424B5 1 file1.htm FORM 424B5

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Filed Pursuant to Rule 424(b)(5)
Registration File No.: 333-140804

PROSPECTUS SUPPLEMENT
(To Prospectus Dated April 18, 2008)

$993,923,000 (Approximate)
J.P. Morgan Chase Commercial Mortgage Securities Trust 2008-C2
Issuing Entity

J.P. Morgan Chase Commercial Mortgage Securities Corp.
Depositor

JPMorgan Chase Bank, N.A.

PNC Bank, National Association

CIBC Inc.

Sponsors and Mortgage Loan Sellers

Commercial Mortgage Pass-Through Certificates, Series 2008-C2

J.P. Morgan Chase Commercial Mortgage Securities Corp. is offering certain classes of the Commercial Mortgage Pass-Through Certificates, Series 2008-C2, which represent the beneficial ownership interests in the issuing entity, which will be a trust named J.P. Morgan Chase Commercial Mortgage Securities Trust 2008-C2. The assets of the issuing entity will primarily be 79 fixed rate mortgage loans secured by first liens on 107 commercial properties and 11 multifamily and manufactured housing community properties and are generally the sole source of payments on the Series 2008-C2 certificates. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under ‘‘Description of the Certificates—Subordination; Allocation of Collateral Support Deficit’’ in this prospectus supplement. In addition, JPMorgan Chase Bank, N.A. will provide an interest rate swap agreement for the benefit of the Class A-4FL certificates as described under ‘‘Description of the Swap Contract’’ in this prospectus supplement. The Series 2008-C2 certificates are interests in the issuing entity only and are not interests in or obligations of J.P. Morgan Chase Commercial Mortgage Securities Corp., the sponsors, the mortgage loan sellers or any of their respective affiliates, and neither the Series 2008-C2 certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or any other person or entity. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the 12th day of each month, commencing on June 12, 2008.


  Initial Class
Certificate
Balance or
Notional
Amount(1)		 Initial
Approx.
Pass-Through
Rate		 Pass-Through
Rate
Description		 Assumed
Final
Distribution
Date(3)		 Expected
Ratings
(Moody’s/Fitch)(5)		 Rated
Final
Distribution
Date(3)
Class A-1 $ 23,396,000 5.0170% Fixed September 12, 2012 Aaa/AAA February 12, 2051
Class A-2 $ 68,126,000 5.8550% Fixed March 12, 2013 Aaa/AAA February 12, 2051
Class A-3 $ 105,514,000 6.2880% Fixed October 12, 2014 Aaa/AAA February 12, 2051
Class A-4 $ 354,554,000 6.0680% Fixed January 12, 2018 Aaa/AAA February 12, 2051
Class A-4FL $ 145,000,000 (7)  LIBOR+ 1.5000% Floating(8) January 12, 2018 Aaa/AAA(9) February 12, 2051
Class A-SB $ 54,460,000 6.1250% Fixed(10) April 12, 2017 Aaa/AAA February 12, 2051
Class A-1A $ 65,075,000 5.9980% Fixed January 12, 2018 Aaa/AAA February 12, 2051
Class X $ 1,165,893,035 (11)  0.6474% Variable(12) April 12, 2018 Aaa/AAA February 12, 2051
Class A-M $ 116,589,000 6.7988% WAC(13) January 12, 2018 Aaa/AAA February 12, 2051
Class A-J $ 61,209,000 6.7988% WAC(13) January 12, 2018 Aaa/AAA February 12, 2051

(Footnotes to table beginning on page S-9)

You should carefully consider the risk factors beginning on page S-42 of this prospectus supplement and page 9 of the prospectus.

Neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or instrumentality or any other person or entity.

The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the depositor, any of its affiliates or any other entity.

    

The Securities and Exchange Commission and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. J.P. Morgan Chase Commercial Mortgage Securities Corp. will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association.
The underwriters, J.P. Morgan Securities Inc., CIBC World Markets Corp. and PNC Capital Markets LLC, will purchase the offered certificates from J.P. Morgan Chase Commercial Mortgage Securities Corp. and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. J.P. Morgan Securities Inc. and CIBC World Markets Corp. are acting as co-lead managers for this offering. PNC Capital Markets LLC is acting as a co-manager for this offering. J.P. Morgan Securities Inc. is acting as sole bookrunner for this offering.
The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about May 8, 2008. We expect to receive from this offering approximately 102.8% of the initial aggregate principal balance of the offered certificates, plus accrued interest (except with respect to the Class A-4FL Certificates) from May 1, 2008, before deducting expenses payable by us.

JPMorgan   CIBC World Markets
Co-Lead Manager and Sole Bookrunner   Co-Lead Manager
  PNC Capital Markets LLC  
  Co-Manager  

April 30, 2008







TABLE OF CONTENTS


Summary of Certificates  S-9
Summary of Terms  S-11
Risk Factors  S-42
Geographic Concentration Entails Risks S-42
Risks Relating to Mortgage Loan Concentrations S-43
Mortgage Loans Secured By More Than One Property Entail Certain Risks S-45
The Borrower’s Form of Entity May Cause Special Risks S-45
Ability to Incur Other Borrowings Entails Risk S-47
Borrower May Be Unable to Repay Remaining Principal Balance on Maturity Date S-50
The Prospective Performance of the Commercial, Multifamily and Manufactured Housing Community Mortgage Loans Included in the Trust Fund Should Be Evaluated Separately from the Performance of the Mortgage Loans in Any of Our Other Trusts S-51
Commercial and Multifamily Lending Is Dependent Upon Net Operating Income S-51
Tenant Concentration Entails Risk S-53
Certain Additional Risks Relating to Tenants S-54
Risks Related to Redevelopment and Renovation at the Mortgaged Properties S-55
Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks S-56
Tenant Bankruptcy Entails Risks S-56
Mortgage Loans Are Nonrecourse and Are Not Insured or Guaranteed S-56
Retail Properties Have Special Risks S-57
Office Properties Have Special Risks S-58
Hotel Properties Have Special Risks S-58
Risks Relating to Affiliation with a Franchise or Hotel Management Company S-59
Industrial Properties Have Special Risks S-60
Multifamily Properties Have Special Risks S-61
Manufactured Housing Communities Have Special Risks S-62
Mixed-Use Facilities Have Special Risks S-62
Self Storage Properties Have Special Risks S-62
Parking Garage Facilities Have Special Risks S-63
Lack of Skillful Property Management Entails Risks S-63
Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses S-63
Condominium or Cooperative Ownership May Limit Use and Improvements S-64
Mortgage Loans Secured by Leasehold Interests May Expose Investors to Greater Risks of Default and Loss S-64
Limitations of Appraisals S-65
Risks Relating to Underwritten Net Cash Flow S-66
Potential Conflicts of Interest S-66
Special Servicer May Be Directed to Take Actions S-68
Bankruptcy Proceedings Entail Certain Risks S-69
Risks Relating to Prepayments and Repurchases S-70
Optional Early Termination of the Trust Fund May Result in an Adverse Impact on Your Yield or May Result in a Loss S-72
Sensitivity to LIBOR and Yield Considerations S-72
Risks Relating to the Swap Contract S-73
Mortgage Loan Sellers May Not Be Able to Make a Required Repurchase or Substitution of a Defective Mortgage Loan S-74

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Risks Relating to Interest on Advances and Special Servicing Compensation S-74
Risks of Limited Liquidity and Market Value S-74
The Market Value of the Offered Certificates May Be Adversely Affected by Factors Unrelated to the Performance of the Offered Certificates and the Mortgage Loans, such as Fluctuations in Interest Rates and the Supply and Demand of CMBS Generally S-75
Declining Value of Residential Mortgage-Backed Securities and other Asset-Backed or Structured Products May Adversely Affect CMBS S-75
Different Timing of Mortgage Loan Amortization Poses Certain Risks S-76
Subordination of Subordinate Offered Certificates S-76
Limited Information Causes Uncertainty S-76
Environmental Risks Relating to the Mortgaged Properties S-76
Tax Considerations Relating to Foreclosure S-77
Risks Associated with One Action Rules S-78
Potential Absence of Attornment Provisions Entails Risks S-78
Property Insurance, Including Terrorism Insurance, May Not Be Sufficient S-78
Zoning Compliance and Use Restrictions May Adversely Affect Property Value S-81
Risks Relating to Costs of Compliance with Applicable Laws and Regulations S-81
No Reunderwriting of the Mortgage Loans S-82
Litigation or Other Legal Proceedings Could Adversely Affect the Mortgage Loans S-82
Risks Relating to Book-Entry Registration S-82
Risks Relating to Inspections of Properties S-82
Certain of the Mortgage Loans Lack Customary Provisions S-82
Mortgage Electronic Registration Systems (MERS) S-83
Other Risks S-83
Description of the Mortgage Pool  S-84
General S-84
Additional Debt S-85
The Block at Orange Whole Loan S-89
The Westin Portfolio Whole Loan S-90
AB Whole Loans S-91
Top Ten Mortgage Loans S-94
Certain Terms and Conditions of the Mortgage Loans S-94
Additional Mortgage Loan Information S-101
Sale of Mortgage Loans; Mortgage File Delivery S-104
Representations and Warranties; Repurchases and Substitutions S-105
Repurchase or Substitution of Cross-Collateralized Mortgage Loans S-110
Lockbox Accounts S-111
Transaction Parties  S-112
The Sponsors S-112
JPMorgan Chase Bank, N.A. S-112
PNC Bank, National Association S-114
CIBC Inc. S-118
The Depositor S-121
Significant Obligor S-121
The Mortgage Loan Sellers S-121
JPMorgan Chase Bank, N.A. S-122
PNC Bank, National Association. S-122
CIBC Inc. S-122
The Issuing Entity S-122
The Trustee, Paying Agent, Certificate Registrar and Authenticating Agent S-123
The Master Servicers S-125
General S-125
Midland Loan Services, Inc. S-125
Wells Fargo Bank, National Association S-126
The Special Servicer S-127
Replacement of the Special Servicer S-129
Servicing and Other Compensation and Payment of Expenses S-129
Description of the Certificates  S-134
General S-134

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Book-Entry Registration and Definitive Certificates S-136
Distributions S-138
Allocation of Yield Maintenance Charges and Prepayment Premiums S-155
Assumed Final Distribution Date; Rated Final Distribution Date S-156
Subordination; Allocation of Collateral Support Deficit S-157
Advances S-160
Appraisal Reductions S-164
Reports to Certificateholders; Certain Available Information S-166
Voting Rights S-171
Termination; Retirement of Certificates S-171
DESCRIPTION OF THE SWAP CONTRACT S-173
Termination Fees S-174
The Swap Counterparty S-174
Servicing of the Mortgage Loans   S-175
General S-175
The Directing Certificateholder S-178
Limitation on Liability of Directing Certificateholder S-180
Maintenance of Insurance S-181
Modifications, Waiver and Amendments S-183
Realization Upon Defaulted Mortgage Loans S-185
Inspections; Collection of Operating Information S-188
Certain Matters Regarding the Master Servicers, the Special Servicer and the Depositor S-189
Events of Default S-190
Rights Upon Event of Default S-191
Amendment S-192
Yield and Maturity Considerations  S-195
Yield Considerations S-195
Weighted Average Life S-198
Yield Sensitivity of the Class X Certificates S-205
Effect of Loan Groups S-206
Certain Federal Income Tax Consequences  S-207
Taxation of the Swap Contract S-209
METHOD OF DISTRIBUTION S-210
Certain ERISA Considerations S-211
Legal Matters S-214
Certain Legal Aspects of the Mortgage Loans S-214
Ratings  S-215
Legal Investment S-216
Index of Defined Terms S-217

    


SCHEDULE I CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE         
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 CERTAIN CHARACTERISTICS OF MULTIFAMILY & MANUFACTURED HOUSING LOANS
ANNEX C FORM OF REPORT TO CERTIFICATEHOLDERS  

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IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

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

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

This prospectus supplement begins with several introductory sections describing the Series 2008-C2 certificates and the trust in abbreviated form:

Summary of Certificates, commencing on page S-9 of this prospectus supplement, which sets forth important statistical information relating to the Series 2008-C2 certificates;

Summary of Terms, commencing on page S-11 of this prospectus supplement, which gives a brief introduction of the key features of the Series 2008-C2 certificates and a description of the underlying mortgage loans; and

Risk Factors, commencing on page S-42 of this prospectus supplement, which describe risks that apply to the Series 2008-C2 certificates which are in addition to those described in the prospectus with respect to the securities issued by the trust generally.

This prospectus supplement and the accompanying prospectus include cross references to sections in these materials where you can find further related discussions. The Tables of Contents in this prospectus supplement and the prospectus identify the pages where these sections are located.

Certain capitalized terms are defined and used in this prospectus supplement and the prospectus to assist you in understanding the terms of the offered certificates and this offering. The capitalized terms used in this prospectus supplement are defined on the pages indicated under the caption ‘‘Index of Defined Terms’’ commencing on page S-217 of this prospectus supplement. The capitalized terms used in the prospectus are defined on the pages indicated under the caption ‘‘Index of Defined Terms’’ commencing on page 129 of the prospectus.

All annexes and schedules attached to this prospectus supplement are a part of this prospectus supplement.

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

EUROPEAN ECONOMIC AREA

IN RELATION TO EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A ‘‘RELEVANT MEMBER STATE’’), EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT WITH EFFECT FROM AND INCLUDING THE DATE ON WHICH THE PROSPECTUS DIRECTIVE IS IMPLEMENTED IN THAT RELEVANT MEMBER STATE (THE ‘‘RELEVANT IMPLEMENTATION DATE’’) IT HAS NOT MADE AND WILL NOT MAKE AN OFFER OF CERTIFICATES TO THE PUBLIC IN THAT RELEVANT MEMBER STATE PRIOR TO THE PUBLICATION OF A PROSPECTUS IN RELATION TO THE CERTIFICATES WHICH HAS BEEN APPROVED BY THE COMPETENT AUTHORITY IN THAT RELEVANT MEMBER STATE OR, WHERE APPROPRIATE, APPROVED IN ANOTHER RELEVANT MEMBER STATE AND NOTIFIED TO THE COMPETENT AUTHORITY IN THAT RELEVANT MEMBER STATE, ALL IN ACCORDANCE WITH THE

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PROSPECTUS DIRECTIVE, EXCEPT THAT IT MAY, WITH EFFECT FROM AND INCLUDING THE RELEVANT IMPLEMENTATION DATE, MAKE AN OFFER OF CERTIFICATES TO THE PUBLIC IN THAT RELEVANT MEMBER STATE AT ANY TIME:

(A)    TO LEGAL ENTITIES WHICH ARE AUTHORISED OR REGULATED TO OPERATE IN THE FINANCIAL MARKETS OR, IF NOT SO AUTHORISED OR REGULATED, WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES;

(B)    TO ANY LEGAL ENTITY WHICH HAS TWO OR MORE OF (1) AN AVERAGE OF AT LEAST 250 EMPLOYEES DURING THE LAST FINANCIAL YEAR; (2) A TOTAL BALANCE SHEET OF MORE THAN €43,000,000; AND (3) AN ANNUAL NET TURNOVER OF MORE THAN €50,000,000, AS SHOWN IN ITS LAST ANNUAL OR CONSOLIDATED ACCOUNTS; OR

(C)    IN ANY OTHER CIRCUMSTANCES WHICH DO NOT REQUIRE THE PUBLICATION BY THE ISSUER OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.

FOR THE PURPOSES OF THIS PROVISION, THE EXPRESSION AN ‘‘OFFER OF CERTIFICATES TO THE PUBLIC’’ IN RELATION TO ANY CERTIFICATES IN ANY RELEVANT MEMBER STATE MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE CERTIFICATES TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE THE CERTIFICATES, AS THE SAME MAY BE VARIED IN THAT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT MEMBER STATE AND THE EXPRESSION ‘‘PROSPECTUS DIRECTIVE’’ MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN EACH RELEVANT MEMBER STATE.

UNITED KINGDOM

EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT:

(A)    (i)    IT IS A PERSON WHOSE ORDINARY ACTIVITIES INVOLVE IT IN ACQUIRING, HOLDING, MANAGING, OR DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF ITS BUSINESS AND (ii) IT HAS NOT OFFERED OR SOLD AND WILL NOT OFFER OR SELL THE CERTIFICATES OTHER THAN TO PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING OR DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESSES OR WHO IT IS REASONABLE TO EXPECT WILL ACQUIRE, HOLD, MANAGE OR DISPOSE OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESSES WHERE THE ISSUE OF THE CERTIFICATES WOULD OTHERWISE CONSTITUTE A CONTRAVENTION OF SECTION 19 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (‘‘FSMA’’);

(B)    IT HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FSMA) RECEIVED BY IT IN CONNECTION WITH THE ISSUE OR SALE OF THE CERTIFICATES IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FSMA DOES NOT APPLY TO THE DEPOSITOR; AND

(C)    IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FSMA WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE CERTIFICATES IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM.

NOTICE TO UNITED KINGDOM INVESTORS

THE DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT IF MADE BY A PERSON WHO IS NOT AN AUTHORISED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (1) ARE OUTSIDE THE UNITED KINGDOM, OR (2) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS, OR (3) ARE PERSONS FALLING WITHIN ARTICLES 49(2)(A) THROUGH (D) (‘‘HIGH NET WORTH COMPANIES, UNINCORPORATED

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ASSOCIATIONS, ETC.’’) OR 19 (INVESTMENT PROFESSIONALS) OF THE FSMA (FINANCIAL PROMOTION) ORDER 2005 (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS THE ‘‘RELEVANT PERSONS’’). THIS PROSPECTUS SUPPLEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS SUPPLEMENT RELATES, INCLUDING THE OFFERED CERTIFICATES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

POTENTIAL INVESTORS IN THE UNITED KINGDOM ARE ADVISED THAT ALL, OR MOST, OF THE PROTECTIONS AFFORDED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL NOT APPLY TO AN INVESTMENT IN THE OFFERED CERTIFICATES AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME.

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 Summary of Certificates 


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)		 Expected
Ratings
(Moody’s/
Fitch)(5)		 Principal
Window(4)
Offered Certificates                
A-1(6) $ 23,396,000 30.000 %  Fixed September 12, 2012 5.0170% 2.72 Aaa/AAA 06/08 – 09/12
A-2(6) $ 68,126,000 30.000 %  Fixed March 12, 2013 5.8550% 4.53 Aaa/AAA 10/12 – 03/13
A-3(6) $ 105,514,000 30.000 %  Fixed October 12, 2014 6.2880% 6.43 Aaa/AAA 10/14 – 10/14
A-4(6) $ 354,554,000 30.000 %  Fixed January 12, 2018 6.0680% 9.42 Aaa/AAA 04/17 – 01/18
A-4FL(6) $ 145,000,000 (7)  30.000 %  Floating(8) January 12, 2018 LIBOR+1.5000% 9.42 Aaa/AAA(9) 04/17 – 01/18
A-SB(6) $ 54,460,000 30.000 %  Fixed(10) April 12, 2017 6.1250% 6.73 Aaa/AAA 09/12 – 04/17
A-1A(6) $ 65,075,000 30.000 %  Fixed January 12, 2018 5.9980% 8.42 Aaa/AAA 06/08 – 01/18
X $ 1,165,893,035 (11)  N/A Variable(12) April 12, 2018 0.6474% N/A Aaa/AAA N/A
A-M $ 116,589,000 20.000 %  WAC(13) January 12, 2018 6.7988% 9.68 Aaa/AAA 01/18 – 01/18
A-J $ 61,209,000 14.750 %  WAC(13) January 12, 2018 6.7988% 9.68 Aaa/AAA 01/18 – 01/18
Non-Offered Certificates                
B $ 14,574,000 13.500 %  WAC(13) N/A 6.7988% N/A Aa1/AA+ N/A
C $ 14,574,000 12.250 %  WAC(13) N/A 6.7988% N/A Aa2/AA N/A
D $ 10,201,000 11.375 %  WAC(13) N/A 6.7988% N/A Aa3/AA− N/A
E $ 10,202,000 10.500 %  WAC(13) N/A 6.7988% N/A A1/A+ N/A
F $ 13,116,000 9.375 %  WAC(13) N/A 6.7988% N/A A2/A N/A
G $ 11,659,000 8.375 %  WAC(13) N/A 6.7988% N/A A3/A− N/A
H $ 16,031,000 7.000 %  WAC(13) N/A 6.7988% N/A Baa1/BBB+ N/A
J $ 14,574,000 5.750 %  WAC(13) N/A 6.7988% N/A Baa2/BBB N/A
K $ 14,573,000 4.500 %  WAC(13) N/A 6.7988% N/A Baa3/BBB− N/A
L $ 8,745,000 3.750 %  Fixed(10) N/A 4.3040% N/A Ba1/BB+ N/A
M $ 4,372,000 3.375 %  Fixed(10) N/A 4.3040% N/A Ba2/BB N/A
N $ 5,829,000 2.875 %  Fixed(10) N/A 4.3040% N/A Ba3/BB− N/A
P $ 4,372,000 2.500 %  Fixed(10) N/A 4.3040% N/A B1/B+ N/A
Q $ 2,915,000 2.250 %  Fixed(10) N/A 4.3040% N/A B2/B N/A
T $ 4,372,000 1.875 %  Fixed(10) N/A 4.3040% N/A B3/B− N/A
NR $ 21,861,035 N/A Fixed(10) N/A 4.3040% N/A NR/NR N/A
(1) Approximate, subject to a permitted variance of plus or minus 5%.
(2) The credit support percentages set forth for the Class A-1, Class A-2, Class A-3, Class A-4, Class A-4FL, Class A-SB and Class A-1A certificates are represented in the aggregate.
(3) The assumed final distribution dates set forth in this prospectus supplement 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. The rated final distribution date for each class of certificates is February 12, 2051. See ‘‘Description of the Certificates—Assumed Final Distribution Date; Rated Final Distribution Date’’ in this prospectus supplement.
(4) The weighted average life and period during which distributions of principal would be received as set forth in the foregoing table with respect to each class of certificates are based on the assumptions set forth under ‘‘Yield and Maturity Considerations—Weighted Average Life’’ in this prospectus supplement and on the assumptions that there are no prepayments or losses on the mortgage loans and that there are no extensions of maturity dates of the mortgage loans.
(5) Ratings shown are those of Moody’s Investors Service, Inc. and Fitch, Inc.
(6) For purposes of making distributions on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A certificates and the Class A-4FL regular interest, the pool of mortgage loans will be deemed to consist of two distinct loan groups, loan group 1 and loan group 2. As of the cut-off date, loan group 1 will consist of 69 mortgage loans, representing approximately 94.4% of the aggregate principal balance of the pool of mortgage loans. As of the cut-off date, loan group 2 will consist of 10 mortgage loans, representing approximately 5.6% of

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the aggregate principal balance of the pool of mortgage loans. As of the cut-off date, loan group 2 will include approximately 100.0% of all the mortgage loans secured by multifamily and manufactured housing community properties.
So long as funds are sufficient on any distribution date to make distributions of all interest and principal on such distribution date to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-1A and Class X certificates and the Class A-4FL regular interest, interest and principal distributions on the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB certificates and the Class A-4FL regular interest will be based upon amounts available relating to mortgage loans in loan group 1 and interest and principal distributions on the Class A-1A certificates will be based upon amounts available relating to mortgage loans in loan group 2. In addition, generally the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB certificates and the Class A-4FL regular interest will be entitled to receive distributions of principal collected or advanced in respect of mortgage loans in loan group 2 after the certificate principal balance of the Class A-1A certificates has been reduced to zero, and the Class A-1A certificates will be entitled to receive distributions of principal collected or advanced in respect of mortgage loans in loan group 1 after the certificate principal balances of the Class A-4 and Class A-SB certificates and the Class A-4FL regular interest have been reduced to zero. However, on and after any distribution date on which the certificate balances of the Class A-M through Class NR certificates have been reduced to zero, distributions of principal collected or advanced in respect of the pool of mortgage loans will be distributed to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A certificates and the Class A-4FL regular interest, pro rata, regardless of loan group.
(7) The certificate balance of the Class A-4FL certificates will be equal to the certificate balance of the Class A-4FL regular interest.
(8) The pass-through rate applicable to the Class A-4FL certificates on each distribution date will be a per annum rate equal to LIBOR plus 1.5000%. In addition, under certain circumstances described in this prospectus supplement, the pass-through rate applicable to the Class A-4FL certificates may convert to a fixed rate equal to 5.9980% per annum. The initial LIBOR rate will be determined on May 6, 2008 and subsequent LIBOR rates will be determined 2 LIBOR business days before the start of the related interest accrual period.
(9) The ratings assigned to the Class A-4FL certificates only reflect the receipt of a fixed rate of interest at a rate equal to 5.9980% per annum. See ‘‘Ratings’’ in this prospectus supplement.
(10) For any distribution date, if the weighted average of the net interest 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) as of the first day of the related due period is less than the rate specified for any of the Class A-SB, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR certificates with respect to the distribution date, then the pass-through rate for that class of certificates on that distribution date will equal the weighted average of the net interest 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).
(11) The Class X notional amount will be equal to the aggregate of the certificate balances of each class of certificates (other than the Class A-4FL, Class X, Class R and Class LR certificates) and the Class A-4FL regular interest.
(12) The pass-through rate on the Class X certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net interest rates for all of the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on all of the other certificates (other than the Class R and Class LR certificates), weighted on the basis of their respective certifcate balances immediately prior to that distribution date. See ‘‘Description of the Certificates—Distributions’’ in this prospectus supplement.
(13) The pass-through rates applicable to the Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K certificates on each distribution date will be a per annum rate equal to the weighted average of the net interest 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).

The Class R and Class LR certificates are not offered by this prospectus supplement and are not represented in this table.

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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. Whenever percentages are presented in this prospectus supplement in the format (x%, x%), those percentages represent, in order, the approximate percentage the indicated mortgage loans represent as of the cut-off date of: (i) the aggregate principal balance of the mortgage loans in loan group 1, and (ii) the aggregate principal balance of the mortgage loans in loan group 2.

Relevant Parties and Dates

Depositor J.P. Morgan Chase Commercial Mortgage Securities Corp., a Delaware corporation, a wholly-owned subsidiary of JPMorgan Chase Bank, N.A., a national banking association organized under the laws of the United States, which is a wholly-owned subsidiary of JPMorgan Chase & Co., a Delaware corporation. The depositor’s address is 270 Park Avenue, New York, New York 10017, and its telephone number is (212) 834-9271. See ‘‘Transaction Parties—The Depositor’’ in this prospectus supplement.
Issuing Entity J.P. Morgan Chase Commercial Mortgage Securities Trust 2008-C2, 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 Issuing Entity’’ in this prospectus supplement.
Mortgage Loan Sellers JPMorgan Chase Bank, N.A., a national banking association organized under the laws of the United States, PNC Bank, National Association, a national banking association, and CIBC Inc., a Delaware corporation. JP Morgan Chase Bank, N.A. is also an affiliate of each of the depositor and J.P. Morgan Securities Inc., one of the underwriters. CIBC Inc. is an affiliate of CIBC World Markets Corp., one of the underwriters. PNC Bank, National Association is an affiliate of each of Midland Loan Services, Inc., one of the master servicers, and PNC Capital Markets LLC, one of the underwriters.

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See ‘‘Transaction Parties—The Mortgage Loan Sellers’’ in this prospectus supplement.

Sellers of the Mortgage Loans
Seller Number
of
Mortgage
Loans		 Aggregate
Principal
Balance of
Mortgage
Loans		 % of
Initial
Pool
Balance		 % of
Initial
Loan
Group 1
Balance		 % of
Initial
Loan
Group 2
Balance
JPMorgan Chase Bank, N.A. 29 $ 662,438,813 56.8 %  59.3 %  15.1 % 
PNC Bank, National Association 27 272,183,604 23.3 22.2 42.2
CIBC Inc. 23 231,270,619 19.8 18.5 42.6
Total: 79 $ 1,165,893,035 100.0 %  100.0 %  100.0 % 
Master Servicers Midland Loan Services, Inc., a Delaware corporation, will act as one of the master servicers and will be the applicable master servicer with respect to 56 of the mortgage loans, representing approximately 80.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (81.5%, 57.4%). Its servicing offices are located at 10851 Mastin, Building 82, Suite 300, Overland Park, Kansas 66210 and its telephone number is (913) 253-9000. Midland Loan Services, Inc. is an affiliate of PNC Bank, National Association, a sponsor and one of the mortgage loan sellers, and of PNC Capital Markets LLC, one of the underwriters. See ‘‘Transaction Parties—The Master Servicers—Midland Loan Services, Inc.’’ in this prospectus supplement.
Wells Fargo Bank, N.A., a national banking association, will act as one of the master servicers and will be the applicable master servicer with respect to 23 of the mortgage loans, representing approximately 19.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (18.5%, 42.6%). The principal commercial mortgage servicing offices of Wells Fargo Bank, N.A. are located at 45 Fremont Street, 2nd Floor, San Francisco, California 94105 and its telephone number is (800) 986-9711. See ‘‘Transaction Parties—The Master Servicers—Wells Fargo Bank, National Association’’ in this prospectus supplement.
The Block at Orange loan and Westin Portfolio loan will be serviced under the pooling and servicing agreement entered into in connection with the issuance of the J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1, Commercial Mortgage Pass-Through Certificates, Series 2007-C1. The master servicer of the Block at Orange whole loan and the Westin Portfolio whole loan under the J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1 pooling and servicing agreement is Capmark Finance Inc., a California

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corporation. The principal commercial mortgage servicing offices of Capmark Finance Inc. are located at 116 Welsh Road, Horsham, Pennsylvania 19044, and its telephone number is (215) 328-1258.
The Block at Orange loan and the Westin Portfolio loan are referred to as the ‘‘non-serviced mortgage loans’’ in this prospectus supplement.
Special Servicer CWCapital Asset Management LLC, a Massachusetts limited liability company, will act as special servicer with respect to the mortgage loans and will be primarily responsible for 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. CWCapital Asset Management LLC’s primary servicing offices are located at 701 13th Street, Suite 1000, Washington, D.C. 20005, and its telephone number is (202) 715-9500. The special servicer may be removed without cause under certain circumstances described in this prospectus supplement. See ‘‘Transaction Parties—The Special Servicer’’ in this prospectus supplement.
The Block at Orange loan and the Westin Portfolio loan will be specially serviced under the J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1 pooling and servicing agreement. The special servicer of the Block at Orange whole loan and the Westin Portfolio whole loan under the J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1 pooling and servicing agreement is Midland Loan Services, Inc., a Delaware corporation. The primary servicing office of Midland Loan Services, Inc. is located at 10851 Mastin Street, Building 82, Suite 300, Overland Park, Kansas 66210, and its telephone number is (913) 253-9000.
Trustee and Paying Agent LaSalle Bank National Association, a national banking association, with its principal offices located at 135 South LaSalle Street, Mail code: IL4-135-16-25, Chicago, Illinois 60603, Attention: Global Securities and Trust Services, J.P. Morgan 2008-C2. See ‘‘Transaction Parties—The Trustee, Paying Agent, Certificate Registrar and Authenticating Agent’’ 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 the Block at Orange loan and the Westin Portfolio loan, for which Wells Fargo Bank, N.A., as trustee, is the mortgagee of record under the J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1.

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Sponsors JPMorgan Chase Bank, N.A., a national banking association, CIBC Inc., a Delaware corporation and PNC Bank, National Association, a national banking association. For more information, see ‘‘Transaction Parties—The Sponsors’’ in this prospectus supplement and ‘‘The Sponsor’’ in the prospectus.
Certain Affiliations JPMorgan Chase Bank, N.A. 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, N.A. JPMorgan Chase Bank, N.A. and the other mortgage loan sellers originated or acquired the mortgage loans and will be selling them to the depositor. JPMorgan Chase Bank, N.A. is also an affiliate of J.P. Morgan Securities Inc., an underwriter for the offering of the certificates. JPMorgan Chase Bank, N.A. is also a sponsor and the swap counterparty. CIBC Inc., a sponsor and mortgage loan seller, is also an affiliate of CIBC World Markets Corp., an underwriter for the offering of the certificates. PNC Bank, National Association, a sponsor and mortgage loan seller, is also an affiliate of each of Midland Loan Services, Inc., one of the master servicers, and PNC Capital Markets LLC, an underwriter for the offering of the certificates. These roles and other potential relationships may give rise to conflicts of interest as further described in this prospectus supplement under ‘‘Risk Factors—Potential Conflicts of Interest.’’
Significant Obligor The mortgaged property that secures The Promenade Shops at Dos Lagos loan (identified as Loan No. 1 on Annex A-1 to this prospectus supplement), with a principal balance as of the cut-off date of $125,200,000, which represents approximately 10.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (11.4%, 0.0%). See ‘‘Description of Top Ten Mortgage Loans and Additional Mortgage Loan Information’’ in Annex A-3 to this prospectus supplement.
Swap Counterparty JPMorgan Chase Bank, N.A. will provide an interest rate swap contract for the benefit of the Class A-4FL certificates.
Cut-off Date With respect to each mortgage loan, the due date of the related mortgage loan in May 2008, or May 1, 2008, with respect to those mortgage loans that were originated in April 2008 and have their first due date in June 2008.
Closing Date On or about May 8, 2008.

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Distribution Date The 12th day of each month or, if the 12th day is not a business day, the next succeeding business day, beginning in June 2008.
Interest Accrual Period Interest will accrue on the offered certificates (other than with respect to the Class A-4FL certificates) and Class A-4FL regular interest during the calendar month prior to the related distribution date. Except with respect to the Class A-4FL certificates, interest will be calculated on the offered certificates and the Class A-4FL regular interest assuming that each month has 30 days and each year has 360 days. With respect to the Class A-4FL certificates, the interest accrual period for any distribution date will be the period from and including the distribution date in the month preceding the month in which the related distribution date occurs (or, in the case of the first distribution date, the closing date) to, but excluding, the related distribution date and interest will be calculated based upon the actual number of days in the related interest accrual period and a year consisting of 360 days; provided that if the pass-through rate for the Class A-4FL certificates converts to a fixed rate, the interest calculation method and interest accrual period for the Class A-4FL certificates will be the same as the Class A-4FL regular interest.
Due Period For any mortgage loan and any distribution date, the period commencing on the day immediately following the due date for the mortgage loan in the month preceding the month in which that distribution date occurs and ending on and including the due date for the mortgage loan in the month in which that distribution date occurs; provided, that the first due period with respect to any mortgage loan with its first due date in June 2008 will begin on the day immediately following the cut-off date of such mortgage loan. 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 on the last business day during that due period and not during any other due period.
Determination Date For any distribution date, the fourth business day prior to the distribution date.

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Record Date With respect to any distribution date, the last business day of the month preceding the month in which that distribution date occurs.
Swap Contract The trust will have the benefit of an interest rate swap contract relating to the Class A-4FL certificates, issued by JPMorgan Chase Bank, N.A., which, as of the date of this prospectus supplement, has a long-term certificates of deposit rating of ‘‘Aa2’’ by Moody’s Investors Service, Inc. and ‘‘AA−’’ by Fitch, Inc.
The initial notional amount of the swap contract will be equal to the initial certificate balance of the Class A-4FL regular interest (and correspondingly, the Class A-4FL certificates). The notional amount of the swap contract will decrease to the extent of any decrease in the certificate balance of the Class A-4FL regular interest (and correspondingly, the Class A-4FL certificates). The swap contract will have a maturity date of February 12, 2051 (the same date as the rated final distribution date of the Class A-4FL certificates). Under the swap contract, the trust will generally be obligated to pay to the swap counterparty on the related distribution date an amount equal to the sum of (i) any yield maintenance charges distributable to the Class A-4FL regular interest and (ii) the product of (A) the notional amount of the swap contract and (B) the per annum pass-through rate on the Class A-4FL regular interest. The swap counterparty will generally be obligated to pay to the trust one business day prior to each distribution date an amount equal to the product of (i) the notional amount of the swap contract and (ii) LIBOR plus 1.5000% per annum. If there is an interest shortfall with respect to the Class A-4FL regular interest, there will be a corresponding dollar-for-dollar reduction in the interest payment made by the swap counterparty to the trust and, ultimately, a corresponding decrease in the effective pass-through rate on the Class A-4FL certificates for that distribution date. See ‘‘Risk Factors—Risks Relating to the Swap Contract’’ and ‘‘Description of the Swap Contract’’ in this prospectus supplement.

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Transaction Overview

On the closing date, each sponsor will sell its 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 servicers, the special servicer and the trustee. The master servicers will service the mortgage loans (other than the specially serviced mortgage loans and the non-serviced mortgage loans) in accordance with the pooling and servicing agreement and provide the information to the trustee necessary for the trustee 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 certificates are illustrated below:

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Offered Certificates

General We are offering the following classes of commercial mortgage pass-through certificates as part of Series 2008-C2:
• Class A-1
• Class A-2
• Class A-3
• Class A-4
• Class A-4FL
• Class A-SB
• Class A-1A
• Class X
• Class A-M
• Class A-J
The Series 2008-C2 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 B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T, Class NR, Class R and Class LR.
The Series 2008-C2 certificates will collectively represent beneficial ownership interests in the issuing entity, a trust created by J.P. Morgan Chase Commercial Mortgage Securities Corp. The trust’s assets will primarily be 79 fixed rate mortgage loans secured by first liens on 107 commercial properties and 11 multifamily and manufactured housing community properties.
Certificate Balances 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 $ 23,396,000
Class A-2 $ 68,126,000
Class A-3 $ 105,514,000
Class A-4 $ 354,554,000
Class A-4FL $ 145,000,000
Class A-SB $ 54,460,000
Class A-1A $ 65,075,000
Class X $ 1,165,893,035
Class A-M $ 116,589,000
Class A-J $ 61,209,000

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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 5.0170%    
Class A-2 5.8550%    
Class A-3 6.2880%    
Class A-4 6.0680%    
Class A-4FL LIBOR + 1.5000%(1)  
Class A-SB 6.1250%(2) 
Class A-1A 5.9980%    
Class X 0.6474%(3)  
Class A-M 6.7988%(4)  
Class A-J 6.7988%(4)  
(1) The pass-through rate applicable to the Class A-4FL certificates on each distribution date will be a per annum rate equal to LIBOR plus 1.5000% per annum. In addition, under certain circumstances described in this prospectus supplement, the pass-through rate applicable to the Class A-4FL certificates may convert to a fixed rate equal to 5.9980% per annum. The initial LIBOR rate will be determined on May 6, 2008, and subsequent LIBOR rates will be determined 2 LIBOR business days before the start of the related interest accrual period. See ‘‘Description of the Swap Contract’’ in this prospectus supplement.
(2) For any distribution date, if the weighted average of the net interest 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) as of the first day of the related due period is less than the rate specified for the Class A-SB certificates with respect to the distribution date, then the pass-through rate for that class of certificates on that distribution date will equal the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis on a 360-day year consisting of twelve 30-day months).
(3) The interest accrual amount on the Class X certificates will be calculated by reference to a notional amount equal to the aggregate of the certificate balances of all classes of certificates (other than the Class A-4FL, Class X, Class R and Class LR certificates) and the Class A-4FL regular interest. The pass-through rate on the Class X certificates will be based on the weighted average of the notional amounts of the Class X certificates, which will be calculated as described under ‘‘Description of the Certificates—Distributions’’ in this prospectus supplement.
(4) The pass-through rates applicable to the Class A-M and Class A-J certificates on each distribution date will be a per annum rate equal to the weighted average of the net interest 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).
B.    Interest Rate Calculation
            Convention		 Interest on the certificates (other than the Class A-4FL certificates) and the Class A-4FL regular interest will be calculated based on a 360-day year consisting of twelve 30-day months, or a ‘‘30/360 basis.’’ Interest on the Class A-4FL certificates will be calculated based on the actual number of days in each accrual period and a

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360-day year, or an ‘‘actual/360 basis.’’ However, if the pass-through rate for the Class A-4FL certificates converts to a fixed rate, interest will be calculated on 30/360 basis.
For purposes of calculating the pass-through rates on each of the classes of certificates or the Class A-4FL regular interest with a pass-through rate that is based on, limited by, or equal to the weighted average of the net mortgage rates on the mortgage loans, the mortgage loan interest rates will not reflect any default interest rate, any mortgage loan term modifications agreed to by the special servicer or any modifications resulting from a borrower’s bankruptcy or insolvency.
For purposes of calculating the pass-through rates on the certificates or the Class A-4FL regular interest that bear interest on, or are otherwise based upon or limited by, the weighted average of the net mortgage rates on the mortgage loans, 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.
C.    Servicing and
            Administration Fees		 The master servicers and special servicer are entitled to a master servicing fee and a special servicing fee, respectively, from the interest payments on the mortgage loans. The master servicing fee for each distribution date is calculated on the outstanding principal amount of each mortgage loan (including the non-serviced mortgage loans) in the trust fund at the master servicing fee rate equal to a per annum rate ranging from 0.02% to 0.09%. The special servicing fee for each distribution date is calculated based on the outstanding principal amount of each mortgage loan (excluding the non-serviced mortgage loans, which will be subject to a special servicing fee pursuant to the related pooling and servicing agreement) that is a specially serviced mortgage loan at the special servicing fee rate equal to a per annum rate of 0.25%. The master servicers and special servicer are also entitled to additional fees and amounts, including income on the amounts held in permitted investments, liquidation fees and workout fees. The trustee fee for each distribution

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date is calculated on the outstanding principal amount of each mortgage loan (including the non-serviced mortgage loans) in the trust fund at the trustee fee rate equal to a per annum rate of 0.00154%. See ‘‘Transaction Parties—Servicing and Other Compensation and Payment of Expenses’’ in this prospectus supplement.
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 and expenses, will be distributed 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 A-1A and Class X certificates and the Class A-4FL regular interest: To pay interest, concurrently: (a) on the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB certificates and the Class A-4FL regular interest, pro rata, from the portion of the funds available for distribution attributable to the mortgage loans in loan group 1; (b) on the Class A-1A certificates from the portion of the funds available for distribution attributable to the mortgage loans in loan group 2; and (c) on the Class X certificates from the funds available for distribution attributable to all mortgage loans, without regard to loan groups, in each case in accordance with their interest entitlements. However, if, on any distribution date, the funds available for distribution (or applicable portion) are insufficient to pay in full the total amount of interest to be paid to any of the classes described above, the funds available for distribution will be allocated among all those classes, pro rata, without regard to loan groups, in accordance with their interest entitlements for that distribution date.
Second/Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A certificates and the Class A-4FL regular interest: To the extent of funds allocated to principal and available for distribution, concurrently: (a)(1) first, to principal on the Class A-SB certificates, in an amount equal to funds attributable to mortgage loans in loan group 1 and, after the Class A-1A certificates have been reduced to zero, the remaining funds attributable to mortgage loans in loan group 2, 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 Schedule I to this prospectus supplement, (2) then to principal on the Class A-1 certificates, in an amount equal to the funds

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attributable to mortgage loans in loan group 1 remaining after the payments specified in clause (a)(1) above have been made and, after the Class A-1A certificates have been reduced to zero, the funds attributable to mortgage loans in loan group 2 remaining after the payments specified in clause (a)(1) above have been made, until the certificate balance of the Class A-1 certificates has been reduced to zero, (3) then to principal on the Class A-2 certificates, in an amount equal to the funds attributable to mortgage loans in loan group 1 remaining after the payments specified in clauses (a)(1) and (a)(2) above have been made and, after the Class A-1A certificates have been reduced to zero, the funds attributable to mortgage loans in loan group 2 remaining after the payments specified in clauses (a)(1) and (a)(2) above have been made, until the certificate balance of the Class A-2 certificates has been reduced to zero, (4) then to principal on the Class A-3 certificates, in an amount equal to the funds attributable to mortgage loans in loan group 1 remaining after the payments specified in clauses (a)(1), (a)(2) and (a)(3) above have been made and, after the Class A-1A certificates have been reduced to zero, the funds attributable to mortgage loans in loan group 2 remaining after the payments specified in clauses (a)(1), (a)(2) and (a)(3) above have been made, until the certificate balance of the Class A-3 certificates has been reduced to zero, (5) then to principal on the Class A-4 certificates and the Class A-4FL regular interest, pro rata, based on certificate balances, in an amount equal to the funds attributable to mortgage loans in loan group 1 remaining after the payments specified in clauses (a)(1), (a)(2), (a)(3) and (a)(4) above have been made and, after the Class A-1A certificates have been reduced to zero, the funds attributable to mortgage loans in loan group 2 remaining after the payments specified in clauses (a)(1), (a)(2), (a)(3) and (a)(4) above have been made, until the certificate balances of each of the Class A-4 certificates and the Class A-4FL regular interest have been reduced to zero; (6) then to principal on the Class A-SB certificates, in an amount equal to the funds attributable to mortgage loans in loan group 1 remaining after the payments specified in clauses (a)(1), (a)(2), (a)(3), (a)(4) and (a)(5) above have been made and, after the Class A-1A certificates have been reduced to zero, the funds attributable to mortgage loans in loan group 2 remaining after the payments specified in clauses (a)(1), (a)(2), (a)(3), (a)(4) and (a)(5), above have been made, until the certificate balance of the Class A-SB certificates has been reduced to zero, and (b) to the Class A-1A certificates, in an amount equal to the funds attributable to mortgage loans in loan

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group 2 and, after the certificate balances of the Class A-4 and Class A-SB certificates and the Class A-4FL regular interest have been reduced to zero, the funds attributable to mortgage loans in loan group 1 remaining after the payments specified in clause (a) have been made, until the certificate balance of the Class A-1A certificates has been reduced to zero. If the certificate balance of each and every class of certificates other than the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A certificates and the Class A-4FL regular interest has been reduced to zero as a result of the allocation of mortgage loan losses to those certificates, funds available for distributions of principal will be distributed to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A certificates, and the Class A-4FL regular interest, pro rata, rather than sequentially, without regard to loan groups, the distribution priorities above or the planned principal balance of the Class A-SB certificates.
Third/Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A certificates and the Class A-4FL regular interest: To reimburse the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A certificates and the Class A-4FL regular interest, pro rata, for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by those classes, without regard to loan groups.
Fourth/Class A-M certificates: To the Class A-M certificates as follows: (a) first, to interest on the Class A-M certificates, in an amount up to its interest entitlement; (b) second, to the extent of funds allocated to principal and available for distribution remaining after distributions in respect of principal to each class with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A certificates and the Class A-4FL regular interest), to principal on the Class A-M certificates, until the certificate balance of the Class A-M certificates has been reduced to zero; and (c) third, to reimburse the Class A-M certificates, for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that class.
Fifth/Class A-J certificates: To the Class A-J certificates in a manner analogous to the Class A-M certificates’ allocations of priority Fourth above.
Sixth/Non-offered certificates: In the amounts and order of priority described in ‘‘Description of the Certificates—Distributions—Priority’’ in this prospectus supplement.

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For purposes of making distributions to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A certificates and the Class A-4FL regular interest, except in the event of insufficient funds, as described above, the pool of mortgage loans will be deemed to consist of two distinct groups, loan group 1 and loan group 2. Loan group 1 will consist of 69 mortgage loans, representing approximately 94.4% of the aggregate principal balance of all the mortgage loans as of the cut-off date and loan group 2 will consist of 10 mortgage loans, representing approximately 5.6% of the aggregate principal balance of all the mortgage loans as of the cut-off date. Loan group 2 will include approximately 100.0% of all the mortgage loans secured by multifamily properties, with approximately 10 multifamily and manufactured housing communities, as a percentage of the aggregate principal balance of all the mortgage loans as of the cut-off date. Annex A-1 to this prospectus supplement will set forth the loan group designation with respect to each mortgage loan.
B.    Interest and Principal
            Entitlements		 A description of the interest entitlement of each class of offered certificates and the Class A-4FL regular interest 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 offered certificates (other than the Class A-4FL and Class X certificates) and the Class A-4FL regular interest 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 and
            Prepayment Premiums		 Yield maintenance charges and prepayment premiums with respect to the mortgage loans will be allocated to the offered certificates (other than the Class A-4FL certificates) and the Class A-4FL regular interest as described in ‘‘Description of the Certificates—Allocation of Yield Maintenance Charges and Prepayment Premiums’’ in this prospectus supplement.
For so long as the swap contract is in effect, any yield maintenance charges distributable in respect of the Class A-4FL regular interest will be payable to the swap counterparty pursuant to the terms of the swap contract. If the swap contract is no longer in effect, any yield maintenance charges allocable to the Class A-4FL regular interest will be paid to the holders of the Class A-4FL certificates.

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For an explanation of the calculation of yield maintenance charges, see ‘‘Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Prepayment Provisions’’ in this prospectus supplement.
D.    General The chart below describes the manner in which the payment rights of certain classes of certificates and the Class A-4FL regular interest will be senior or subordinate, as the case may be, to the payment rights of other classes of certificates and the Class A-4FL regular interest. The chart shows the entitlement to receive principal and/or interest of certain classes of certificates and the Class A-4FL regular interest on any distribution date in descending order (beginning with the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-1A and Class X certificates and the Class A-4FL regular interest). It also shows the manner in which mortgage loan losses are allocated to certain classes of certificates and the Class A-4FL regular interest in ascending order (beginning with the other classes of certificates (other than the Class R and Class LR certificates) that are not being offered by this prospectus supplement). No principal payments or mortgage loan losses will be allocated to the Class X, Class R or Class LR certificates, although principal payments and mortgage loan losses may reduce the notional amount of the Class X certificates and, therefore, the amount of interest they accrue. In addition, while mortgage loan losses and available funds shortfalls will not be directly allocated to the Class A-4FL certificates, mortgage loan losses and available funds shortfalls may be allocated to the Class A-4FL regular interest, in reduction of the certificate balance of the Class A-4FL regular interest, and the amount of its interest entitlement. Any decrease in the certificate balance of the Class A-4FL regular interest will result in a corresponding decrease in the certificate balance of the Class A-4FL certificates, and any interest shortfalls suffered by the Class A-4FL regular interest will reduce the amount of interest distributed on the Class A-4FL certificates, to the extent described in this prospectus supplement.

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* The Class X certificates are interest-only certificates.
** The Class A-4FL certificates are entitled to receive floating rate payments from the swap provider under the interest rate swap contract in exchange for the fixed rate payments to which the Class A-4FL regular interest is entitled.
Other than the subordination of certain classes of certificates, as described above, no other form of credit enhancement or interest rate protection will be available for the benefit of the holders of the offered certificates.
Principal losses on mortgage loans that are allocated to a class of certificates (other than the Class A-4FL, Class X, Class R or Class LR certificates) or the Class A-4FL regular interest will reduce the certificate balance of that class of certificates or the Class A-4FL regular interest (and correspondingly the Class A-4FL 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 (other than the Class A-4FL certificates) and the Class A-4FL regular interest 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 servicers, 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 extraordinary expenses of the trust; and shortfalls resulting from a modification of a mortgage loan’s interest rate or principal balance or from other unanticipated or default-related expenses of the trust. Reductions in distributions to the Class A-4FL regular interest will cause a corresponding reduction in distributions to the Class A-4FL certificates to the extent described in this prospectus supplement. Prepayment interest shortfalls that are not covered by certain compensating interest payments made by the master

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servicers are required to be allocated to the certificates (other than the Class A-4FL certificates) and the Class A-4FL regular interest (and thus to the Class A-4FL certificates to the extent described in this prospectus supplement) to reduce the amount of interest payable on the certificates (other than the Class A-4FL certificates) and the Class A-4FL regular interest (and thus to the Class A-4FL certificates to the extent described in this prospectus supplement). See ‘‘Description of the Certificates—Distributions—Priority’’ in this prospectus supplement.
Advances
A.    P&I Advances Each master servicer with respect to the mortgage loans for which it is acting as master servicer is required to advance a delinquent periodic mortgage loan payment (unless that master servicer or the special servicer determines that the advance plus interest thereon would be non-recoverable from proceeds of the related mortgage loan). The applicable master servicer will not 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 or 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. See ‘‘Description of the Certificates—Advances’’ in this prospectus supplement. There may be other circumstances in which the applicable master servicer will not be required to advance one full month of principal and/or interest. If the applicable master servicer fails to make a required advance, the trustee will be required to make the advance, unless the trustee determines that the advance would be non-recoverable. See ‘‘Description of the Certificates—Advances’’ in this prospectus supplement. If an interest advance is made by a master servicer, that master servicer will not advance its servicing fee, but will advance the trustee’s fee. None of the master servicers or the trustee will be required to advance any amounts due to be paid by the swap counterparty for distribution to the Class A-4FL certificates or be liable for any breakage, termination or other costs owed by the trust fund to the swap counterparty. See ‘‘Description of the Certificates—Advances’’ in this prospectus supplement.
B.    Property Protection Advances Each master servicer may be required (with respect to the mortgage loans for which it is acting as master servicer), and the special servicer may be permitted, to

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make advances to pay delinquent real estate taxes, assessments and hazard insurance premiums and similar expenses necessary to:
• protect and maintain the related mortgaged property;
• maintain the lien on the related mortgaged property; or
• enforce the related mortgage loan documents.
If the applicable master servicer fails to make a required advance of this type, the trustee will be required to make this advance. None of the master servicers, the special servicer or the trustee is required to advance amounts determined by such party to be non-recoverable. See ‘‘Description of the Certificates—Advances’’ in this prospectus supplement.
C.    Interest on Advances The applicable 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. None of the master servicers or 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 applicable 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 and ‘‘Description of the Certificates—Advances in Respect of Delinquencies’’ and ‘‘Description of the Pooling Agreements—Certificate Account’’ in the prospectus.

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The Mortgage Loans

The Mortgage Pool The trust’s primary assets will be 79 fixed rate mortgage loans, each evidenced by one or more promissory notes secured by first mortgages, deeds of trust or similar security instruments on the fee and/or leasehold estate of the related borrower in 107 commercial properties and 11 multifamily and manufactured housing community properties.
The aggregate principal balance of the mortgage loans as of the cut-off date will be approximately $1,165,893,035.
The Block at Orange loan (identified as Loan No. 2 on Annex A-1 to this prospectus supplement), with a principal balance as of the cut-off date of $110,000,000, and representing approximately 9.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (10.0%, 0.0%), is one of two mortgage loans that are part of a split loan structure, and is secured by the same mortgage instrument on the related mortgaged property. The first of these mortgage loans, evidenced by promissory note A-2, is the Block at Orange loan, which is included in the trust. The second of these mortgage loans, evidenced by promissory note A-1, is the Block at Orange pari passu companion loan (with an outstanding principal balance as of the cut-off date of $110,000,000) is part of the split loan structure but is not included in the trust and is included in the trust established in connection with the issuance of the J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1, Commercial Mortgage Pass-Through Certificates, Series 2007-C1. The Block at Orange pari passu companion loan is pari passu in right of payment with the Block at Orange loan.
The Block at Orange loan and the Block at Orange pari passu companion loan will be serviced in accordance with the JPMCC 2007-C1 pooling and servicing agreement by the JPMCC 2007-C1 master servicer and the JPMCC 2007-C1 special servicer, and in accordance with the applicable servicing standards provided in the JPMCC 2007-C1 pooling and servicing agreement. See ‘‘Description of the Mortgage Pool—The Block at Orange Whole Loan’’ in this prospectus supplement.
The mortgage loan amount used in this prospectus supplement for purposes of calculating the loan-to-value ratios and debt service coverage ratios for the Block at Orange loan is the aggregate principal balance of the Block at Orange loan and the Block at Orange pari passu companion loan.

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The Westin Portfolio loan (identified as Loan No. 3 on Annex A-1 to this prospectus supplement), with a principal balance as of the cut-off date of $104,000,000, and representing approximately 8.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (9.4%, 0.0%), is one of two mortgage loans that are part of a split loan structure, and is secured by the same mortgage instrument on the related mortgaged property. The first of these mortgage loans, evidenced by promissory note A-2, is the Westin Portfolio loan, which is included in the trust. The second of these mortgage loans, evidenced by promissory note A-1, is the Westin Portfolio pari passu companion loan (with an outstanding principal balance as of the cut-off date of $105,000,000) is part of the split loan structure but is not included in the trust and is included in the trust established in connection with the issuance of the J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1, Commercial Mortgage Pass-Through Certificates, Series 2007-C1. The Westin Portfolio pari passu companion loan is pari passu in right of payment with the Westin Portfolio loan.
The Westin Portfolio loan and the Westin Portfolio pari passu companion loan will be serviced in accordance with the JPMCC 2007-C1 pooling and servicing agreement by the JPMCC 2007-C1 master servicer and the JPMCC 2007-C1 special servicer, and in accordance with the applicable servicing standards provided in the JPMCC 2007-C1 pooling and servicing agreement. See ‘‘Description of the Mortgage Pool—The Westin Portfolio Whole Loan’’ in this prospectus supplement.
The mortgage loan amount used in this prospectus supplement for purposes of calculating the loan-to-value ratios and debt service coverage ratios for the Westin Portfolio loan is the aggregate principal balance of the Westin Portfolio loan and the Westin Portfolio pari passu companion loan.
Three (3) mortgage loans (referred to in this prospectus supplement as the AB mortgage loans) are evidenced by the senior of two notes secured by a single mortgage on the related mortgaged property and a single assignment of leases, with the related AB subordinate companion loans not being part of the trust fund. The AB mortgage loans are secured by the related mortgaged property identified on Annex A-1 to this prospectus supplement as Wisco Hotel Group A2, Wisco Hotel Group A1 and Regency Portfolio, representing approximately 6.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (7.2%, 0.0%).

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The following table and discussion contains general information regarding the AB mortgage loans:

Number Mortgage
Loan		 A Note
Cut-off
Date
Loan
Balance		 % of
Initial
Pool
Balance		 % of
Initial
Loan
Group 1
Balance		 B Note
Original
Balance
11 Wisco Hotel Group A2 $ 27,759,716 2.4 %  2.5 %  $ 1,677,000
13 Wisco Hotel Group A1 $ 26,783,048 2.3 %  2.4 %  $ 1,650,000
15 Regency Portfolio $ 25,075,000 2.2 %  2.3 %  $ 1,575,000
Each AB mortgage loan and the related AB subordinate companion loan is subject to an intercreditor agreement. The intercreditor agreement generally allocates collections in respect of the related AB mortgage loan prior to a monetary event of default, or material non-monetary event of default to the AB mortgage loan and the related AB subordinate companion loan on a pro rata basis. After a monetary event of default or material non-monetary event of default, the intercreditor agreement generally allocates collections in respect of an AB mortgage loan and the related AB subordinate companion loan first to the AB mortgage loan and second to the related AB subordinate companion loan. The applicable master servicer and the special servicer will service and administer each AB mortgage loan and the related AB subordinate companion loan pursuant to the pooling and servicing agreement and the related intercreditor agreement so long as the related AB mortgage loan is part of the trust fund. Amounts attributable to an AB subordinate companion loan will not be assets of the trust, and will be beneficially owned by the holder of the related AB subordinate companion loan. See ‘‘Description of the Mortgage Pool—AB Whole Loans’’ in this prospectus supplement. Each holder of an AB subordinate companion loan will have the right to purchase the related AB mortgage loan under certain limited circumstances. In addition, each holder of an AB subordinate companion loan will have the right to approve certain modifications to the related AB mortgage loan under certain circumstances. See ‘‘Description of the Mortgage Pool—AB Whole Loans’’ in this prospectus supplement.
The following tables set forth certain anticipated characteristics of the mortgage loans as of the cut-off date (unless otherwise indicated). Except as specifically provided in this prospectus supplement, information presented in this prospectus supplement (including loan-to-value ratios and debt service coverage ratios) with respect to a mortgage loan with one or more subordinate companion loans is calculated without regard to the related subordinate companion loan(s),

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and in the case of a mortgage loan with one or more pari passu companion loans in certain circumstances, such information, particularly as it relates to loan-to-value ratios and debt service coverage ratios, includes the principal balances and debt service payments of each related pari passu companion loan(s).
The sum of the numerical data in any column may not equal the indicated total due to rounding. Unless otherwise indicated, all figures presented in this ‘‘Summary of Terms’’ are calculated as described under ‘‘Description of the Mortgage Pool—Additional Mortgage Loan Information’’ in this prospectus supplement and all percentages represent the indicated percentage of the aggregate principal balance of the pool of mortgage loans, the mortgage loans in loan group 1 or the mortgage loans in loan group 2, in each case, as of the cut-off date. The principal balance of each mortgage loan as of the cut-off date assumes the timely receipt of principal scheduled to be paid on or before the cut-off date and no defaults, delinquencies or prepayments on any mortgage loan on or prior to the cut-off date. 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.

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The mortgage loans will have the following approximate characteristics as of the cut-off date:

Cut-off Date Mortgage Loan Characteristics


  All Mortgage Loans Loan Group 1 Loan Group 2
Aggregate outstanding principal balance(1) $1,165,893,035 $1,100,817,391 $65,075,645
Number of mortgage loans 79 69 10
Number of mortgaged properties 118 108 10
Number of crossed loan pools 0 0 0
Crossed loan pools as a percentage 0.0% 0.0% 0.0%
Range of mortgage loan principal balances $1,441,259
to $125,200,000		 $1,441,259
to $125,200,000		 $2,205,000
to $16,000,000
Average mortgage loan principal balances $14,758,140 $15,953,875 $6,507,564
Range of mortgage rates 5.7800%
to 8.7070%		 5.8400%
to 8.7070%		 5.7800%
to 7.0300%
Weighted average mortgage rate 6.62472% 6.63101% 6.51831%
Range of original terms to maturity 56 months
to 168 months		 56 months
to 121 months		 60 months
to 168 months
Weighted average original term to maturity 112 months 112 months 113 months
Range of remaining terms to maturity 53 months
to 166 months		 53 months
to 121 months		 54 months
to 166 months
Weighted average remaining term to maturity 107 months 107 months 109 months
Range of original amortization term(2) 180 months
to 360 months		 180 months
to 360 months		 360 months
to 360 months
Weighted average original amortization term(2) 359 months 358 months 360 months
Range of remaining amortization terms(2) 176 months
to 360 months		 176 months
to 360 months		 354 months
to 360 months
Weighted average remaining amortization term(2) 357 months 357 months 358 months
Range of loan-to-value ratios(4) 17.7% to 83.3% 34.6% to 79.8% 17.7% to 83.3%
Weighted average loan-to-value ratio(4) 69.6% 69.7% 69.0%
Range of loan-to-value ratios as of the maturity date(4) 13.3% to 79.3% 28.7% to 79.3% 13.3% to 79.3%
Weighted average loan-to-value ratio as of the maturity date(4) 64.1% 64.1% 62.9%
Range of debt service coverage ratios(3) 1.10x to 3.76x 1.10x to 2.82x 1.15x to 3.76x
Weighted average debt service coverage ratios(3) 1.29x 1.28x 1.42x
Percentage of aggregate outstanding principal balance consisting of:      
Balloon mortgage loans      
Partial Interest Only 65.7% 66.3% 55.6%
Balloon 24.0% 22.8% 44.4%
Interest Only 10.3% 10.9% 0.0%
(1) Subject to a permitted variance of plus or minus 5%.
(2) Excludes the mortgage loans that are interest-only for the entire term.
(3) For all partial interest-only loans, the debt service coverage ratio was calculated based on the first principal and interest payments to be made into the trust during the term of the loan.
(4) In the case of 2 mortgage loans (identified as Loan Nos. 1 and 33 on Annex A-1 to this prospectus supplement), representing approximately 11.4% of the aggregate principal balance of the pool of mortgage loans, the loan-to-value ratios were based upon an ‘‘as-stabilized’’ or an ‘‘as adjusted’’ basis. For further information see Annex A-1 to this prospectus supplement. See ‘‘Risk Factors—Limitations on Appraisals’’ in this prospectus supplement.

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The mortgage loans accrue interest based on the following conventions:
Interest Accrual Basis

Interest
Accrual
Basis		 Number of
Mortgage
Loans		 Aggregate
Principal
Balance of
Mortgage
Loans		 % of
Initial Pool
Balance		 % of
Initial Loan
Group 1
Balance		 % of
Initial Loan
Group 2
Balance
Actual/360 79 $ 1,165,893,035 100.0 %  100.0 %  100.0 % 
Total: 79 $ 1,165,893,035 100.0 %  100.0 %  100.0 % 
Amortization Types

Type of Amortization Number of
Mortgage
Loans		 Aggregate
Principal
Balance of
Mortgage
Loans		 % of
Initial Pool
Balance		 % of
Initial Loan
Group 1
Balance		 % of
Initial Loan
Group 2
Balance
Balloon Loans          
Partial Interest-Only 32 $ 766,015,000 65.7 %  66.3 %  55.6 % 
Balloon 43 279,783,035 24.0 22.8 44.4
Interest-Only 4 120,095,000 10.3 10.9 0.0
Total: 79 $ 1,165,893,035 100.0 %  100.0 %  100.0 % 
See ‘‘Description of the Mortgage Pool—Additional Mortgage Loan Information’’ and ‘‘—Certain Terms and Conditions of the Mortgage Loans’’ in this prospectus supplement.
The following table contains general information regarding the prepayment provisions of the mortgage loans:
Overview of Prepayment Protection(1)

Prepayment
Protection		 Number of
Mortgage
Loans		 Aggregate
Principal
Balance of
Mortgage
Loans		 % of
Initial Pool
Balance		 % of
Initial Loan
Group 1
Balance		 % of
Initial Loan
Group 2
Balance
Defeasance 66 $ 1,081,903,150 92.8 %  94.4 %  64.9 % 
Yield Maintenance 10 54,326,683 4.7 3.9 17.5
Fixed Penalty 1 11,447,509 1.0 0.0 17.6
Def/Fixed Penalty 1 11,000,000 0.9 1.0 0.0
Def, Def/YM 1 7,215,693 0.6 0.7 0.0
Total: 79 $ 1,165,893,035 100.0 %  100.0 %  100.0 % 
(1) See Annex A-1 to this prospectus supplement for specific criteria applicable to the mortgage loans.
Defeasance permits the related borrower to substitute direct non-callable U.S. Treasury obligations or, in certain cases, other government securities for the related mortgaged property as collateral for the related mortgage loan.

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The mortgage loans generally permit voluntary prepayment without payment of a yield maintenance charge or any prepayment premium during a limited ‘‘open period’’ immediately prior to and including the stated maturity date as follows:
Prepayment Open Periods(1)

Open Periods
(Payments)		 Number of
Mortgage
Loans		 Aggregate
Principal
Balance of
Mortgage
Loans		 % of
Initial Pool
Balance		 % of
Initial Loan
Group 1
Balance		 % of
Initial Loan
Group 2
Balance
2 10 $ 111,794,036 9.6 %  8.5 %  28.6 % 
3 23 252,509,135 21.7 20.4 42.2
4 45 691,589,864 59.3 61.1 29.2
7 1 110,000,000 9.4 10.0 0.0
Total: 79 $ 1,165,893,035 100.0 %  100.0 %  100.0 % 
(1) See Annex A-1 to this prospectus supplement for specific criteria applicable to the mortgage loans.
See ‘‘Description of the Mortgage Pool—Additional Mortgage Loan Information’’ and ‘‘—Certain Terms and Conditions of the Mortgage Loans—Defeasance; Collateral Substitution; Property Releases’’ in this prospectus supplement.
Current Uses of the Mortgaged Properties(1)

Property
Type		 Number of
Mortgaged
Properties		 Aggregate
Principal
Balance of
Mortgage
Loans		 % of
Initial Pool
Balance		 % of
Initial Loan
Group 1
Balance		 % of
Initial Loan
Group 2
Balance
Retail 38 $ 423,567,787 36.3 %  38.5 %  0.0 % 
Office 20 309,974,441 26.6 28.2 0.0
Hotel 20 245,244,510 21.0 22.3 0.0
Multifamily 11 65,480,645 5.6 0.04 100.0
Industrial 15 43,140,549 3.7 3.9 0.0
Mixed Use 5 40,957,289 3.5 3.7 0.0
Self Storage 5 23,527,814 2.0 2.1 0.0
Parking Garage 4 14,000,000 1.2 1.3 0.0
Total: 118 $ 1,165,893,035 100.0 %  100.0 %  100.0 % 
(1) Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts as stated in Annex A-1.

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The mortgaged properties are located in 32 states and the District of Columbia. The following tables list the states that have concentrations of mortgaged properties of 5% or more of the aggregate principal balance of the pool of mortgage loans as of the cut-off date:
Geographic Distribution(1)

State Number of
Mortgaged
Properties		 Aggregate
Principal
Balance of
Mortgage Loans		 % of Initial
Pool Balance
California 4 $ 247,233,826 21.2 % 
Pennsylvania 6 $ 96,144,169 8.2 % 
Wisconsin 16 $ 92,224,995 7.9 % 
Arizona 2 $ 79,072,344 6.8 % 
Maryland 4 $ 62,259,508 5.3 % 
(1) Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts as stated in Annex A-1.
Geographic Distribution—Loan Group 1(1)

State Number of
Mortgaged
Properties		 Aggregate
Principal
Balance of
Mortgage Loans		 % of Initial
Loan Group 1
Balance
California 4 $ 247,233,826 22.5 % 
Pennsylvania 6 $ 96,144,169 8.7 % 
Wisconsin 16 $ 92,224,995 8.4 % 
Arizona 2 $ 79,072,344 7.2 % 
Maryland 4 $ 62,259,508 5.7 % 
(1) Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts as stated in Annex A-1.
Geographic Distribution—Loan Group 2(1)

State Number of
Mortgaged
Properties		 Aggregate
Principal
Balance of
Mortgage Loans		 % of Initial
Loan Group 2
Balance
Texas 2 $ 27,375,000 42.1 % 
Florida 1 $ 11,447,509 17.6 % 
Missouri 2 $ 9,843,916 15.1 % 
New York 1 $ 4,990,400 7.7 % 
Indiana 1 $ 4,150,000 6.4 % 
(1) Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts as stated in Annex A-1.

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Additional Aspects of Certificates

Denominations The offered certificates (other than the Class A-4FL and Class X certificates) will be offered in minimum denominations of $10,000 initial certificate balance. Investments in excess of the minimum denominations may be made in multiples of $1. The Class A-4FL certificates will be offered in minimum denominations of $100,000 initial certificate balance. The Class X certificates will be issued, maintained and transferred only in minimum denominations of authorized initial notional amounts of not less than $1,000,000, and in integral multiples of $1 in excess thereof.
Registration, Clearance and
    Settlement		 Each class of offered certificates will initially be registered in the name of Cede & Co., as nominee of The Depository Trust Company, or DTC.
You may hold your offered certificates through: (1) DTC in the United States; or (2) Clearstream Banking, société anonyme or Euroclear Bank, as operator of the Euroclear System. Transfers within DTC, Clearstream Banking, société anonyme or Euroclear Bank, as operator of the Euroclear System, will be made in accordance with the usual rules and operating procedures of those systems.
We may elect to terminate the book-entry system through DTC (with the consent of the DTC participants), Clearstream Banking, société anonyme or Euroclear Bank, as operator of the Euroclear System, with respect to all or any portion of any class of the offered certificates.
See ‘‘Description of the Certificates—Book-Entry Registration and Definitive Certificates’’ in this prospectus supplement and in the prospectus.
Information Available to
    Certificateholders		 On each distribution date, the paying agent will prepare and make available to each certificateholder of record, initially expected to be Cede & Co., a statement as to the distributions being made on that date. Additionally, under certain circumstances, certificateholders of record may be entitled to certain other information regarding the trust. See ‘‘Description of the Certificates—Reports to Certificateholders; Certain Available Information’’ in this prospectus supplement.

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Deal Information/Analytics Certain information concerning the mortgage loans and the offered certificates may be available to subscribers through the following services:
• Bloomberg, L.P., Trepp, LLC and Intex Solutions, Inc.; and
• the paying agent’s website initially located at www.etrustee.net.
Optional Termination On any distribution date on which the aggregate principal balance of the pool of mortgage loans remaining in the trust fund is less than 1% of the aggregate principal balance of the mortgage loans as of the cut-off date, certain entities specified in this prospectus supplement will have the option to purchase all of the remaining mortgage loans (and all property acquired through exercise of remedies in respect of any mortgage loan) at the price specified in this prospectus supplement. Exercise of this option will terminate the issuing entity and retire the then outstanding certificates. The issuing entity may also be terminated in connection with a voluntary exchange of all the then outstanding certificates (other than the Class R and Class LR certificates), including the Class X certificates (provided, however, that the offered certificates (other than the Class X certificates) are no longer outstanding and there is only one holder of the outstanding certificates), for the mortgage loans remaining in the issuing entity.
See ‘‘Description of the Certificates—Termination; Retirement of Certificates’’ in this prospectus supplement and ‘‘Description of the Certificates—Termination’’ in the prospectus.
Required Repurchases or
    Substitutions of Mortgage Loans		 Under certain circumstances, a mortgage loan seller may be obligated to repurchase an affected mortgage loan from the issuing entity as a result of a material document defect or a material breach of the representations and warranties made by the related mortgage loan seller with respect to the mortgage loan in the related purchase agreement. See ‘‘Description of the Mortgage Pool—Representations and Warranties; Repurchases and Substitutions’’ in this prospectus supplement.
Sale of Defaulted Loans Pursuant to the pooling and servicing agreement, (i) the holder of the certificates representing the greatest percentage interest in the controlling class, and (ii) the special servicer, in that order, have the option to purchase from the trust any defaulted mortgage loan.

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Furthermore, each AB subordinate companion loan holder also has a purchase option with respect to the related AB mortgage loan, and holders of mezzanine loans may have a purchase option on the related defaulted mortgage loan. See ‘‘Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans’’ in this prospectus supplement.
Tax Status Elections will be made to treat designated portions of the trust (exclusive of the Class A-4FL regular interest, the swap contract and the floating rate account) as two separate REMICs—a lower-tier REMIC and an upper-tier REMIC—for federal income tax purposes. The portion of the trust representing the Class A-4FL regular interest, the swap contract and the floating rate account will be treated as a grantor trust for federal income tax purposes, and the Class A-4FL certificates will represent undivided beneficial interests in the grantor trust. In the opinion of counsel, the portions of the trust referred to above will qualify for this treatment.
Pertinent federal income tax consequences of an investment in the offered certificates include:
• Each class of offered certificates (other than the Class A-4FL certificates) and the Class A-4FL regular interest will represent ‘‘regular interests’’ in the upper-tier REMIC.
• The Class A-4FL certificates will represent an undivided interest in a portion of the trust fund that is treated as a grantor trust for federal income tax purposes, which portion includes the Class A-4FL regular interest, the floating rate account and the beneficial interest of such class in the swap contract.
• Each regular interest will be treated as a newly originated debt instrument for federal income tax purposes.
• You will be required to report income on the regular interest represented by your certificates using the accrual method of accounting.
• It is anticipated that the Class A-2, Class A-3, Class A-4, Class A-1A and Class A-SB certificates and the Class A-4FL regular interest will be issued at a premium, that the Class A-1 and Class A-M certificates will be issued with a de minimis amount of original issue discount and that the Class A-J certificates will be issued with original issue discount for federal income tax purposes.
See ‘‘Certain Federal Income Tax Consequences’’ in this prospectus supplement and in the prospectus.

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Certain ERISA Considerations Subject to important considerations described under ‘‘Certain ERISA Considerations’’ in this prospectus supplement and in the prospectus, the offered certificates are expected to be eligible for purchase by persons investing assets of employee benefit plans or individual retirement accounts. In particular, fiduciaries of plans contemplating a purchase of the Class A-4FL certificates should review the additional requirements for purchases of Class A-4FL certificates by plans, as discussed under ‘‘Certain ERISA Considerations’’ in this prospectus supplement.
Legal Investment The offered certificates will not constitute ‘‘mortgage related securities’’ for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. 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 supplement and in the prospectus.
Ratings The offered certificates will not be issued unless each of the offered classes receives the following ratings from Moody’s Investors Service, Inc. and Fitch, Inc.:

  Moody’s Fitch
Class A-1 Aaa AAA
Class A-2 Aaa AAA
Class A-3 Aaa AAA
Class A-4 Aaa AAA
Class A-4FL Aaa AAA
Class A-SB Aaa AAA
Class A-1A Aaa AAA
Class X Aaa AAA
Class A-M Aaa AAA
Class A-J Aaa AAA
A rating agency may downgrade, qualify or withdraw a security rating at any time. A rating agency not requested to rate the offered certificates may nonetheless issue a rating and, if one does, it may be lower than those stated above. The security ratings do not address the frequency of prepayments (whether voluntary or involuntary) of mortgage loans, the degree to which prepayments might differ from those originally anticipated, the likelihood of collection of default

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interest or yield maintenance charges, or the tax treatment of the certificates. The ratings of Moody’s Investors Service, Inc. and Fitch, Inc. do not address the application of net aggregate prepayment interest shortfalls to the certificates. Also, the security ratings do not represent any assessment of the yield to maturity that investors may experience or the possibility that the Class X certificateholders might not fully recover their investments in the event of rapid prepayments of the mortgage loans (including both voluntary and involuntary prepayments). In addition, a security rating of the Class A-4FL certificates does not represent any assessment as to whether the floating interest rate on such certificates will convert to a fixed rate. With respect to the Class A-4FL certificates, Moody’s Investors Service, Inc. and Fitch, Inc. are only rating the receipt of interest up to the fixed per annum rate applicable to the Class A-4FL regular interest. See ‘‘Yield and Maturity Considerations,’’ ‘‘Risk Factors’’ and ‘‘Description of the Certificates—Advances’’ in this prospectus supplement and ‘‘Yield and Maturity Considerations’’ in the prospectus.
See ‘‘Ratings’’ in this prospectus supplement and ‘‘Rating’’ in the prospectus for a discussion of the basis upon which ratings are given and the conclusions that may not be drawn from a rating.

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 Risk Factors 

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

The risks and uncertainties described below are not the only ones relating to your certificates. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair your investment.

If any of the following events or circumstances identified as risks actually occur or materialize, your investment could be materially and adversely affected.

This prospectus supplement also contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this prospectus supplement.

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

Geographic Concentration Entails Risks

Mortgaged properties located in California, Pennsylvania, Wisconsin, Arizona and Maryland secure mortgage loans representing approximately 21.2%, 8.2%, 7.9%, 6.8% and 5.3%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date.

Mortgaged properties located in California, Pennsylvania, Wisconsin, Arizona and Maryland secure mortgage loans representing approximately 22.5%, 8.7%, 8.4%, 7.2% and 5.7%, respectively, of the aggregate principal balance of the pool of mortgage loans in loan group 1 as of the cut-off date.

Mortgaged properties located in Texas, Florida, Missouri, New York and Indiana secure mortgage loans representing approximately 42.1%, 17.6%, 15.1%, 7.7% and 6.4%, respectively, of the aggregate principal balance of the pool of mortgage loans in loan group 2 as of the cut-off date.

Concentrations of mortgaged properties in geographic areas may increase the risk that adverse economic or other developments or natural disasters affecting a particular region of the country could increase the frequency and severity of losses on mortgage loans secured by those properties. In recent periods, several regions of the United States have experienced significant real estate downturns. Regional economic declines or conditions in regional real estate markets could adversely affect the income from, and market value of, the mortgaged properties. Other regional factors—e.g., earthquakes, floods, forest fires or hurricanes or changes in governmental rules or fiscal policies—also may adversely affect the mortgaged properties. For example, mortgaged properties located in California, Texas or Florida may be more susceptible to certain hazards (such as earthquakes, floods or hurricanes) than mortgaged properties in other parts of the country and mortgaged properties located in coastal states, including, but not limited to, Florida, Louisiana, Alabama and Mississippi, also may be more generally susceptible to hurricanes than properties in other parts of the country. Recent hurricanes in the Gulf Coast region and in Florida have resulted in severe property damage as a result of the winds and the associated flooding. The mortgage loans do not all require flood insurance on the related mortgaged properties. We cannot assure you that any hurricane damage would be covered by insurance. See ‘‘—Other Risks—Past Hurricanes’’ below, ‘‘Servicing of the Mortgage Loans—

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Maintenance of Insurance’’ and ‘‘Certain Legal Aspects of the Mortgage Loans’’ in this prospectus supplement and ‘‘Description of the Pooling Agreements—Hazard Insurance Policies’’ in the accompanying prospectus.

Risks Relating to Mortgage Loan Concentrations

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

•  The largest mortgage loan (treating as a single mortgage loan all mortgage loans, if any, that are cross-collateralized with each other) represents approximately 10.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (the largest mortgage loan in loan group 1 represents approximately 11.4% of the aggregate principal balance of the mortgage loans in loan group 1 as of the cut-off date and the largest mortgage loan in loan group 2 represents approximately 24.6% of the aggregate principal balance of the mortgage loans in loan group 2 as of the cut-off date).
•  The 3 largest mortgage loans (treating as a single mortgage loan all mortgage loans, if any, that are cross-collateralized with each other) represent, in the aggregate, approximately 29.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (the 3 largest mortgage loans in loan group 1 represent approximately 30.8% of the aggregate principal balance of the mortgage loans in loan group 1 as of the cut-off date and the 3 largest mortgage loans in loan group 2 represent approximately 59.7% of the aggregate principal balance of the mortgage loans in loan group 2 as of the cut-off date).
•  The 10 largest mortgage loans (treating as a single mortgage loan all mortgage loans, if any, that are cross-collateralized with each other) represent, in the aggregate, approximately 52.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (the 10 largest mortgage loans in loan group 1 represent approximately 55.2% of the aggregate principal balance of the mortgage loans in loan group 1 as of the cut-off date and the 10 largest mortgage loans in loan group 2 represent approximately 100.0% of the aggregate principal balance of the mortgage loans in loan group 2 as of the cut-off date).

See ‘‘Description of the Mortgage Pool—Top Ten Mortgage Loans’’ in this prospectus supplement.

Each of the other mortgage loans represents approximately no more than 2.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. Each of the other mortgage loans in loan group 1 represents approximately no more than 2.5% of the aggregate principal balance of the mortgage loans in loan group 1 as of the cut-off date. There are no other Mortgage Loans in Loan Group 2 other than the 10 largest Mortgage Loans within Loan Group 2 referred to above.

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

Property Type Concentrations Greater Than 5%(1)


Property Type Number of Mortgaged Properties Aggregate Principal Balance of Mortgage Loans % of Initial
Pool
Balance		 % of Initial
Loan Group 1 Balance		 % of Initial
Loan Group 2 Balance
Retail  38 $ 423,567,787 36.3 %  38.5 %  0.0 % 
Office 20 $ 309,974,441 26.6 %  28.2 %  0.0 % 
Hotel 20 $ 245,244,510 21.0 %  22.3 %  0.0 % 
Multifamily 11 $ 65,480,645 5.6 %  0.04 %  100.0 % 
(1) Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts as stated in Annex A-1 to this prospectus supplement.

A concentration of mortgage loans with the same borrower or related borrowers can also impose increased risks.

•  Five (5) groups of mortgage loans (comprised of 11 mortgage loans), representing approximately 16.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (16.1%, 15.1%), have borrowers related to each other, but no group of mortgage loans having borrowers that are related to each other represents more than approximately 8.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. Mortgage loans with related borrowers are identified under ‘‘Related Borrower’’ on Annex A-1 to this prospectus supplement.
•  Nine (9) mortgage loans, representing approximately 23.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (25.1%, 0.0%), are secured by more than one mortgaged property.

See ‘‘Description of the Mortgage Pool—Additional Mortgage Loan Information’’ in this prospectus supplement.

Mortgaged properties owned by related borrowers are likely to:

•  have common management, increasing the risk that financial or other difficulties experienced by the property manager could have a greater impact on the pool of mortgage loans; and
•  have common general partners or managing members, which could increase the risk that a financial failure or bankruptcy filing would have a greater impact on the pool of mortgage loans.

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Mortgage Loans Secured By More Than One Property Entail Certain Risks

As described in Annex A-1 to this prospectus supplement, 9 mortgage loans, representing in the aggregate approximately 23.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (25.1%, 0.0%) are secured by more than 1 mortgaged property. Such properties may be cross-collateralized and cross-defaulted with each other. Each multi-property mortgage loan is individually identified on Annex A-1 to this prospectus supplement. The multi-property mortgage loans are identified in the table below.

Portfolio Loans


Loan No. Mortgage Loan Number of
Mortgaged
Properties		 % of
Initial Pool
Balance		 % of
Initial Loan
Group 1
Balance
3 Westin Portfolio 2 8.9 %  9.4 % 
9 Aurora Health Care Portfolio 6 2.8 %  2.9 % 
11 Wisco Hotel Group A2 4 2.4 %  2.5 % 
13 Wisco Hotel Group A1 5 2.3 %  2.4 % 
14 Technology Park (Roll Up) 2 2.2 %  2.4 % 
15 Regency Portfolio 20 2.2 %  2.3 % 
22 Cleveland Arena Parking 4 1.2 %  1.3 % 
28 Washington Douglas Portfolio (Roll Up) 3 0.9 %  0.9 % 
29 Breckenridge & ClimaStor Self Storage Roll-up 2 0.9 %  0.9 % 

Cross-collateralization arrangements may be terminated with respect to such mortgage loan groups in certain circumstances under the terms of the related mortgage loan documents. Cross-collateralization and multiple property arrangements involving more than one borrower could be challenged as fraudulent conveyances by creditors of the related borrower in an action brought outside a bankruptcy case or, if the borrower were to become a debtor in a bankruptcy case, by the borrower’s representative.

A lien granted by a borrower could be avoided if a court were to determine that:

•  the borrower was insolvent when it granted the lien, was rendered insolvent by the granting of the lien, was left with inadequate capital when it allowed its mortgaged property or properties to be encumbered by a lien securing the entire indebtedness, or was not able to pay its debts as they matured when it granted the lien; and
•  the borrower did not receive fair consideration or reasonably equivalent value when it allowed its mortgaged property or properties to be encumbered by a lien securing the entire indebtedness.

Among other things, a legal challenge to the granting of the liens may focus on the benefits realized by that borrower from the respective mortgage loan proceeds, as well as the overall cross-collateralization. If a court were to conclude that the granting of the liens was an avoidable fraudulent conveyance, that court could:

•  subordinate all or part of the pertinent mortgage loan to existing or future indebtedness of that borrower;
•  recover payments made under that mortgage loan; or
•  take other actions detrimental to the holders of the certificates, including, under certain circumstances, invalidating the mortgage loan or the mortgages securing the cross-collateralization.

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.

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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 ‘‘single-purpose entities.’’ In general, but not in all cases, borrowers’ organizational documents or the terms of the mortgage loans limit their activities to the ownership of only the related mortgaged property or properties and limit the borrowers’ ability to incur additional indebtedness. 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. Each of the borrowers with respect to all of the mortgage loans is required to be a single-purpose entity. See ‘‘Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws’’ in the prospectus. Also, although a borrower may currently be a single purpose entity, in certain cases, that borrower was not originally a single-purpose entity, but at origination of the related mortgage loan its organizational documents were amended. That borrower may also have previously owned property other than the related mortgaged property 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 single-purpose entities structured to limit the possibility of becoming insolvent or bankrupt, may be more likely to become insolvent or the subject of a voluntary or involuntary bankruptcy proceeding because the borrowers may be:

•  operating entities with a business distinct from the operation of the mortgaged property with the associated liabilities and risks of operating an ongoing business; or
•  individuals that have personal liabilities unrelated to the mortgaged property.

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

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 the prospectus.

With respect to 12 mortgage loans (identified as Loan Nos. 4, 9, 14, 18, 20, 22, 25, 38, 43, 54, 70 and 74 on Annex A-1 to this prospectus supplement, including certain mortgage loans described under ‘‘Description of the Mortgage Pool—Top Ten Mortgage Loans’’ in this prospectus supplement), representing approximately 15.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (14.1%, 45.5%), the related borrowers own the related mortgaged property as tenants-in-common. See ‘‘Description of the Mortgage Pool—Top Ten Mortgage Loans’’ in this prospectus supplement. As a result, if a borrower that has not waived its right to partition exercises this right, the related mortgage loan may be subject to prepayment. The bankruptcy, dissolution or action for partition by one or more of the tenants-in-common could result in an early repayment of the related mortgage loan, significant delay in recovery against the tenant-in-common borrowers, particularly if the tenant-in-common borrowers file for bankruptcy separately or in series (because each time a tenant-in-common borrower files for bankruptcy, the bankruptcy court stay will be reinstated), a material impairment in property management and a substantial decrease in the amount recoverable upon the related mortgage loan. In some cases, the related mortgage loan documents provide for full recourse to the related

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tenant-in-common borrower or the guarantor if a tenant-in-common files for partition or bankruptcy. In some cases, the related tenant-in-common borrower waived its right to partition, reducing the risk of partition. However, there can be no assurance that, if challenged, this waiver would be enforceable. In some cases, the related tenant-in-common borrower is a special purpose entity (in some cases bankruptcy-remote), reducing the risk of bankruptcy. The tenant-in-common structure may cause delays in the enforcement of remedies because each time a tenant-in-common borrower files for bankruptcy, the bankruptcy court stay will be reinstated. There can be no assurance that a bankruptcy proceeding by a single tenant-in-common borrower will not delay enforcement of this mortgage loan.

Ability to Incur Other Borrowings Entails Risk

When a borrower (or its constituent members) also has one or more other outstanding loans (even if they are subordinated or mezzanine loans), the trust is subjected to additional risk. The borrower may have difficulty servicing and repaying multiple loans. The existence of another loan will generally also 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. 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.

As of the cut-off date, the applicable mortgage loan sellers have informed us that they are aware that 3 mortgage loans (referred to in this prospectus supplement as the AB mortgage loans) are evidenced by the senior of two notes secured by a single mortgage on the related mortgaged property and a single assignment of leases. The AB mortgage loans are identified on Annex A-1 to this prospectus supplement as Loan Nos. 11, 13 and 15, representing approximately 6.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (7.2%, 0.0%). The AB mortgage loans are included in the trust. Each of the junior of the two notes is an AB subordinate companion loan and is not included in the trust. However, each AB subordinate companion loan will be serviced under the pooling and servicing agreement, subject to the related intercreditor agreement.

In addition, the Block at Orange loan (identified as Loan No. 2 on Annex A-1 to this prospectus supplement), representing approximately 9.4% of the aggregate principal balance of the pool of mortgage loans in the trust (10.0%, 0.0%), is part of a split loan structure that is secured by the same mortgage instrument on the related mortgaged property. One of these mortgage loans, evidenced by promissory note A-2, is the Block at Orange loan, which is included in the trust. The other of these mortgage loans, evidenced by promissory note A-1, is referred to as the Block at Orange pari passu companion loan, which is included in the trust established in connection with the issuance of the J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1, Commercial Mortgage Pass-Through Certificates, Series 2007-C1. The Block at Orange pari passu companion loan is pari passu in right of payment with the Block at Orange loan and has an outstanding principal balance as of the cut-off date of $110,000,000. The Block at Orange

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loan and the Block at Orange pari passu companion loan will be serviced under the JPMCC 2007-C1 pooling and servicing agreement. See ‘‘Description of the Mortgage Pool—The Block at Orange Whole Loan’’ in this prospectus supplement.

In addition, the Westin Portfolio loan (identified as Loan No. 3 on Annex A-1 to this prospectus supplement), representing approximately 8.9% of the aggregate principal balance of the pool of mortgage loans in the trust (9.4%, 0.0%), is part of a split loan structure that is secured by the same mortgage instrument on the related mortgaged property. One of these mortgage loans, evidenced by promissory note A-2, is the Westin Portfolio loan, which is included in the trust. The other of these mortgage loans, evidenced by promissory note A-1, is referred to as the Westin Portfolio pari passu companion loan, which is included in the trust established in connection with the issuance of the J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1, Commercial Mortgage Pass-Through Certificates, Series 2007-C1. The Westin Portfolio pari passu companion loan is pari passu in right of payment with the Westin Portfolio loan and has an outstanding principal balance as of the cut-off date of $105,000,000. The Westin Portfolio loan and the Westin Portfolio pari passu companion loan will be serviced under the JPMCC 2007-C1 pooling and servicing agreement. See ‘‘Description of the Mortgage Pool—The Westin Portfolio Whole Loan’’ in this prospectus supplement.

Each holder of an AB subordinate companion loan will have the right to purchase the related AB mortgage loan under certain limited circumstances. In addition, each holder of an AB subordinate companion loan and the holder of the Block at Orange pari passu companion loan and the Westin Portfolio pari passu companion loan (the JPMCC 2007-C1 directing certificateholder will be the holder of the Block at Orange pari passu companion loan and the Westin Portfolio pari passu companion loan for this purpose), will have the right to approve certain modifications to the related loans included in the trust fund under certain circumstances. In exercising the foregoing rights, each holder of an AB subordinate companion loan and the JPMCC 2007-C1 directing certificateholder do not have any obligation to consider the interests of, or the impact of such exercise on, the trust fund or the certificates. See ‘‘Description of the Mortgage Pool—Additional Debt—AB Mortgage Loans’’ in this prospectus supplement. Each AB subordinate companion loan is generally subordinate in right of payment to the related AB mortgage loan, subject to the terms of the related intercreditor agreement. See ‘‘Description of the Mortgage Pool—Additional Debt—AB Mortgage Loans’’ in this prospectus supplement.

Although the AB subordinate companion loans, the Block at Orange pari passu companion loan and the Westin Portfolio pari passu companion loan are not assets of the trust fund, each related borrower is still obligated to make interest and principal payments on these loans. As a result, the trust fund is subject to additional risks, including:

•  the risk that the necessary maintenance of the related mortgaged property could be deferred to allow the borrower to pay the required debt service on these other obligations and that the value of the mortgaged property may decline as a result; and
•  the risk that it may be more difficult for the related borrower to refinance the AB mortgage loans, the Block at Orange loan or the Westin Portfolio loan or to sell the mortgaged property for purposes of making any balloon payment on the entire balance of all of the senior obligations, the subordinate obligations or the pari passu obligations, as applicable, upon the maturity of the AB mortgage loans, the Block at Orange loan or the Westin Portfolio loan, as the case may be.

See ‘‘Description of the Mortgage Pool—General,’’ ‘‘—Additional Debt,’’ ‘‘—AB Whole Loans,’’ ‘‘—Block at Orange Whole Loan,’’ and ‘‘—Westin Portfolio Whole Loan,’’ in this prospectus supplement and ‘‘Certain Legal Aspects of Mortgage Loans—Subordinate Financing’’ in the prospectus.

With respect to 2 mortgage loans (identified as Loan Nos. 14 and 24 on Annex A-1 to this prospectus supplement), representing approximately 3.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (2.4%, 17.6%), the related borrowers are

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expressly permitted to execute and deliver a subordinate mortgage encumbering the related property as collateral for additional debt in the future under certain circumstances.

Substantially all of the mortgage loans 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, in the case of 5 mortgage loans (identified as Loan Nos. 2, 10, 11, 13 and 39 on Annex A-1 to this prospectus supplement), representing approximately 17.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (18.3%, 0.0%), the related borrower is permitted to obtain future subordinate unsecured debt from certain of its principals.

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

The mortgage loan documents generally place certain restrictions on the transfer and/or pledging of general partnership and managing member equity interests in a borrower such as specific percentage or control limitations. The terms of the mortgage loans generally permit, subject to certain limitations, the transfer or pledge of 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 ‘‘Risk Factors—The Borrower’s Form of Entity May Cause Special Risks’’ in the prospectus. 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. As of the cut-off date, the applicable mortgage loan sellers have informed us that they are aware of the following existing or specifically permitted mezzanine indebtedness with respect to the mortgage loans:

•  With respect to 4 mortgage loans (identified as Loan Nos. 1, 3, 24 and 25 on Annex A-1 to this prospectus supplement), representing approximately 21.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (20.8%, 35.1%), the ownership interests of the direct or indirect owners of the related borrower have been pledged as security for mezzanine debt, subject to the terms of an intercreditor agreement or a subordination and standstill agreement.
•  With respect to 16 mortgage loans (identified as Loan Nos. 1, 2, 6, 7, 22, 23, 24, 26, 30, 31, 40, 43, 45, 61, 69 and 73 on Annex A-1 to this prospectus supplement), representing approximately 35.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (36.3%, 17.6%), the direct or indirect owners of the related borrowers are expressly permitted to pledge their ownership interests in the borrowers as collateral for mezzanine debt in the future under certain circumstances.
•  With respect to 1 mortgage loan (identified as Loan No. 2 on Annex A-1 to this prospectus supplement), representing approximately 9.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (10.0%, 0.0%), the indirect owner of the related borrower may obtain corporate debt secured by the pledge, hypothecation or assignment of the direct or indirect interest in the related borrower.

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

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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 may 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. 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. See ‘‘Description of the Mortgage Pool—Additional Debt’’ in this prospectus supplement.

Borrower May Be Unable to Repay Remaining Principal Balance on Maturity Date

Mortgage loans with substantial remaining principal balances at their stated maturity, also known as balloon loans, involve greater risk than fully amortizing loans. This is because the borrower may be unable to repay the mortgage loan at that time. In addition, fully amortizing mortgage loans that may pay interest on an ‘‘actual/360’’ basis but have fixed monthly payments may, in effect, have a small balloon payment due at maturity.

A borrower’s ability to repay a mortgage loan on its stated maturity 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 availability of, and competition for, credit for commercial real estate projects;
•  the prevailing interest rates;
•  the fair market value of the related mortgaged property;
•  the borrower’s equity in the related mortgaged property;
•  the borrower’s financial condition;
•  the operating history and occupancy level of the mortgaged property;
•  reductions in applicable government assistance/rent subsidy programs;
•  the tax laws; and
•  the prevailing general and regional economic conditions.

The applicable mortgage loan sellers have informed us that 36 of the mortgage loans, representing approximately 76.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (77.2%, 55.6%), are expected to have substantial remaining principal balances as of their stated maturity dates, including any mortgage loans that pay interest-only for their entire respective terms. This includes 32 mortgage loans, representing approximately 65.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date

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(66.3%, 55.6%), which pay interest-only for the first 6 to 60 months of their respective terms and 4 mortgage loans, representing approximately 10.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (10.9%, 0.0%), which pay interest-only until their respective maturity dates.

We cannot assure you that each borrower will have the ability to repay the remaining principal balances on the pertinent date.

See ‘‘Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans’’ in this prospectus supplement and ‘‘Risk Factors—Borrowers May Be Unable to Make Balloon Payments’’ in the prospectus.

The Prospective Performance of the Commercial, Multifamily and Manufactured Housing Community Mortgage Loans Included in the Trust Fund Should Be Evaluated Separately from the Performance of the Mortgage Loans in Any of Our Other Trusts

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

As a result of the distinct nature of each pool of commercial mortgage loans, and the separate mortgage loans within the pool, this prospectus supplement does not include disclosure concerning the delinquency and loss experience of static pools of periodic originations by the sponsor of assets of the type to be securitized (known as ‘‘static pool data’’). Because of the highly heterogeneous nature of the assets in commercial mortgage backed securities transactions, static pool data for prior securitized pools, even those involving the same asset types (e.g., hotels or office buildings), may be misleading, since the economics of the properties and terms of the loans may be materially different. In particular, static pool data showing a low level of delinquencies and defaults would not be indicative of the performance of this pool or any other pools of mortgage loans originated by the same sponsor or sponsors. Therefore, investors should evaluate this offering on the basis of the information set forth in this prospectus supplement with respect to the mortgage loans, and not on the basis of any successful performance of other pools of securitized commercial mortgage loans.

Commercial and Multifamily Lending Is Dependent Upon Net Operating Income

The mortgage loans are secured by various income-producing commercial and multifamily properties. Commercial and multifamily lending are generally thought to expose a lender to greater risk than residential one-to-four family lending because they typically involve larger mortgage loans to a single borrower or groups of related borrowers.

The repayment of a commercial or multifamily loan is typically dependent upon the ability of the related mortgaged property to produce cash flow through the collection of rents. Even the liquidation value of a commercial property is determined, in substantial part, by the

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capitalization of the property’s cash flow. However, net operating income can be volatile and may be insufficient to cover debt service on the mortgage loan at any given time.

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.

Certain mortgage loans (for example, the mortgaged properties securing the mortgage loans identified as Loan Nos. 5, 6, 9, 49, 51, 70 and 75 on Annex A-1 to this prospectus supplement), representing approximately 11.3% of the aggregate principal balance of the pool of mortgage loans (by allocated loan amount) as of the cut-off date (11.9%, 0.0%) are secured by newly constructed mortgaged properties that have no prior operating history and lack historical financial figures and information. The underwritten net cash flows and underwritten net operating incomes for such mortgaged properties are derived principally from current rent rolls, tenant leases and the appraisers’ projected expense levels. However, there can be no assurance that actual cash flows from such mortgaged properties will meet such projected cash flows, income and expense levels or that those funds will be sufficient to meet the payment obligations of the related mortgage loans.

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 competing properties, retail space, office space or 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.

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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.

Tenant Concentration Entails Risk

A deterioration in the financial condition of a tenant can be particularly significant if a mortgaged property is wholly or significantly owner-occupied or leased to a single tenant or if any tenant makes up a significant portion of the rental income. Mortgaged properties that are wholly or significantly owner-occupied or that are leased to a single tenant or those 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 that single tenant or those tenants fail to renew their leases. This is so because the financial effect of the absence of operating income or rental income may be severe; more time may be required to re-lease the space; and substantial capital costs may be incurred to make the space appropriate for replacement tenants. In this respect, 31 mortgaged properties, securing mortgage loans representing approximately 19.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (21.1%, 0.0%), are wholly or significantly owner-occupied or are leased to a single tenant or affiliated tenants. See Annex A-1 to this prospectus supplement for mortgaged properties that are wholly or significantly owner-occupied or are leased to a single tenant or affiliated tenants. With respect to certain of these mortgage loans that are leased to a single tenant, leases at the mortgaged properties will expire prior to, at or soon after the maturity dates of these mortgage loans. Additionally, certain of the mortgaged properties may be leased in whole or in part to an affiliate or affiliates of the related borrower. See ‘‘—Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks’’ below. The underwriting of the single-tenant mortgage loans is based primarily upon the monthly rental payments due from the tenant under the lease of the related mortgaged property. Where the primary lease term expires before the scheduled maturity date of the related mortgage loan, the mortgage loan sellers considered the incentives for the primary tenant to re-lease the premises and the anticipated rental value of the premises at the end of the primary lease term or took additional reserves or required letters of credit in connection with the lease expiration. There are a significant number of mortgage loans secured by mortgaged properties with single tenant leases or material leases that expire within a short period of time prior to, at or soon after the maturity dates of those mortgage loans. See Annex A-1 to this prospectus supplement for the lease expiration date of each single tenant loan or the three largest tenants for each other mortgage loan. We cannot assure you that any material or sole tenant will re-lease the premises or that the premises will be relet to another tenant or that the space will be relet at the same rent per square foot during the term of, or at the expiration of, the primary lease term, or that the related mortgaged property will not suffer adverse economic consequences in this regard. Additionally, the underwriting of certain of these mortgage loans leased to single tenants may have taken into account the creditworthiness of the tenants under the related leases and consequently may have higher loan-to-value ratios and lower debt service coverage ratios than other types of mortgage loans.

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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. In this regard, see ‘‘—Retail Properties Have Special Risks’’ and ‘‘—Office Properties Have Special Risks’’ below.

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;
•  rental payments could not be collected for any other reason; or
•  a borrower fails to perform its obligations under a lease resulting in the related tenant having a right to terminate such lease.

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. For example, a substantial portion of one mortgaged property securing a mortgage loan (identified as Loan No.10 on Annex A-1 to this prospectus supplement), representing approximately 2.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (2.8%, 0.0%) is leased by the borrower to a government tenant pursuant to a lease that expires in October 2010. There can be no assurance that lease will be renewed upon expiration if, for example, the government tenant lacks appropriations. Certain other of the mortgaged properties are and/or may be leased in whole or in part by government-sponsored tenants who have the right to rent reductions or to cancel their leases at any time or for lack of appropriations or for damage to the leased premises caused by casualty or condemnation. Additionally, mortgaged properties may have concentrations of leases expiring at varying rates in varying percentages including single-tenant mortgaged properties, during the term of the related mortgage loans.

Certain of the mortgaged properties may have tenants that sublet a portion of their space or may intend to sublet out a portion of their space in the future. In addition, with respect to certain of these spaces that are sublet, the rents with respect to the related mortgage loan may have been underwritten at the amount of rent paid by the direct tenant even if the rent being paid by the sublessee is lower.

The mortgaged properties related to many of the mortgage loans will experience substantial (50% of gross leasable area or more) lease rollover prior to the maturity date, and in many cases relatively near, or soon after, the maturity dates of the mortgage loans. For example, certain of the mortgaged properties securing mortgage loans described under ‘‘Description of the Mortgage Pool—Top Ten Mortgage Loans’’ in this prospectus supplement (identified as Loan Nos.  1, 2, 7 and 10 on Annex A-1 to this prospectus supplement), representing approximately 26.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (27.7%, 0.0%), are scheduled to have at least 50% lease rollover prior to the related maturity date. With respect to the mortgage loans described above and certain other mortgage loans in the trust fund, many of the related loan documents require tenant improvement and leasing commission reserves (including trapping excess cash flow after notice of lease termination), and

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in many cases, the leases contain lessee extension options extending the term of such leases for a specified term. However, there can be no assurance that any such extension options will be exercised or that the amount of any such reserves will be adequate to mitigate the lack of rental income associated with these rollovers. Also, certain of the mortgaged properties may be subject to tenant termination rights prior to the maturity date of the related mortgage loan.

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. Any ‘‘dark’’ space may cause the property to be less desirable to other potential tenants or 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.

With respect to certain of the mortgage loans, the related borrower has given to certain tenants or others an option to purchase, a right of first refusal and/or a right of first offer to purchase all or a portion of the mortgaged property in the event a sale is contemplated, and such right may not be subordinate to the related mortgage. This may impede the mortgagee’s ability to sell the related mortgaged property at foreclosure, or, upon foreclosure, this may affect the value and/or marketability of the related mortgaged property. Additionally, the exercise of a purchase option may result in the related mortgage loan being prepaid during a period when voluntary prepayments are otherwise prohibited. See ‘‘—Risks Relating to Prepayments and Repurchases’’ below and ‘‘Description of the Mortgage Pool—Top Ten Mortgage Loans’’ in this prospectus supplement.

Risks Related to Redevelopment and Renovation at the Mortgaged Properties

Certain of the mortgaged properties are properties that are currently undergoing or are expected to undergo in the future redevelopment or renovation. There can be no assurance that current or planned redevelopment or renovation will be completed, that such redevelopment or renovation will be completed in the time frame contemplated, or that, when and if redevelopment or renovation is completed, such redevelopment or renovation will improve the operations at, or increase the value of, the subject property. Failure of any of the foregoing to occur could have a material negative impact on the related mortgage loan, which could affect the ability of the related borrower to repay the related mortgage loan.

In the event the related borrower fails to pay the costs of work completed or material delivered in connection with such ongoing redevelopment or renovation, the portion of the mortgaged property on which there are renovations may be subject to mechanic’s or materialmen’s liens that may be senior to the lien of the related mortgage loan.

The existence of construction or renovation at a mortgaged property may make such mortgaged property less attractive to tenants or their customers, and accordingly could have a negative effect on net operating income.

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If the special servicer forecloses on behalf of the trust on a mortgaged property that is being redeveloped or renovated, pursuant to the REMIC provisions, the special servicer will only be permitted to arrange for completion of the redevelopment or renovation if at least 10% of the costs of construction were incurred at the time the default on the related mortgage loan became imminent. As a result, the trust fund may not realize as much proceeds upon disposition of a foreclosure property as it would if it were permitted to complete construction.

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 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. For example, in the case of one mortgage loan (identified as Loan No. 50 on Annex A-1 to this prospectus supplement), representing approximately 0.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (representing approximately 7.7% of the aggregate principal balance of the mortgage loans in loan group 2 as of the cut-off date), an affiliate of the borrower is currently providing a guaranty with respect to maintenance payments of unsold units in the cooperative property that secures the mortgage loan. Such guaranty will terminate with respect to a particular unit upon sale of such unit.

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 any unexpired lease. If the tenant rejects the lease, the landlord’s claim for breach of the lease would be a general unsecured claim against the tenant (absent collateral securing the claim). The claim would be limited to the unpaid rent reserved under the lease for the periods prior to the bankruptcy petition (or earlier surrender of the leased premises) that are unrelated to the rejection, plus the greater of one year’s rent or 15% of the remaining reserved rent (but not more than three years’ rent).

Mortgage Loans Are Nonrecourse and Are Not Insured or Guaranteed

The mortgage loans are not insured or guaranteed by any person or entity, governmental or otherwise.

Investors should treat each mortgage loan as a nonrecourse loan. If a default occurs, recourse generally may be had only against the specific properties and other assets that have been pledged to secure the mortgage loan. Consequently, payment prior to maturity is dependent primarily on the sufficiency of the net operating income of the mortgaged property. Payment at maturity is primarily dependent upon the market value of the mortgaged property or the borrower’s ability to refinance the mortgaged property for an amount sufficient to repay the mortgage loan.

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Retail Properties Have Special Risks

Thirty-eight (38) of the mortgaged properties, securing mortgage loans representing approximately 36.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount are retail properties (38.5%, 0.0%).

The quality and success of a retail property’s tenants significantly affect the property’s market value and the related borrower’s ability to refinance such property. For example, if the sales revenues of retail tenants were to decline, rents tied to a percentage of gross sales revenues may decline and those tenants may be unable to pay their rent or other occupancy costs.

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

•  an anchor tenant’s or shadow anchor tenant’s failure to renew its lease;
•  termination of an anchor tenant’s or shadow anchor tenant’s lease; or if the anchor tenant or shadow anchor tenant owns its own site, a decision to vacate;
•  the bankruptcy or economic decline of an anchor tenant, shadow anchor or self-owned anchor; or
•  the cessation of the business of an anchor tenant, a shadow anchor tenant or of a self-owned anchor (notwithstanding its continued payment of rent).

Twenty (20) of the mortgaged properties, securing mortgage loans representing approximately 30.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (32.3%, 0.0%), are retail properties that are considered by the applicable mortgage loan seller to have an ‘‘anchor tenant.’’ Two (2) of the mortgaged properties, securing mortgage loans representing approximately 0.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (0.6%, 0.0%), are retail properties that are considered by the applicable mortgage loan seller to have a ‘‘shadow anchor tenant.’’ Sixteen (16) of the mortgaged properties, securing mortgage loans representing approximately 5.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (5.6%, 0.0%), are retail properties that are considered by the applicable mortgage loan seller to be ‘‘unanchored.’’

If anchor stores in a mortgaged property were to close, the related borrower may be unable to replace those anchors in a timely manner or without suffering adverse economic consequences. Certain of the tenants or anchor stores of the retail properties may have co-tenancy clauses and/or operating covenants in their leases or operating agreements that permit those tenants or anchor stores to cease operating under certain conditions, including, without limitation, certain other stores not being open for business at the mortgaged property or a subject store not meeting the minimum sales requirement under its lease, thereby leaving its space unoccupied even though it continues to own or pay rent on the vacant or dark space. In addition, in the event that an ‘‘anchor’’ or a ‘‘shadow anchor’’ fails to renew its lease, terminates its lease or otherwise ceases to conduct business within a close proximity to the mortgaged property, customer traffic at the mortgaged property may be substantially reduced. We cannot assure you that such space would be occupied or that the related mortgaged property would not suffer adverse economic consequences if any anchor tenant failed to renew its lease. In this regard, see ‘‘—Tenant Bankruptcy Entails Risks’’ and ‘‘—Certain Additional Risks Relating to Tenants’’ above.

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Retail properties also face competition from sources outside a given real estate market. For example, all of the following compete with more traditional retail properties for consumer dollars: factory outlet centers; discount shopping centers and clubs; catalogue retailers; home shopping networks; internet websites; and telemarketing. Continued growth of these alternative retail markets (which often have lower operating costs) could adversely affect the rents collectible at the retail properties included in the pool of mortgage loans, as well as the income from, and market value of, the mortgaged properties and the related borrower’s ability to refinance such property.

Certain of the retail properties (including the mortgaged properties securing the mortgage loans identified as Loan Nos. 1 and 2 on Annex A-1 to this prospectus supplement, representing approximately 20.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (21.4%, 0.0%), have a movie theater as part of the mortgaged properties. These types of retail properties are exposed to certain unique risks. Aspects of building site design and adaptability affect the value of a movie theater. In addition, decreasing attendance at a movie theater could adversely affect revenue of the movie theater, which may, in turn, cause the tenant to experience financial difficulties. See ‘‘—Tenant Bankruptcy Entails Risks’’ above.

Office Properties Have Special Risks

Twenty (20) of the mortgaged properties, securing mortgage loans representing approximately 26.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (28.2%, 0.0%) by allocated loan amount are office properties.

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

•  the quality of an office building’s tenants;
•  an economic decline in the business operated by the tenants;
•  the physical attributes of the building in relation to competing buildings (e.g., age, condition, design, appearance, location, access to transportation and ability to offer certain amenities, such as sophisticated building systems and/or business wiring requirements);
•  the physical attributes of the building with respect to the technological needs of the tenants, including the adaptability of the building to changes in the technological needs of the tenants;
•  the diversity of an office building’s tenants (or reliance on a single or dominant tenant);
•  the desirability of the area as a business location;
•  the strength and nature of the local economy, including labor costs and quality, tax environment and quality of life for employees;
•  an adverse change in population, patterns of telecommuting or sharing of office space, and employment growth (all of which affect the demand for office space); and
•  in the case of medical office properties, the performance of a medical office property may depend on (i) the proximity of such property to a hospital or other health care establishment and (ii) reimbursements for patient fees from private or government-sponsored insurers. Issues related to reimbursement (ranging from non-payment to delays in payment) from such insurers could adversely impact cash flow at such mortgaged property.

Moreover, the cost of refitting office space for a new tenant is often higher than the cost of refitting other types of properties for new tenants. See ‘‘—Risks Relating to Mortgage Loan Concentrations’’ above.

Hotel Properties Have Special Risks

Twenty (20) mortgaged properties, securing mortgage loans representing approximately 21.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (22.3%, 0.0%) by allocated loan amount are hotel properties.

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Various factors may adversely affect the economic performance of a hotel, 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);
•  the construction of competing hotels or resorts;
•  continuing expenditures for modernizing, refurbishing and maintaining existing facilities prior to the expiration of their anticipated useful lives;
•  a 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, concerns about travel safety or other factors.

Because hotel rooms generally are rented for short periods of time, the financial performance of hotels tends to be affected by adverse economic conditions and competition more quickly than other commercial properties. Moreover, the hotel and lodging industry is generally seasonal in nature and different seasons affect different hotels depending on type and location. This seasonality can be expected to cause periodic fluctuations in a hotel property’s room and restaurant revenues, occupancy levels, room rates and operating expenses.

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

The liquor licenses for most of the hotel mortgaged properties are held by affiliates of the borrowers, unaffiliated managers or operating lessees. The laws and regulations relating to liquor licenses generally prohibit the transfer of such licenses to any person. In the event of a foreclosure of a hotel property that holds a liquor license, the special servicer on behalf of the trust or a purchaser in a foreclosure sale would likely have to apply for a new license, which might not be granted or might be granted only after a delay that could be significant. There can be no assurance that a new license could be obtained promptly or at all. The lack of a liquor license in a full-service hotel could have an adverse impact on the revenue from the related mortgaged property or on the hotel’s occupancy rate.

Risks Relating to Affiliation with a Franchise or Hotel Management Company

Twenty (20) of the hotel properties that secure mortgage loans representing approximately 21.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (22.3%, 0.0%) are affiliated with a franchise or hotel management company through a franchise or management agreement. The performance of a hotel property affiliated with a franchise or hotel management company depends in part on:

•  the continued existence and financial strength of the franchise or hotel management company;
•  the public perception of the franchise or hotel chain service mark; and/or
•  the duration of the franchise licensing or management agreements.

The continuation of a franchise agreement or management agreement is subject to specified operating standards and other terms and conditions set forth in such agreements. The failure of a borrower to maintain such standards or adhere to other applicable terms and conditions could result in the loss or cancellation of their rights under the franchise agreement or management agreement. There can be no assurance that a replacement franchise could be obtained in the event of termination. In addition, replacement franchises may require significantly higher fees as

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well as the investment of capital to bring the hotel into compliance with the requirements of the replacement franchisor. Any provision in a franchise agreement or management agreement providing for termination because of a bankruptcy of a franchisor or manager generally will not be enforceable.

The transferability of franchise license agreements is restricted. In the event of a foreclosure, the lender or its agent would not have the right to use the franchise license without the franchisor’s consent. Conversely, in the case of certain mortgage loans, the lender may be unable to remove a franchisor or a hotel management company that it desires to replace following a foreclosure.

Industrial Properties Have Special Risks

Fifteen (15) mortgaged properties, securing mortgage loans representing approximately 3.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (3.9%, 0.0%) by allocated loan amount are industrial properties. Significant factors determining the value of industrial properties are:

•  the quality of tenants;
•  reduced demand for industrial space because of a decline in a particular industry segment;
•  the property becoming functionally obsolete;
•  building design and adaptability;
•  unavailability of labor sources;
•  changes in access, energy prices, strikes, relocation of highways, the construction of additional highways or other factors;
•  changes in proximity of supply sources;
•  the expenses of converting a previously adapted space to general use; and
•  the location of the property.

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

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

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

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

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less, relative to the amount owing on the related mortgage loan, than would be the case if the industrial property were readily adaptable to other uses.

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

Multifamily Properties Have Special Risks

Eleven (11) of the mortgaged properties, securing mortgage loans representing approximately 5.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (0.04%, 100.0%) by allocated loan amount are multifamily properties. A large number of factors may adversely affect the value and successful operation of a multifamily property, including:

•  the physical attributes of the apartment building such as its age, condition, design, appearance, access to transportation and construction quality;
•  the location of the property, for example, if there is a change in the neighborhood over time;
•  the ability of management to provide adequate maintenance and insurance;
•  the types of services or amenities that the property provides;
•  the property’s reputation;
•  the level of mortgage interest rates, which may encourage tenants to purchase rather than lease housing;
•  the presence of competing properties;
•  the tenant mix, such as the tenant population being predominantly students or being heavily dependent on workers from a particular business or personnel from a local military base;
•  dependence upon governmental programs that provide rent subsidies to tenants pursuant to tenant voucher programs, which vouchers may be used at other properties and influence tenant mobility;
•  adverse local or national economic conditions, which may limit the amount of rent that may be charged and may result in a reduction of timely rent payments or a reduction in occupancy levels;
•  state and local regulations, which may affect the building owner’s ability to increase rent to market rent for an equivalent apartment; and
•  government assistance/rent subsidy programs.

Certain states regulate the relationship of an owner and its tenants. Commonly, these laws require a written lease, good cause for eviction, disclosure of fees, and notification to residents of changed land use, while prohibiting unreasonable rules, retaliatory evictions, and restrictions on a resident’s choice of unit vendors. Apartment building owners have been the subject of suits under state ‘‘Unfair and Deceptive Practices Acts’’ and other general consumer protection statutes for coercive, abusive or unconscionable leasing and sales practices. A few states offer more significant protection. For example, there are provisions that limit the bases on which a landlord may terminate a tenancy or increase its rent or prohibit a landlord from terminating a tenancy solely by reason of the sale of the owner’s building.

In addition to state regulation of the landlord-tenant relationship, numerous counties and municipalities impose rent control on apartment buildings. These ordinances may limit rent increases to fixed percentages, to percentages of increases in the consumer price index, to increases set or approved by a governmental agency, or to increases determined through

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mediation or binding arbitration. Any limitations on a borrower’s ability to raise property rents may impair such borrower’s ability to repay its multifamily loan from its net operating income or the proceeds of a sale or refinancing of the related multifamily property.

Multifamily properties located in certain areas of the United States have experienced increased occupancy levels as a result of relocations related to hurricanes Katrina, Rita and Wilma. However, there can be no assurance that such increased occupancy levels will continue as the areas affected by the hurricanes in the Southeastern United States become habitable. See ‘‘—Other Risks—Past Hurricanes’’ in this prospectus supplement.

Certain of the mortgage loans are secured or may be secured in the future by mortgaged properties that are subject to certain affordable housing covenants in respect of various units within the mortgaged properties.

Manufactured Housing Communities Have Special Risks

Significant factors determining the value of manufactured housing community properties are generally similar to the factors affecting the value of multifamily properties. In addition, manufactured housing community properties are special purpose properties that could not be readily converted to general residential, retail or office use. In fact, certain states also regulate changes in manufactured housing communities and require that the landlord give written notice to its tenants a substantial period of time prior to the projected change. Consequently, if the operation of any of such properties becomes unprofitable such that the borrower becomes unable to meet its obligation to the related mortgage loan, the liquidation value of the related property may be substantially less, relative to the amount owing on the mortgage loan, than would be the case if such properties were readily adaptable to other uses.

Mixed-Use Facilities Have Special Risks

Five (5)  mixed-use properties secure mortgage loans representing approximately 3.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (3.7%, 0.0%). Mixed-use mortgaged properties consist of either (i) office and retail components or (ii) office, retail and multifamily components, and as such, mortgage loans secured by mixed-use mortgaged properties will share the risks associated with such underlying components. In addition, a mixed-use property may be managed by a manager that is not experienced in managing all property types comprising the mortgaged property.

Self Storage Properties Have Special Risks

Five (5)  self storage properties secure mortgage loans representing approximately 2.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (2.1%, 0.0%).

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

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

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

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Parking Garage Facilities Have Special Risks

Four (4) parking garage mortgaged properties secure mortgage loans representing approximately 1.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (1.3%, 0.0%) by allocated loan amount. Parking garage facilities present risks not associated with other properties. Properties used for parking garages are more prone to environmental concerns than other property types. Aspects of building site design and adaptability affect the value of a parking garage facility. Site characteristics which are valuable to a parking garage facility include location, ceiling clearance heights, column spacing, zoning restrictions, number of bays and bay depths, divisibility, truck turning radius and overall functionality and accessibility. In addition, because of the unique construction requirements of many parking garage facilities, any vacant parking garage facility may not be easily converted to other uses.

Lack of Skillful Property Management Entails Risks

The successful operation of a real estate project depends upon the property manager’s performance and viability. The property manager is responsible for:

•  responding to changes in the local market;
•  planning and implementing the rental structure;
•  operating the property and providing building services;
•  managing operating expenses; and
•  assuring that maintenance and capital improvements are carried out in a timely fashion.

Properties deriving revenues primarily from short-term sources, such as short-term or month-to-month leases, are generally more management intensive than properties leased to creditworthy tenants under long-term leases.

We make no representation or warranty as to the skills of any present or future managers. In many cases, the property manager is the borrower or 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.

Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses

Some of the mortgaged properties securing the mortgage loans included in the trust fund may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable. For example, mortgaged properties that are part of a condominium regime may not be readily convertible due to use and other restrictive covenants imposed by the condominium declaration and other related documents, especially in a situation where such mortgaged property does not represent the entire condominium regime.

Additionally, any vacant movie theater space would not easily be converted to other uses due to the unique construction requirements of movie theaters. In addition, converting commercial properties to alternate uses generally requires substantial capital expenditures and could result in a significant adverse effect on, or interruption of, the revenues generated by such mortgaged properties. Furthermore, certain mortgaged properties may be subject to certain use restrictions and/or low-income housing restrictions in order to remain eligible for low-income housing tax credits or governmental subsidized rental payments that could prevent the conversion of the mortgaged property to alternative uses. The liquidation value of any mortgaged property, subject to limitations of the kind described above or other limitations on convertibility of use, may be substantially less than would be the case if the mortgaged property were readily adaptable to other uses.

Zoning or other restrictions may also prevent alternative uses. See ‘‘—Zoning Compliance and Use Restrictions May Adversely Affect Property Value’’ below. See also ‘‘—Industrial Properties Have Special Risks’’ above.

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Condominium or Cooperative Ownership May Limit Use and Improvements

With respect to certain of the mortgage loans, the related mortgaged property consists of the related borrower’s interest in commercial condominium or cooperative interests in buildings and/or other improvements, and related interests in the common areas and the related voting rights in the condominium association or ownership interest in the cooperative. Such interests in some cases constitute less than a majority of such voting rights and/or may not entitle the related borrower to prevent adverse changes in the governing organizational documents for the condominium or cooperative. In the case of condominiums, the board of managers of the condominium generally has discretion to make decisions affecting the condominium and there can be no assurance that the borrower under a mortgage loan secured by one or more interests in that condominium will have any control over decisions made by the related board of managers. Thus, decisions made by that board of managers, including regarding assessments to be paid by the unit owners, insurance to be maintained on the condominium and many other decisions affecting the maintenance of that condominium, may have a significant impact on the mortgage loans in the trust fund that are secured by mortgaged properties consisting of such condominium interests. There can be no assurance that the related board of managers will always act in the best interests of the borrower under the related mortgage loans. Further, due to the nature of condominiums, a default on the part of the borrower with respect to such mortgaged properties will not allow the special servicer the same flexibility in realizing on the collateral as is generally available with respect to commercial properties that are not condominiums. The rights of other unit owners, the documents governing the management of the condominium units and the state and local laws applicable to condominium units must be considered. In addition, in the event of a casualty with respect to the subject mortgaged property, due to the possible existence of multiple loss payees on any insurance policy covering such mortgaged property, there could be a delay in the allocation of related insurance proceeds, if any. In the case of cooperatives, there is likewise no assurance that the borrower under a mortgage loan secured by ownership interests in the cooperative will have any control over decisions made by the cooperative’s board of directors, that such decisions may not have a significant impact on the mortgage loans in the trust fund that are secured by mortgaged properties consisting of cooperative interests or that the operation of the property before or after any foreclosure will not be adversely affected by rent control or rent stabilization laws. Consequently, servicing and realizing upon the collateral described above could subject the certificateholders to a greater delay, expense and risk than with respect to a mortgage loan secured by a commercial property that is not a condominium.

Additionally, with respect to the mortgaged property securing the mortgage loan identified as Loan No. 50 on Annex A-1 to this prospectus supplement, the improvements are subject to a cooperative regime over an air rights lease, similar to a ground lease. Use and upkeep of common elements of the structure are governed under a cooperative regime, as described above.

Mortgage Loans Secured by Leasehold Interests May Expose Investors to Greater Risks of Default and Loss

Four (4) mortgaged properties, securing mortgage loans (identified as Loan Nos. 8, 10, 12 and 50 on Annex A-1 to this prospectus supplement), representing approximately 8.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (8.8%, 7.7%), consist of a leasehold estate in one or more commercial properties but not a lien on the corresponding fee interest with respect to such mortgaged property.

Three (3) mortgaged properties, securing mortgage loans (identified as Loan Nos. 7, 15.09 and 15.17 on Annex A-1 to this prospectus supplement), representing approximately 3.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (3.7%, 0.0%), consist of both a fee parcel and a leasehold interest in a separate adjacent parcel.

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

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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 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). 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 lessor specifically grants the lender such right. If both the lessor and the lessee/borrower are involved in bankruptcy proceedings, the bankrupt lessee/borrower’s right to refuse to treat a ground lease rejected by a bankrupt lessor as terminated may not be enforceable. 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.

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 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 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 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 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 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.

See ‘‘Certain Legal Aspects of Mortgage Loans—Foreclosure—Leasehold Risks’’ and ‘‘Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws’’ in the prospectus.

Limitations of Appraisals

Appraisals were obtained with respect to each of the mortgaged properties at or about the time of the origination or acquisition of the applicable mortgage loan. In general, appraisals represent the analysis and opinion of qualified appraisers, but appraisals 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. Moreover, 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

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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. In certain cases, appraisals may reflect both ‘‘as-stabilized’’ and ‘‘as-is’’ values although the appraised value reflected in this prospectus supplement with respect to the related mortgaged property may reflect only the ‘‘as-stabilized’’ value. In certain cases, appraisals may reflect ‘‘as-stabilized’’ values reflecting certain assumptions, such as future construction completion, projected re-tenanting or increased tenant occupancies. For example, in the case of 2 mortgage loans (identified as Loan Nos. 1 and 33 on Annex A-1 to this prospectus supplement), representing approximately 11.4% of the aggregate principal balance of the pool of mortgage loan as of the cut-off date (12.1%, 0.0%), the loan-to-value ratios were based upon an ‘‘as-stabilized’’ or an ‘‘as adjusted’’ basis. There can be no assurance that the assumptions underlying the ‘‘as-stabilized’’ appraisal will actually occur. In some cases, the related appraisal may value the property on a portfolio basis, which may result in a higher value than the aggregate value that would result from a separate individual appraisal on each mortgaged property. We cannot assure you that the information set forth in this 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, will generally have been completed during the 12 month period prior to the closing date of the securitization. Such 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.

Risks Relating to Underwritten Net Cash Flow

As described under ‘‘Description of the Mortgage Pool—Additional Mortgage Loan Information’’ in this prospectus supplement, underwritten net cash flow means cash flow (including any cash flow from master leases) is adjusted based on a number of assumptions used by the mortgage loan sellers. No representation is made that the underwritten net cash flow set forth in this prospectus supplement as of the cut-off date or any other date represents future net cash flows. Each investor should review these assumptions and make its own determination of the appropriate assumptions to be used in determining underwritten net cash flow. In many cases, co-tenancy provisions were assumed to be satisfied and vacant space was assumed to be occupied and space that was due to expire was assumed to have been re-let, in each case at market rates that may have exceeded current rent.

In addition, net cash flow calculations and assumptions used by the mortgage loan sellers should not be used as a substitute for, and may vary (perhaps substantially) from, cash flow as determined in accordance with GAAP as a measure of the results of a mortgaged property’s operation or liquidity. The debt service coverage ratios set forth in this prospectus supplement for the mortgage loans and the mortgaged properties vary, and may vary substantially, from the debt service coverage ratios for the mortgage loans and the mortgaged properties as calculated pursuant to the definition of such ratios as set forth in the related mortgage loan documents. See ‘‘Description of the Mortgage Pool—Additional Mortgage Loan Information’’ for a discussion of the assumptions used in determining net cash flow. The underwriters, the depositor and the mortgage loan sellers express no opinion as to the accuracy of the determination of, or the appropriateness or reasonableness of the assumptions used in determining, net cash flow.

Potential Conflicts of Interest

The pooling and servicing agreement provides that the mortgage loans are required to be administered in accordance with the servicing standards without regard to ownership of any certificate by a servicer or any of its affiliates. See ‘‘Servicing of the Mortgage Loans—General’’ in this prospectus supplement.

Notwithstanding the foregoing, the master servicers, the special servicer or any of their respective affiliates may have interests when dealing with the mortgage loans that are in conflict

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with those of holders of the offered certificates, especially if a master servicer, the special servicer or any of their respective affiliates holds Series 2008-C2 non-offered certificates, or has financial interests in or other financial dealings with a borrower under any of the mortgage loans. Cadim TACH Inc., which we anticipate will be the initial controlling class representative, is an affiliate of the special servicer. Each of these relationships may create a conflict of interest. For instance, a special servicer or its affiliate that holds Series 2008-C2 non-offered certificates might seek to reduce the potential for losses allocable to those certificates from a troubled mortgage loan by deferring acceleration in hope of maximizing future proceeds. However, that action could result in less proceeds to the trust than would be realized if earlier action had been taken. In general, no servicer is required to act in a manner more favorable to the offered certificates or any particular class of offered certificates than to the Series 2008-C2 non-offered certificates. See ‘‘—Special Servicer May Be Directed to Take Actions’’ below.

Each servicer services and will, in the future, service, in the ordinary course of its business, existing and new mortgage loans for third parties, including portfolios of mortgage loans similar to the mortgage loans that will be included in the trust. The real properties securing these other mortgage loans may be in the same markets as, and compete with, certain of the mortgaged properties securing the mortgage loans that will be included in the trust. Consequently, personnel of any of the servicers may perform services, on behalf of the trust, with respect to the mortgage loans at the same time as they are performing services, on behalf of other persons, with respect to other mortgage loans secured by properties that compete with the mortgaged properties securing the mortgage loans. This may pose inherent conflicts for the master servicers or the special servicer.

Conflicts may arise because a mortgage loan seller and its affiliates intend to continue to actively acquire, develop, operate, finance and dispose of real estate-related assets in the ordinary course of their businesses. During the course of their business activities, the respective mortgage loan sellers and their affiliates may acquire, sell or lease properties, or finance loans secured by properties, which may include the mortgaged properties securing the pooled mortgage loans or properties that are in the same markets as those mortgaged properties. In addition, certain of the mortgage loans included in the trust may have been refinancings of debt previously held by a mortgage loan seller or an affiliate of a mortgage loan seller and the mortgage loan sellers or their respective affiliates may have or have had equity investments in the borrowers or mortgaged properties under certain of the mortgage loans included in the trust. Each of the mortgage loan sellers and their affiliates have made and/or may make loans to, or equity investments in, affiliates of the borrowers under the mortgage loans. In the circumstances described above, the interests of those mortgage loan sellers and their affiliates may differ from, and compete with, the interests of the trust fund. For example, with respect to 2 mortgage loans (identified as Loan Nos. 1 and 3 on Annex A-1 to this prospectus supplement), representing approximately 19.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (20.8%, 0.0%), the interests in the related borrower secure $71,500,000 in mezzanine debt, which debt is held by the related mortgage loan seller. In the circumstances described above, the interests of the applicable mortgage loan sellers and their affiliates may differ from, and compete with, the interests of the trust fund. Additional financial interests in, or other financial dealings with, a borrower or its affiliates under any of the mortgage loans may create conflicts of interest.

Each mortgage loan seller is obligated to repurchase or substitute for a mortgage loan sold by it under the circumstances described under ‘‘Description of the Mortgage Pool—Representations and Warranties; Repurchases and Substitutions’’ in this prospectus supplement.

JPMorgan Chase Bank, N.A. is a sponsor, one of the mortgage loan sellers and the swap counterparty with respect to the Class A-4FL certificates. JPMorgan Chase Bank, N.A. is an affiliate of each of J.P. Morgan Chase Commercial Mortgage Securities Corp., the depositor, and J.P. Morgan Securities Inc., one of the underwriters.

CIBC Inc. is a sponsor and one of the mortgage loan sellers and is an affiliate of CIBC World Markets Corp., one of the underwriters. PNC Bank, National Association is a sponsor and one of

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the mortgage loan sellers and is an affiliate of Midland Loan Services, Inc., one of the master servicers, and of PNC Capital Markets LLC, one of the underwriters.

Each of the foregoing relationships should be considered carefully by prospective investors.

The managers of the mortgaged properties and the borrowers may experience conflicts of interest in the management and/or ownership of the mortgaged properties because:

•  a substantial number of the mortgaged properties are managed by property managers affiliated with the respective borrowers;
•  these property managers also may manage and/or franchise additional properties, including properties that may compete with the mortgaged properties; and
•  affiliates of the managers and/or the borrowers, or the managers and/or the borrowers themselves, also may own other properties, including competing properties.

Three (3) mortgage loans (identified as Loan Nos. 11, 13 and 15 on Annex A-1 to this prospectus supplement), representing approximately 6.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (7.2%, 0.0%) are each evidenced by the senior note (the AB Mortgage Loan) of two notes secured by a single mortgage and a single assignment of leases. The AB subordinate companion loans will not be included as assets of the trust fund. However, each AB subordinate companion loan will be serviced under the pooling and servicing agreement, subject to the related intercreditor agreement. The holder of each AB subordinate companion loan will also have certain rights with respect to the related AB mortgage loan, which is an asset of the trust fund, including the right, under certain conditions, to consent to, or provide advice with respect to, various modifications and waivers or other matters affecting the related AB mortgage loan and certain actions and amendments to the loan documents proposed by the special servicer with respect to the related mortgaged property or with respect to the purchase of the related AB mortgage loan if the related AB mortgage loan is in default. See ‘‘Description of the Mortgage Pool—AB Whole Loans’’ in this prospectus supplement. In exercising such rights, the holder of an AB subordinate companion loan has no obligation to consider the interests of, or impact of the exercise of such rights upon, the trust or the certificateholders.

In addition, the Block at Orange pari passu companion loan and Westin Portfolio pari passu companion loan will not be included as assets of the trust fund, and will be serviced under the JPMCC 2007-C1 pooling and servicing agreement, subject to the related intercreditor agreement. The holder of the Block at Orange pari passu companion loan and Westin Portfolio pari passu companion loan (the JPMCC 2007-C1 directing certificateholder will be the holder of the Block at Orange pari passu companion loan and the Westin Portfolio pari passu companion loan for this purpose) has certain rights with respect to the Block at Orange whole loan, the Westin Portfolio whole loan and each related mortgaged property, including the right, under certain conditions, to advise and direct the JPMCC 2007-C1 master servicer and/or the JPMCC 2007-C1 special servicer with respect to various servicing matters or mortgage loan modifications affecting each of the mortgage loans in the related split loan structure, including the Block at Orange whole loan and the Westin Portfolio whole loan. In exercising such rights, the JPMCC 2007-C1 directing certificateholder does not have any obligation to consider the interests of, or impact on, the trust or the holders of the certificates.

Special Servicer May Be Directed to Take Actions

In connection with the servicing of the specially serviced mortgage loans, the special servicer may, at the direction of the directing certificateholder (or, with respect to an AB Mortgage Loan, in certain circumstances the holder of the related AB subordinate companion loan), take actions with respect to the specially serviced mortgage loans that could adversely affect the holders of some or all of the classes of offered certificates. The directing certificateholder will be controlled by the controlling class certificateholders. Cadim TACH Inc., which we anticipate will be the initial controlling class representative, is an affiliate of the special servicer. The directing

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certificateholder or the holder of each AB subordinate companion loan may have interests in conflict with those of the certificateholders of the classes of the offered certificates. As a result, it is possible that the directing certificateholder or the holder of each AB subordinate companion loan may direct the special servicer to take actions that conflict with the interests of certain classes of the offered certificates. However, the special servicer is not permitted to take actions that are prohibited by law or violate the servicing standards or the terms of the mortgage loan documents. In addition, the special servicer may be removed without cause by the directing certificateholder as described in this prospectus supplement. See ‘‘Description of the Mortgage Pool—AB Whole Loans,’’ ‘‘Servicing of the Mortgage Loans—General’’ and ‘‘Transaction Parties—The Special Servicer’’ in this prospectus supplement.

The JPMCC 2007-C1 special servicer under the JPMCC 2007-C1 pooling and servicing agreement may, at the direction of the JPMCC 2007-C1 directing certificateholder, take actions with respect to the Block at Orange loan and Westin Portfolio loan (Loan Nos. 2 and 3 on Annex A-1) that could adversely affect the holders of some or all of the classes of the offered certificates. See ‘‘Servicing of the Mortgage Loans—The Directing Certificateholder’’ in this prospectus supplement. The JPMCC 2007-C1 directing certificateholder will exercise its rights in accordance with the JPMCC 2007-C1 pooling and servicing agreement and the related intercreditor agreement pursuant to which the Block at Orange loan and Block at Orange pari passu companion loan or the Westin Portfolio loan and the Westin Portfolio pari passu companion loan, as applicable, are serviced. The JPMCC 2007-C1 directing certificateholder may have interests in conflict with those of the certificateholders of the classes of the offered certificates. As a result, it is possible that the JPMCC 2007-C1 directing certificateholder may direct the JPMCC 2007-C1 special servicer to take actions that conflict with the interests of certain classes of the offered certificates. However, the JPMCC 2007-C1 special servicer is not permitted to take actions that are prohibited by law or violate the servicing standards or breach the terms of the related mortgage loan documents. In addition, the JPMCC 2007-C1 special servicer may be removed without cause by the JPMCC 2007-C1 directing certificateholder as described in this prospectus supplement. See ‘‘Servicing of the Mortgage Loans—General,’’ ‘‘—The Directing Certificateholder’’ and ‘‘Transaction Parties—The Special Servicer’’ in this prospectus supplement.

Bankruptcy Proceedings Entail Certain Risks

Under federal bankruptcy law, the filing of a petition in bankruptcy by or against a borrower will stay the sale of the mortgaged property owned by that borrower, as well as the commencement or continuation of a foreclosure action. 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, which 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: (1) grant a debtor a reasonable time to cure a payment default on a mortgage loan; (2) reduce periodic payments due under a mortgage loan; (3) change the rate of interest due on a mortgage loan; or (4) 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 federal bankruptcy law, the lender will be stayed from enforcing a borrower’s assignment of rents and leases. Federal bankruptcy law 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

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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 prebankruptcy contracts cannot override rights expressly provided by the 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.

Risks Relating to Prepayments and Repurchases

The yield to maturity on your certificates will depend, in significant part, upon the rate and timing of principal payments on the mortgage loans. For this purpose, principal payments include both voluntary prepayments, if permitted, and involuntary prepayments, such as prepayments resulting from casualty or condemnation, defaults and liquidations or repurchases upon breaches of representations and warranties.

In addition, because the amount of principal that will be distributed to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A certificates and the Class A-4FL regular interest (and correspondingly, the Class A-4FL certificates) will generally be based upon the particular loan group in which the related mortgage loan is deemed to be a part, the yield on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-4FL and Class A-SB certificates will be particularly sensitive to prepayments on mortgage loans in loan group 1 and the yield on the Class A-1A certificates will be particularly sensitive to prepayments in loan group 2.

The yield on each of the classes of certificates with a pass-through rate equal to, limited by, or based on, the weighted average net mortgage rate of the mortgage loans could (or in the case of any class of certificates with a pass-through rate equal to, or based on, the weighted average of the net mortgage rate of the mortgage loans, would) be adversely affected if mortgage loans with higher interest rates pay faster than the mortgage loans with lower interest rates. The pass-through rates on those classes of certificates may be adversely affected as a result of a decrease in the weighted average of the net mortgage rates on the mortgage loans even if principal prepayments do not occur. See ‘‘Yield and Maturity Considerations’’ in this prospectus supplement.

The Class X certificates will not be entitled to distributions of principal but instead will accrue interest on their notional amount. Because the notional amount of the Class X certificates is based upon the outstanding certificate balances of the certificates (other than the Class A-4FL, Class X, Class R and Class LR certificates) and the Class A-4FL regular interest, the yield to maturity on the Class X certificates will be extremely sensitive to the rate and timing of prepayments of principal, liquidations and principal losses on the mortgage loans. Also, a rapid rate of principal prepayments, liquidations and/or principal losses on the mortgage loans could result in the failure to recoup the initial investment in the Class X certificates. Investors in the Class X certificates should fully consider the associated risks, including the risk that an extremely rapid

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rate of amortization, prepayment or other liquidation of the mortgage loans could result in the failure of such investors to recoup fully their initial investments.

The investment performance of your certificates may vary materially and adversely from your expectations if the actual rate of prepayment on the mortgage loans is higher or lower than you anticipate.

Any changes in the weighted average lives of your certificates may adversely affect your yield. Prepayments resulting in a shortening of weighted average lives of your certificates may be made at a time of low interest rates when you may be unable to reinvest the resulting payment of principal on your certificates at a rate comparable to the effective yield anticipated by you in making your investment in the certificates, while delays and extensions resulting in a lengthening of those weighted average lives may occur at a time of high interest rates when you may have been able to reinvest principal payments that would otherwise have been received by you at higher rates.

Although the mortgage loans have prepayment protection in the form of lockout periods and one or more of the following: (a) defeasance, (b) yield maintenance or (c) prepayment premium provisions, 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.

Voluntary prepayments, if permitted, generally require the payment of a yield maintenance charge or a prepayment premium unless the mortgage loan is prepaid within a 3-month period prior to the stated maturity date. However, certain of the mortgage loans permit voluntary prepayment without payment of a yield maintenance charge or prepayment premium at any time or without payment of a yield maintenance charge or prepayment premium for a longer open period of up to 6 months prior to the stated maturity date. See ‘‘Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Prepayment Provisions’’ in this prospectus supplement for an overview of the open periods. 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.

The rate at which voluntary prepayments occur on the mortgage loans will be affected by a variety of factors, including:

•  the terms of the mortgage loans;
•  the length of any prepayment lockout period;
•  the level of prevailing interest rates;
•  the availability of mortgage credit;
•  the applicable yield maintenance charges and prepayment premiums;
•  the applicable master servicer’s or special servicer’s ability to enforce those charges or premiums;
•  the failure to meet certain requirements for the release of escrows;
•  the occurrence of casualties or natural disasters; and
•  economic, demographic, tax, legal or other factors.

Generally, no yield maintenance charge or prepayment premium will be required for prepayments in connection with a casualty or condemnation unless, in the case of some of the mortgage loans, an event of default has occurred and is continuing. We cannot assure you that the obligation to pay any yield maintenance charge or prepayment premium will be enforceable. See ‘‘Risk Factors—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions’’ in the prospectus. In addition, certain of the mortgage loans

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permit the related borrower, after a partial casualty or partial condemnation, to prepay the remaining principal balance of the mortgage loan (after application of the related insurance proceeds or condemnation award to pay the principal balance of the mortgage loan), which may in certain cases not be accompanied by any prepayment consideration, provided that the prepayment of the remaining balance is made within a specified period of time following the date of the application of proceeds or award.

Certain shortfalls in interest as a result of involuntary prepayments may reduce the available distribution amount. In addition, if a mortgage loan seller repurchases any mortgage loan from the trust due to breaches of representations or warranties, the repurchase price paid will be passed through to the holders of the certificates with the same effect as if the mortgage loan had been prepaid in part or in full, and no yield maintenance charge or prepayment premium will be payable. Mezzanine lenders and the holders of the AB subordinate companion loans may have the option to purchase the related mortgage loan in the trust after certain defaults, and the purchase price may not include any yield maintenance payments or prepayment charges. In addition, certain of the mortgage loans are secured by mortgaged properties that have tenants or a master lessee that have an option to purchase the mortgaged property. Generally, such options are subject to and subordinate to the related mortgage loan. A repurchase or the exercise of a purchase option may adversely affect the yield to maturity on your certificates.

Certain of the mortgage loans are secured in part by letters of credit and/or cash reserves that in each such case:

(i)    will be released to the related borrower, in whole or in part, upon satisfaction by that borrower of certain performance related conditions, which may include, in some cases, meeting debt service coverage ratio levels and/or satisfying leasing conditions; and

(ii)    if not so released, may, at the discretion of the lender, prior to loan maturity (or earlier loan default or loan acceleration), be drawn on and/or applied to prepay or defease the subject mortgage loan if such performance related conditions are not satisfied within specified time periods.

In addition, with respect to certain of the mortgage loans, if the borrower does not satisfy the performance conditions and does not qualify for the release of the related cash reserve, the reserve, less, in some cases, a yield maintenance charge or prepayment premium (which, in some cases, may be paid out of the related additional collateral), may be applied to reduce the principal balance of the mortgage loan and the remaining unpaid balance of the mortgage loan may be re-amortized over the remaining amortization term. If such amount is used to prepay or defease the mortgage loan as described in paragraph (ii) above, there is no obligation on the part of the related borrower to replenish such cash reserves.

Optional Early Termination of the Trust Fund May Result in an Adverse Impact on Your Yield or May Result in a Loss

The certificates will be subject to optional early termination by means of the purchase of the mortgage loans in the trust fund. We cannot assure you that the proceeds from a sale of the mortgage loans and/or REO properties will be sufficient to distribute the outstanding certificate balance plus accrued interest and any undistributed shortfalls in interest accrued on the certificates that are subject to the termination. Accordingly, the holders of offered certificates affected by such a termination may suffer an adverse impact on the overall yield on their certificates, may experience repayment of their investment at an unpredictable and inopportune time or may even incur a loss on their investment. See ‘‘Description of the Certificates—Termination; Retirement of Certificates’’ in this prospectus supplement.

Sensitivity to LIBOR and Yield Considerations

The yield to investors in the Class A-4FL certificates will be highly sensitive to changes in the level of LIBOR. Investors in the Class A-4FL certificates should consider the risk that lower than anticipated levels of LIBOR could result in actual yields that are lower than anticipated yields on the Class A-4FL certificates.

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In addition, because interest payments on the Class A-4FL certificates may be reduced or the pass-through rate may convert to a fixed rate, in connection with certain events discussed in this prospectus supplement, the yield to investors in the Class A-4FL certificates under those circumstances may not be as high as that offered by other LIBOR-based investments, which are not subject to these interest rate restrictions.

In general, the earlier a change in the level of LIBOR, the greater the effect on the yield to maturity. As a result, the effect on an investor’s yield to maturity of a level of LIBOR that is higher (or lower) than the rate anticipated by the investor during the period immediately following the issuance of the Class A-4FL certificates is not likely to be offset by a subsequent like reduction (or increase) in the level of LIBOR. The failure by the swap counterparty in its obligation to make payments under the swap contract and/or, the conversion to a fixed rate that is below the rate that would otherwise be payable at the floating rate would have this kind of a negative impact. We cannot assure you that a default by the swap counterparty and/or the conversion of the pass-through rate from a rate based on LIBOR to a fixed rate would not adversely affect the amount and timing of distributions to the holders of the Class A-4FL certificates. See ‘‘Yield and Maturity Considerations’’ in this prospectus supplement.

Risks Relating to the Swap Contract

The trust will have the benefit of a swap contract relating to the Class A-4FL certificates issued by JPMorgan Chase Bank, N.A. Because the Class A-4FL regular interest accrues interest at a fixed rate of interest, the ability of the holders of the Class A-4FL certificates to obtain the payment of interest at the designated pass-through rates (which payment of interest may be reduced in certain circumstances as described in this prospectus supplement) will depend on payment by the swap counterparty pursuant to the swap contract. See ‘‘Description of the Swap Contract—The Swap Counterparty’’ in this prospectus supplement.

If the swap counterparty’s long-term rating is not at least ‘‘A3’’ by Moody’s Investors Service, Inc. and ‘‘A−’’ by Fitch, Inc., a rating agency trigger event will occur and the swap counterparty will be required to post collateral or find a replacement swap counterparty that would not cause a rating agency trigger event to occur. See ‘‘Description of the Swap Contract’’ in this prospectus supplement. In the event that the swap counterparty fails to either post acceptable collateral or find an acceptable replacement swap counterparty after a trigger event, the trustee will be required to take such actions (following the expiration of any applicable grace period), unless otherwise directed in writing by the holders of 25% of the Class A-4FL certificates to enforce the rights of the trust under the swap contract as may be permitted by the terms of the swap contract and use any termination fees received from the swap counterparty to enter into a replacement swap contract on substantially similar terms. If the costs attributable to entering into a replacement swap contract would exceed the net proceeds of the liquidation of the swap contract, a replacement swap contract will not be entered into and any proceeds will instead be distributed to the holders of the Class A-4FL certificates. We cannot assure you that the swap counterparty or any replacement swap counterparty will maintain its current ratings or have sufficient assets or otherwise be able to fulfill its obligations under the swap contract.

During the occurrence of a swap default, the pass-through rate of the Class A-4FL certificates will convert to a fixed interest rate. Any conversion to a fixed rate might result in a temporary delay of payment of the distributions to the holders of the Class A-4FL certificates if DTC does not receive notice of the resulting change in payment terms of the Class A-4FL certificates within the time frame and in advance of the distribution date that DTC requires to modify the payment.

In addition, if the funds allocated to payment of interest distributions on the Class A-4FL regular interest are insufficient to make all required interest payments on the Class A-4FL regular interest the amount paid to the swap counterparty will be reduced and interest paid by the swap counterparty under the swap contract will be reduced, on a dollar-for-dollar basis, by an amount equal to the difference between the amount actually paid to the swap counterparty and the amount that would have been paid if the funds allocated to payment of interest distributions on

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the Class A-4FL regular interest had been sufficient to make all required interest payments on the Class A-4FL regular interest. As a result, the holders of the Class A-4FL certificates, may experience an interest shortfall. See ‘‘Description of the Swap Contract’’ in this prospectus supplement.

Mortgage Loan Sellers May Not Be Able to Make a Required Repurchase or Substitution of a Defective Mortgage Loan

Each mortgage loan seller is the sole warranting party in respect of the mortgage loans sold by such mortgage loan seller to us. Neither we nor any of our affiliates (except, in certain circumstances, for JPMorgan Chase Bank, N.A. solely in its capacity as a mortgage loan seller) are obligated to repurchase or substitute any mortgage loan in connection with either a material breach of any mortgage loan seller’s representations and warranties or any material document defects, if such mortgage loan seller defaults on its obligation to do so. We cannot provide assurances that the mortgage loan sellers will have the financial ability to effect such repurchases or substitutions. Any mortgage loan that is not repurchased or substituted and that is not a ‘‘qualified mortgage’’ for a REMIC may cause the trust fund to fail to qualify as one or more REMICs or cause the trust fund to incur a tax. See ‘‘Transaction Parties—The Mortgage Loan Sellers’’ and ‘‘Description of the Mortgage Pool—Representations and Warranties; Repurchases and Substitutions’’ in this prospectus supplement and ‘‘Description of the Pooling Agreements—Representations and Warranties; Repurchases’’ in the prospectus.

Risks Relating to Interest on Advances and Special Servicing Compensation

To the extent described in this prospectus supplement, the master servicers, the special servicer or the trustee, as applicable, will be entitled to receive interest on unreimbursed advances at the ‘‘Prime Rate’’ as published in The Wall Street Journal. This interest will generally accrue from the date on which the related advance is made or the related expense is incurred to 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 your certificates.

Risks of Limited Liquidity and Market Value

The mortgage-backed securities market is currently experiencing unprecedented disruptions resulting from reduced investor demand and increased yield requirements for those securities. As a result, the secondary market for mortgage-backed securities is experiencing extremely limited liquidity. These conditions may continue or worsen. Although such reduced liquidity has resulted primarily from investor concerns arising from increased delinquencies and foreclosures on subprime mortgage loans and the failure of several subprime and ‘‘Alt-A’’ mortgage lenders, reduced liquidity has not been limited solely to certificates backed by those types of mortgage loans. Accordingly, it is possible that for some period of time investors who desire to sell their certificates in the secondary market may find fewer potential purchasers and experience lower resale prices than under ‘‘normal’’ market conditions.

Your certificates will not be listed on any national securities exchange or traded on any automated quotation systems of any registered securities association, and there is currently no secondary market for your certificates. While we have been advised by the underwriters that one or more of them, through one or more of their affiliates, currently intend to make a market in the offered certificates, none of the underwriters has any obligation to do so, any market-making may be discontinued at any time, and there can be no assurance that an active secondary market for the offered certificates will develop. Additionally, one or more purchasers may purchase substantial portions of one or more classes of offered certificates. Accordingly, you may not have

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an active or liquid secondary market for your certificates. Lack of liquidity could result in a substantial decrease in the market value of your certificates. The market value of your certificates also may be affected by many other factors, including the then-prevailing interest rates and market perceptions of risks associated with commercial mortgage lending. No representation is made by any person or entity as to what the market value of any offered certificate will be at any time. Furthermore, you should be aware that the market for securities of the same type as the certificates has in the past been volatile and offered very limited liquidity. See ‘‘Risk Factors—Your Ability to Resell Certificates May Be Limited Because of Their Characteristics’’ in the prospectus.

The Market Value of the Offered Certificates May Be Adversely Affected by Factors Unrelated to the Performance of the Offered Certificates and the Mortgage Loans, such as Fluctuations in Interest Rates and the Supply and Demand of CMBS Generally

The market value of the offered certificates can decline even if those certificates and the mortgage loans are performing at or above your expectations.

The market value of the offered certificates will be sensitive to fluctuations in current interest rates. However, a change in the market value of the offered certificates as a result of an upward or downward movement in current interest rates may not equal the change in the market value of the offered certificates as a result of an equal but opposite movement in interest rates.

The market value of the offered certificates will also be influenced by the supply of and demand for commercial mortgage-backed securities generally. The supply of commercial mortgage-backed securities will depend on, among other things, the amount of commercial and multifamily mortgage loans, whether newly originated or held in portfolio, that are available for securitization. A number of factors will affect investors’ demand for commercial mortgage-backed securities, including:

•  the availability of alternative investments that offer higher yields or are perceived as being a better credit risk, having a less volatile market value or being more liquid;
•  legal and other restrictions that prohibit a particular entity from investing in commercial mortgage-backed securities or limit the amount or types of commercial mortgage-backed securities that it may acquire;
•  investors’ perceptions regarding the commercial and multifamily real estate markets, which may be adversely affected by, among other things, a decline in real estate values or an increase in defaults and foreclosures on mortgage loans secured by income-producing properties; and
•  investors’ perceptions regarding the capital markets in general, which may be adversely affected by political, social and economic events completely unrelated to the commercial and multifamily real estate markets.

If you decide to sell any offered certificates, the ability to sell those certificates will depend on, among other things, whether and to what extent a secondary market then exists for these offered certificates, and you may have to sell at a discount from the price you paid for reasons unrelated to the performance of the offered certificates or the mortgage loans. Pricing information regarding the offered certificates may not be generally available on an ongoing basis or on any particular date.

Declining Value of Residential Mortgage-Backed Securities and other Asset-Backed or Structured Products May Adversely Affect CMBS

The fallout from the downturn in the residential-mortgage backed securities market and markets for other asset-backed and structured products may affect the commercial mortgage-backed securities market. Downward price pressures and increasing defaults and foreclosures in residential real estate or other conditions may depress the overall economy. Any

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such downturn may lead to increased vacancies, decreased rents or other declines in income from, or the value of, commercial real estate. Additionally, a lack of credit liquidity, higher mortgage rates and decreases in the value of commercial properties may occur and potentially prevent commercial mortgage borrowers from refinancing their mortgages, which may increase the likelihood of default. Such economic conditions may also adversely affect the amount of liquidation proceeds the trust would realize in the event of a foreclosure. Moreover, even if the offered certificates are performing as anticipated, the value of the offered certificates in the secondary market may nevertheless fall as a result of a deterioration in general market conditions for commercial mortgage-backed securities or other asset-backed or structured products. Trading activity associated with commercial mortgage backed securities indices may also drive spreads on those indices wider than spreads on commercial mortgage-backed securities thereby resulting in a decrease in value of commercial mortgage-backed securities generally, including the offered certificates.

Different Timing of Mortgage Loan Amortization Poses Certain Risks

As principal payments or prepayments are made on a mortgage loan that is part of a pool of mortgage loans, the pool will be subject to more concentration risks with respect to the diversity of mortgaged properties, types of mortgaged properties and number of borrowers, as described in this prospectus supplement. Classes that have a later sequential designation or a lower payment priority are more likely to be exposed to this concentration risk than are classes with an earlier sequential designation or a higher priority. This is so because principal on the offered certificates is generally payable in sequential order, and no class entitled to distribution of principal generally receives principal until the certificate balance of the preceding class or classes entitled to receive principal has been reduced to zero.

Subordination of Subordinate Offered Certificates

As described in this prospectus supplement, unless your certificates are Class A-1, Class A-2, Class A-3, Class A-4, Class A-4FL (through the Class A-4FL regular interest), Class A-SB, Class A-1A or Class X certificates, your right to receive distributions of amounts collected or advanced on or in respect of the mortgage loans will be subordinated to those of the holders of the offered certificates with an earlier sequential designation. See ‘‘Description of the Certificates—Distributions—Priority’’ and ‘‘Description of the Certificates—Subordination; Allocation of Collateral Support Deficit’’ in this prospectus supplement.

Limited Information Causes Uncertainty

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

Environmental Risks Relating to the Mortgaged Properties

The issuing entity could become liable for a material adverse environmental condition at an underlying mortgaged property. Any such potential liability could reduce or delay payments on the offered certificates.

Each of the mortgaged properties was either (i) subject to environmental site assessments prior to the time of origination of the related mortgage loan (or in certain limited cases, after origination), including Phase I site assessments or updates of previously performed Phase I site assessments, or (ii) subject to a lender’s environmental insurance policy or other environmental insurance policy. In some cases, Phase II site assessments also have been performed. Although assessments were made on the majority of the mortgaged properties and these involved site visits and other types of review, we cannot assure you that all environmental conditions and risks were identified. In each case, the environmental site assessments were completed in the 2- to 28-month period prior to the closing date of the securitization.

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Except as described below, none of the environmental assessments revealed any material adverse environmental condition or circumstance at any mortgaged property except for those:

•  that will be remediated or abated in all material respects by the closing date;
•  for which an escrow or letter of credit for the remediation was established;
•  for which an environmental insurance policy was obtained from a third party insurer;
•  for which the consultant recommended an operations and maintenance plan with respect to the applicable mortgaged property or periodic monitoring of nearby properties, which recommendations are consistent with industry practice;
•  for which the borrower, the principal of the borrower or another financially responsible party has provided an indemnity or is required to take, or is liable for the failure to take, such actions, if any, with respect to such matters as have been required by the applicable governmental authority or recommended by the environmental assessments;
•  for which such conditions or circumstances were investigated further and the environmental consultant recommended no further action or remediation;
•  as to which the borrower or other responsible party obtained a ‘‘no further action’’ letter or other evidence that governmental authorities are not requiring further action or remediation (or as to which the borrower or other responsible party will be obtaining such ‘‘no further action’’ or remediation letter and a holdback or other assurance was made to secure the receipt of such letter); or
•  that would not require substantial cleanup, remedial action or other extraordinary response under environmental laws.

In certain cases, the identified condition was related to the presence of asbestos-containing materials, lead-based paint and/or radon. Where these substances were present, the environmental consultant generally recommended, and the related mortgage loan documents, with certain exceptions, generally required, the establishment of an operation and maintenance plan to address the issue or, in some cases involving asbestos-containing materials and lead-based paint, a containment, abatement or removal program. Other identified conditions could, for example, include leaks from storage tanks and on-site spills. Corrective action, as required by the regulatory agencies, has been or is currently being undertaken and, in some cases, the related borrowers have made deposits into environmental reserve accounts. However, we cannot assure you that any environmental indemnity, insurance, letter of credit or reserve amounts will be sufficient to remediate the environmental conditions or that all environmental conditions have been identified or that operation and maintenance plans will be put in place and/or followed. Additionally, we cannot assure you that actions of tenants at mortgaged properties will not adversely affect the environmental condition of the mortgaged properties.

See ‘‘Transaction Parties—The Sponsors—JPMCB’s Underwriting Guidelines and Processes—Environmental Site Assessment’’, ‘‘—PNC Bank’s Underwriting Guidelines and Processes—Environmental Assessments’’, ‘‘—CIBC’s Underwriting Guidelines and Processes—Environmental Assessment’’ and ‘‘Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans’’ in this prospectus supplement and ‘‘Risk Factors—Failure to Comply with Environmental Law May Result in Additional Losses’’ and ‘‘Certain Legal Aspects of Mortgage Loans—Environmental Risks’’ in the prospectus.

Tax Considerations Relating to Foreclosure

If the issuing entity acquires a mortgaged property pursuant to a foreclosure or deed in lieu of foreclosure, the special servicer must retain an independent contractor to operate the property. Among other items, the independent contractor generally will not be able to perform construction work other than repair, maintenance or certain types of tenant build-outs, unless the construction was at least 10% completed when the mortgage loan defaulted or the default

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of the mortgage loan becomes imminent. Any net income from the operation of the property (other than qualifying ‘‘rents from real property’’), or any rental income based on the net profits of a tenant or sub-tenant or allocable to a non-customary service, will subject the lower-tier REMIC to federal tax on that income at the highest marginal corporate tax rate (currently 35%) and possibly state or local tax. In that event, the net proceeds available for distribution to certificateholders will be reduced. The special servicer may permit the lower-tier 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 under another method of operating or net leasing the mortgaged property. In addition, if the trust were to acquire one or more mortgaged properties pursuant to a foreclosure or deed in lieu of foreclosure, upon acquisition of those mortgaged properties, the trust may in certain jurisdictions, particularly in New York, be required to pay state or local transfer or excise taxes upon liquidation of such properties. Such state or local taxes may reduce net proceeds available for distribution to the certificateholders.

Risks Associated with One Action Rules

The ability to realize upon the mortgage loans may be limited by the application of state and federal laws. For example, 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 is required 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 that is secured by mortgaged properties located in multiple states, the special servicer may be required to foreclose first on properties located in states where ‘‘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 the prospectus.

Potential Absence of Attornment Provisions Entails Risks

In some jurisdictions, if tenant leases are subordinate to the liens created by the mortgage and do not contain attornment provisions (i.e., provisions requiring the tenant to recognize a successor owner following foreclosure as landlord under the lease), the leases may terminate upon the transfer of the property to a foreclosing lender or purchaser at foreclosure. Not all leases were reviewed to ascertain the existence of attornment or subordination provisions. 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. This is particularly likely if such tenants were paying above-market rents or could not be replaced.

If a lease is not subordinate to a mortgage, the trust will not possess the right to dispossess the tenant upon foreclosure of the mortgaged property (unless otherwise agreed to with the tenant). If the lease contains provisions inconsistent with the mortgage (e.g., provisions relating to application of insurance proceeds or condemnation awards) or which 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.

Property Insurance, Including Terrorism Insurance, May Not Be Sufficient

All of the mortgage loans require the related borrower to maintain, or cause to be maintained, property insurance (which, in some cases, is provided by allowing a tenant to self-insure). However, the mortgaged properties may suffer casualty losses due to risks that were not covered by insurance or for which insurance coverage is inadequate. Specifically, certain of

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the mortgage loans may have insurance coverage that specifically excludes coverage for losses due to mold, certain acts of nature, terrorism activities or other comparable conditions or events. In addition, approximately 21.2%, 4.1%, and 2.7% of the mortgaged properties, by aggregate principal balance of the pool of mortgage loans as of the cut-off date (22.5%, 0.0%), (1.8%, 42.1%), and (1.8%, 17.6%), respectively, are located in California, Texas and Florida and certain of the mortgage loans are located in coastal areas of certain other states. These states and areas have historically been at greater risk regarding acts of nature (such as earthquakes, floods and hurricanes) than other states. The mortgage loans generally do not expressly require borrowers to maintain insurance coverage for earthquakes, hurricanes or floods and we cannot assure you that borrowers will attempt or be able to obtain adequate insurance against such risks. Moreover, if reconstruction or any major repairs are required, changes in laws may materially affect the borrower’s ability to effect any reconstruction or major repairs or may materially increase the costs of the reconstruction or repairs. Certain mortgage loans are secured by improvements for which coverage for acts of terrorism have been waived, are not required or are required only if certain conditions (such as availability at reasonable rates or maximum cost limits) are satisfied.

Following the September 11, 2001 terrorist attacks in the New York City area and in the Washington, D.C. area, many reinsurance companies (which assume some of the risk of policies sold by primary insurers) eliminated coverage for acts of terrorism from their reinsurance policies. Without that reinsurance coverage, primary insurance companies would have to assume that risk themselves, which may cause them to eliminate such coverage in their policies, increase the amount of the deductible for acts of terrorism or charge higher premiums for such coverage. In order to offset this risk, Congress passed the Terrorism Risk Insurance Act of 2002, which established the Terrorism Insurance Program.

On December 26, 2007, the Terrorism Insurance Program was extended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 through December 31, 2014.

The Terrorism Insurance Program is administered by the Secretary of the Treasury and through December 31, 2014 will provide some financial assistance from the United States Government to insurers in the event of another terrorist attack that results in an insurance claim. The program applies to United States risks only and to acts that are committed by an individual or individuals acting on behalf of a foreign person or foreign interest as an effort to influence or coerce United States civilians or the United States Government. The Terrorism Risk Insurance Program Reauthorization Act of 2007 requires an investigation by the Comptroller General to study the availability and affordability of insurance coverage for nuclear, biological, chemical and radiological attacks.

In addition, no compensation will be paid under the Terrorism Insurance Program unless the aggregate industry losses relating to such act of terror exceed $100 million. As a result, unless the borrowers obtain separate coverage for events that do not meet these thresholds (which coverage may not be required by the respective loan documents and may not otherwise be obtainable), such events would not be covered.

The Treasury Department has established procedures for the program under which the federal share of compensation will be equal to 85% of that portion of insured losses that exceeds an applicable insurer deductible required to be paid during each program year (which insurer deductible was fixed by the Terrorism Risk Insurance Program Reauthorization Act of 2007 at 20% of an insurer’s direct earned premium for any program year). The federal share in the aggregate in any program year may not exceed $100 billion (and the insurers will be liable for any amount that exceeds this cap). An insurer that has paid its deductible is not liable for the payment of any portion of total annual United States wide losses that exceed $100 billion, regardless of the terms of the individual insurance contracts.

Through December 2014, insurance carriers are required under the program to provide terrorism coverage in their basic policies providing ‘‘special’’ form coverage. Any commercial property and casualty terrorism insurance exclusion that was in force on November 26, 2002 is

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automatically voided to the extent that it excludes losses that would otherwise be insured losses. Any state approval of such types of exclusions in force on November 26, 2002 is also voided.

Because it is a temporary program, there is no assurance that it will create any long term changes in the availability and cost of such insurance. Moreover, there can be no assurance that subsequent terrorism insurance legislation will be passed upon its expiration.

The various forms of insurance maintained with respect to any of the mortgaged properties, including casualty insurance, environmental insurance and earthquake insurance, may be provided under a blanket insurance policy. That blanket insurance policy will also cover other real properties, some of which may not secure mortgage loans in the trust. As a result of total limits under any of those blanket policies, losses at other properties covered by the blanket insurance policy may reduce the amount of insurance coverage with respect to a property securing one of the mortgage loans in the trust fund.

Some of the mortgage loans specifically require terrorism insurance, but this insurance may be required only to the extent it can be obtained for premiums less than or equal to a ‘‘cap’’ amount specified in the related mortgage loan documents, only if it can be purchased at commercially reasonable rates, only with a deductible at a certain threshold and/or other similar conditions. For example, with respect to the 10 largest mortgage loans, the obligation of the borrower to obtain terrorism insurance is limited as set forth below.

With respect to 1 mortgage loan (identified as Loan No. 3 on Annex A-1 to this prospectus supplement), representing approximately 8.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (9.4%, 0.0%), in the event that the Terrorism Insurance Program is no longer in effect, terrorism insurance is only required to the extent that such insurance can be purchased for a premium per annum not in excess of $200,000.

With respect to 1 mortgage loan (identified as Loan No. 5 on Annex A-1 to this prospectus supplement), representing approximately 3.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (3.8%, 0.0%), in the event that the Terrorism Insurance Program is no longer in effect, terrorism insurance is only required to the extent that such insurance can be purchased for a premium per annum not in excess of $75,000.

With respect to 1 mortgage loan (identified as Loan No. 10 on Annex A-1 to this prospectus supplement), representing approximately 2.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (2.8%, 0.0%), in the event that the Terrorism Insurance Program is no longer in effect, terrorism insurance is only required to the extent that such insurance can be purchased for a premium per annum not in excess of $150,000.

With respect to certain of the mortgage loans, the casualty insurance policy providing ‘‘special’’ form coverage specifically excludes terrorism insurance from its coverage. In some such cases, the related borrower obtained supplemental insurance to cover terrorism risk. In other cases, the lender waived the requirement that such insurance be maintained.

With respect to certain of the mortgage loans, the related mortgage loan documents generally provide that the borrowers are required to maintain comprehensive casualty insurance providing ‘‘special’’ form coverage but may not specify the nature of the specific risks required to be covered by such insurance policies. With respect to certain mortgage loans in the trust, the related borrower is not required to maintain any terrorism insurance coverage either as part of its policy providing ‘‘special’’ form coverage or under a stand-alone policy.

Even if the mortgage loan documents specify that the related borrower must maintain casualty insurance providing ‘‘special’’ form coverage or other insurance that covers acts of terrorism, the borrower may fail to maintain such insurance and the applicable master servicer or special servicer may not enforce such default or cause the borrower to obtain such insurance if the special servicer has determined, based on inquiry consistent with the servicing standards and after consultation with the directing certificateholder, that either (a) such insurance is not available at any rate or (b) such insurance is not available at commercially reasonable rates and

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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. Additionally, if the related borrower fails to maintain such insurance, the applicable master servicer or the special servicer, as the case may be, will not be required to maintain such terrorism insurance coverage if the special servicer determines, in accordance with the servicing standards, that such insurance is not available for the reasons set forth in (a) or (b) of the preceding sentence. Furthermore, at the time existing insurance policies are subject to renewal, there is no assurance that terrorism insurance coverage will be available and covered under the new policies or, if covered, whether such coverage will be adequate. Most insurance policies covering commercial real estate properties such as the mortgaged properties are subject to renewal on an annual basis. If such coverage is not currently in effect, is not adequate or is ultimately not continued with respect to some of the mortgaged properties and one of those properties suffers a casualty loss as a result of a terrorist act, then the resulting casualty loss could reduce the amount available to make distributions on your certificates.

We cannot assure you that all of the mortgaged properties will be insured against the risks of terrorism and similar acts. As a result of any of the foregoing, the amount available to make distributions on your certificates could be reduced.

Zoning Compliance and Use Restrictions May Adversely Affect Property Value

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. This may adversely affect the 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 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 or, in the case of those mortgaged properties that are condominiums, condominium declarations or other condominium use restrictions or regulations, especially in a situation where the mortgaged property does not represent the entire condominium building. Such use restrictions could include, for example, limitations on the use or 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.

Risks Relating to Costs of Compliance with Applicable Laws and Regulations

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, such as

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zoning laws and the Americans with Disabilities Act of 1990, as amended, which requires all public accommodations to meet certain federal requirements related to access and use by persons with disabilities. See ‘‘Certain Legal Aspects of Mortgage Loans—Americans with Disabilities Act’’ in the prospectus. 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.

No Reunderwriting of the Mortgage Loans

We have not reunderwritten the mortgage loans. Instead, we have relied on the representations and warranties made by the mortgage loan sellers, and the applicable mortgage loan seller’s obligation to repurchase, substitute or cure a mortgage loan in the event that a representation or warranty was not true when made and such breach materially and adversely affects the value of the mortgage loan or the interests of the certificateholders. These representations and warranties do not cover all of the matters that we would review in underwriting a mortgage loan and you should not view them as a substitute for reunderwriting the mortgage loans. If we had reunderwritten the mortgage loans, it is possible that the reunderwriting process may have revealed problems with a mortgage loan not covered by a representation or warranty. In addition, we can give no assurance that the applicable mortgage loan seller will be able to repurchase a mortgage loan if a representation or warranty has been breached. See ‘‘Description of the Mortgage Pool—Representations and Warranties; Repurchases and Substitutions’’ in this prospectus supplement.

Litigation or Other Legal Proceedings Could Adversely Affect the Mortgage Loans

There may be pending or threatened legal proceedings against, or other past or present adverse regulatory circumstances experienced by, the borrowers, their sponsors and managers of the mortgaged properties and their respective affiliates arising out of the ordinary business of the borrowers, their sponsors, managers and affiliates. 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.

See also ‘‘—Bankruptcy Proceedings Entail Certain Risks’’ above.

Risks Relating to Book-Entry Registration

Your certificates will be initially represented by one or more certificates registered in the name of Cede & Co., as the nominee for DTC, and will not be registered in your name. As a result, you will not be recognized as a certificateholder, or holder of record of your certificates. See ‘‘Risk Factors—Book-Entry System for Certain Classes May Decrease Liquidity and Delay Payment’’ in the prospectus for a discussion of important considerations relating to not being a certificateholder of record.

Risks Relating to Inspections of Properties

Licensed engineers or consultants inspected the mortgaged properties at or about the time of the origination of the mortgage loans to assess items such as structural integrity of the buildings and other improvements on the mortgaged property, including exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements. However, we cannot assure you that all conditions requiring repair or replacement were identified. No additional property inspections were conducted in connection with the closing of the offered certificates.

Certain of the Mortgage Loans Lack Customary Provisions

Certain of the mortgage loans lack one or more features that are customary in mortgage loans intended for securitization. Generally, the borrowers with respect to these mortgage loans

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are either not required to make payments to lockboxes or to maintain reserves for certain expenses, such as taxes, insurance premiums, capital expenditures, tenant improvements and leasing commissions, or the lenders under these mortgage loans do not have the right to terminate the related property manager upon the occurrence of certain events or require lender approval of a replacement property manager. However, mortgage loans originated for securitization are generally originated in accordance with the lender’s underwriting guidelines. For more information, see ‘‘Transaction Parties—The Sponsors’’, ‘‘—The Mortgage Loan Sellers—JPMCB’s Underwriting Guidelines and Processes’’, ‘‘—PNC Bank’s Underwriting Guidelines and Processes’’ and ‘‘—CIBC’s Underwriting Guidelines and Processes’’ in this prospectus supplement.

Mortgage Electronic Registration Systems (MERS)

The mortgages or assignments of mortgages for some of the mortgage loans have been or may be recorded in the name of MERS, solely as nominee for the related mortgage loan seller and its successor and assigns. Subsequent assignments of those mortgages are registered electronically through the MERS system.

The recording of mortgages in the name of MERS is a new practice in the commercial mortgage lending industry. Public recording officers and others have limited, if any, experience with lenders seeking to foreclose mortgages, assignments of which are registered with MERS. Accordingly, delays and additional costs in commencing, prosecuting and completing foreclosure proceedings and conducting foreclosure sales of the mortgaged properties could result. Those delays and the additional costs could in turn delay the distribution of liquidation proceeds to certificateholders and increase the amount of losses on the loans.

Other Risks

Past Hurricanes.    In late August, September and October 2005, hurricanes Katrina, Rita and Wilma and related windstorms, floods and tornadoes caused extensive and catastrophic physical damage to coastal and inland areas located in the Gulf Coast region of the United States (parts of Texas, Louisiana, Mississippi, Alabama and Florida) and certain other parts of the southeastern United States (including offshore facilities in the Gulf of Mexico) consisting of severe flooding, wind and water damage, forced evacuations, contamination, gas leaks and fire and environmental damage. The long-term national, regional and local economic and other effects of that damage, are not yet fully known. Economic effects appear to include nationwide decreases in oil supplies and refining capacity, nationwide increases in gas prices and regional interruptions in travel and transportation, tourism and economic activity generally in some of the affected areas. It is not possible to determine how long these effects may last. These effects could lead to a general economic downturn, including increased oil prices, loss of jobs, regional disruptions in travel, transportation and tourism and a decline in real-estate related investments, in particular, in the areas most directly damaged by the storms. Other temporary and/or long-term effects on national, regional and local economies, securities, financial and real estate markets, government finances, and spending or travel habits may subsequently arise or become apparent in connection with the hurricanes and their aftermath. Furthermore, there can be no assurance that displaced residents of the affected areas will return, that the economies in the affected areas will recover sufficiently to support income producing real estate at pre-storm levels or that the costs of clean-up will not have a material adverse effect on the national economy. Because standard hazard insurance policies generally do not provide coverage for damage arising from floods and windstorms, property owners in the affected areas may not be insured for the damage to their properties and, in the aggregate, this may affect the timing and extent of local and regional economic recovery.

See ‘‘Risk Factors’’ in the prospectus for a description of certain other risks and special considerations that may be applicable to your certificates.

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Description of the Mortgage Pool

General

The trust will consist primarily of 79 fixed rate mortgage loans secured by 107 commercial Mortgaged Properties and 11 multifamily and manufactured housing community Mortgaged Properties with an aggregate principal balance of approximately $1,165,893,035 as of the Cut-off Date (the ‘‘Initial Pool Balance’’). The ‘‘Cut-off Date’’ with respect to each mortgage loan is the due date of the related mortgage loan in May 2008, or May 1, 2008, with respect to those mortgage loans that were originated in April 2008 and have their first due date in June 2008. All percentages of the mortgage loans and Mortgaged Properties, or of any specified group of mortgage loans and Mortgaged Properties, referred to in this prospectus supplement without further description are approximate percentages by Initial Pool Balance.

The pool of mortgage loans will be deemed to consist of two loan groups (‘‘Loan Group 1’’ and ‘‘Loan Group 2’’ and, collectively, the ‘‘Loan Groups’’) for the purpose of principal and interest distributions on the Class A Certificates (as described in this prospectus supplement). Loan Group 1 will consist of 69 mortgage loans, representing approximately 94.4% of the Initial Pool Balance (the ‘‘Initial Loan Group 1 Balance’’). Loan Group 2 will consist of 10 mortgage loans, representing approximately 5.6% of the Initial Pool Balance (the ‘‘Initial Loan Group 2 Balance’’). Annex A-1 to this prospectus supplement sets forth the Loan Group designation with respect to each mortgage loan.

The mortgage loans included in this transaction were selected for this transaction from mortgage loans specifically originated for securitizations of this type by or on behalf of each Mortgage Loan Seller taking into account, among other factors, rating agency criteria and anticipated feedback from investors in the most subordinate Certificates, property type and geographic location.

The ‘‘Cut-off Date Balance’’ of any mortgage loan will be the unpaid principal balance of that mortgage loan as of the Cut-off Date for such mortgage loan, after application of all payments due on or before that date, whether or not received. Unless otherwise noted, all numerical and statistical information presented in this prospectus supplement, including Cut-off Date Balances, loan-to-value ratios (‘‘LTV Ratios’’) and debt service coverage ratios (‘‘DSCR’’) with respect to each Whole Loan with one or more Subordinate Companion Loans is calculated without regard to the related Subordinate Companion Loan(s), and with respect to each Whole Loan with one or more Pari Passu Companion Loans, is calculated including the related Pari Passu Companion Loan(s).

Each mortgage loan is evidenced by one or more promissory notes (each, a ‘‘Mortgage Note’’) and secured by one or more mortgages, deeds of trust or other similar security instruments (each, a ‘‘Mortgage’’) that creates a first mortgage lien:

(1)    on a fee simple estate in one or more commercial and multifamily mortgaged properties;

(2)    with respect to 4 mortgaged properties securing mortgage loans (identified as Loan Nos. 8, 10, 12 and 50 on Annex A-1 to this prospectus supplement), representing 8.7% of the Initial Pool Balance (8.8%, 7.7%), on a leasehold estate in one or more of the related commercial properties but not on the corresponding fee interest with respect to such property; or

(3)    with respect to 3 mortgaged properties securing mortgage loans (identified as Loan Nos. 7, 15.09 and 15.17 on Annex A-1 to this prospectus supplement), representing approximately 3.5% of the Initial Pool Balance (3.7%, 0.0%), on a fee simple estate in a portion of the related property and a leasehold estate in the remaining portion of one or more commercial properties (each of the fee and/or leasehold estates described in clauses (1) through (3), a ‘‘Mortgaged Property’’).

Mortgage loans secured by ground leases present certain bankruptcy and foreclosure risks not present with mortgage loans secured by fee simple estates. See ‘‘Certain Legal Aspects of

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Mortgage Loans—Foreclosure—Leasehold Risks’’ and ‘‘Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws’’ in the prospectus.

On or about May 8, 2008 (the ‘‘Closing Date’’), J.P. Morgan Chase Commercial Mortgage Securities Corp. (the ‘‘Depositor’’) will acquire the mortgage loans from JPMorgan Chase Bank, N.A. (‘‘JPMCB’’), PNC Bank, National Association (‘‘PNC Bank’’) and CIBC Inc. (‘‘CIBC’’, and together with JPMCB and PNC Bank, the ‘‘Mortgage Loan Sellers’’) pursuant to a separate mortgage loan purchase agreement with each Mortgage Loan Seller (collectively, the ‘‘Purchase Agreements’’), each between the Depositor and the applicable Mortgage Loan Seller. The Depositor will then assign its interests in the mortgage loans, without recourse, to LaSalle Bank National Association, as trustee (in such capacity, the ‘‘Trustee’’), for the benefit of the holders of the Certificates (the ‘‘Certificateholders’’). In addition, on the Closing Date, the applicable Mortgage Loan Seller will be required to remit to the Trustee, as paying agent (in such capacity, the ‘‘Paying Agent’’), an amount that will be sufficient to cover the interest shortfalls that would otherwise occur on the first Distribution Date as a result of certain mortgage loans not having their first due date until June 2008. This amount will be distributed to Certificateholders on the first Distribution Date as part of their regular interest distribution.

The mortgage loans were or will be originated in the period between June 27, 2007 and April 30, 2008. Five (5) of the mortgage loans, representing approximately 6.1% of the Initial Pool Balance, will not have made any scheduled debt service payments as of the related Cut-off Date.

As of the Cut-off Date, none of the mortgage loans is 30-days or more delinquent and none of the mortgage loans has been 30-days or more delinquent since origination. A mortgage loan will be treated as 30-days delinquent if the scheduled payment for a due date is not received from the related borrower by the immediately following due date.

The mortgage loans are not insured or guaranteed by the Mortgage Loan Sellers or any other person or entity. You should consider all of the mortgage loans to be nonrecourse loans as to which recourse in the case of default will be limited to the specific property and other assets, if any, pledged to secure a mortgage loan.

Additional Debt

General.    Substantially all of the mortgage loans permit the related borrower to incur limited indebtedness in the ordinary course of business that is not secured by the related Mortgaged Property. Moreover, in general, any borrower that does not meet single purpose entity criteria may not be restricted from incurring unsecured debt.

The terms of certain mortgage loans permit the borrowers to post letters of credit and/or surety bonds for the benefit of the mortgagee under the mortgage loans, 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.

Other Secured Subordinate Indebtedness.    As of the Cut-off Date, the applicable Mortgage Loan Sellers have informed us that, in addition to the Companion Loans discussed under ‘‘Description of the Mortgage Pool—The Whole Loans’’ below, they are aware of the following existing or specifically permitted future secured indebtedness with respect to the mortgage loans:

With respect to 2 mortgage loans (identified as Loan Nos. 14 and 24 on Annex A-1 to this prospectus supplement), representing approximately 3.2% of the Initial Pool Balance (2.4%, 17.6%), the related borrowers are expressly permitted to execute and deliver a subordinate mortgage encumbering the related mortgaged property as collateral for additional debt in the future under certain circumstances.

The Block at Orange Loan.    The Block at Orange Loan, with a principal balance as of the Cut-off Date of $110,000,000, is part of a split loan structure with the Block at Orange Pari Passu

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Companion Loan (which is pari passu with the Block at Orange Loan). The Block at Orange Pari Passu Companion Loan is not included in the trust. See ‘‘—The Block at Orange Whole Loan’’ below.

Westin Portfolio Loan.    The Westin Portfolio Loan, with a principal balance as of the Cut-off Date of $104,000,000, is part of a split loan structure with the Westin Portfolio Pari Passu Companion Loan (which is pari passu with the Westin Portfolio Loan). The Westin Portfolio Pari Passu Companion Loan is not included in the trust. See ‘‘—The Westin Portfolio Whole Loan’’ below.

AB Mortgage Loans.    Three (3) mortgage loans (the ‘‘AB Mortgage Loans’’) (identified as Loan Nos. 11, 13 and 15 on Annex A-1 to this prospectus supplement), representing approximately 6.8% of the Initial Pool Balance (7.2%, 0.0%), are each a senior loan in a split loan structure with a subordinate companion loan (each, an ‘‘AB Subordinate Companion Loan’’ and, together with the related AB Mortgage Loan, an ‘‘AB Whole Loan’’). The AB Subordinate Companion Loans are not assets of the trust. Each AB Whole Loan is evidenced by the related AB Mortgage Loan and the related AB Subordinate Companion Loan, both of which are secured by a single mortgage instrument on the related Mortgaged Property.

The AB Mortgage Loan identified as Loan No. 11 on Annex A-1 to this prospectus supplement has a principal balance as of the Cut-off Date of $27,759,716. The related AB Subordinate Companion Loan, which is not included in the trust, has an initial principal balance of $1,677,000.The AB Mortgage Loan identified as Loan No. 13 on Annex A-1 to this prospectus supplement has a principal balance as of the Cut-off Date of $26,783,048. The related AB Subordinate Companion Loan, which is not included in the trust, has an initial principal balance of $1,650,000. The AB Mortgage Loan identified as Loan No. 15 on Annex A-1 to this prospectus supplement has a principal balance as of the Cut-off Date of $25,075,000. The related AB Subordinate Companion Loan, which is not included in the trust, has an initial principal balance of $1,575,000.

Each of the Block at Orange Whole Loan, the Westin Portfolio Whole Loan, and the AB Whole Loans is referred to in this prospectus supplement as a ‘‘Whole Loan.’’

Each of the Block at Orange Pari Passu Companion Loan, the Westin Portfolio Pari Passu Companion Loan and the AB Subordinate Companion Loans is referred to in this prospectus supplement as a ‘‘Companion Loan.’’ Each of the Block at Orange Pari Passu Companion Loan and the Westin Portfolio Pari Passu Companion Loan is referred to in this prospectus supplement as a ‘‘Pari Passu Companion Loan.’’ Each of the AB Subordinate Companion Loans is referred to in this prospectus supplement as a ‘‘Subordinate Companion Loan.’’

Each of the AB Mortgage Loans is referred to in this prospectus supplement as a ‘‘Serviced Mortgage Loan.’’ Each of the AB Whole Loans is referred to in this prospectus supplement as a ‘‘Serviced Whole Loan.’’ Each of the AB Subordinate Companion Loans is referred to in this prospectus supplement as a ‘‘Serviced Companion Loan.’’

Each of the Block at Orange Loan and Westin Portfolio Loan is referred to in this prospectus supplement as a ‘‘Non-Serviced Mortgage Loan.’’ Each of the Block at Orange Whole Loan and Westin Portfolio Whole Loan is referred to in this prospectus supplement as a ‘‘Non-Serviced Whole Loan.’’ Each of the Block at Orange Pari Passu Companion Loan and Westin Portfolio Pari Passu Companion Loan is referred to in this prospectus supplement as a ‘‘Non-Serviced Companion Loan.’’

The table below sets forth for each of the Whole Loans both the DSCR and LTV Ratios taking into account any related Pari Passu Companion Loan but without taking into account any related Subordinate Companion Loan and the combined DSCR and LTV Ratios taking into account any related Subordinate Companion Loan, as applicable.

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Whole Loans Summary


Loan No. Mortgage
Loan		 Mortgage
Loan
Cut-off
Date
Principal
Balance(1)		 % of
Initial
Pool
Balance		 % of
Initial
Loan
Group 1 or
Group 2
Balance		 Pari Passu
Companion
Loan
Original
Balance		 Subordinate
Companion
Loan
Original
Balance		 Mortgage
Loan
DSCR(2)		 Total
Mortgage
Debt
DSCR		 Mortgage
Loan
Cut-off
Date
LTV(2)		 Total
Mortgage
Debt
Cut-off
Date
LTV
2 Block at Orange $ 110,000,000 9.4 %  10.0 %  $ 110,000,000 N/A 1.10x 1.10x 68.3 %  68.3 % 
3 Westin Portfolio $ 104,000,000 8.9 9.4 %  105,000,000 N/A 1.21x 1.21x 68.8 %  68.8 % 
11 Wisco Hotel Group A2 $ 27,759,716 2.4 2.5 %  N/A $ 1,677,000 1.35x 1.22x 70.8 %  75.1 % 
13 Wisco Hotel Group A1 $ 26,783,048 2.3 2.4 %  N/A 1,650,000 1.38x 1.25x 72.8 %  77.3 % 
15 Regency Portfolio $ 25,075,000 2.2 2.3 %  N/A 1,575,000 1.20x 1.09x 79.1 %  84.1 % 
Total/ Weighted Average $ 293,617,764 25.2 %  26.7 %  $ 215,000,000 $ 4,902,000 1.20x 1.16x 70.0 %  70.2 % 
(1) Includes only those assets that are included in the 2008-C2 trust fund.
(2) Information with regard to any mortgage loan with one or more subordinate companion loans is calculated without regard to the related subordinate companion loan(s).

Mezzanine Debt.    Although the mortgage loans generally place certain restrictions on incurring mezzanine debt by the pledging of general partnership and managing member equity interests in a borrower, such as specific percentage or control limitations, the terms of the mortgages generally permit, subject to certain limitations, the pledge of less than a controlling portion of the limited partnership or non-managing membership equity interests in a borrower. However, 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 a borrower by imposing limitations on transfer of control or a specific percentage of ownership interests. In addition, in general, a borrower that does not meet single-purpose entity criteria may not be restricted in any way from incurring mezzanine debt. The holders of certain of the mezzanine loans may have the right to cure certain defaults occurring on the related mortgage loan and the right to purchase the related mortgage loan if certain defaults on the related mortgage loan occur. The purchase price generally required to be paid in connection with such a purchase would equal the outstanding principal balance of the related mortgage loan, together with accrued and unpaid interest on, and unpaid servicing expenses, advances and interest on advances related to, such mortgage loan. The lenders for this mezzanine debt generally are not affiliates of the related mortgage loan borrower. Upon a default under the mezzanine debt, the holder of the mezzanine debt may foreclose upon the ownership interests in the related borrower subject to the terms of the related intercreditor agreement, which typically require either confirmation from each Rating Agency that the transfer would not result in the downgrade, withdrawal or qualification of the then-current ratings assigned to any Class of Certificates or that the holder of the ownership interests is an entity which meets certain financial and other tests under the related intercreditor agreement.

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As of the Cut-off Date, the applicable Mortgage Loan Sellers have informed us that they are aware of the following existing mezzanine indebtedness with respect to the mortgage loans that each such Mortgage Loan Seller is selling to the Depositor:

Existing Mezzanine Debt


Mortgage Loan Principal
Balance of
Mortgage
Loan		 % of
Initial Pool
Balance		 % of
Initial Loan
Group 1
Balance		 % of
Initial Loan
Group 2
Balance		 Initial Principal
Balance of
Mezzanine
Debt
The Promenade Shops at Dos Lagos $ 125,200,000 10.7 %  11.4 %  0.0 %  $ 34,968,416
Westin Portfolio $ 104,000,000 8.9 %  9.4 %  0.0 %  $ 31,500,000
Dovetail Villas $ 11,447,509 1.0 %  0.0 %  17.6 %  $ 3,152,609
Oak Ridge Apartments $ 11,375,000 1.0 %  0.0 %  17.5 %  $ 3,091,000

With respect to the mortgage loans listed in the following chart, the applicable Mortgage Loan Sellers have informed us that the direct and indirect equity owners of the borrower are permitted to incur future mezzanine debt, subject to the satisfaction of conditions contained in the related loan documents, including, among other things, the combined maximum loan-to-value ratio, the combined minimum debt service coverage ratio and/or the maximum mezzanine debt permitted, as listed in the following chart:

Future Mezzanine Debt


Mortgage Loan % of
Initial Pool
Balance		 % of
Initial Loan
Group 1
Balance		 % of
Initial Loan
Group 2
Balance		 Combined
Maximum LTV
Ratio		 Combined
Minimum DSCR
The Promenade Shops at Dos Lagos 10.7 %  11.4 %  0.0 %  85 %  1.00x
Block at Orange 9.4 %  10.0 %  0.0 %  85 %  1.05x
333 Elliott Avenue West 3.6 %  3.8 %  0.0 %  85 %  1.10x
Court at Upper Providence 3.3 %  3.5 %  0.0 %  85 %  N/A
Cleveland Arena Parking 1.2 %  1.3 %  0.0 %  75 %  1.10x
Decorative Center Dallas 1.2 %  1.3 %  0.0 %  85 %  1.10x
Dovetail Villas 1.0 %  0.0 %  17.6 %  (1 )  (1)
Forest Hills Portfolio 0.9 %  1.0 %  0.0 %  85 %  1.10x
Kiwi-CEI Distribution Facility 0.8 %  0.9 %  0.0 %  85 %  1.07x
Hampton Inn Suites – Lake City, FL 0.8 %  0.8 %  0.0 %  75 %  1.25x
Country Inn & Suites – Inver Grove Heights 0.5 %  0.5 %  0.0 %  (2 )  (2)
Residence Inn – Union Hill 0.5 %  0.5 %  0.0 %  (2 )  (2)
Northern Ohio Industrial Park 0.5 %  0.5 %  0.0 %  65 %  1.35x
All Storage Sycamore 0.4 %  0.4 %  0.0 %  80 %  1.10x
1000 South Sherman Street 0.3 %  0.3 %  0.0 %  65 %  1.35x
Comfort Inn – Corning 0.2 %  0.2 %  0.0 %  (2 )  (2)
(1) LTV and DSCR to comply with an existing intercreditor agreement.
(2) LTV and DSCR ratios to be approved by the mortgagee, subject to industry standards at the time.

Unsecured Indebtedness.    The applicable Mortgage Loan Sellers are aware of the following existing or specifically permitted unsecured debt with respect to each mortgage loan:

In the case of 1 mortgage loan (identified as Loan No. 2 on Annex A-1 to this prospectus supplement), representing approximately 9.4% of the Initial Pool Balance (10.0%, 0.0%), an indirect owner of the related borrower may pledge, hypothecate or assign its interest in the related borrower to obtain unsecured corporate debt.

In the case of 4 mortgage loans (identified as Loan Nos. 2, 10, 11 and 13 on Annex A-1 to this prospectus supplement), representing approximately 16.8% of the Initial Pool Balance (17.8%, 0.0%), the related borrower is permitted to incur additional unsecured debt.

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In the case of 1 mortgage loan (identified as Loan No. 39 on Annex A-1 to this prospectus supplement), representing approximately 0.5% of the Initial Pool Balance (0.6%, 0.0%), the related borrower is permitted to obtain future subordinate unsecured debt from certain of its principals.

In addition to the provisions noted above, in general, any borrower that does not meet single-purpose entity criteria may not be restricted from incurring unsecured debt.

Certain risks relating to additional debt are described in ‘‘Risk Factors—Ability to Incur Other Borrowings Entails Risk’’ in this prospectus supplement and ‘‘Certain Legal Aspects of Mortgage Loans—Subordinate Financing’’ in the prospectus.

The Block at Orange Whole Loan

The Loans.    One mortgage loan (identified as Loan No. 2 on Annex A-1 to this prospectus supplement) (the ‘‘Block at Orange Loan’’), representing approximately 9.4% of the Initial Pool Balance (10.0%, 0.0%), is part of a split loan structure comprised of two mortgage loans, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property (the ‘‘Block at Orange Mortgaged Property’’). The Block at Orange Loan is evidenced by promissory note A-2 and has an aggregate outstanding principal balance as of the Cut-off Date of $110,000,000. The mortgage loan evidenced by promissory note A-1 is referred to in this prospectus supplement as the ‘‘Block at Orange Pari Passu Companion Loan’’ and has an outstanding principal balance of $110,000,000. The Block at Orange Pari Passu Companion Loan is not included in the trust. Only the Block at Orange Loan is included in the trust. The Block at Orange Loan and the Block at Orange Pari Passu Companion Loan are pari passu with each other. The Block at Orange Loan and the Block at Orange Pari Passu Companion Loan are collectively referred to in this prospectus supplement as the ‘‘Block at Orange Whole Loan.’’

The holders of the Block at Orange Whole Loan (the ‘‘Block at Orange Noteholders’’) have entered into an intercreditor agreement that sets forth the respective rights of each Block at Orange Noteholder (the ‘‘Block at Orange Intercreditor Agreement’’). Pursuant to the terms of the Block at Orange Intercreditor Agreement, the Block at Orange Whole Loan will be serviced and administered pursuant to that certain pooling and servicing agreement dated December 1, 2007 (the ‘‘JPMCC 2007-C1 Pooling and Servicing Agreement’’) between the Depositor, as depositor, Capmark Finance Inc., as master servicer (the ‘‘JPMCC 2007-C1 Master Servicer’’ or ‘‘Capmark’’), Midland Loan Services, Inc., as special servicer (in such capacity, the ‘‘JPMCC 2007-C1 Special Servicer’’) and Wells Fargo Bank, N.A., as trustee and as paying agent (the ‘‘JPMCC 2007-C1 Trustee’’), entered into in connection with the issuance of J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1, Commercial Mortgage Pass-Through Certificates, Series 2007-C1. The Block at Orange Intercreditor Agreement provides that expenses, losses and shortfalls relating to the Block at Orange Whole Loan will be allocated on a pro rata basis to the Block at Orange Noteholders.

As described under ‘‘Servicing of the Mortgage Loans—The Directing Certificateholder’’ in this prospectus supplement, the holder of the Block at Orange Pari Passu Companion Loan (the JPMCC 2007-C1 Directing Certificateholder will be the holder of the Block at Orange Pari Passu Companion Loan for this purpose) will have the right to consult with and advise the JPMCC 2007-C1 Master Servicer and the JPMCC 2007-C1 Special Servicer with respect to the Block at Orange Whole Loan, but will be required to consult with the holder of the Block at Orange Loan (the Directing Certificateholder will be the holder of the Block at Orange Loan for this purpose) with respect to such advice, consent or action. In the event that the JPMCC 2007-C1 Directing Certificateholder and the Directing Certificateholder disagree, the Block at Orange Intercreditor Agreement provides that the JPMCC 2007-C1 Directing Certificateholder’s decision will be binding upon the Directing Certificateholder.

Servicing.    The Block at Orange Intercreditor Agreement generally provides that the Block at Orange Whole Loan will be serviced by the JPMCC 2007-C1 Master Servicer and the JPMCC 2007-C1 Special Servicer according to the servicing standards under the JPMCC 2007-C1 Pooling and Servicing Agreement.

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Distributions.    Under the terms of the Block at Orange Intercreditor Agreement, any payment (whether principal or interest or prepayment under the Block at Orange Whole Loan, or proceeds relating to the Block at Orange Mortgaged Property (in each case, subject to the rights of the related master servicer, special servicer, the depositor, trustee, the paying agent and any related sub-servicer to payments and reimbursements pursuant to and in accordance with the terms of the JPMCC 2007-C1 Pooling and Servicing Agreement)) will be applied to the Block at Orange Loan and the Block at Orange Pari Passu Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances.

The Westin Portfolio Whole Loan

The Loans.    One mortgage loan (identified as Loan No. 3 on Annex A-1 to this prospectus supplement) (the ‘‘Westin Portfolio Loan’’), representing approximately 8.9% of the Initial Pool Balance (9.4%, 0.0%), is part of a split loan structure comprised of two mortgage loans, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property (the ‘‘Westin Portfolio Mortgaged Property’’). The Westin Portfolio Loan is evidenced by promissory note A-2 and has an aggregate outstanding principal balance as of the Cut-off Date of $104,000,000. The mortgage loan evidenced by promissory note A-1 is referred to in this prospectus supplement as the ‘‘Westin Portfolio Pari Passu Companion Loan’’ and has an outstanding principal balance of $105,000,000. The Westin Portfolio Pari Passu Companion Loan is not included in the trust. Only the Westin Portfolio Loan is included in the trust. The Westin Portfolio Loan and the Westin Portfolio Pari Passu Companion Loan are pari passu with each other. The Westin Portfolio Loan and the Westin Portfolio Pari Passu Companion Loan are collectively referred to in this prospectus supplement as the ‘‘Westin Portfolio Whole Loan.’’

The holders of the Westin Portfolio Whole Loan (the ‘‘Westin Portfolio Noteholders’’) have entered into an intercreditor agreement that sets forth the respective rights of each Westin Portfolio Noteholder (the ‘‘Westin Portfolio Intercreditor Agreement’’). Pursuant to the terms of the Westin Portfolio Intercreditor Agreement, the Westin Portfolio Whole Loan will be serviced and administered pursuant to the JPMCC 2007-C1 Pooling and Servicing Agreement by the JPMCC 2007-C1 Master Servicer and the JPMCC 2007-C1 Special Servicer, as the case may be. The Westin Portfolio Intercreditor Agreement provides that expenses, losses and shortfalls relating to the Westin Portfolio Whole Loan will be allocated on a pro rata basis to the Westin Portfolio Noteholders.

As described under ‘‘Servicing of the Mortgage Loans—The Directing Certificateholder’’ in this prospectus supplement, the holder of the Westin Portfolio Pari Passu Companion Loan (the JPMCC 2007-C1 Directing Certificateholder will be the holder of the Westin Portfolio Pari Passu Companion Loan for this purpose) will have the right to consult with and advise the JPMCC 2007-C1 Master Servicer and the JPMCC 2007-C1 Special Servicer with respect to the Westin Portfolio Whole Loan, but will be required to consult with the holder of the Westin Portfolio Loan (the Directing Certificateholder will be the holder of the Westin Portfolio Loan for this purpose) with respect to such advice, consent or action. In the event that the Directing Certificateholder and the JPMCC 2007-C1 Directing Certificateholder disagree, the Westin Portfolio Intercreditor Agreement provides that the JPMCC 2007-C1 Directing Certificateholder’s decision will be binding upon the holder of the Westin Portfolio Pari Passu Companion Loan.

Servicing.    The Westin Portfolio Intercreditor Agreement generally provides that the Westin Portfolio Whole Loan will be serviced by the JPMCC 2007-C1 Master Servicer and the JPMCC 2007-C1 Special Servicer according to the Servicing Standards under the JPMCC 2007-C1 Pooling and Servicing Agreement.

Distributions.    Under the terms of the Westin Portfolio Intercreditor Agreement, any payment (whether principal or interest or prepayment under the Westin Portfolio Whole Loan, or proceeds relating to the Westin Portfolio Mortgaged Property (in each case, subject to the rights of the related master servicer, the special servicer, the depositor, the trustee, the paying agent and any related sub-servicer to payments and reimbursements pursuant to and in accordance

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with the terms of the Pooling and Servicing Agreement)) will be applied to the Westin Portfolio Loan and the Westin Portfolio Pari Passu Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances.

AB Whole Loans

General

Each AB Mortgage Loan is evidenced by the senior of two notes each secured by a single Mortgage and a single assignment of leases and rents. The AB Subordinate Companion Loans relating to the AB Mortgage Loans, which are evidenced by the subordinate of the two notes, will not be part of the trust fund.

Each AB Mortgage Loan and the related AB Subordinate Companion Loan is cross defaulted. For purposes of the information presented in this prospectus supplement with respect to the AB Mortgage Loans, unless otherwise specified, the LTV Ratio and DSCR reflect only the AB Mortgage Loans and do not take into account the related AB Subordinate Companion Loan.

The trust, as the holder of each AB Mortgage Loan, and the holder of each related AB Subordinate Companion Loan will be parties to a separate intercreditor agreement (each, an ‘‘AB Intercreditor Agreement’’). Under the terms of each AB Intercreditor Agreement, the holder of the related AB Subordinate Companion Loan has agreed to subordinate its interest in certain respects to the related AB Mortgage Loan. The applicable Master Servicer and Special Servicer will undertake to perform the obligations of each holder of the AB Mortgage Loan under the related AB Intercreditor Agreement.

Each AB Whole Loan and the related Mortgaged Property will be serviced and administered by the applicable 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 AB Intercreditor Agreement to the extent set forth in the related AB Intercreditor Agreement. In servicing each AB Whole Loan, the Servicing Standards set forth in the Pooling and Servicing Agreement will require the applicable Master Servicer and the Special Servicer to take into account the interests of both the Certificateholders and the holder of the related AB Subordinate Companion Loan as a collective whole. The applicable Master Servicer and the Special Servicer have the initial authority to service and administer, and to exercise the rights and remedies with respect to the AB Whole Loan.

Amounts payable to the trust as holder of an AB Mortgage Loan pursuant to the related AB Intercreditor Agreement will be included in the Available Distribution Amount for each Distribution Date to the extent described in this prospectus supplement and amounts payable to the holder of the related AB Subordinate Companion Loan will be distributed to such holder net of certain fees and expenses on the related AB Subordinate Companion Loan as set forth in the related AB Intercreditor Agreement.

Servicing Provisions of the AB Whole Loans’ Intercreditor Agreements.    The applicable Master Servicer and the Special Servicer will service and administer each AB Mortgage Loan and the related AB Subordinate Companion Loan pursuant to the Pooling and Servicing Agreement and the related Intercreditor Agreement for so long as the related AB Mortgage Loan is part of the trust; provided, that prior to a material event of default under the related mortgage loan documents with respect to an AB Mortgage Loan, the servicer of the related AB Subordinate Companion Loan (which may or may not be a Master Servicer or the sub-servicer with respect to such AB Mortgage Loan) will collect its principal and interest payments directly from the borrower. The applicable Master Servicer and/or the Special Servicer may not enter into amendments, modifications, waivers or extensions of any AB Mortgage Loan or the related AB Subordinate Companion Loan if the proposed amendment, modification, waiver or extension adversely affects the payment terms of such AB Subordinate Companion Loan or the lien priority of the related Mortgage without the consent of the holder of the related AB Subordinate

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Companion Loan; provided, however, that such consent right will expire when the repurchase period described below expires. See ‘‘Servicing of the Mortgage Loans—The Directing Certificateholder’’ in this prospectus supplement.

Application of Payments on the AB Whole Loans.    Pursuant to the related Intercreditor Agreements and prior to the occurrence of (i) the acceleration of an AB Mortgage Loan or the related AB Subordinate Companion Loan, (ii) a monetary event of default or (iii) an event of default triggered by the bankruptcy of the borrower or other insolvency proceedings affecting the borrower, the borrower will make separate monthly payments of principal and interest to the applicable Master Servicer and the servicer of the related AB Subordinate Companion Loan. Any escrow and reserve payments required in respect of any AB Mortgage Loan or the related AB Subordinate Companion Loan will be paid to the applicable Master Servicer.

Following the occurrence and during the continuance of (i) the acceleration of an AB Mortgage Loan or its related AB Subordinate Companion Loan, (ii) a monetary event of default or (iii) an event of default triggered by the bankruptcy of the borrower or other insolvency proceedings affecting the borrower, and subject to certain rights of the holder of the related AB Subordinate Companion Loan to purchase the related AB Mortgage Loan from the trust, all payments and proceeds (of whatever nature) on the related AB Subordinate Companion Loan will be subordinated to all payments due on the related AB Mortgage Loan, and the amounts with respect to such AB Mortgage Loan and the related AB Subordinate Companion Loan will be paid:

First, to the applicable Master Servicer, Special Servicer, Trustee or Paying Agent, up to the amount of any unreimbursed costs and expenses paid by such entity, including unreimbursed advances and interest on those amounts;

Second, to the applicable Master Servicer and the Special Servicer, in an amount equal to the accrued and unpaid servicing fees earned by such entity with respect to the AB Mortgage Loan and the related AB Subordinate Companion Loan;

Third, to the trust, in an amount equal to interest due with respect to the AB Mortgage Loan (excluding any default interest);

Fourth, to the trust, in an amount equal to the principal balance of the AB Mortgage Loan until paid in full;

Fifth, to the trust, in an amount equal to any prepayment premium, to the extent actually paid, allocable to the AB Mortgage Loan;

Sixth, to the holder of the related AB Subordinate Companion Loan, up to the amount of any unreimbursed costs and expenses paid by the holder of the related AB Subordinate Companion Loan;

Seventh, to the holder of the related AB Subordinate Companion Loan, in an amount equal to interest due with respect to the related AB Subordinate Companion Loan (excluding any default interest);

Eighth, to the holder of the related AB Subordinate Companion Loan, in an amount equal to the principal balance of the related AB Subordinate Companion Loan until paid in full;

Ninth, to the holder of the related AB Subordinate Companion Loan, in an amount equal to any prepayment premium, to the extent actually paid, allocable to the related AB Subordinate Companion Loan;

Tenth, to the trust, in an amount equal to any unpaid default interest accrued on the AB Mortgage Loan, until paid in full, and then to the holder of the related AB Subordinate Companion Loan in an amount equal to default interest accrued on the related AB Subordinate Companion Loan;

Eleventh, to the trust and the holder of the related AB Subordinate Companion Loan on a pro rata basis based on initial principal balances, in an amount equal to late payment charges

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actually received or collected, other than prepayment premiums or default interest, that are not payable to any of the Master Servicers, the Special Servicer or the Trustee; and

Twelfth, any excess, to the trust as holder of the AB Mortgage Loan and the holder of the related AB Subordinate Companion Loan, pro rata, based upon the initial principal balances.

Application of Amounts Paid to the Trust in Respect of the AB Mortgage Loans.    Amounts payable to the trust as holder of the AB Mortgage Loans pursuant to the related Intercreditor Agreements will be included in the Available Distribution Amount for each Distribution Date to the extent described in this prospectus supplement and amounts payable to the holders of the related AB Subordinate Companion Loans will be distributed to such holders net of fees and expenses on the related AB Subordinate Companion Loans.

Amendments and Consents.    The applicable Master Servicer and/or the Special Servicer may not enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver of an AB Mortgage Loan or the related loan documents without obtaining the prior written consent of the holder of the related AB Subordinate Companion Loan if such proposed amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver of an AB Mortgage Loan or the related loan documents adversely affects the lien priority of the related mortgage or constitutes a material modification as specified in the related AB Mortgage Loan Intercreditor Agreement; provided, however, that such consent right will expire when the repurchase period described below expires.

Purchase Options.    In the event that (i) any payment of principal or interest on an AB Mortgage Loan or its related AB Subordinate Companion Loan becomes 90 or more days delinquent, (ii) the principal balance of an AB Mortgage Loan or its related AB Subordinate Companion Loan has been accelerated, (iii) the principal balance of an AB Mortgage Loan or its related AB Subordinate Companion Loan is not paid at maturity, (iv) the borrower under an AB Mortgage Loan or its related AB Subordinate Companion Loan declares bankruptcy or is otherwise the subject of a bankruptcy proceeding or (v) any other event where the cash flow payment under the related AB Subordinate Companion Loan has been interrupted and payments are made pursuant to the event of default waterfall, the holder of the related AB Subordinate Companion Loan will be entitled to purchase the related AB Mortgage Loan from the trust for a period of 30 days after its receipt of a repurchase option notice from the applicable Master Servicer or Special Servicer (on behalf of the trust) of the occurrence of one of the foregoing events, subject to certain conditions set forth in the related Intercreditor Agreement. The purchase price will generally equal the unpaid principal balance of the related AB Mortgage Loan, together with all unpaid interest (and, if the date of purchase is not a payment date, accrued and unpaid interest up to the payment date next succeeding the date of the purchase) on such AB Mortgage Loan (other than default interest) at the related mortgage rate and any outstanding servicing expenses , Servicing Advances, interest on Advances and Servicing Fees and Trustee Fees payable prior to the date of purchase. Unless the borrower or an affiliate is purchasing a related AB Mortgage Loan, no prepayment consideration will be payable in connection with such purchase of an AB Mortgage Loan.

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Top Ten Mortgage Loans

The following table shows certain information regarding the ten largest mortgage loans by Cut-off Date Balance:


Loan Name Cut-off Date
Balance		 % of Initial
Pool Balance		 Loan per
Unit		 UW
DSCR(1)		 Cut-off
LTV Ratio		 Property
Type
The Promenade Shops at Dos Lagos $ 125,200,000 10.7 %  $ 357 1.10x 73.8 %  Retail
Block at Orange $ 110,000,000 9.4 %  $ 315 1.10x 68.3 %  Retail
Westin Portfolio $ 104,000,000 8.9 %  $ 232,481 1.21x 68.8 %  Hotel
The Tupper Building $ 43,920,000 3.8 %  $ 450 1.38x 79.3 %  Office
Station Casinos Headquarters $ 42,250,000 3.6 %  $ 305 1.21x 60.4 %  Office
333 Elliott Avenue West $ 42,000,000 3.6 %  $ 306 1.48x 70.5 %  Office
Court at Upper Providence $ 38,812,000 3.3 %  $ 198 1.17x 75.4 %  Retail
Hilton Garden Inn Philadelphia Center City $ 38,000,000 3.3 %  $ 136,201 1.30x 73.1 %  Hotel
Aurora Health Care Portfolio $ 32,300,000 2.8 %  $ 211 1.22x 76.9 %  Office
Two Democracy Plaza $ 31,000,000 2.7 %  $ 113 2.82x 34.6 %  Office
(1) The UW DSCR for each partial interest-only loan was calculated based on the first principal and interest payment made into the trust during the term of the loan.

For more information regarding the ten largest mortgage loans and/or loan concentrations and related Mortgaged Properties, see the individual mortgage loan and portfolio descriptions under ‘‘Description of Top Ten Mortgage Loans and Additional Mortgage Loan Information’’ in Annex A-3 to this prospectus supplement.

Certain Terms and Conditions of the Mortgage Loans

Mortgage Loans.    The mortgage loans have due dates that occur on the day of each month as set forth in the following table:

Overview of Due Dates


Due Date Number of
Mortgage Loans		 Aggregate Principal
Balance of
Mortgage Loans		 % of Initial
Pool Balance		 % of Initial
Loan Group 1
Balance		 % of Initial
Loan Group 2
Balance
1st 79 $ 1,165,893,035 100.0 %  100.0 %  100.0 % 
Total: 79 $ 1,165,893,035 100.0 %  100.0 %  100.0 % 

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The mortgage loans have grace periods as set forth in the following table:

Overview of Grace Periods


Grace Period (Days) Number of
Mortgage Loans		 Aggregate Principal
Balance of
Mortgage Loans		 % of Initial
Pool Balance		 % of Initial
Loan Group 1
Balance		 % of Initial
Loan Group 2
Balance
0 1 $ 13,860,043 1.2 %  1.3 %  0.0 % 
5 32 667,458,604 57.2 58.1 42.2
6 2 54,542,764 4.7 5.0 0.0
7 38 343,620,836 29.5 27.8 57.8
8 1 42,250,000 3.6 3.8 0.0
10 5 44,160,788 3.8 4.0 0.0
Total: 79 $ 1,165,893,035 100.0 %  100.0 %  100.0 % 

As used in this prospectus supplement, ‘‘grace period’’ is the number of days following the due date before a payment default under each mortgage loan.

In some cases, there are exceptions to the strict operation of the grace period (or lack thereof), allowing a notice and cure right, for example, prior to acceleration of the mortgage loan or in the event that the failure to make timely principal and interest payments is relatively infrequent.

The mortgage loans accrue interest on the basis of the actual number of days in a month, assuming a 360-day year (‘‘Actual/360 Basis’’), as set forth in the following table:

Interest Accrual Basis


Accrual Number of
Mortgage Loans		 Aggregate Principal
Balance of
Mortgage Loans		 % of Initial
Pool Balance		 % of Initial
Loan Group 1
Balance		 % of Initial
Loan Group 2
Balance
Actual/360 79 $ 1,165,893,035 100.0 %  100.0 %  100.0 % 
Total: 79 $ 1,165,893,035 100.0 %  100.0 %  100.0 % 

The mortgage loans have the amortization characteristics set forth in the following table:

Amortization Types


Amortization Type Number of
Mortgage Loans		 Aggregate Principal
Balance of
Mortgage Loans		 % of Initial
Pool Balance		 % of Initial
Loan Group 1
Balance		 % of Initial
Loan Group 2
Balance
Balloon Loans          
Partial Interest-Only 32 $ 766,015,000 65.7 %  66.3 %  55.6 % 
Balloon 43 279,783,035 24.0 22.8 44.4
Interest-Only 4 120,095,000 10.3 10.9 0.0
Total: 79 $ 1,165,893,035 100.0 %  100.0 %  100.0 % 

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Prepayment Provisions.    Most mortgage loans prohibit any prepayments or Defeasance for a specified period of time after its date of origination (a ‘‘Lockout Period’’). In addition, each mortgage loan restricts voluntary prepayments or Defeasance in one of the following ways, subject in each case to any described open periods:

Overview of Prepayment Protection(1)


Prepayment Protection Number of
Mortgage Loans		 Aggregate Principal
Balance of
Mortgage Loans		 % of Initial
Pool Balance		 % of Initial
Loan Group 1
Balance		 % of Initial
Loan Group 2
Balance
Defeasance 66 $ 1,081,903,150 92.8 %  94.4 %  64.9 % 
Yield Maintenance 10 54,326,683 4.7 3.9 17.5
Fixed Penalty 1 11,447,509 1.0 0.0 17.6
Def/Fixed Penalty 1 11,000,000 0.9 1.0 0.0
Def, Def/YM 1 7,215,693 0.6 0.7 0.0
Total: 79 $ 1,165,893,035 100.0 %  100.0 %  100.0 % 
(1) See Annex A-1 to this prospectus supplement for specific criteria applicable to the mortgage loans.

With respect to certain mortgage loans, ‘‘Yield Maintenance Charge’’ will generally, subject to variations, be equal to the greater of (i) a specified percentage of the amount being prepaid or (ii) the present value, as of the prepayment date, of the remaining scheduled payments of principal and interest (including any balloon payment) from the prepayment date through the date specified in the related mortgage loan documents (which will generally be the maturity date or the first date on which the borrower can prepay without a yield maintenance charge) determined by discounting such payments at the Discount Rate, defined below (or as stated in the related loan documents), less the amount of principal being prepaid.

The term ‘‘Discount Rate’’ referred to in the preceding two paragraphs generally means the yield on a U.S. Treasury security that has the most closely corresponding maturity date to the maturity date, or the remaining weighted average life, of the mortgage loan, and in some cases, converted to a monthly equivalent yield (as described in the respective loan documents).

Yield Maintenance Charges and any prepayment premiums are distributable as described in this prospectus supplement under ‘‘Description of the Certificates—Allocation of Yield Maintenance Charges and Prepayment Premiums.’’

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The mortgage loans generally permit voluntary prepayment without the payment of a Yield Maintenance Charge or any prepayment premium during an ‘‘open period’’ immediately prior to and including the stated maturity date set forth in the following table:

Prepayment Open Period(1)


Open Period (Payments) Number of
Mortgage
Loans		 Aggregate
Principal
Balance
of Mortgage
Loans		 % of
Initial
Pool
Balance		 % of
Initial
Loan Group 1
Balance		 % of
Initial
Loan Group 2
Balance
2 10 $ 111,794,036 9.6 %  8.5 %  28.6 % 
3 23 252,509,135 21.7 20.4 42.2
4 45 691,589,864 59.3 61.1 29.2
7 1 110,000,000 9.4 10.0 0.0
Total: 79 $ 1,165,893,035 100.0 %  100.0 %  100.0 % 
(1) See Annex A-1 to this prospectus supplement for specific criteria applicable to the mortgage loans.

Unless a mortgage loan is relatively near its stated maturity date unless the sale price or the amount of the refinancing of the related Mortgaged Property is considerably higher than the current outstanding principal balance of the mortgage loan (due to an increase in the value of the Mortgaged Property or otherwise) and depending on the interest rate environment at the time of prepayment, the Yield Maintenance Charge or prepayment premium may offset entirely or render insignificant any economic benefit to be received by a related borrower upon a refinancing or sale of its Mortgaged Property. The Yield Maintenance Charge or prepayment premium provision of a mortgage loan creates an economic disincentive for the borrower to prepay its mortgage loan voluntarily and, accordingly, the related borrower may elect not to prepay its mortgage loan. However, we cannot assure you that the imposition of a Yield Maintenance Charge or prepayment premium will provide a sufficient disincentive to prevent a voluntary principal prepayment or sufficient compensation to Certificateholders affected by a prepayment.

Certain state laws limit the amounts that a lender may collect from a borrower as an additional charge in connection with the prepayment of a mortgage loan. Certain mortgage loans require the payment of Yield Maintenance Charges or prepayment premiums in connection with a prepayment of the related mortgage loan with Insurance and Condemnation Proceeds as a result of a casualty or condemnation. Certain other of the mortgage loans do not require the payment of Yield Maintenance Charges or prepayment premiums in connection with a prepayment of the related mortgage loan with Insurance and Condemnation Proceeds as a result of a casualty or condemnation, provided that no event of default exists. In addition, certain of the mortgage loans permit the related borrower, after a partial casualty or partial condemnation, to prepay the remaining principal balance of the mortgage loan (after application of the related Insurance and Condemnation Proceeds to pay the principal balance of the mortgage loan), which may in certain cases not be accompanied by any prepayment consideration, provided that the prepayment of the remaining balance is made within a specified period of time following the date of the application of proceeds or award. Certain of the mortgage loans provide for a recast of the amortization schedule and an adjustment of the scheduled debt service payments on the mortgage loan upon application of specified amounts of Insurance and Condemnation Proceeds to pay the related unpaid principal balance. Certain of the mortgage loans provide for a recast of the amortization schedule and an adjustment of the scheduled debt service payments on the mortgage loan upon application of certain holdbacks, if such holdbacks are not used for their specified purpose, to pay the related unpaid principal balance of such mortgage loan. Such application of the holdback may require a payment of a corresponding amount of a yield maintenance charge or prepayment premium based upon the amount of the principal being paid. Furthermore, the enforceability, under the laws of a number of states, of provisions providing for payments comparable to the Yield Maintenance Charges or prepayment premiums

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upon an involuntary prepayment is unclear. We cannot assure you that, at the time a Yield Maintenance Charge or prepayment premium is required to be made on a mortgage loan in connection with an involuntary prepayment, the obligation to pay the Yield Maintenance Charge or prepayment premium will be enforceable under applicable state law. See ‘‘Certain Legal Aspects of Mortgage Loans—Default Interest and Limitations on Prepayments’’ in the prospectus.

Defeasance; Collateral Substitution; Property Releases.    The terms of 66 of the mortgage loans, representing approximately 92.8% of the Initial Pool Balance (94.4%, 64.9%), permit the applicable borrower on any due date after a specified period (the ‘‘Defeasance Lockout Period’’), provided no event of default exists, to obtain a release of all or a portion of a Mortgaged Property from the lien of the related Mortgage in exchange for a grant of a security interest in certain government securities (a ‘‘Defeasance’’). The Defeasance Lockout Period is at least two years from the Closing Date. The release is subject to certain conditions, including, among other conditions, that the borrower:

(a)    pays or delivers to the applicable Master Servicer on any due date (the ‘‘Release Date’’) (1) all interest accrued and unpaid on the principal balance of the Mortgage Note to but not including the Release Date, (2) all other sums due under the mortgage loan and all other loan documents executed in connection with the related mortgage loan, (3) funds to purchase direct non-callable obligations of the United States of America or, in certain cases, other U.S. government obligations providing payments (x) on or prior to all successive scheduled payment dates from the Release Date to the related maturity date (or, in some cases, the first day of the open period) including the balloon payment, and (y) in amounts at least equal to the scheduled payments due on those dates under the mortgage loan or the related defeased amount of the mortgage loan in the case of a partial defeasance (including any balloon payment), and (4) any costs and expenses incurred in connection with the purchase of the U.S. government obligations; and

(b)    delivers a security agreement granting the trust fund a first priority lien on the U.S. government obligations purchased as substitute collateral and an opinion of counsel relating to the enforceability of such security interest.

Except as described below, the mortgage loans secured by more than one parcel comprising the related Mortgaged Property that permit release of one or more of such parcels without releasing all such parcels by means of partial Defeasance generally require that either (or, in some cases, both) (1) prior to the release of such parcel, a specified percentage (generally between 115% and 125%) of the allocated loan amount for the Mortgaged Property be defeased and/or (2) certain DSCR and/or LTV Ratio tests (if applicable) be satisfied with respect to the remaining parcels comprising the related Mortgaged Property after the partial Defeasance.

Additionally, certain mortgage loans permit the release of the Mortgaged Properties securing such mortgage loans from cross-collateralization arrangements with the Mortgaged Properties securing other mortgage loans in certain circumstances under the terms of the related mortgage loan documents.

The related borrower or, if the borrower is not required to do so under the mortgage loan documents, the applicable Master Servicer, will be responsible for purchasing the U.S. government obligations on behalf of the borrower at the borrower’s expense. Simultaneously with these actions, the related Mortgaged Property will be released from the lien of the mortgage loan and the pledged U.S. government obligations (together with any Mortgaged Property not released, in the case of a partial Defeasance) will be substituted as the collateral securing the mortgage loan.

In general, a successor borrower established or designated by the related borrower (or, if the borrower is not required or permitted to do so under the mortgage loan documents, established or designated by the applicable Master Servicer) will assume all of the defeased obligations of a borrower exercising a Defeasance option under a mortgage loan and the borrower will be relieved of all of the defeased obligations under the mortgage loan. In other cases, the existing

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borrower will remain liable for all of the defeased obligations, subject to the mortgage loan documents, after releasing the Mortgaged Property.

Although the collateral substitution provisions related to Defeasance are not intended to be, and do not have the same effect on the Certificateholders as, a prepayment of the related mortgage loan, a court could interpret these provisions as being equivalent to an unenforceable Yield Maintenance Charge or prepayment premium. We make no representation as to the enforceability of the defeasance provisions of any mortgage loan.

In addition to the partial defeasance, partial releases and substitutions described above, certain mortgage loans will permit partial releases as described below.

Certain of the mortgage loans permit a partial release of an unimproved portion (which may have landscaping, parking or other non-income generating improvements) of the related Mortgaged Property or an improved portion of the related Mortgaged Property that was given no value or was not material for underwriting purposes for no consideration upon the satisfaction of certain requirements other than pursuant to Defeasance.

‘‘Due-on-Sale’’ and ‘‘Due-on-Encumbrance’’ Provisions.    The mortgage loans contain ‘‘due-on-sale’’ and ‘‘due-on-encumbrance’’ provisions that in each case, with limited exceptions, permit the holder of the Mortgage to accelerate the maturity of the related mortgage loan if the borrower sells or otherwise transfers or encumbers the related Mortgaged Property without the consent of the holder of the Mortgage; provided, however, under the terms of many of the mortgage loans, this consent may not be unreasonably withheld, and in some cases must be granted if certain conditions are met. Certain of the mortgage loans permit transfers by the related borrower of the Mortgaged Property to purchasers who would then assume the related mortgage loan subject to the reasonable acceptability of the transferee to the mortgagee and the satisfaction of certain conditions provided in the related loan documents. The transfer of a Mortgaged Property to a new unaffiliated entity will likely involve the termination of any applicable cross-collateralization arrangement under the related mortgage loan documents. Certain of the mortgage loans permit or, within a specified time period, require the tenants-in-common borrowers to transfer ownership to other tenants-in-common or into a single-purpose entity. Certain of the Mortgaged Properties have been, or may become, subject to additional financing. See ‘‘—Additional Debt’’ above and ‘‘Risk Factors—Multifamily Properties Have Special Risks’’ in this prospectus supplement.

The applicable Master Servicer, with respect to non-Specially Serviced Mortgage Loans, 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-sale’’ clause (1) to accelerate the payments on that mortgage loan, or (2) to withhold its consent to any sale or transfer, consistent with the Servicing Standards 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 applicable Master Servicer has 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 the prior written consent (or deemed consent) of the Directing Certificateholder 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 or (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 (by Stated Principal Balance) outstanding, confirmation from each Rating Agency is obtained that such waiver or consent would not result in the downgrade, withdrawal or qualification of the then-current ratings on any class of outstanding Certificates. Any confirmation required will be at the related borrower’s expense, to the extent permitted by the related mortgage loan documents; provided that, to the extent the mortgage loan documents

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are silent as to who bears the costs of any such confirmation, the applicable Master Servicer or Special Servicer is required to use reasonable efforts to have the related borrower bear such costs and expenses.

With respect to a mortgage loan with a ‘‘due-on-encumbrance’’ clause, the applicable Master Servicer, with respect to non-Specially Serviced Mortgage Loans, 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 Standards or (b) to waive its right to exercise such rights, provided that, with respect to such waiver of rights, (i) if the mortgage loan is a non-Specially Serviced Mortgage Loan, the applicable Master Servicer has made a recommendation and obtained the consent (or deemed consent) of the Special Servicer and (ii) the (a) Special Servicer has obtained the consent of the Directing Certificateholder and (b) the applicable Master Servicer or the Special Servicer, as the case may be, has obtained from each Rating Agency a confirmation that such waiver would not result in the downgrade, withdrawal or qualification of the then-current ratings on any Class of outstanding Certificates if such mortgage loan (1) together with all other mortgage loans with which it is cross-collateralized or cross-defaulted, 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 an LTV Ratio greater than 85% (including any existing and proposed debt) or (3) has a DSCR less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the mortgage loan 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. Any confirmation required will be at the related borrower’s expense, to the extent permitted by the related mortgage loan documents; provided, that to the extent the mortgage loan documents are silent as to who bears the costs of any such confirmation, the applicable Master Servicer or the Special Servicer is required to use reasonable efforts to have the related borrower bear such costs and expenses.

Notwithstanding the foregoing, the existence of any additional indebtedness may increase the difficulty of refinancing the related mortgage loan at its maturity date and increase the possibility that reduced cash flow could result in deferred maintenance. Also, if the holder of the additional debt has filed for bankruptcy or been placed in involuntary receivership, foreclosure of the related mortgage loan could be delayed. See ‘‘Certain Legal Aspects of Mortgage Loans—Due-on-Sale and Due-on-Encumbrance’’ and ‘‘—Subordinate Financing’’ in the prospectus.

Hazard, Liability and Other Insurance.    The mortgage loans generally require that each Mortgaged Property be insured by a hazard insurance policy in an amount (subject to an approved deductible) at least equal to the lesser of (a) the outstanding principal balance of the related mortgage loan and (b) 100% of the replacement cost of the improvements located on the related Mortgaged Property, and if applicable, that the related hazard insurance policy contain appropriate endorsements or have been issued in an amount sufficient to avoid the application of co-insurance and not permit reduction in insurance proceeds for depreciation; provided, that in the case of certain of the mortgage loans, the hazard insurance may be in such other amounts as was required by the related originator. Certain mortgage loans permit a borrower to satisfy its insurance coverage requirement by permitting its tenant to self-insure.

In general, the standard form of hazard insurance policy covers physical damage to, or destruction of, the improvements on the Mortgaged Property by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion, subject to the conditions and exclusions set forth in each policy. Each mortgage loan generally also requires the related borrower to maintain comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related Mortgaged Property in an amount generally equal to at least $1,000,000. Each mortgage loan generally further requires the related borrower to maintain business interruption insurance in an amount not less than approximately 100% of the gross rental income from the related Mortgaged

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Property for not less than 12 months. In general, the mortgage loans (including those secured by Mortgaged Properties located in California) do not require earthquake insurance. Nine (9) of the Mortgaged Properties, securing mortgage loans representing approximately 27.2% of the Initial Pool Balance (28.6%, 3.4%), are located in areas that are considered a high earthquake risk (seismic zone 3 or 4). These areas include all or parts of the States of California, Nevada, Oregon, Tennessee, Utah and Washington.

With respect to any environmental insurance policy that may have been obtained by a Mortgage Loan Seller in lieu of a Phase I environmental site assessment, such environmental insurance policy is generally a blanket policy covering the Mortgage Loan Seller’s mortgage loans for which such assessments were not obtained. The policy insures the trust against losses, with a per incident limit set at 125% of the outstanding balance of the mortgage loan and an aggregate limit equal to a percentage of the aggregate outstanding principal balance of the mortgage loans covered by the policy, resulting from certain known and unknown environmental conditions in violation of applicable environmental standards at the related Mortgaged Property during the applicable policy period, which continues for a period at least equal to the lesser of (a) five years beyond the maturity date of the related mortgage loan and (b) twenty years beyond the date of origination of the related mortgage loan, provided no foreclosure has occurred. Subject to certain conditions and exclusions, such insurance policies, by their terms, generally provide coverage against (i) losses resulting from default under the applicable mortgage loan, up to the amount of the then outstanding loan balance and certain unpaid interest, if on-site environmental conditions in violation of applicable environmental standards are discovered at the related Mortgaged Property during the policy period and no foreclosure of the Mortgaged Property has taken place; (ii) losses from third-party claims against the lender during the policy period for bodily injury, property damage or clean-up costs resulting from environmental conditions at or emanating from the Mortgaged Property; and (iii) after foreclosure, costs of clean-up of environmental conditions in violation of applicable environmental standards discovered during the policy period to the extent required by applicable law, including any court order or other governmental directive.

See ‘‘Risk Factors—Property Insurance, Including Terrorism Insurance, May Not Be Sufficient’’ in this prospectus supplement for information regarding insurance coverage for acts of terrorism.

Additional Mortgage Loan Information

The tables presented in Annex A-2 set forth certain anticipated characteristics of the mortgage loans and the Mortgaged Properties. The sum in any column may not equal the indicated total due to rounding. The descriptions in this prospectus supplement of the mortgage loans and the Mortgaged Properties are based upon the pool of mortgage loans as it is expected to be constituted as of the close of business on the Closing Date, assuming that (1) all scheduled principal and/or interest payments due on or before the Cut-off Date will be made and (2) there will be no principal prepayments on or before the Cut-off Date.

Prior to the issuance of the Certificates, one or more mortgage loans (including mortgage loans specifically described in this prospectus supplement) may be removed from the pool of mortgage loans as a result of prepayments, delinquencies, incomplete documentation or for any other reason, if the Depositor or a Mortgage Loan Seller deems the removal necessary, appropriate or desirable. A limited number of other mortgage loans may be included in the pool of mortgage loans prior to the issuance of the Certificates, unless including those mortgage loans would materially alter the characteristics of the pool of mortgage loans as described in this prospectus supplement. The Depositor believes that the information set forth in this prospectus supplement will be representative of the characteristics of the pool of mortgage loans as it will be constituted at the time the Certificates are issued, although the range of Mortgage Rates and maturities as well as other characteristics of the mortgage loans described in this prospectus supplement may vary.

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With respect to mortgage loans secured by more than one Mortgaged Property, the information presented in this prospectus supplement with respect to UW DSCR and LTV Ratios, as applicable, is the UW DSCR or LTV Ratio of the mortgage loan in the aggregate.

For purposes of the statistical information in this prospectus supplement, unless otherwise noted, all numerical and statistical information presented herein, including Cut-off Date Balances, LTV Ratios and UW DSCRs, (i) with respect to each AB Mortgage Loan is calculated without regard to the related AB Subordinate Companion Loan, and (ii) with respect to a Whole Loan with a Pari Passu Companion Loan, is the aggregate principal balance and aggregate debt service of the Mortgage Loan and the related Pari Passu Companion Loan. Whenever percentages and other information in this prospectus supplement are presented on the mortgaged property level rather than the mortgage loan level, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts as stated in Annex A-1 to this prospectus supplement.

A Current Report on Form 8-K (the ‘‘Form 8-K’’) will be available to purchasers of the Offered Certificates shortly after the Closing Date and will be filed, together with the Pooling and Servicing Agreement, with the Securities and Exchange Commission. If mortgage loans are removed from or added to the pool of mortgage loans as set forth above, the removal or addition will be noted in the Form 8-K.

For a detailed presentation of certain characteristics of the mortgage loans and the Mortgaged Properties on an individual basis, see Annex A-1 to this prospectus supplement.

The ‘‘Underwritten Cash Flow Debt Service Coverage Ratio’’ or ‘‘UW DSCR’’ for any mortgage loan for any period, as presented in this prospectus supplement, including the tables presented on Annex A-1 and Annex A-2 attached to this prospectus supplement, is the ratio of Underwritten Cash Flow calculated for the related Mortgaged Property to the amount of total annual debt service on such mortgage loan. The Underwritten Cash Flow Debt Service Coverage Ratio for all partial interest-only loans was calculated based on the first principal and interest payment required to be made into the trust fund during the term of the loan. With respect to any mortgage loan that is part of a cross-collateralized group of mortgage loans, the Underwritten Cash Flow Debt Service Coverage Ratio is the ratio of the Underwritten Cash Flow calculated for the Mortgaged Properties related to the cross-collateralized group to the total annual debt service for all of the mortgage loans in the cross-collateralized group.’’ ‘‘Underwritten Cash Flow’’ or ‘‘UW NCF’’ means the Underwritten NOI for the related Mortgaged Property decreased by an amount that the related Mortgage Loan Seller has determined to be an appropriate allowance for average annual tenant improvements and leasing commissions and/or replacement reserves for capital items based upon its underwriting guidelines.

‘‘Underwritten NOI’’ or ‘‘UW NOI’’ means the Net Operating Income for the related Mortgaged Property as determined by the related Mortgage Loan Seller in accordance with its underwriting guidelines for similar properties. Revenue from a Mortgaged Property (‘‘Effective Gross Income’’) is generally calculated as follows: rental revenue is calculated using actual rental rates, in some cases adjusted downward to market rates with vacancy rates equal to the higher of the related Mortgaged Property’s historical rate, the market rate or an assumed vacancy rate; other revenue, such as parking fees, laundry fees and other income items are included only if supported by a trend and/or are likely to be recurring. Operating expenses generally reflect the related Mortgaged Property’s historical expenses, adjusted to account for inflation, significant occupancy increases and a market rate management fee. Generally, ‘‘Net Operating Income’’ or ‘‘NOI’’, for a Mortgaged Property equals the operating revenues (consisting principally of rental and related revenue) for that Mortgaged Property minus the operating expenses (such as utilities, repairs and maintenance, general and administrative, management fees, marketing and advertising, insurance and real estate tax expenses) for the Mortgaged Property. NOI generally does not reflect debt service, tenant improvements, leasing commissions, depreciation, amortization and similar non-operating items.

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The Underwritten NOI for each Mortgaged Property is calculated on the basis of numerous assumptions and subjective judgments, which, if ultimately proven erroneous, could cause the actual operating income for such Mortgaged Property to differ materially from the Underwritten NOI set forth herein. Some assumptions and subjective judgments related to future events, conditions and circumstances, including future expense levels, the re-leasing of occupied space, which will be affected by a variety of complex factors over which none of the Issuing Entity, the Depositor, the Mortgage Loan Sellers, the Master Servicers, the Special Servicer or the Trustee have control. In some cases, the Underwritten NOI for any Mortgaged Property is higher, and may be materially higher, than the actual annual NOI for that Mortgaged Property, based on historical operating statements. No guaranty can be given with respect to the accuracy of the information provided by any borrowers, or the adequacy of the procedures used by a Mortgage Loan Seller in determining the relevant operating information. See ‘‘Risk Factors—Risks Relating to Underwritten Net Cash Flow’’ in this prospectus supplement.

The amounts representing Net Operating Income, Underwritten NOI and Underwritten Cash Flow are not a substitute for or an improvement upon net income, as determined in accordance with generally accepted accounting principles, as a measure of the results of the Mortgaged Property’s operations or a substitute for cash flows from operating activities, as determined in accordance with generally accepted accounting principles, as a measure of liquidity. No representation is made as to the future cash flow of the Mortgaged Properties, nor are the Net Operating Income, Underwritten NOI and Underwritten Cash Flow set forth in this prospectus supplement intended to represent such future cash flow.

The UW NCFs and UW NOIs used as a basis for calculating the UW DSCRs presented in this prospectus supplement, including the tables presented on Annex A-1 and Annex A-2, were derived principally from operating statements obtained from the respective borrowers (the ‘‘Operating Statements’’). With respect to mortgage loans secured by newly constructed Mortgaged Properties, the UW NCFs and UW NOIs used as a basis for calculating UW DSCRs are derived principally from rent rolls, tenant leases and the appraisers’ projected expense levels. The Operating Statements and rent rolls were not audited and in most cases were not prepared in accordance with generally accepted accounting principles. To increase the level of consistency between the Operating Statements and rent rolls, in some instances, adjustments were made to such Operating Statements. These adjustments were principally for real estate tax and insurance expenses (e.g., adjusting for the payment of two years of expenses in one year), and to eliminate obvious items not related to the operation of the Mortgaged Property. However, such adjustments were subjective in nature and may not have been made in a uniform manner. The UW NCF for residential cooperative Mortgaged Properties is based on projected Net Operating Income at the Mortgaged Property, as determined by the appraisal obtained in connection with the origination of the related mortgage loan, assuming that the Mortgaged Property was operated as a rental property with rents set at prevailing market rates taking into account the presence of, if any, existing rent-controlled or rent-stabilized occupants, if any, reduced by underwritten capital expenditures, property operating expenses, a market-rate vacancy assumption and projected reserves.

The tables presented in Annex A-2 that are entitled ‘‘Cut-off Date LTV Ratios’’ and ‘‘Maturity Date LTV Ratios’’ set forth the range of LTV Ratios of the mortgage loans as of the Cut-off Date and the stated maturity dates of the mortgage loans. An ‘‘LTV Ratio’’ for any mortgage loan, as of any date of determination, is a fraction, expressed as a percentage, the numerator of which is the scheduled principal balance of the mortgage loan as of that date (assuming no defaults or prepayments on the mortgage loan prior to that date), and the denominator of which is the appraised value of the related Mortgaged Property or Mortgaged Properties as determined by an appraisal of the property obtained at or about the time of the origination of the mortgage loan. In the case of 2 mortgage loans (identified as Loan Nos. 1 and 33 on Annex A-1 to this prospectus supplement), representing approximately 11.4% of the Initial Pool Balance (12.1%, 0.0%), the loan-to-value ratios were based upon an ‘‘as-stabilized’’ or an ‘‘as adjusted’’ basis. For further information see Annex A-1 to this prospectus supplement. However, in the event that a mortgage

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loan is part of a cross-collateralized group of mortgage loans, the LTV Ratio is the fraction, expressed as a percentage, the numerator of which is the scheduled principal balance of all the mortgage loans in the cross-collateralized group and the denominator of which is the aggregate of the appraised values of all the Mortgaged Properties related to the cross-collateralized group. The LTV Ratio as of the mortgage loan maturity date, set forth in Annex A-2 was calculated based on the principal balance of the related mortgage loan on the maturity date assuming all principal payments required to be made on or prior to the mortgage loan’s maturity date (not including the balloon payment), are made. In addition, because it is based on the value of a Mortgaged Property determined as of loan origination, the information set forth in this prospectus supplement in Annex A-1 and in Annex A-2 is not necessarily a reliable measure of the related borrower’s current equity in each Mortgaged Property. In a declining real estate market, the appraised value of a Mortgaged Property could have decreased from the appraised value determined at origination and the current actual LTV Ratio of a mortgage loan may be higher than its LTV Ratio at origination even after taking into account amortization since origination.

The characteristics described above and in Annex A-2, along with certain additional characteristics of the mortgage loans presented on a loan-by-loan basis, are set forth in Annex A-1 to this prospectus supplement. Certain additional information regarding the mortgage loans is set forth in this prospectus supplement below under ‘‘Transaction Parties—The Sponsors—JPMCB’s Underwriting Guidelines and Processes’’ , ‘‘—PNC Bank’s Underwriting Guidelines and Processes’’ and ‘‘—CIBC’s Underwriting Guidelines and Procedures’’ and in the prospectus under ‘‘Description of the Trust Funds—Mortgage Loans’’ and ‘‘Certain Legal Aspects of Mortgage Loans.’’

Sale of Mortgage Loans; Mortgage File Delivery

On the Closing Date, the Depositor will acquire the mortgage loans from each Mortgage Loan Seller and will simultaneously transfer the mortgage loans, without recourse, to the Trustee for the benefit of the Certificateholders. Under the related transaction documents, the Depositor will require each Mortgage Loan Seller to deliver to the Trustee or to a document custodian appointed by the Trustee (a ‘‘Custodian’’), among other things, the following documents with respect to each mortgage loan sold by the applicable Mortgage Loan Seller (except that with respect to the Non-Serviced Mortgage Loans, the Trustee will only hold originals of the documents described in clause (i)) (collectively, as to each mortgage loan, the ‘‘Mortgage File’’): (i) the original Mortgage Note, endorsed on its face or by allonge attached thereto, without recourse, to the order of the Trustee or in blank (or, if the original Mortgage Note has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note); (ii) the original or a copy of the Mortgage, together with an original or copy of any intervening assignments of the Mortgage, in each case with evidence of recording indicated thereon or certified by a title insurance company or the applicable recorder’s office; (iii) the original or a copy of any related assignment of leases and of any intervening assignments thereof (if such item is a document separate from the Mortgage), with evidence of recording indicated thereon or certified by a title insurance company or the applicable recorder’s office; (iv) an original assignment of the Mortgage in favor of the Trustee or in blank and (subject to the completion of certain missing recording information) in recordable form; (v) an original assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee or in blank and (subject to the completion of certain missing recording information) in recordable form; (vi) the original assignment of all unrecorded documents relating to the mortgage loan, if not already assigned pursuant to items (iv) or (v) above; (vii) originals or copies of all modification, consolidation, assumption and substitution agreements in those instances in which the terms or provisions of the Mortgage or Mortgage Note have been modified or the mortgage loan has been assumed or consolidated; (viii) the original or a copy of the policy or certificate of lender’s title insurance issued on the date of the origination of such mortgage loan, or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a pro forma, specimen or marked version of the policy that has been executed by an authorized representative of the title company or an

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agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (ix) any filed copies (bearing evidence of filing) or evidence of filing satisfactory to the Trustee of any UCC financing statements, related amendments and continuation statements in the possession of the applicable Mortgage Loan Seller; (x) an original assignment in favor of the Trustee of any financing statement filed in favor of the applicable Mortgage Loan Seller in the relevant jurisdiction; (xi) any intercreditor agreement relating to permitted debt of the mortgagor; (xii) copies of any loan agreement, escrow agreement, security agreement or letter of credit relating to a mortgage loan; and (xiii) the original or copy of any ground lease, ground lessor estoppel, environmental insurance policy or guaranty relating to a mortgage loan.

Notwithstanding the foregoing, with respect to any Mortgage, assignment of leases or UCC financing statements which have been recorded or filed in the name of MERS or its designee, no Mortgage assignment, assignment of the assignment of leases or UCC filing statements in favor of the Trustee will be required to be prepared or delivered. Instead, the related Mortgage Loan Seller will be required to take all actions as are necessary to cause the Trustee to be shown as the owner of the related mortgage loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

As provided in the Pooling and Servicing Agreement, the Trustee or a Custodian on its behalf is required to review each Mortgage File within a specified period following its receipt thereof. If any of the above-described documents is found during the course of such review to be missing from any Mortgage File or defective, and in either case such omission or defect materially and adversely affects the value of the applicable mortgage loan or the interests of the Certificateholders therein, the applicable Mortgage Loan Seller, if it cannot deliver the document or cure the defect (other than omissions solely due to a document not having been returned by the related recording or filing office) within a period of 90 days (plus any applicable extension) following such Mortgage Loan Seller’s receipt of notice thereof, will be obligated pursuant to the applicable Purchase Agreement to (1) repurchase the affected mortgage loan within such 90-day period (plus any applicable extension) or (2) substitute a qualified substitute mortgage loan for such mortgage loan and pay the Trustee a shortfall amount. See ‘‘—Representations and Warranties; Repurchases and Substitutions’’ in this prospectus supplement.

The Pooling and Servicing Agreement requires that the Trustee take the actions specified in the Pooling and Servicing Agreement necessary to maintain the security interest of the trust fund in the mortgage loans. In addition, the Trustee is required to maintain custody of the Mortgage File for each mortgage loan in the State of Illinois. The Trustee will not move any Mortgage File outside the State of Illinois, other than as specifically provided for in the Pooling and Servicing Agreement, unless the Trustee first obtains and provides, at the expense of the Trustee, an opinion of counsel to the Depositor, which will be delivered to the Rating Agencies, to the effect that the Trustee’s first priority interest in the Mortgage Notes has been duly and fully perfected under the applicable laws and regulations of such other jurisdiction. See ‘‘Description of the Certificates—Reports to Certificateholders; Certain Available Information’’ in this prospectus supplement.

Representations and Warranties; Repurchases and Substitutions

In each Purchase Agreement, the applicable Mortgage Loan Seller will represent and warrant with respect to each mortgage loan (subject to certain exceptions specified in the related Purchase Agreement) sold by that Mortgage Loan Seller as of the Closing Date, or as of another date specifically provided in the representation and warranty, among other things, that:

(a)    the mortgage loan is not delinquent 30-days or more in payment of principal and interest (without giving effect to any applicable grace period) as of the Cut-off Date and has not been 30 days or more past due, without giving effect to any applicable grace period;

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(b)    the mortgage loan is secured by a Mortgage that is a valid and subsisting first priority lien on the Mortgaged Property (or a leasehold interest therein) free and clear of any liens, claims or encumbrances, subject only to certain permitted encumbrances;

(c)    the Mortgage, together with any separate security agreement, UCC financing statement or similar agreement, if any, establishes a first priority security interest in favor of the Mortgage Loan Seller, in all the related borrower’s personal property used in, and reasonably necessary to the operation of, the Mortgaged Property, and to the extent a security interest may be created therein and perfected by the filing of a UCC financing statement, the proceeds arising from the Mortgaged Property and any other collateral securing the mortgage loan, subject only to certain permitted encumbrances;

(d)    there is an assignment of leases and rents provision or agreement creating a first priority security interest in leases and rents arising in respect of the related Mortgaged Property, subject only to certain permitted encumbrances;

(e)    to the Mortgage Loan Seller’s knowledge, there are no mechanics’ or other similar liens affecting the Mortgaged Property that are or may be prior or equal to the lien of the Mortgage, except those that are bonded, escrowed for or insured against pursuant to the applicable title insurance policy and except for permitted encumbrances;

(f)    the related borrower has good and indefeasible fee simple or leasehold title to the Mortgaged Property subject to certain permitted encumbrances;

(g)    the Mortgaged Property is covered by a title insurance policy (or binding commitment therefor) insuring the Mortgage is a valid first lien, subject only to certain permitted encumbrances; no claims have been made under such policy and such policy is in full force and effect and will provide that the insured includes the owner of the mortgage loan;

(h)    at the time of the assignment of the mortgage loan to the Depositor, the Mortgage Loan Seller had good title to and was the sole owner of the mortgage loan free and clear of any pledge, lien or encumbrance (other than the rights to servicing and related compensation as provided in the Pooling and Servicing Agreement and certain related agreements) and such assignment validly transfers ownership of the mortgage loan to the Depositor free and clear of any pledge, lien or encumbrance (other than the rights to servicing and related compensation as provided in the Pooling and Servicing Agreement and certain related agreements);

(i)    the related assignment of mortgage and related assignment of the assignment of leases and rents are legal, valid and binding;

(j)    the Mortgage Loan Seller’s endorsement of the related Mortgage Note constitutes the legal and binding assignment of the Mortgage Note, except as the enforceability thereof may be limited by applicable state law and by bankruptcy, receivership, insolvency, reorganization or other laws relating to creditors’ rights and general equitable principles, and together with an assignment of mortgage and the assignment of the assignment of leases and rents, legally and validly conveys all right, title and interest in the mortgage loan and related mortgage loan documents;

(k)    each Mortgage and Mortgage Note is a legal, valid and binding obligation of the parties thereto (subject to any non-recourse provisions therein), enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable state law and by bankruptcy, receivership, insolvency, reorganization or other laws relating to creditors’ rights and general equitable principles and except that certain provisions of such documents are or may be unenforceable in whole or in part, but the inclusion of such provisions does not render such documents invalid as a whole, and such documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the principal rights and benefits afforded thereby;

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(l)    the terms of the mortgage loan and related mortgage loan documents have not been modified or waived in any material respect except as set forth in the related mortgage loan file;

(m)    the mortgage loan has not been satisfied, canceled, subordinated, released or rescinded and the related borrower has not been released from its obligations under any mortgage loan document;

(n)    except (i) with respect to the enforceability of provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges and (ii) as the enforceability thereof may be limited by applicable state law and by bankruptcy, receivership, insolvency, reorganization or other laws relating to creditors’ rights and general equitable principles, none of the mortgage loan documents is subject to any right of rescission, set-off, valid counterclaim or defense;

(o)    the terms of each mortgage loan document complied in all material respects with all applicable local, state or federal laws including usury to the extent non-compliance would have a material adverse effect on the mortgage loan;

(p)    to the Mortgage Loan Seller’s knowledge, as of the date of origination of the mortgage loan, based on inquiry customary in the industry, the related Mortgaged Property was, and to the Mortgage Loan Seller’s actual knowledge, as of the Closing Date, the related Mortgaged Property is, in all material respects, in compliance with, and used and occupied in accordance with applicable zoning law, except to the extent that any material non-compliance therewith is insured by the title insurance policy (or binding commitment therefor) or, law and ordinance insurance coverage has been obtained;

(q)    to the Mortgage Loan Seller’s knowledge, (i) except with respect to repairs estimated to cost less than $10,000 in the aggregate, in reliance on an engineering report, the related Mortgaged Property is in good repair or escrows have been established to cover the estimated costs of repairs and (ii) no condemnation proceedings are pending;

(r)    as of the date of origination of the mortgage loan and as of the Closing Date, the Mortgaged Property is covered by insurance policies providing coverage against certain losses or damage;

(s)    all escrow amounts required to be deposited by the borrower at origination have been deposited; and

(t)    to the Mortgage Loan Seller’s knowledge, as of the date of origination of the mortgage loan, and to the Mortgage Loan Seller’s actual knowledge, as of the Closing Date, there are no pending actions, suits or proceedings by or before any court or other governmental authority against or affecting the related borrower under the mortgage loan or the Mortgaged Property which, if determined against the borrower or property would materially and adversely affect the value of such property or ability of the borrower or the current use of the Mortgaged Property to generate net cash flow sufficient to pay principal, interest and other amounts due under the mortgage loan.

If a Mortgage Loan Seller has been notified of a breach of any of the foregoing representations and warranties or of a document defect that in any case materially and adversely affects the value of a mortgage loan, the value of the related Mortgaged Property or the interests of the Certificateholders in the mortgage loan, and if the respective Mortgage Loan Seller cannot cure the breach or defect within a period of 90 days following its receipt of that notice or, in the case of a breach or a defect that would cause the mortgage loan not to be a ‘‘qualified mortgage’’ within the meaning of Section 860G(a)(3) of the Code, if earlier, its discovery of the breach or defect (the ‘‘Initial Resolution Period’’), then the respective Mortgage Loan Seller will be obligated pursuant to the respective Purchase Agreement (the relevant rights under which will be assigned, together with the mortgage loans, to the Trustee), to (a) repurchase the affected mortgage loan or the related REO Loan within the Initial Resolution

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Period (or with respect to certain breaches or document defects, an extended cure period), at a price (the ‘‘Purchase Price’’) equal to the sum of (1) the outstanding principal balance of the mortgage loan (or related REO Loan) as of the date of purchase, (2) all accrued and unpaid interest on the mortgage loan (or the related REO Loan) at the related Mortgage Rate, in effect from time to time, to, but not including, the due date immediately preceding the Determination Date for the Due Period of purchase, (3) all related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate, Special Servicing Fees (whether paid or unpaid) and additional trust fund expenses in respect of the mortgage loan or related REO Loan, if any, (4) solely in the case of a repurchase or substitution by a Mortgage Loan Seller, to the extent not otherwise included in clause (3) above, all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the applicable Master Servicer, the Special Servicer, the Depositor or the Trustee in respect of the breach or defect giving rise to the repurchase obligation, including any expenses arising out of the enforcement of the repurchase obligation, including, without limitation, legal fees and expenses and any additional trust expenses relating to such mortgage loan (or related REO Loan), and (5) Liquidation Fees, if any, payable with respect to the affected mortgage loan or (b) within 2 years following the Closing Date, substitute a Qualified Substitute Mortgage Loan and pay any shortfall amount equal to the difference between the Purchase Price of the mortgage loan calculated as of the date of substitution and the scheduled principal balance of the Qualified Substitute Mortgage Loan as of the due date in the month of substitution; provided, that the applicable Mortgage Loan Seller generally has an additional 90-day period immediately following the expiration of the Initial Resolution Period to cure the breach or defect (or if it does not cure such breach or defect, to repurchase the related Mortgage Loan or substitute another Mortgage Loan as described above) if it is diligently proceeding toward that cure, and has delivered to each Rating Agency, the applicable Master Servicer, the Special Servicer, the Trustee and the Directing Certificateholder an officer’s certificate that describes the reasons that a cure was not effected within the Initial Resolution Period. Notwithstanding the foregoing, the actions specified in (a) and (b) of the preceding sentence must be taken within 90 days following the earlier of the Mortgage Loan Seller’s receipt of notice or discovery of a breach or defect, with no extension, if such breach or defect would cause the mortgage loan not to be a ‘‘qualified mortgage’’ within the meaning of Section 860G(a)(3) of the Code. Any breach of a representation or warranty with respect to a mortgage loan that is cross-collateralized with other mortgage loans may require the repurchase of or substitution for such other mortgage loans to the extent described under ‘‘—Repurchase or Substitution of Cross-Collateralized Mortgage Loans’’ below.

A ‘‘Qualified Substitute Mortgage Loan’’ is a mortgage loan that must, on the date of substitution: (a) have an outstanding principal balance, after application of all scheduled payments of principal and/or interest due during or prior to the month of substitution, whether or not received, not in excess of the Stated Principal Balance of the deleted mortgage loan as of the due date in the calendar month during which the substitution occurs; (b) have a Mortgage Rate not less than the Mortgage Rate of the deleted mortgage loan; (c) have the same due date and a grace period no longer than that of the deleted mortgage loan; (d) accrue interest on the same basis as the deleted mortgage loan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (e) have a remaining term to stated maturity not greater than, and not more than two years less than, the remaining term to stated maturity of the deleted mortgage loan; (f) have a then-current LTV Ratio equal to or less than the lesser of the deleted mortgage loan as of the Closing Date and 75%, in each case using a ‘‘value’’ for the Mortgaged Property as determined using an appraisal conducted by a member of the Appraisal Institute (‘‘MAI’’); (g) comply (except in a manner that would not be adverse to the interests of the Certificateholders) in all material respects with all of the representations and warranties set forth in the applicable Purchase Agreement; (h) have an environmental report with respect to the related Mortgaged Property that will be delivered as a part of the related servicing file; (i) have a then-current debt service coverage ratio at least equal to the greater of the original debt service coverage ratio of the deleted mortgage loan as of the Closing Date, and 1.25x; (j) constitute a ‘‘qualified replacement mortgage’’ within the meaning of Section 860G(a)(4) of the Code as

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evidenced by an opinion of counsel (provided at the applicable Mortgage Loan Seller’s expense); (k) not have a maturity date or an amortization period that extends to a date that is after the date two years prior to the Rated Final Distribution Date; (l) have prepayment restrictions comparable to those of the deleted mortgage loan; (m) not be substituted for a deleted mortgage loan unless the Trustee has received prior confirmation in writing by each Rating Agency that the substitution will not result in the withdrawal, downgrade, or qualification of the then-current rating assigned by such Rating Agency to any class of Certificates then rated by such Rating Agency, (the cost, if any, of obtaining the confirmation to be paid by the applicable Mortgage Loan Seller); (n) have been approved by the Directing Certificateholder; (o) prohibit Defeasance within two years of the Closing Date; (p) not be substituted for a deleted mortgage loan if it would result in the termination of the REMIC status of either the Lower-Tier REMIC or the Upper-Tier REMIC or the imposition of tax on either REMIC other than a tax on income expressly permitted or contemplated to be imposed by the terms of the Pooling and Servicing Agreement; and (q) have an engineering report with respect to the related Mortgaged Property which will be delivered as a part of the related servicing file. In the event that more than one mortgage loan is substituted for a deleted mortgage loan or mortgage loans, then (x) the amounts described in clause (a) of the preceding sentence are required to be determined on the basis of aggregate principal balances and (y) each proposed substitute mortgage loan shall individually satisfy each of the requirements specified in clauses (b) through (q) of the preceding sentence, except (z) the rates described in clause (b) above and the remaining term to stated maturity referred to in clause (e) above are required to be determined on a weighted average basis, provided that no individual Mortgage Rate (net of the Servicing Fee and the Trustee Fee) shall be lower than the highest fixed Pass-Through Rate (and not subject to a cap equal to the WAC Rate) of any class of Certificates having a principal balance then outstanding. When a Qualified Substitute Mortgage Loan is substituted for a deleted mortgage loan, (i) the applicable Mortgage Loan Seller will be required to certify that the mortgage loan meets all of the requirements of the above definition and send the certification to the Trustee and the Directing Certificateholder and (ii) such Qualified Substitute Mortgage Loan will become a part of the same Loan Group as the deleted mortgage loan.

The foregoing repurchase or substitution obligation will constitute the sole remedy available to the Certificateholders and the Trustee under the Pooling and Servicing Agreement for any uncured breach of any Mortgage Loan Seller’s representations and warranties regarding the mortgage loans or any uncured document defect; provided, however, if any breach pertains to a representation or warranty that the related mortgage loan documents or any particular mortgage loan document requires the related borrower to bear the costs and expenses associated with any particular action or matter under such mortgage loan document(s), then the applicable Mortgage Loan Seller will be required to cure such breach within the applicable cure period (as the same may be extended) by reimbursing to the trust the reasonable amount of any such costs and expenses incurred by the applicable Master Servicer, the Special Servicer, the Trustee or the trust fund that are the basis of such breach and have not been reimbursed by the related borrower; provided, further, that in the event any such costs and expenses exceed $10,000, the applicable Mortgage Loan Seller will have the option to either repurchase or substitute for the related mortgage loan as provided above or pay such costs and expenses. The applicable Mortgage Loan Seller will remit the amount of these costs and expenses and upon its making such remittance, the applicable Mortgage Loan Seller will be deemed to have cured the breach in all respects. The respective Mortgage Loan Seller will be the sole warranting party in respect of the mortgage loans sold by that Mortgage Loan Seller to the Depositor, and none of the Depositor, the Master Servicers, the Special Servicer, the other Mortgage Loan Sellers, the Trustee, the Paying Agent or J.P. Morgan Securities Inc., CIBC World Markets Corp. and PNC Capital Markets LLC (collectively, the ‘‘Underwriters’’) or any of their respective affiliates will be obligated to repurchase any affected mortgage loan in connection with a breach of the Mortgage Loan Seller’s representations and warranties or in connection with a document defect if the Mortgage Loan Seller defaults on its obligation to do so. However, the Depositor will not include any mortgage loan in the pool of mortgage loans if anything has come to the Depositor’s

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attention prior to the Closing Date that causes it to believe that the representations and warranties, subject to the exceptions to the representations and warranties, made by a Mortgage Loan Seller regarding the mortgage loan will not be correct in all material respects when made. See ‘‘Description of the Pooling Agreements—Representations and Warranties; Repurchases’’ in the prospectus.

Repurchase or Substitution of Cross-Collateralized Mortgage Loans

To the extent that the related Mortgage Loan Seller repurchases or substitutes for an affected mortgage loan as provided above with respect to a document omission or defect or a breach of a representation or warranty and such mortgage loan is cross-collateralized and cross-defaulted with one or more other mortgage loans (each a ‘‘Crossed Loan’’), such document omission or defect or breach of a representation or warranty will be deemed to affect all such Crossed Loans. In such event, the applicable Mortgage Loan Seller will be required to (1) repurchase or substitute for all such Crossed Loans which are, or are deemed to be, materially and adversely affected by such document defect or omission or breach of a representation or warranty or (2) if the Crossed Loans meet the criteria listed below, at the Mortgage Loan Seller’s election, repurchase or substitute for only the affected mortgage loan in the manner described above in ‘‘—Representations and Warranties; Repurchases and Substitutions.’’ The Mortgage Loan Seller may (in its discretion) repurchase or substitute for only the affected mortgage loan if, among other things, (i) the weighted average debt service coverage ratio for all the remaining Crossed Loans, excluding the affected Crossed Loan, for the four most recent reported calendar quarters preceding the repurchase or substitution is not less than the greater of (x) the weighted average debt service coverage ratio for all such related Crossed Loans, including the affected Crossed Loan for the four most recent reported calendar quarters preceding the repurchase or substitution and (y) 1.25x, (ii) the weighted average loan-to-value ratio for all of the remaining Crossed Loans, excluding the affected Crossed Loan, based upon the appraised values of the related Mortgaged Properties at the time of repurchase or substitution, is not greater than the lesser of (x) the weighted average loan-to-value ratio for all such related Crossed Loans, including the affected Crossed Loan at the time of repurchase or substitution, (y) the weighted average loan-to-value ratio for all such related Crossed Loans, including the affected Crossed Loan, as of the Cut-off Date and (z) 75% and (iii) the related Mortgage Loan Seller causes the affected Crossed Loan to become not cross-collateralized and cross-defaulted with the remaining related Crossed Loans prior to such repurchase or substitution and provides the Trustee with certain REMIC opinions.

To the extent that the related Mortgage Loan Seller repurchases or substitutes for an affected Crossed Loan as described in clause (2) of the immediately preceding paragraph while the Trustee continues to hold any related Crossed Loans, the related Mortgage Loan Seller and the Depositor have agreed in the related Purchase Agreement to forbear from enforcing any remedies against the other’s Primary Collateral, but each is permitted to exercise remedies against the Primary Collateral securing its respective Crossed Loans, including with respect to the Trustee, the Primary Collateral securing the mortgage loans still held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise its remedies against its Primary Collateral. If the exercise of the remedies by one party would impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loans held by such party, then both parties have agreed in the related Purchase Agreement to forbear from exercising such remedies until the mortgage loan documents evidencing and securing the relevant mortgage loans can be modified in a manner that complies with the Purchase Agreement to remove the threat of impairment as a result of the exercise of remedies. ‘‘Primary Collateral’’ means the Mortgaged Property directly securing a Crossed Loan and excluding any Mortgaged Property as to which the related lien may only be foreclosed upon by exercise of the cross-collateralization provisions of such Mortgage Loan.

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Lockbox Accounts

With respect to 36 mortgage loans (the ‘‘Lockbox Loans’’), representing approximately 72.3% of the Initial Pool Balance (74.3%, 38.6%), one or more accounts (collectively, the ‘‘Lockbox Accounts’’) have been or may be established into which the related borrower, property manager and/or tenants directly deposit rents or other revenues from the related Mortgaged Property. Pursuant to the terms of 24 Lockbox Loans, representing approximately 29.1% of the Initial Pool Balance (28.5%, 38.6%), the related mortgage loan documents provide for the establishment of a Lockbox Account upon the occurrence of certain events (such as an event of default under the related mortgage loan documents). Pursuant to the terms of 12 Lockbox Loans, representing approximately 43.2% of the Initial Pool Balance (45.7%, 0.0%), the related Lockbox Accounts were required to be established on the origination dates of the related mortgage loans into which operating lessees are required to make deposits directly and amounts may not be released to the borrowers, unless, with respect to certain Lockbox Loans, all debt service and required reserve account deposits have been made. Pursuant to the terms of 8 Lockbox Loans, representing approximately 26.1% of the Initial Pool Balance (27.6%, 0.0%), a cash management account was required to be established for such mortgage loans on or about the origination date of such mortgage loans into which the operating lessees are required to deposit rents directly, but the related borrower will have withdrawal rights until the occurrence of certain events specified in the related mortgage loan documents. Pursuant to the terms of 3 Lockbox Loans, representing approximately 8.2% of the Initial Pool Balance (8.7%, 0.0%), the related mortgage loan documents require the borrower to, upon receiving rental payments from tenants, forward those payments to the applicable bank holding the Lockbox Account for deposit. Pursuant to the terms of 1 Lockbox Loan, representing approximately 8.9% of the Initial Pool Balance (9.4%, 0.0%), the related mortgage loan documents provide that the related borrower or property manager directly deposits rents or other revenues into a property account and causes the property account bank to transfer all such rents or other revenues to a Lockbox Account on each business day. Except as set forth above, the agreements governing the Lockbox Accounts provide that the borrower has no withdrawal or transfer rights with respect to the related Lockbox Account. The Lockbox Accounts will not be assets of either REMIC.

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Transaction Parties

The Sponsors

JPMorgan Chase Bank, N.A.

General.    JPMCB, a national banking association, is a sponsor. JPMCB is also acting as a Mortgage Loan Seller and as the Swap Counterparty under the Swap Contract with respect to the Class A-4FL Certificates. JPMCB is an affiliate of J.P. Morgan Securities Inc., one of the Underwriters, and of the Depositor. See ‘‘The Sponsor’’ in the prospectus.

Sponsor’s Securitization Program.    The following is a description of JPMCB’s commercial mortgage-backed securities securitization program. JPMCB originates and underwrites loans through six regional offices.

JPMCB’s primary business is the underwriting and origination of mortgage loans secured by commercial or multifamily properties for JPMCB’s securitization program. As sponsor, JPMCB sells the majority of the loans it originates through CMBS securitizations. JPMCB, with its commercial mortgage lending affiliates and predecessors, began originating commercial mortgage loans for securitization in 1994 and securitizing commercial mortgage loans in 1995. As of September 30, 2007, the total amount of commercial mortgage loans originated and securitized by JPMCB and its predecessors is in excess of $59.1 billion. Of that amount, approximately $51.1 billion has been securitized by the Depositor. In its fiscal year ended December 31, 2007, JPMCB originated approximately $14.0 billion of commercial mortgage loans, of which approximately $12.2 billion were securitized by the Depositor.

JPMCB’s annual commercial mortgage loan originations have grown from approximately $100 million in 1996 to approximately $3.0 billion in 2001 and to approximately $14.0 billion in 2007. The commercial mortgage loans originated by JPMCB include both fixed- and floating-rate loans and both smaller ‘‘conduit’’ loans and large loans. JPMCB primarily originates loans secured by retail, office, multifamily, hospitality, industrial and self-storage properties, but also originates loans secured by manufactured housing communities, theaters, land subject to a ground lease and mixed use properties. JPMCB originates loans in every state.

As a sponsor, JPMCB originates or acquires mortgage loans and, either by itself or together with other sponsors or loan sellers, initiates their securitization by transferring the mortgage loans to a depositor, which in turn transfers them to the issuing entity for the related securitization. In coordination with its affiliate, J.P. Morgan Securities Inc., and other underwriters, JPMCB works with rating agencies, loan sellers, subordinated debt purchasers and servicers in structuring the securitization transaction. JPMCB acts as sponsor, originator or loan seller both in transactions in which it is the sole sponsor and mortgage loan seller as well as in transactions in which other entities act as sponsor and/or mortgage loan seller. Multiple seller transactions in which JPMCB has participated to date include the ‘‘CIBC’’ program, in which JPMCB and CIBC Inc. generally are loan sellers, and the ‘‘Large Diversified Pool’’ program (‘‘LDP’’), in which JPMCB, Nomura Credit & Capital, Inc., LaSalle Bank National Association, Eurohypo AG, New York Branch, PNC Bank, National Association, Capmark Finance Inc. and other financial institutions generally are loan sellers. Some of these loan sellers may be affiliated with underwriters on the transactions. As of March 31, 2008, JPMCB securitized approximately $31.0 billion through the CIBC program and approximately $27.1 billion through the LDP program.

Neither JPMCB nor any of its affiliates acts as servicer of the commercial mortgage loans in its securitizations. Instead, JPMCB sells the right to be appointed servicer of its securitized loans to rating-agency approved servicers, including Capmark Finance Inc., Midland Loan Services, Inc. and Wachovia Bank, National Association, among others.

JPMCB is also a Mortgage Loan Seller, the Swap Counterparty under the Swap Contract and an affiliate of J.P. Morgan Chase Commercial Mortgage Securities Corp., which is the Depositor, and is an affiliate of J.P. Morgan Securities Inc., which is acting as an Underwriter for this transaction.

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JPMCB’s Underwriting Guidelines and Processes

JPMCB has developed guidelines establishing certain procedures with respect to underwriting the mortgage loans originated or purchased by it. All of the mortgage loans sold to the trust by JPMCB were generally underwritten in accordance with the guidelines below. In some instances, one or more provisions of the guidelines were waived or modified by JPMCB at origination where it was determined not to adversely affect the related mortgage loan originated by it in any material respect. The mortgage loans to be included in the trust were originated or acquired by JPMCB in accordance with the commercial mortgage-backed securitization program of JPMCB.

Property Analysis.    JPMCB generally performs or causes to be performed a site inspection to evaluate the location and quality of the related mortgaged properties. Such inspection generally includes an evaluation of functionality, design, attractiveness, visibility and accessibility, as well as location to major thoroughfares, transportation centers, employment sources, retail areas and educational or recreational facilities. JPMCB assesses the submarket in which the property is located to evaluate competitive or comparable properties as well as market trends. In addition, JPMCB evaluates the property’s age, physical condition, operating history, lease and tenant mix, and management.

Cash Flow Analysis.    JPMCB reviews, among other things, historical operating statements, rent rolls, tenant leases and/or budgeted income and expense statements provided by the borrower and makes adjustments in order to determine a debt service coverage ratio, including taking into account the benefits of any governmental assistance programs. See ‘‘Description of the Mortgage Pool—Additional Mortgage Loan Information’’ in this prospectus supplement.

Appraisal and Loan-to-Value Ratio.    For each Mortgaged Property, JPMCB obtains a current full narrative appraisal conforming at least to the requirements of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (‘‘FIRREA’’). The appraisal is generally based on the highest and best use of the Mortgaged Property and must include an estimate of the then current market value of the property in its then current condition although in certain cases, JPMCB may also obtain a value on an ‘‘as-stabilized’’ basis. JPMCB then determines the loan-to-value ratio of the mortgage loan at the date of origination or, if applicable, in connection with its acquisition, in each case based on the value set forth in the appraisal.

Evaluation of Borrower.    JPMCB evaluates the borrower and its principals with respect to credit history and prior experience as an owner and operator of commercial real estate properties. The evaluation will generally include obtaining and reviewing a credit report or other reliable indication of the borrower’s financial capacity; obtaining and verifying credit references and/or business and trade references; and obtaining and reviewing certifications provided by the borrower as to prior real estate experience and current contingent liabilities. Finally, although the mortgage loans generally are non-recourse in nature, in the case of certain mortgage loans, the borrower and certain principals of the borrower may be required to assume legal responsibility for liabilities relating to fraud, misrepresentation, misappropriation of funds and breach of environmental or hazardous waste requirements. JPMCB evaluates the financial capacity of the borrower and such principals to meet any obligations that may arise with respect to such liabilities.

Environmental Site Assessment.    Prior to origination, JPMCB either (i) obtains or updates an environmental site assessment (‘‘ESA’’) for a Mortgaged Property prepared by a qualified environmental firm or (ii) obtains an environmental insurance policy for a Mortgaged Property. If an ESA is obtained or updated, JPMCB reviews the ESA to verify the absence of reported violations of applicable laws and regulations relating to environmental protection and hazardous waste or other material adverse environmental condition or circumstance. In cases in which the ESA identifies violations that would require cleanup, remedial action or any other response estimated to cost in excess of 5% of the outstanding principal balance of the mortgage loan, JPMCB either (i) determines that another party with sufficient assets is responsible for taking remedial actions directed by an applicable regulatory authority or (ii) requires the borrower to do

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one of the following: (A) carry out satisfactory remediation activities or other responses prior to the origination of the mortgage loan, (B) establish an operations and maintenance plan, (C) place sufficient funds in escrow or establish a letter of credit at the time of origination of the mortgage loan to complete such remediation within a specified period of time, (D) obtain an environmental insurance policy for the Mortgaged Property, (E) provide or obtain an indemnity agreement or a guaranty with respect to such condition or circumstance, or (F) receive appropriate assurances that significant remediation activities or other significant responses are not necessary or required.

Certain of the mortgage loans may also have secured creditor or other environmental policies. See ‘‘Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Hazard, Liability and Other Insurance’’ above.

Physical Assessment Report.    Prior to origination, the JPMCB obtains a physical assessment report (‘‘PAR’’) for each Mortgaged Property prepared by a qualified structural engineering firm. JPMCB reviews the PAR to verify that the property is reported to be in satisfactory physical condition, and to determine the anticipated costs of necessary repair, replacement and major maintenance or capital expenditure needs over the term of the mortgage loan. In cases in which the PAR identifies material repairs or replacements needed immediately, JPMCB generally requires the borrower to carry out such repairs or replacements prior to the origination of the mortgage loan, or, in many cases, requires the borrower to place sufficient funds in escrow at the time of origination of the mortgage loan to complete such repairs or replacements within not more than twelve months.

Title Insurance Policy.    The borrower is required to provide, and JPMCB reviews, a title insurance policy for each Mortgaged Property. The title insurance policy must meet the following requirements: (a) the policy must be written by a title insurer licensed to do business in the jurisdiction where the Mortgaged Property is located; (b) the policy must be in an amount equal to the original principal balance of the mortgage loan; (c) the protection and benefits must run to the mortgagee and its successors and assigns; (d) the policy should be written on a standard policy form of the American Land Title Association or equivalent policy promulgated in the jurisdiction where the Mortgaged Property is located; and (e) the legal description of the Mortgaged Property in the title policy must conform to that shown on the survey of the Mortgaged Property, where a survey has been required.

Property Insurance.    The borrower is required to provide, and JPMCB reviews, certificates of required insurance with respect to the Mortgaged Property. Such insurance generally may include: (1) commercial general liability insurance for bodily injury or death and property damage; (2) a fire and extended perils insurance policy providing ‘‘special’’ form coverage including coverage against loss or damage by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion; (3) if applicable, boiler and machinery coverage; (4) if the Mortgaged Property is located in a flood hazard area, flood insurance; and (5) such other coverage as JPMCB may require based on the specific characteristics of the Mortgaged Property.

PNC Bank, National Association

General.    PNC Bank, National Association, a national banking association (‘‘PNC Bank’’), is a sponsor and one of the Mortgage Loan Sellers. PNC Bank is an affiliate of Midland Loan Services, Inc., one of the Master Servicers, and PNC Capital Markets LLC, one of the Underwriters.

PNC Bank is a wholly owned indirect subsidiary of The PNC Financial Services Group, Inc., a Pennsylvania corporation (‘‘PNC Financial’’) and is PNC Financial’s principal bank subsidiary. As of December 31, 2007, PNC Bank, National Association had total consolidated assets representing 90% of PNC Financial’s consolidated assets. PNC Bank’s business is subject to examination and regulation by United States federal banking authorities. Its primary federal bank regulatory authority is the Office of the Comptroller of the Currency. PNC Financial and its subsidiaries offer a wide range of commercial banking, retail banking and trust and asset management services to its customers. The principal office of PNC Bank is located in Pittsburgh, Pennsylvania.

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PNC Bank originates and purchases commercial and multifamily mortgage loans for securitization or resale. PNC Bank originated all of the mortgage loans it is selling to the Depositor.

PNC Bank’s Commercial Real Estate Securitization Program.    PNC Bank and a predecessor entity have been active as participants in the securitization of commercial mortgage loans since 1996. In April 1998, PNC Bank formed Midland Loan Services, Inc., which acquired the businesses and operations of Midland Loan Services, L.P. (‘‘Midland LP’’). The acquisition of Midland LP led to the combination of the separate origination and securitization operations of PNC Bank and Midland LP. The predecessor Midland LP operation began originating mortgage loans for securitization in 1994 and participated in its first securitization in 1995, while the predecessor PNC Bank operation began originating mortgage loans for securitization in 1996 and participated in its first securitization in 1996.

PNC Bank originates or acquires mortgage loans and, together with other sponsors or loan sellers, participates in the securitization of those loans by transferring them to a depositor, which in turn transfers them to the issuing entity for the securitization. In coordination with its affiliate, PNC Capital Markets LLC, and with other underwriters, PNC Bank works with rating agencies, investors, loan sellers and servicers in structuring the securitization transaction. In a typical securitization that includes PNC Bank loans, its affiliate Midland Loan Services, Inc. generally is the primary servicer of the PNC Bank loans and in addition, Midland Loan Services, Inc. is often appointed master servicer and/or the special servicer of a portion or all of the pooled loans. PNC Bank currently acts as sponsor and mortgage loan seller in transactions in which other entities act as sponsors, loan sellers and/or depositors. Prior to April 2001, PNC Bank was a mortgage loan seller in multiple-seller transactions in which entities affiliated with PNC Bank acted as the depositors.

As of December 31, 2007, the total amount of commercial and multifamily mortgage loans originated by PNC Bank for securitization since the acquisition of the Midland LP securitization program in April 1998 was approximately $16.2 billion (all amounts set forth in this paragraph are aggregate original principal balances), of which PNC Bank included approximately $14.6 billion in approximately 48 securitizations as to which PNC Bank acted as sponsor or loan seller, and approximately $2.8 billion of these loans were included in securitizations in which the Depositor or one of its affiliates acted as depositor. In its fiscal year ended December 31, 2007, PNC Bank originated over $3.2 billion in commercial and multifamily mortgage loans for securitization, and approximately $2.2 billion in commercial and multifamily mortgage loans were included in securitizations in which unaffiliated entities acted as depositors. By comparison, in fiscal year 1999, the year after the acquisition of Midland LP, PNC Bank originated approximately $743 million in such loans for securitization.

The commercial mortgage loans originated for securitization by PNC Bank have, to date, consisted entirely of fixed-rate loans secured primarily by multifamily, office, retail, industrial, hotel, manufactured housing and self-storage properties. PNC Bank does not have distinct small-or large-loan programs, but rather originates and securitizes under a single program (which is the program under which PNC Bank originated the mortgage loans that will be deposited into the transaction described in this prospectus supplement).

Servicing.    Since the acquisition of Midland LP in 1998, PNC Bank has contracted with its wholly-owned subsidiary Midland Loan Services, Inc. for servicing the mortgage loans it originates prior to their securitization. Midland Loan Services, Inc. will act as one of the Master Servicers in this transaction. See ‘‘Transaction Parties—The Master Servicers’’ in this prospectus supplement for more information.

PNC Bank’s Underwriting Guidelines and Processes

Conduit mortgage loans originated for securitization by PNC Bank will generally be originated in accordance with the underwriting criteria described below. Each lending situation is unique, however, and the facts and circumstance surrounding the mortgage loan, such as the

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quality and location of the real estate collateral, the sponsorship of the borrower and the tenancy of the collateral, will impact the extent to which the general guidelines below are applied to a specific mortgage loan. The underwriting criteria below are general, and in many cases exceptions may be approved to one or more of these guidelines. Consequently, there can be no assurance that the underwriting of any particular multifamily or commercial mortgage loan will conform to the general guidelines described in this ‘‘—PNC Bank’s Underwriting Guidelines and Processes’’ section.

Loan Analysis.    The PNC Bank credit underwriting team for each mortgage loan is comprised of real estate professionals of PNC Bank. The underwriting team for each mortgage loan is required to conduct a review of the related mortgaged property, generally including an analysis of the historical property operating statements, if available, rent rolls, current and historical real estate taxes, and a review of tenant leases. The review includes a market analysis which includes a review of supply and demand trends, rental rates and occupancy rates. The credit of the borrower and certain key principals of the borrower are examined for financial strength and character prior to approval of the loan. This analysis generally includes a review of historical financial statements (which are generally unaudited), historical income tax returns of the borrower and its principals, third-party credit reports, and judgment, lien, bankruptcy and pending litigation searches. Depending on the type of real property collateral involved and other relevant circumstances, the credit of key tenants also may be examined as part of the underwriting process. Generally, a member of the PNC Bank underwriting team (or someone on its behalf) visits the property for a site inspection to ascertain the overall quality and competitiveness of the property, including its physical attributes, neighborhood and market, accessibility and visibility and demand generators. As part of its underwriting procedures, PNC Bank also generally performs the procedures and obtains the third-party reports or other documents described below:

(i)    Property Analysis.    PNC Bank generally performs or causes to be performed a site inspection to evaluate the location and quality of the related mortgaged properties. Such inspection generally includes an evaluation of functionality, design, attractiveness, visibility and accessibility, as well as location to major thoroughfares, transportation centers, employment sources, retail areas and educational or recreational facilities. PNC Bank assesses the submarket in which the property is located to evaluate competitive or comparable properties as well as market trends. In addition, PNC Bank evaluates the property’s age, physical condition, operating history, lease and tenant mix, and management.

(ii)    Cash Flow Analysis.    PNC Bank reviews, among other things, historical operating statements, rent rolls, tenant leases and/or budgeted income and expense statements provided by the borrower and makes adjustments in order to determine a debt service coverage ratio, including taking into account the benefits of any governmental assistance programs.

(iii)    Appraisal and LTV Ratio.    For each mortgaged property, PNC Bank obtains a current full narrative appraisal conforming at least to the requirements of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (‘‘FIRREA’’). The appraisal is generally based on the highest and best use of the mortgaged property and must include an estimate of the then current market value of the property in its then current condition, although in certain cases, PNC Bank may also obtain a value on an ‘‘as stabilized’’ basis. PNC Bank then determines the LTV Ratio of the mortgage loan at the date of origination or, if applicable, in connection with its acquisition, in each case based upon the value set forth in the appraisal.

(iv)    Evaluation of Borrower.    PNC Bank evaluates the borrower and its principals with respect to credit history and prior experience as an owner and operator of commercial real estate properties. The evaluation will generally include obtaining and reviewing a credit report or other reliable indication of the borrower’s financial capacity; obtaining and verifying credit references and/or business and trade references; and obtaining and

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reviewing certifications provided by the borrower as to prior real estate experience and current contingent liabilities. Finally, although the mortgage loans generally are non-recourse in nature, in the case of certain mortgage loans, the borrower and certain principals of the borrower may be required to assume legal responsibility for liabilities relating to fraud, intentional misrepresentation, misappropriation of funds and breach of environmental or hazardous waste requirements. PNC Bank evaluates the financial capacity of the borrower and such principals to meet any obligations that may arise with respect to such liabilities.

(v)    Environmental Site Assessment.    Prior to origination, PNC Bank either (i) obtains or updates an environmental site assessment (‘‘ESA’’) for a mortgaged property prepared by a qualified environmental firm or (ii) obtains an environmental insurance policy for a mortgaged property. If an ESA is obtained or updated, PNC Bank reviews the ESA to verify the absence of reported violations of applicable laws and regulations relating to environmental protection and hazardous waste or other material adverse environmental condition or circumstance. In cases in which the ESA identifies such violations that would require cleanup, remedial action or other response estimated to cost a material amount, PNC Bank either (i) determines that another party with sufficient assets is responsible for taking remedial actions directed by an applicable regulatory authority or (ii) requires the borrower to do one of the following: (A) carry out satisfactory remediation activities or other responses prior to the origination of the mortgage loan, (B) establish an operations and maintenance plan, (C) place sufficient funds in escrow or establish a letter of credit at the time of origination of the mortgage loan to complete such remediation within a specified period of time, (D) obtain an environmental insurance policy for the mortgaged property, (E) provide or obtain an indemnity agreement or a guarantee with respect to such condition or circumstance, or (F) receive appropriate assurances that significant remediation activities or other significant responses are not necessary or required. Certain of the mortgage loans may also have other environmental insurance policies.

(vi)    Physical Assessment Report.    Prior to origination, PNC Bank obtains a physical assessment report (‘‘PAR’’) for each mortgaged property prepared by a qualified structural engineering firm. PNC Bank reviews the PAR to verify that the property is reported to be in satisfactory physical condition and to determine the anticipated cost of necessary repair, replacement and major maintenance or capital expenditure needs over the term of the mortgage loan. In cases in which the PAR identifies material repairs or replacements needed immediately, PNC Bank generally requires the borrower to carry out such repairs or replacements prior to the origination of the mortgage loan, or, in many cases, requires the borrower to place sufficient funds in escrow or obtain a letter of credit in lieu of an escrow at the time of origination of the mortgage loan to complete such repairs or replacements within not more than 12 months.

(vii)    Title Insurance Policy.    The borrower is required to provide, and PNC Bank reviews, a commitment for, and a policy of, title insurance for each mortgaged property. The title insurance policy must generally meet the following requirements: (1) the policy must be written by a title insurer licensed to do business in a jurisdiction where the mortgaged property is located; (2) the policy must be in an amount equal to the original principal balance of the mortgage loan; (3) the protection and benefits of the policy must run to the mortgagee and its successors and assigns; (4) the policy should be written on a standard policy form of the American Land Title Association or equivalent policy promulgated in the jurisdiction where the mortgaged property is located; and (5) the legal description of the mortgaged property in the title policy must conform to that shown on the survey of the mortgaged property, where a survey has been required.

(viii)    Property Insurance.    The borrower is required to provide, and PNC Bank reviews, certificates of required insurance with respect to the mortgaged property. Such insurance generally may include: (1) commercial general liability insurance for bodily injury or death and property damage; (2) a fire and extended perils insurance policy providing ‘‘special’’

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form coverage including coverage against loss or damage by fire, lightning, explosion, smoke, wind storm and hail, riot or strike and civil commotion; (3) if applicable, boiler and machinery coverage; (4) if the mortgaged property is located in a flood hazard area, flood insurance; and (5) such other coverage as PNC Bank may require based on the specific characteristics of the mortgaged property.

Loan Approval.    Prior to commitment, all mortgage loans must be approved by a loan committee comprised of senior real estate professionals from PNC Bank. The loan committee may either approve a mortgage loan as recommended, request additional due diligence and/or modify the terms, or reject a mortgage loan.

Debt Service Coverage Ratio and LTV Ratio.    PNC Bank’s underwriting standards generally require a minimum debt service coverage ratio of 1.20x and maximum LTV Ratio of 80%. However, these requirements constitute solely a guideline, and exceptions to these guidelines may be approved based on the individual characteristics of a mortgage loan. For example, PNC Bank may originate a mortgage loan with a lower debt service coverage ratio or higher LTV Ratio based on the types of tenants and leases at the subject real property, the taking of additional collateral such as reserves, letters of credit and/or guarantees, PNC Bank’s judgment of improved property performance in the future and/or other relevant factors. In addition, with respect to certain mortgage loans originated by PNC Bank there may exist subordinate debt secured by the related mortgaged property and/or mezzanine debt secured by direct or indirect ownership interests in the borrower. Such mortgage loans would have a lower debt service coverage ratio, and a higher LTV Ratio, if such subordinate or mezzanine debt were taken into account.

The debt service coverage ratio guidelines set forth above are calculated based on underwritten net cash flow at origination. Therefore, the debt service coverage ratio for each mortgage loan as reported in this prospectus supplement and Annex A-1 hereto may differ from the amount calculated at the time of origination. In addition, PNC Bank’s underwriting guidelines generally permit a maximum amortization period of 30 years. However, certain mortgage loans may provide for interest-only payments until maturity, or for an interest-only period during a portion of the term of the mortgage loan. See ‘‘Description of the Mortgage Pool’’ in this prospectus supplement.

Escrow Requirements.    PNC Bank often requires a borrower to fund various escrows for taxes and insurance, and may also require reserves for deferred maintenance, re-tenanting expenses and capital expenses, in some cases only during periods when certain debt service coverage ratio or LTV Ratio tests are not satisfied. In some cases, the borrower is permitted to post a letter of credit or guaranty, or provide periodic evidence that the items for which the escrow or reserve would have been established are being paid or addressed, in lieu of funding a given reserve or escrow. PNC Bank conducts a case-by-case analysis to determine the need for a particular escrow or reserve. Consequently, the aforementioned escrows and reserves are not established for every multifamily and commercial mortgage loan originated by PNC Bank.

CIBC Inc.

General.    CIBC Inc. is a sponsor. CIBC Inc. is also acting as a Mortgage Loan Seller. CIBC Inc. is an affiliate of CIBC World Markets Corp., one of the Underwriters.

CIBC Inc. is a majority owned subsidiary of Canadian Imperial Holdings Inc. and is a corporation incorporated under the laws of Delaware. Canadian Imperial Holdings Inc. is a wholly-owned subsidiary of CIBC Delaware Holdings Inc., also a Delaware corporation, which is an indirect wholly owned subsidiary of Canadian Imperial Bank of Commerce. Canadian Imperial Bank of Commerce is a bank chartered under the Bank Act of Canada, having its head office in the City of Toronto, in the Province of Ontario, Canada. It is licensed to do business in the United States through its agency located in New York, New York.

Sponsor’s Securitization Program.    The following is a description of CIBC Inc.’s commercial mortgage-backed securities securitization program. CIBC Inc. originates and underwrites loans through five regional offices.

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CIBC Inc.’s primary business is the underwriting and origination of fixed rate mortgage loans secured by commercial or multifamily properties for CIBC Inc.’s securitization program. CIBC Inc. also originates floating rate loans (e.g., construction and interim loans) on the same property types, the majority of which CIBC Inc. holds on its balance sheet. As sponsor, CIBC Inc. sells the majority of the fixed-rate loans it originates through commercial mortgage-backed securities securitizations. CIBC Inc. began originating commercial mortgage loans for securitization in 1997 and securitizing commercial mortgage loans in 1998. As of December 31, 2007, the total amount of commercial mortgage loans originated and securitized by CIBC Inc. is in excess of $17.3 billion.

In the calendar year ended December 31, 2007, CIBC Inc. originated approximately $3.0 billion of commercial mortgage loans, and securitized approximately $3.9 billion of commercial mortgage loans.

CIBC Inc.’s annual commercial mortgage loan originations intended for securitization have grown from approximately $154 million in 1997 to approximately $1 billion in 2001 and to approximately $3.0 billion in 2007. The commercial mortgage loans originated by CIBC Inc. include both fixed-rate and floating-rate loans and both smaller ‘‘conduit’’ loans and large loans. CIBC Inc. primarily originates loans secured by retail, office, multifamily, hospitality, industrial and self-storage properties, but also originates loans secured by manufactured housing communities, theaters, land subject to a ground lease and mixed use properties. CIBC Inc. originates loans in every state other than in Arizona and Wisconsin (in Arizona and Wisconsin, CIBC Inc.’s affiliate Canadian Imperial Bank of Commerce, New York Agency originates commercial mortgage loans).

As a sponsor, CIBC Inc. originates mortgage loans and, either by itself or together with other sponsors or loan sellers, initiates their securitization by transferring the mortgage loans to a depositor, which in turn transfers them to the issuing entity for the related securitization. In coordination with its affiliate, CIBC World Markets Corp., and other underwriters, CIBC Inc. works with rating agencies, loan sellers, subordinated debt purchasers and servicers in structuring the securitization transaction. CIBC Inc. acts as sponsor, originator or loan seller in transactions in which other entities also act as sponsor and/or mortgage loan seller. Multiple seller transactions in which CIBC Inc. has participated to date have included for the most part the ‘‘CIBC’’ program, in which CIBC Inc. and JPMCB generally are loan sellers. Some of these loan sellers may be affiliated with underwriters on the transactions. As of December 31, 2007, CIBC Inc. securitized approximately $15.2 billion through the CIBC program.

Neither CIBC Inc. nor any of its affiliates acts as servicer of the commercial mortgage loans in its securitizations. Instead, CIBC Inc. sells the right to be appointed servicer of its securitized loans to rating-agency approved servicers, including Capmark Finance Inc., Midland Loan Services, Inc., Wells Fargo Bank, N.A., and Wachovia Bank National Association, among others.

CIBC’s Underwriting Guidelines and Processes

CIBC has developed guidelines establishing certain procedures with respect to underwriting the mortgage loans originated or purchased by it. All of the mortgage loans sold to the trust by CIBC were generally underwritten in accordance with the guidelines below. In some instances, one or more provisions of the guidelines were waived or modified by CIBC at origination where it was determined not to adversely affect the related mortgage loan originated by it in any material respect. The mortgage loans to be included in the trust were originated or acquired by CIBC in accordance with the commercial mortgage-backed securitization program of CIBC.

Property Analysis.    CIBC generally performs or causes to be performed a site inspection to evaluate the location and quality of the related mortgaged properties. Such inspection generally includes an evaluation of functionality, design, attractiveness, visibility and accessibility, as well as location to major thoroughfares, transportation centers, employment sources, retail areas and educational or recreational facilities. CIBC assesses the submarket in which the property is located to evaluate competitive or comparable properties as well as market trends. In addition, CIBC evaluates the property’s age, physical condition, operating history, lease and tenant mix, and management.

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Cash Flow Analysis.    CIBC reviews, among other things, historical operating statements, rent rolls, tenant leases and/or budgeted income and expense statements provided by the borrower and makes adjustments in order to determine a debt service coverage ratio, including taking into account the benefits of any governmental assistance programs. See ‘‘Description of the Mortgage Pool—Additional Mortgage Loan Information’’ in this prospectus supplement.

Appraisal and Loan-to-Value Ratio.    For each Mortgaged Property, CIBC obtains a current full narrative appraisal conforming at least to the requirements of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (‘‘FIRREA’’). The appraisal is generally based on the highest and best use of the Mortgaged Property and must include an estimate of the then current market value of the property in its then current condition although in certain cases, CIBC may also obtain a value on an ‘‘as-stabilized’’ basis. CIBC then determines the loan-to-value ratio of the mortgage loan at the date of origination or, if applicable, in connection with its acquisition, in each case based on the value set forth in the appraisal.

Evaluation of Borrower.    CIBC evaluates the borrower and its principals with respect to credit history and prior experience as an owner and operator of commercial real estate properties. The evaluation will generally include obtaining and reviewing a credit report or other reliable indication of the borrower’s financial capacity; obtaining and verifying credit references and/or business and trade references; and obtaining and reviewing certifications provided by the borrower as to prior real estate experience and current contingent liabilities. Finally, although the mortgage loans generally are non-recourse in nature, in the case of certain mortgage loans, the borrower and certain principals of the borrower may be required to assume legal responsibility for liabilities relating to fraud, misrepresentation, misappropriation of funds and breach of environmental or hazardous waste requirements. CIBC evaluates the financial capacity of the borrower and such principals to meet any obligations that may arise with respect to such liabilities.

Environmental Site Assessment.    Prior to origination, CIBC either (i) obtains or updates an environmental site assessment (‘‘ESA’’) for a Mortgaged Property prepared by a qualified environmental firm or (ii) obtains an environmental insurance policy for a Mortgaged Property. If an ESA is obtained or updated, CIBC reviews the ESA to verify the absence of reported violations of applicable laws and regulations relating to environmental protection and hazardous waste or other material adverse environmental condition or circumstance. In cases in which the ESA identifies violations that would require cleanup, remedial action or any other response estimated to cost in excess of 5% of the outstanding principal balance of the mortgage loan, CIBC either (i) determines that another party with sufficient assets is responsible for taking remedial actions directed by an applicable regulatory authority or (ii) requires the borrower to do one of the following: (A) carry out satisfactory remediation activities or other responses prior to the origination of the mortgage loan, (B) establish an operations and maintenance plan, (C) place sufficient funds in escrow or establish a letter of credit at the time of origination of the mortgage loan to complete such remediation within a specified period of time, (D) obtain an environmental insurance policy for the Mortgaged Property, (E) provide or obtain an indemnity agreement or a guaranty with respect to such condition or circumstance, or (F) receive appropriate assurances that significant remediation activities or other significant responses are not necessary or required.

Certain of the mortgage loans may also have secured creditor or other environmental policies. See ‘‘Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Hazard, Liability and Other Insurance’’ above.

Physical Assessment Report.    Prior to origination, CIBC obtains a physical assessment report (‘‘PAR’’) for each Mortgaged Property prepared by a qualified structural engineering firm. CIBC reviews the PAR to verify that the property is reported to be in satisfactory physical condition, and to determine the anticipated costs of necessary repair, replacement and major maintenance or capital expenditure needs over the term of the mortgage loan. In cases in which the PAR identifies material repairs or replacements needed immediately, CIBC generally requires the

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borrower to carry out such repairs or replacements prior to the origination of the mortgage loan, or, in many cases, requires the borrower to place sufficient funds in escrow at the time of origination of the mortgage loan to complete such repairs or replacements within a specified time period.

Title Insurance Policy.    The borrower is required to provide, and CIBC or its counsel reviews, a title insurance policy for each Mortgaged Property. The title insurance policy must meet the following requirements: (a) the policy must be written by a title insurer licensed to do business in the jurisdiction where the Mortgaged Property is located; (b) the policy must be in an amount equal to the original principal balance of the mortgage loan; (c) the protection and benefits must run to the mortgagee and its successors and assigns; (d) the policy should be written on a standard policy form of the American Land Title Association or equivalent policy promulgated in the jurisdiction where the Mortgaged Property is located; and (e) the legal description of the Mortgaged Property in the title policy must conform to that shown on the survey of the Mortgaged Property, where a survey has been required.

Property Insurance.    The borrower is required to provide, and CIBC or its consultant reviews, certificates of required insurance with respect to the Mortgaged Property. Such insurance generally may include: (1) commercial general liability insurance for bodily injury or death and property damage; (2) a fire and extended perils insurance policy providing ‘‘special’’ form coverage including coverage against loss or damage by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion; (3) if applicable, boiler and machinery coverage; (4) if the Mortgaged Property is located in a flood hazard area, flood insurance; and (5) such other coverage as CIBC may require based on the specific characteristics of the Mortgaged Property.

The Depositor

On the Closing Date, the Depositor will acquire the mortgage loans from each sponsor and will simultaneously transfer the mortgage loans, without recourse, to the Trustee for the benefit of the Certificateholders. See ‘‘The Depositor’’ in the prospectus.

Significant Obligor

The mortgaged property that secures The Promenade Shops at Dos Lagos Loan (identified as Loan No. 1 on Annex A-1 to this prospectus supplement), with a principal balance as of the Cut-off Date of $125,200,000, represents approximately 10.7% of the Initial Pool Balance (11.4%, 0.0%). See Annex A-1 and Annex A-3 in this prospectus supplement.

The Mortgage Loan Sellers

The Mortgage Loan Sellers are JPMCB, CIBC Inc. and PNC Bank, National Association. JPMCB is also a sponsor and an affiliate of each of the Depositor and J.P. Morgan Securities Inc., one of

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the Underwriters. CIBC Inc. is also a sponsor and an affiliate of CIBC World Markets Corp., one of the Underwriters. PNC is also a sponsor and an affiliate of each of Midland Loan Services, Inc., one of the Master Servicers, and PNC Capital Markets LLC, one of the Underwriters.

JPMorgan Chase Bank, N.A.

See ‘‘The Sponsors’’ in this prospectus supplement and the prospectus for a discussion relating to JPMCB.

PNC Bank, National Association.

See ‘‘The Sponsors’’ in this prospectus supplement for a discussion relating to PNC Bank, National Association.

CIBC Inc.

See ‘‘The Sponsors’’ in this prospectus supplement for a discussion relating to CIBC Inc.

The Issuing Entity

J.P. Morgan Chase Commercial Mortgage Securities Trust 2008-C2, the issuing entity (the ‘‘Issuing Entity’’), will be a New York common law trust, formed on the Closing Date pursuant to the Pooling and Servicing Agreement. See ‘‘The Issuing Entity’’ in the prospectus.

The only activities that the Issuing Entity may perform are those set forth in the Pooling and Servicing Agreement, which are generally limited to owning and administering the mortgage loans and any REO Property, disposing of defaulted mortgage loans and REO Property, issuing the certificates, making distributions, providing reports to certificateholders and other activities described in this prospectus supplement. Accordingly, the Issuing Entity may not issue securities other than the certificates, or invest in securities, other than investing of funds in the Certificate Account and other accounts maintained under the Pooling and Servicing Agreement in certain short-term high-quality investments. The Issuing Entity may not lend or borrow money, except that each Master Servicer, the Special Servicer and the Trustee may make advances of delinquent monthly debt service payments and servicing advances to the Issuing Entity, but only to the extent it does not deem such advances to be non-recoverable from the related mortgage loan; such advances are intended to provide liquidity, rather than credit support. The Pooling and Servicing Agreement may be amended as set forth in this prospectus supplement under ‘‘Servicing of the Mortgage Loans—Amendment.’’ The Issuing Entity administers the mortgage loans through the Trustee, the Paying Agent, the Master Servicers and the Special Servicer. A discussion of the duties of the Trustee, the Paying Agent, the Master Servicers and the Special Servicer, including any discretionary activities performed by each of them, is set forth in this prospectus supplement under ‘‘—The Trustee, Paying Agent, Certificate Registrar and Authenticating Agent,’’ ‘‘—The Master Servicers’’ and ‘‘—The Special Servicer’’ and ‘‘Servicing of the Mortgage Loans.’’

The only assets of the Issuing Entity other than the mortgage loans and any REO Properties are the Certificate Account and other accounts maintained pursuant to the Pooling and Servicing Agreement and the short-term investments in which funds in the Certificate Account and other accounts are invested. The Issuing Entity has no present liabilities, but has potential liability relating to ownership of the mortgage loans and any REO Properties and certain other activities described in this prospectus supplement, and indemnity obligations to the Trustee, the Paying Agent, the Depositor, the Master Servicers and the Special Servicer. The fiscal year of the Trust is the calendar year. The Issuing Entity has no executive officers or board of directors and acts through the Trustee, the Paying Agent, the Master Servicers and the Special Servicer.

The Depositor is contributing the mortgage loans to the Issuing Entity. The Depositor is purchasing the mortgage loans from the Mortgage Loan Sellers, as described in this prospectus supplement under ‘‘Description of the Mortgage Pool—Sale of the Mortgage Loans; Mortgage File Delivery’’ and ‘‘—Representations and Warranties; Repurchases and Substitutions.’’

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The Trustee, Paying Agent, Certificate Registrar and Authenticating Agent

LaSalle Bank National Association (‘‘LaSalle’’) will be the trustee, paying agent, certificate registrar (in that capacity, the ‘‘Certificate Registrar’’) and custodian under the pooling and servicing agreement. LaSalle is a national banking association formed under the federal laws of the United States of America.

Effective October 1, 2007, Bank of America Corporation, parent corporation of Bank of America, N.A. and Banc of America Securities LLC, acquired ABN AMRO North America Holding Company, parent company of LaSalle Bank Corporation and LaSalle Bank National Association, from ABN AMRO Bank N.V. The acquisition included all parts of the Global Securities and Trust Services Group within LaSalle Bank National Association engaged in the business of acting as trustee, securities administrator, master servicer, custodian, collateral administrator, securities intermediary, fiscal agent and issuing and paying agent in connection with securitization transactions.

LaSalle has extensive experience serving as trustee on securitizations of commercial mortgage loans. Since January 1994, LaSalle has served as trustee or paying agent on over 730 commercial mortgage-backed security transactions involving assets similar to the mortgage loans. As of March 31, 2008, LaSalle serves as trustee or paying agent on over 475 commercial mortgage-backed security transactions. The Depositor and Master Servicers may maintain other banking relationships in the ordinary course of business with the trustee. The Trustee’s corporate trust office is located at 135 South LaSalle Street, Mail code: IL4-135-16-25, Chicago, Illinois, 60603. Attention: Global Securities and Trust Services – J.P. Morgan 2008-C2 or at such other address as the trustee may designate from time to time.

The long-term unsecured debt of LaSalle is rated ‘‘AA+’’ by S&P, ‘‘Aaa’’ by Moody’s and ‘‘AA’’ by Fitch.

LaSalle’s Report on Assessment of Compliance with Servicing Criteria for 2007 (the ‘‘2007 Assessment’’) describes in Appendix B thereto the following material instance of noncompliance related to investor reporting:

‘‘1122(d)(3)(i)(A) and (B) – During the Reporting Period, certain monthly investor or remittance reports were not prepared in accordance with the terms set forth in the transaction agreements and certain investor reports did not provide the information calculated in accordance with the terms specified in the transaction agreements for which certain individual errors may or may not have been material.’’

The investor reporting errors identified on LaSalle’s 2007 Assessment as material instances of noncompliance (the ‘‘Investor Reporting Errors’’) included, for example, revised delinquency, REO, foreclosure, repurchase, payoff or modified loan counts, category indicators and/or balances. The conclusion that the Investor Reporting Errors amounted to a material instance of noncompliance was based primarily on the aggregate number of errors as opposed to the materiality of any one error.

The Investor Reporting Errors were generally caused by human error resulting primarily from high volume monthly data processing demands that had to be addressed within constricted time frames with less than a full complement of operational staff. Between the fourth quarter of 2007 and the first quarter of 2008, LaSalle has employed additional operational staff to accommodate the high volume of monthly investor reporting requirements and to minimize the risk of the Investor Reporting Errors recurring. Other necessary controls are in place to minimize the risk of such errors.

With respect to the specific pool assets and mortgage-backed securities related to the Investor Reporting Errors, the errors did not have, and are not reasonably likely in the future to have, any material impact or effect on either the performance or servicing of such pool assets or the payments or expected payments on such mortgage-backed securities.

In its capacity as custodian, LaSalle will hold the mortgage loan files exclusively for the use and benefit of the trust. The custodian will not have any duty or obligation to inspect, review or

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examine any of the documents, instruments, certificates or other papers relating to the mortgage loans delivered to it to determine that the same are valid. The disposition of the mortgage loan files will be governed by a pooling and servicing agreement. LaSalle provides custodial services on over 1100 residential, commercial and asset-backed securitization transactions and maintains almost 3.0 million custodial files in its two vault locations in Elk Grove, Illinois and Irvine, California. LaSalle’s two vault locations can maintain a total of approximately 6 million custody files. All custody files are segregated and maintained in secure and fire resistant facilities in compliance with customary industry standards. The vault construction complies with Fannie Mae/Ginnie Mae guidelines applicable to document custodians. LaSalle maintains disaster recovery protocols to ensure the preservation of custody files in the event of force majeure and maintains, in full force and effect, such fidelity bonds and/or insurance policies as are customarily maintained by banks which act as custodians. LaSalle uses unique tracking numbers for each custody file to ensure segregation of collateral files and proper filing of the contents therein and accurate file labeling is maintained through a monthly reconciliation process. LaSalle uses a proprietary collateral review system to track and monitor the receipt and movement internally or externally of custody files and any release or reinstatement of collateral.

Using information set forth in this prospectus supplement, the Paying Agent will develop the cashflow model for the trust. Based on the monthly loan information provided by the applicable Master Servicer, the Paying Agent will calculate the amount of principal and interest to be paid to each class of certificates on each distribution date. In accordance with the cashflow model and based on the monthly loan information provided by the Master Servicers, the Paying Agent will perform distribution calculations, remit distributions on the Distribution Date to certificateholders and prepare a monthly statement to certificateholders detailing the payments received and the activity on the mortgage loans during the collection period. In performing these obligations, the Paying Agent will be able to conclusively rely on the information provided to it by the Master Servicers, and the Paying Agent will not be required to recompute, recalculate or verify the information provided to it by the Master Servicers.

As compensation for the performance of its routine duties, the Trustee will be paid a fee (collectively, the ‘‘Trustee Fee’’). The Trustee Fee will be payable monthly from amounts received in respect of the mortgage loans and will be equal to the product of a rate equal to 0.00154% per annum (the ‘‘Trustee Fee Rate’’) and the Stated Principal Balance of the mortgage loans and will be computed in the same manner as interest is calculated on such mortgage loans. In addition, the Trustee will be entitled to recover from the trust fund all reasonable unanticipated expenses and disbursements incurred or made by it in the performance of its duties as the Trustee, Paying Agent, Certificate Registrar and Authenticating Agent in accordance with any of the provisions of the pooling and servicing agreement, but not including routine expenses incurred in the ordinary course of performing its duties as Trustee, Paying Agent, Certificate Registrar or Authenticating Agent under the Pooling and Servicing Agreement, and not including any expense, disbursement or advance as may arise from its willful misfeasance, negligence or bad faith. The Trustee will not be entitled to any fee with respect to the Companion Loans. See ‘‘Description of the Pooling Agreements—The Trustee,’’ ‘‘—Duties of the Trustee,’’ ‘‘—Certain Matters Regarding the Trustee’’ and ‘‘—Resignation and Removal of the Trustee’’ in the prospectus.

The Trustee, Paying Agent, Certificate Registrar and Authenticating Agent and each of their respective directors, officers, employees, agents and controlling persons will be entitled to indemnification from the trust fund against any loss, liability or expense incurred without negligence, bad faith or willful misfeasance on their respective parts, arising out of, or in connection with the Pooling and Servicing Agreement, the Certificates and the mortgage loans.

The Trustee and its directors, officers, employees, agents and controlling persons will be entitled to indemnification from the trust fund against any loss, liability or expense incurred without negligence, bad faith or willful malfeasance on its part, arising out of, or in connection with the Pooling and Servicing Agreement, the Certificates and the mortgage loans.

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The Master Servicers

General

There will be two master servicers under the Pooling and Servicing Agreement, Midland Loan Services, Inc. (‘‘Midland’’) and Wells Fargo Bank, N.A., a national banking association (‘‘Wells Fargo Bank’’, and with Midland, each a ‘‘Master Servicer’’).

Midland Loan Services, Inc.

Midland will be one of the master servicers and will be responsible for the master servicing and administration of the mortgage loans originated or acquired by either of JPMCB or PNC Bank, pursuant to the Pooling and Servicing Agreement. Certain servicing and administrative functions will also be provided by one or more primary servicers that previously serviced the mortgage loans for the applicable Mortgage Loan Seller. Midland is also the JPMCC 2007-C1 Special Servicer and in this capacity is responsible for the servicing and administration of the specially serviced mortgage loans and REO properties pursuant to the JPMCC 2007-C1 pooling and servicing agreement.

Midland is a Delaware corporation and a wholly-owned subsidiary of PNC Bank, National Association, a Sponsor and one of the Mortgage Loan Sellers. Midland is also an affiliate of PNC Capital Markets LLC, one of the Underwriters. Midland’s principal servicing office is located at 10851 Mastin Street, Building 82, Suite 300, Overland Park, Kansas 66210.

Midland is a real estate financial services company that provides loan servicing, asset management and technology solutions for large pools of commercial and multifamily real estate assets. Midland is approved as a master servicer, special servicer and primary servicer for investment-grade commercial and multifamily mortgage-backed securities (‘‘CMBS’’) by S&P, Moody’s and Fitch. Midland has received the highest rankings as a master, primary and special servicer of real estate assets under U.S. CMBS transactions from both S&P and Fitch. S&P ranks Midland as ‘‘Strong’’ and Fitch ranks Midland as ‘‘1’’ for each category. Midland is also a HUD/FHA-approved mortgagee and a Fannie Mae-approved multifamily loan servicer.

Midland has detailed operating procedures across the various servicing functions to maintain compliance with its servicing obligations and the servicing standards under Midland’s servicing agreements, including procedures for managing delinquent and special serviced loans. The policies and procedures are reviewed annually and centrally managed and available electronically within Midland’s Enterprise!® Loan Management System. Furthermore Midland’s disaster recovery plan is reviewed annually.

Midland will not have primary responsibility for custody services of original documents evidencing the underlying mortgage loans. Midland may from time to time have custody of certain of such documents as necessary for enforcement actions involving particular mortgage loans or otherwise. To the extent that Midland has custody of any such documents for any such servicing purposes, such documents will be maintained in a manner consistent with the servicing standard.

No securitization transaction involving commercial or multifamily mortgage loans in which Midland was acting as master servicer, primary servicer or special servicer has experienced a servicer event of default as a result of any action or inaction of Midland as master servicer, primary servicer or special servicer, as applicable, including as a result of Midland’s failure to comply with the applicable servicing criteria in connection with any securitization transaction. Midland has made all advances required to be made by it under the servicing agreements on the commercial and multifamily mortgage loans serviced by Midland in securitization transactions.

From time-to-time Midland is a party to lawsuits and other legal proceedings as part of its duties as a loan servicer (e.g., enforcement of loan obligations) and/or arising in the ordinary course of business. Midland does not believe that any such lawsuits or legal proceedings would, individually or in the aggregate, have a material adverse effect on its business or its ability to service loans pursuant to the Pooling and Servicing Agreement.

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Midland currently maintains an Internet-based investor reporting system, CMBS Investor Insight®, that contains performance information at the portfolio, loan and property levels on the various commercial mortgage-backed securities transactions that it services. Certificateholders, prospective transferees of the certificates and other appropriate parties may obtain access to CMBS Investor Insight through Midland’s website at www.midlandls.com. Midland may require registration and execution of an access agreement in connection with providing access to CMBS Investor Insight.

As of December 31, 2007, Midland was servicing approximately 24,753 commercial and multifamily mortgage loans with a principal balance of approximately $230 billion. The collateral for such loans is located in all 50 states, the District of Columbia, Puerto Rico, Guam and Canada. Approximately 17,343 of such loans, with a total principal balance of approximately $156 billion, pertain to commercial and multifamily mortgage-backed securities. The related loan pools include multifamily, office, retail, hospitality and other income-producing properties. As of December 31, 2007, Midland was named the special servicer in approximately 149 commercial mortgage-backed securities transactions with an aggregate outstanding principal balance of approximately $101 billion. With respect to such transactions as of such date, Midland was administering approximately 168 assets with an outstanding principal balance of approximately $525 million.

Midland has been servicing mortgage loans in commercial mortgage-backed securities transactions since 1992. The table below contains information on the size and growth of the portfolio of commercial and multifamily mortgage loans in commercial mortgaged-backed securities and other servicing transactions for which Midland has acted as master and/or primary servicer from 2005 to 2007.


Portfolio Growth – Master/Primary Calendar Year End
(Approximate amounts in billions)
  2005 2006 2007
CMBS $ 104 $ 139 $ 156
Other 32 61 74
Total $ 136 $ 200 $ 230

Midland has acted as a special servicer for commercial and multifamily mortgage loans in commercial mortgage-backed securities transactions since 1992. The table below contains information on the size and growth of the portfolio of specially serviced commercial and multifamily mortgage loans and REO properties that have been referred to Midland as special servicer in commercial mortgage-backed securities transactions from 2005 to 2007.


Portfolio Growth – CMBS Special Servicing Calendar Year End
(Approximate amounts in billions)
  2005 2006 2007
Total $ 65 $ 89 $ 101

Midland acted as servicer with respect to some or all of the mortgage loans being contributed by its parent company, PNC Bank, prior to their inclusion in the trust.

The information set forth in this prospectus supplement concerning Midland has been provided by it.

Wells Fargo Bank, National Association

Wells Fargo Bank will be one of the master servicers and will be responsible for the master servicing and administration of the mortgage loans originated or acquired by CIBC, pursuant to the pooling and servicing agreement (and, in addition, Wells Fargo Bank solely in its capacity as trustee under the pooling and servicing agreement related to the Non-Serviced Mortgage Loans, may be construed to play a limited role in the servicing of the Non-Serviced Mortgage Loans under that agreement). Certain servicing and administrative functions will also be provided by

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one or more primary servicers that previously serviced the mortgage loans for the applicable Mortgage Loan Seller. The principal commercial mortgage servicing offices of Wells Fargo Bank are located at 45 Fremont Street, 2nd Floor, San Francisco, California 94105.

Wells Fargo Bank has originated and serviced commercial mortgage loans since before 1975 and has serviced securitized commercial mortgage loans since 1993. Wells Fargo Bank is approved as a master servicer, primary servicer and special servicer for commercial mortgage-backed securities rated by Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (‘‘S&P’’) and Fitch, Inc. (‘‘Fitch’’). Moody’s does not assign specific ratings to servicers. S&P has assigned to Wells Fargo Bank the ratings of STRONG as a primary servicer and as a master servicer and ABOVE AVERAGE as a special servicer. Fitch has assigned to Wells Fargo Bank the ratings of CMS2 as a master servicer, CPS1 as a primary servicer and CSS1 as a special servicer. S&P’s and Fitch’s ratings of a servicer are based on an examination of many factors, including the servicer’s financial condition, management team, organizational structure and operating history.

As of March 31, 2008, the commercial mortgage servicing group of Wells Fargo Bank was responsible for servicing approximately 14,531 commercial and multifamily mortgage loans with an aggregate outstanding principal balance of approximately $137.9 billion, including approximately 13,422 loans securitized in approximately 114 commercial mortgage-backed securitization transactions with an aggregate outstanding principal balance of approximately $133.4 billion, and also including loans owned by institutional investors and government sponsored entities such as Freddie Mac. The properties securing these loans are located in all 50 states and include retail, office, multifamily, industrial, hospitality and other types of income-producing properties. According to the Mortgage Bankers Association of America, as of December 31, 2007, Wells Fargo Bank was the fourth largest commercial mortgage servicer in terms of the aggregate outstanding principal balance of loans being master and/or primary serviced in commercial mortgage-backed securities transactions.

Wells Fargo Bank has developed policies, procedures and controls for the performance of its master servicing obligations in compliance with applicable servicing agreements, servicing standards and the servicing criteria set forth in Item 1122 of Regulation AB. These policies, procedures and controls include, among other things, measures for notifying borrowers of payment delinquencies and other loan defaults and for working with borrowers to facilitate collections and performance prior to the occurrence of a servicing transfer event.

A Wells Fargo Bank proprietary website (www.wellsfargo.com/com/comintro) provides investors with access to investor reports for commercial mortgage-backed securitization transactions for which Wells Fargo Bank is master servicer, and also provides borrowers with access to current and historical loan and property information for these transactions.

Wells Fargo Bank may appoint one or more sub-servicers to perform all or a portion of its duties under the Pooling and Servicing Agreement. Wells Fargo Bank monitors and reviews the performance of sub-servicers appointed by it.

Wells Fargo Bank has received an issuer rating of ‘‘Aaa’’ from Moody’s. Wells Fargo Bank’s long term deposits are rated ‘‘Aaa’’ by Moody’s, ‘‘AA’’ by S&P and ‘‘AA+’’ by Fitch.

Wells Fargo & Company is the holding company for Wells Fargo Bank. Wells Fargo & Company files reports with the Securities and Exchange Commission as required under the Securities Exchange Act of 1934, as amended. Such reports include information regarding Wells Fargo Bank and may be obtained at the website maintained by the Securities and Exchange Commission at www.sec.gov.

The information set forth in this prospectus supplement regarding Wells Fargo Bank has been provided by it.

The Special Servicer

CWCapital Asset Management LLC (‘‘CWCAM’’), a Massachusetts limited liability company, will initially be appointed as Special Servicer for the Mortgage Pool. The principal servicing offices

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of CWCAM are located at 701 Thirteenth Street, NW, Suite 1000, Washington, D.C. 20005 and its telephone number is (202) 715-9500. CWCAM and its affiliates are involved in the real estate investment, finance, servicing and management business, including:

•  originating and servicing commercial and multifamily real estate loans;
•  investing in high yielding real estate loans and other commercial real estate debt instruments; and
•  investing in, surveilling and managing as special servicer, commercial real estate assets including unrated and non investment grade rated securities issued pursuant to CMBS and CRE CDO transactions.

CWCAM was organized in June 2005. In July of 2005, it acquired Allied Capital Corporation’s special servicing operations and replaced Allied Capital Corporation as special servicer for all transactions for which Allied Capital Corporation served as special servicer. In February 2006, an affiliate of CWCAM merged with CRIIMI MAE Inc. (‘‘CMAE’’) and the special servicing operations of CRIIMI MAE Services L.P., the special servicing subsidiary of CMAE, were consolidated into the special servicing operations of CWCAM. An affiliate or affiliates of CWCAM may acquire certain of the Non Offered Certificates. CWCAM is a wholly-owned subsidiary of CW Financial Services LLC. CWCAM and its affiliates own and are in the business of acquiring assets similar in type to the assets of the Trust Fund. Accordingly, the assets of CWCAM and its affiliates may, depending upon the particular circumstances including the nature and location of such assets, compete with the mortgaged properties for tenants, purchasers, financing and so forth.

As of December 31, 2005, CWCAM acted as special servicer with respect to 25 domestic CMBS pools containing approximately 3,670 loans secured by properties throughout the United States with a then current face value in excess of $32 billion. As of December 31, 2006, CWCAM acted as special servicer with respect to 94 domestic and 2 Canadian CMBS pools containing approximately 11,100 loans secured by properties throughout the United States and Canada with a then current face value in excess of $108.7 billion. As of December 31, 2007, CWCAM acted as special servicer with respect to 116 domestic and 2 Canadian CMBS pools containing approximately 14,600 loans secured by properties throughout the United States and Canada with a then current face value in excess of $177 billion. Those loans include commercial mortgage loans secured by the same types of income producing properties as those securing the Mortgage Loans backing the Certificates.

CWCAM has three primary offices (Washington, D.C., Rockville, Maryland and Needham, Massachusetts) and CWCAM provides special servicing activities for investments in various markets throughout the United States. As of December 31, 2007, CWCAM had 67 employees responsible for the special servicing of commercial real estate assets. As of December 31, 2007, within the CMBS pools described in the preceding paragraph, 104 assets were actually in special servicing. The assets owned, serviced or managed by CWCAM and its affiliates may, depending upon the particular circumstances, including the nature and location of such assets, compete with the mortgaged properties securing the underlying Mortgage Loans for tenants, purchasers, financing and so forth. CWCAM does not service or manage any assets other than commercial and multifamily real estate assets.

CWCAM has policies and procedures in place that govern its special servicing activities. These policies and procedures for the performance of its special servicing obligations are among other things in compliance with applicable servicing criteria set forth in Item 1122 of Regulation AB of the Securities Act, including managing delinquent loans and loans subject to the bankruptcy of the borrower. Standardization and automation have been pursued, and continue to be pursued, wherever possible so as to provide for continued accuracy, efficiency, transparency, monitoring and controls.

CWCAM occasionally engages consultants to perform property inspections and to provide close surveillance on a property and its local market; it currently does not have any plans to engage sub-servicers to perform on its behalf any of its duties with respect to this transaction. CWCAM does not believe that its financial condition will have any adverse effect on the

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performance of its duties under the Pooling and Servicing Agreement and, accordingly, will not have any material impact on the mortgage pool performance or the performance of the Certificates. CWCAM does not have any material primary principal and interest advancing obligations with respect to the CMBS pools as to which it acts as special servicer and only has primary property protection advancing obligations for one CMBS pool.

CWCAM will not have primary responsibility for custody services of original documents evidencing the underlying Mortgage Loans. On occasion, CWCAM may have custody of certain of such documents as necessary for enforcement actions involving particular Mortgage Loans or otherwise. To the extent that CWCAM has custody of any such documents, such documents will be maintained in a manner consistent with the servicing standard.

There are currently no legal proceedings pending, and no legal proceedings known to be contemplated by governmental authorities, against CWCAM or of which any of its property is the subject, that is material to the Certificateholders.

CWCAM is not an affiliate of the Depositor, the Trust Fund, the Master Servicer or the Trustee. There are no specific relationships involving or relating to this transaction or the underlying Mortgage Loans between CWCAM or any of its affiliates, on the one hand, and the Depositor, the Master Servicer or the Trust Fund, on the other hand, that currently exist or that existed during the past two years. In addition, there are no business relationships, agreements, arrangements, transactions or understandings that have been entered into outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party—apart from the subject securitization transaction—between CWCAM or any of its affiliates, on the one hand, and the Depositor, the Master Servicer or the Trust Fund, on the other hand, that currently exist or that existed during the past two years and that are material to an investor’s understanding of the Offered Certificates. CWCAM is an affiliate of the entity that is anticipated to acquire the initial Controlling Class.

No securitization transaction involving commercial or multifamily mortgage loans in which CWCAM was acting as special servicer has experienced an event of default as a result of any action or inaction performed by CWCAM as special servicer. In addition, there has been no previous disclosure of material non compliance with servicing criteria by CWCAM with respect to any other securitization transaction involving commercial or multifamily mortgage loans in which CWCAM was acting as special servicer.

From time to time, CWCAM and its affiliates may be parties to lawsuits and other legal proceedings arising in the ordinary course of business. CWCAM does not believe that any such lawsuits or legal proceedings would, individually or in the aggregate, have a material adverse effect on its business or its ability to serve as special servicer.

The information set forth herein regarding the Special Servicer has been provided by CWCAM.

Replacement of the Special Servicer

The Special Servicer may be removed, and a successor Special Servicer appointed at any time by the Directing Certificateholder, provided, that each Rating Agency confirms in writing that the replacement of the Special Servicer, in and of itself, will not cause a qualification, withdrawal or downgrade of the then-current ratings assigned to any Class of Certificates. With respect to Non-Serviced Whole Loan, the related special servicer may be removed, and a successor special servicer appointed at any time by the Non-Serviced Mortgage Loan Controlling Holder, to the extent set forth in the related intercreditor agreement.

Servicing and Other Compensation and Payment of Expenses

The fee of each Master Servicer (the ‘‘Servicing Fee’’) will be payable monthly from amounts received in respect of each mortgage loan (including the Non-Serviced Mortgage Loans) and the Companion Loans (to the extent permitted under the related intercreditor agreement), and will

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accrue at a rate (the ‘‘Servicing Fee Rate’’), equal to a per annum rate ranging from 0.02% to 0.09%. As of the Cut-off Date, the weighted average Servicing Fee Rate will be approximately 0.043653% per annum. Pursuant to the terms of the Pooling and Servicing Agreement, Midland will be entitled to retain a portion of the Servicing Fee with respect to each mortgage loan it is responsible for servicing and, if not prohibited under the related intercreditor agreement, any related Companion Loan notwithstanding any termination or resignation of Midland as Master Servicer; provided, that Midland may not retain any portion of the Servicing Fee to the extent that portion of the Servicing Fee is required to appoint a successor master servicer. In addition, Midland will have the right to assign and transfer its right to receive that retained portion of its Servicing Fee to another party. In addition to the Servicing Fee, the applicable Master Servicer will be entitled to retain, as additional servicing compensation (other than with respect to the Non-Serviced Mortgage Loans), (1) a specified percentage of application, defeasance and certain non-material modification, waiver and consent fees, provided, with respect to the non-material modification, waiver and consent fees, the consent of the Special Servicer is not required for the related transaction, (2) a specified percentage of all assumption (subject to certain subservicing agreements), extension, material modification, waiver, consent and earnout fees, in each case, with respect to all mortgage loans and the related Companion Loans (to the extent not prohibited under the related intercreditor agreement) that are not Specially Serviced Mortgage Loans, but arise from a transaction that requires the approval of the Special Servicer and (3) late payment charges and default interest paid by the borrowers (that were collected while the related mortgage loans or the related Companion Loans (to the extent not prohibited under the related intercreditor agreement) were not Specially Serviced Mortgage Loans), but only to the extent such late payment charges and default interest are not needed to pay interest on Advances or certain additional trust fund expenses incurred with respect to the related mortgage loan or, if provided under the related intercreditor agreement, Companion Loans since the Closing Date. Each Master Servicer also is authorized but not required to invest or direct the investment of funds held in the Certificate Account in Permitted Investments, and each Master Servicer will be entitled to retain any interest or other income earned on those funds and will bear any losses resulting from the investment of these funds, except as set forth in the Pooling and Servicing Agreement. Each Master Servicer also is entitled to retain any interest earned on any servicing escrow account to the extent the interest is not required to be paid to the related borrowers.

The Servicing Fee is calculated on the Stated Principal Balance of the mortgage loans (including the Non-Serviced Mortgage Loans) and the related Companion Loans in the same manner as interest is calculated on the mortgage loans and the Companion Loans. The Servicing Fee for each mortgage loan is included in the Administrative Cost Rate listed for that mortgage loan on Annex A-1. Any Servicing Fee Rate calculated on an Actual/360 Basis will be recomputed on the basis of twelve 30-day months, assuming a 360-day year (‘‘30/360 Basis’’) for purposes of calculating the Net Mortgage Rate. With respect to any Serviced Companion Loan, the Servicing Fee, if any, will be computed and allocated as provided in the related intercreditor agreement.

The principal compensation to be paid to the Special Servicer in respect of its special servicing activities will be the Special Servicing Fee, the Workout Fee and the Liquidation Fee.

The Block at Orange Loan and the Westin Portfolio Loan will be serviced under the JPMCC 2007-C1 Pooling and Servicing Agreement (including those occasions under the JPMCC 2007-C1 Pooling and Servicing Agreement when the servicing of the Block at Orange Loan or the Westin Portfolio Loan has been transferred from the JPMCC 2007-C1 Master Servicer to the JPMCC 2007-C1 Special Servicer). Accordingly, in its capacity as the Special Servicer under the Pooling and Servicing Agreement, the Special Servicer will not be entitled to receive any special servicing compensation for the Block at Orange Loan and the Westin Portfolio Loan. Only the JPMCC 2007-C1 Special Servicer will be entitled to special servicing compensation on the Block at Orange Loan and the Westin Portfolio Loan.

The ‘‘Special Servicing Fee’’ will accrue with respect to each Specially Serviced Mortgage Loan at a rate equal to 0.25% per annum (the ‘‘Special Servicing Fee Rate’’) calculated on the basis of

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the Stated Principal Balance of the related Specially Serviced Mortgage Loans and in the same manner as interest is calculated on the Specially Serviced Mortgage Loans, and will be payable monthly, first from Liquidation Proceeds and Insurance and Condemnation Proceeds with respect to such Specially Serviced Mortgage Loan and then from general collections on all the mortgage loans and any REO Properties in the trust fund. The Block at Orange Whole Loan and the Westin Portfolio Whole Loan will be subject to a special servicing fee pursuant to the JPMCC 2007-C1 Pooling and Servicing Agreement, which will accrue at a rate equal to 0.25% per annum.

The ‘‘Workout Fee’’ will generally be payable with respect to each Corrected Mortgage Loan and will be calculated by application of a ‘‘Workout Fee Rate’’ of 1.00% to each collection of interest and principal (including scheduled payments, prepayments, balloon payments, and payments at maturity) received on the respective mortgage loan for so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if the Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan but will become payable again if and when the mortgage loan again becomes a Corrected Mortgage Loan. The Block at Orange Whole Loan and the Westin Portfolio Whole Loan will be subject to a workout fee pursuant to the JPMCC 2007-C1 Pooling and Servicing Agreement, which will accrue at a rate equal to 1.00% per annum.

If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable with respect to a mortgage loan that became a Corrected Mortgage Loan during the period that it acted as Special Servicer and remained a Corrected Mortgage Loan at the time of that termination or resignation, but such fee will cease to be payable if the Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan. The successor special servicer will not be entitled to any portion of those Workout Fees. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Mortgage Loans for which the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Mortgage Loan solely because the borrower had not made three consecutive timely Periodic Payments and which subsequently becomes a Corrected Mortgage Loan as a result of the borrower making such three consecutive timely Periodic Payments.

A ‘‘Liquidation Fee’’ will be payable with respect to each Specially Serviced Mortgage Loan as to which the Special Servicer obtains a full or discounted payoff (or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) from the related borrower and, except as otherwise described below, with respect to any Specially Serviced Mortgage Loan or REO Property as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds. The Liquidation Fee for each Specially Serviced Mortgage Loan will be payable from, and will be calculated by application of a ‘‘Liquidation Fee Rate’’ of 1.00% to the related payment or proceeds. Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based upon, or out of, Liquidation Proceeds received in connection with (i) the repurchase of any mortgage loan by a Mortgage Loan Seller for a breach of representation or warranty or for defective or deficient mortgage loan documentation within the time period (or extension thereof) provided for such repurchase, (ii) the purchase of any Specially Serviced Mortgage Loan by the majority holder of the Controlling Class or the Special Servicer, except for purchases by an unaffiliated assignee of the majority Controlling Class Certificateholder or the Special Servicer (which assignment was for no material consideration) that purchases such Specially Serviced Mortgage Loan more than 90 days after the Special Servicer’s initial determination of the fair value of such Specially Serviced Mortgage Loan (or with respect to (A) AB Mortgage Loan, the holder of the related AB Subordinate Companion Loan or (B) a mortgage loan that is subject to mezzanine indebtedness, the holder of the related mezzanine loan, in either case, within the 90 days following the date that such option to purchase the related mortgage loan first becomes exercisable), or (iii) the purchase of all of the mortgage loans and REO Properties in connection with an optional

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termination of the trust fund. The Block at Orange Whole Loan and the Westin Portfolio Whole Loan will be subject to a liquidation fee pursuant to the JPMCC 2007-C1 Pooling and Servicing Agreement, which will accrue at a comparable rate per annum. The Special Servicer may not receive a Workout Fee and a Liquidation Fee with respect to the same proceeds collected on a mortgage loan.

Any Liquidation Fees in respect of a Serviced Whole Loan will be payable out of, and based on, collections on the related Serviced Whole Loan.

The Special Servicer will also be entitled to additional servicing compensation in the form of all application fees with respect to assumptions, assumption fees, extensions and modifications and all defeasance fees, in each case, received with respect to the Specially Serviced Mortgage Loans, and a specified percentage of all application, assumption, extension, material modification, waiver, consent and earnout fees received with respect to all mortgage loans (except for the Non-Serviced Mortgage Loans) that are not Specially Serviced Mortgage Loans and for which the Special Servicer’s consent or approval is required. The Special Servicer will also be entitled to late payment charges and default interest paid by the borrowers and collected while the related mortgage loans were Specially Serviced Mortgage Loans and that are not needed to pay interest on Advances or certain additional trust fund expenses with respect to the related mortgage loan since the Closing Date.

Although the Master Servicers and the Special Servicer are each required to service and administer the pool of mortgage loans in accordance with the Servicing Standards above and, accordingly, without regard to their rights to receive compensation under the Pooling and Servicing Agreement, additional servicing compensation in the nature of assumption and modification fees may under certain circumstances provide the Master Servicers or the Special Servicer, as the case may be, with an economic disincentive to comply with this standard.

As and to the extent described in this prospectus supplement under ‘‘Description of the Certificates—Advances,’’ the Master Servicers, the Trustee and the Special Servicer, as applicable, will be entitled to receive interest on Advances, which will be paid contemporaneously with the reimbursement of the related Advance.

Each of the Master Servicers and the Special Servicer will be required to pay its overhead and any general and administrative expenses incurred by it in connection with its servicing activities under the Pooling and Servicing Agreement. None of the Master Servicers or the Special Servicer will be entitled to reimbursement for any expenses incurred by it except as expressly provided in the Pooling and Servicing Agreement. The Master Servicers, or the Special Servicer, as applicable, will be responsible for all fees payable to any sub-servicers. See ‘‘Description of the Certificates— Distributions—Method, Timing and Amount’’ in this prospectus supplement and ‘‘Description of the Pooling Agreements—Certificate Account’’ and ‘‘—Servicing Compensation and Payment of Expenses’’ in the prospectus.

If a borrower prepays a mortgage loan, in whole or in part, after the due date but on or before the Determination Date in any calendar month, the amount of interest (net of related Servicing Fees) accrued on such prepayment from such due date to, but not including, the date of prepayment (or any later date through which interest accrues) will, to the extent actually collected, constitute a ‘‘Prepayment Interest Excess.’’ Conversely, if a borrower prepays a mortgage loan, in whole or in part, after the Determination Date (or, with respect to each mortgage loan with a due date occurring after the related Determination Date, the related due date) in any calendar month and does not pay interest on such prepayment through the following due date, then the shortfall in a full month’s interest (net of related Servicing Fees) on such prepayment will constitute a ‘‘Prepayment Interest Shortfall.’’ Prepayment Interest Excesses (to the extent not offset by Prepayment Interest Shortfalls) collected on the mortgage loans will be retained by the Master Servicers as additional servicing compensation.

The applicable Master Servicer will be required to deliver to the Paying Agent for deposit in the Distribution Account on each Master Servicer Remittance Date, without any right of

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reimbursement thereafter, a cash payment (a ‘‘Compensating Interest Payment’’) in an amount equal to the lesser of (i) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the mortgage loans (other than a Specially Serviced Mortgage Loan or a mortgage loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) it services for the related Distribution Date, and (ii) the aggregate of (A) that portion of its Servicing Fees for the related Distribution Date that is, in the case of each and every mortgage loan and REO Loan for which such Servicing Fees are being paid in such Due Period, calculated at 0.01% per annum, and (B) all Prepayment Interest Excesses received in respect of the mortgage loans it services for the related Distribution Date by such Master Servicer during such Due Period with respect to the related mortgage loans and related Companion Loan it services subject to such prepayment. If a Prepayment Interest Shortfall occurs as a result of the applicable Master Servicer’s allowing the related borrower to deviate from the terms of the related mortgage loan documents regarding principal prepayments (other than (X) subsequent to a default under the related mortgage loan documents, (Y) pursuant to applicable law or a court order, or (Z) at the request or with the consent of the Directing Certificateholder or the Special Servicer), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the amount in clause (ii) above will be the aggregate of (A) all Servicing Fees for such Due Period earned by that Master Servicer, (B) all Prepayment Interest Excesses with respect to that Master Servicer and (C) to the extent earned on principal prepayments, net investment earnings payable to the Master Servicer for such Due Period received by that Master Servicer during such Due Period with respect to the mortgage loan subject to such prepayment. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.

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 Description of the Certificates 

General

The Certificates will be issued pursuant to a pooling and servicing agreement, among the Depositor, the Master Servicers, the Special Servicer, the Trustee and the Paying Agent (the ‘‘Pooling and Servicing Agreement’’) and will represent in the aggregate the entire beneficial ownership interest in J.P. Morgan Chase Commercial Mortgage Securities Trust 2008-C2, which will be a trust fund consisting of: (1) the mortgage loans and all payments under and proceeds of the mortgage loans received after the Cut-off Date (exclusive of payments of principal and/or interest due on or before the Cut-off Date and interest relating to periods prior to, but due after, the Cut-off Date); (2) any REO Property but, in the case of any mortgage loan with a split loan structure, only to the extent of the trust fund’s interest therein; (3) those funds or assets as from time to time are deposited in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Floating Rate Accounts or the REO Account, if established; (4) the rights of the mortgagee under all insurance policies with respect to its mortgage loans; (5) certain rights of the Depositor under the Purchase Agreements relating to mortgage loan document delivery requirements and the representations and warranties of each Mortgage Loan Seller regarding the mortgage loans it sold to the Depositor; and (6) the Swap Contract for the benefit of the Class A-4FL Certificates (the ‘‘Swap Contract’’).

The Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2008-C2 (the ‘‘Certificates’’) will consist of the following classes (each, a ‘‘Class’’): the Class A-1, Class A-2, Class A-3, Class A-4, Class A-4FL, Class A-SB and Class A-1A Certificates (collectively, the ‘‘Class A Certificates’’), the Class X Certificates and the Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T, Class NR, Class R and Class LR Certificates. The Class A Certificates and the Class X Certificates are referred to collectively in this prospectus supplement as the ‘‘Senior Certificates.’’ The Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates are referred to collectively in this prospectus supplement as the ‘‘Subordinate Certificates.’’ The Class A-M and Class A-J Certificates are referred to in this prospectus supplement as the ‘‘Subordinate Offered Certificates.’’ The Class R and Class LR Certificates are referred to collectively in this prospectus supplement as the ‘‘Residual Certificates.’’

Only the Class A-1, Class A-2, Class A-3, Class A-4, Class A-4FL, Class A-SB, Class A-1A, Class A-M, Class A-J and Class X Certificates are offered hereby (collectively, the ‘‘Offered Certificates’’). The Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T, Class NR, Class R and Class LR Certificates (collectively, the ‘‘Non-Offered Certificates’’) have not been registered under the Securities Act of 1933, as amended, and are not offered hereby.

On the Closing Date, the ‘‘Class A-4FL Regular Interest’’ will also be issued by the trust as an uncertificated regular interest in one of the REMICs. The Class A-4FL Regular Interest is not offered by this prospectus supplement. The Depositor will transfer the Class A-4FL Regular Interest to the trust in exchange for the Class A-4FL Certificates. The Class A-4FL Certificates will represent all of the beneficial ownership interest in the portion of the trust that consists of the Class A-4FL Regular Interest, the Floating Rate Account and the Swap Contract.

The ‘‘Certificate Balance’’ of any Class of Certificates (other than the Class A-4FL and Class X Certificates and Residual Certificates) and the Class A-4FL Regular Interest (and correspondingly the Class A-4FL Certificates) outstanding at any time represents the maximum amount that its holders are entitled to receive as distributions allocable to principal from the cash flow on the mortgage loans and the other assets in the trust fund. On each Distribution Date, the Certificate Balance of each Class of Certificates (other than the Class A-4FL and Class X Certificates and Residual Certificates) and the Class A-4FL Regular Interest (and correspondingly the Class A-4FL Certificates) will be reduced by any distributions of principal actually made on, and any Collateral

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Support Deficit actually allocated to, that Class of Certificates (other than the Class X Certificates and Residual Certificates) on that Distribution Date. With respect to any Class of Certificates (other than the Class A-4FL Certificates) or the Class A-4FL Regular Interest that has unreimbursed Collateral Support Deficit allocated to such Class, the Certificate Balance of such Class may be increased by the amount of any recoveries of Nonrecoverable Advances, up to the unreimbursed Collateral Support Deficit for such Class, allocated in accordance with the distribution priorities described under ‘‘—Distributions—Priority’’ below. The initial Certificate Balance or Notional Balance of each Class of Offered Certificates is expected to be the balance set forth on the cover of this prospectus supplement. The Class X Certificates and the Residual Certificates will not have Certificate Balances or entitle their holders to distributions of principal.

The Certificate Balance of the Class A-4FL Certificates will be reduced or increased on each Distribution Date in an amount corresponding to any such reduction or increase in the Certificate Balance of the Class A-4FL Regular Interest. The initial Certificate Balance of the Class A-4FL Certificates will be equal to the initial Certificate Balance of the Class A-4FL Regular Interest, which is expected to be the balance set forth on the cover of this prospectus supplement.

The Class X Certificates will not have a Certificate Balance, but will represent the right to receive distributions of interest in an amount equal to the aggregate interest accrued on their notional amount (‘‘Notional Amount’’). The Notional Amount of the Class X Certificates will equal the aggregate of the Certificate Balances of each Class of Certificates (other than the Class A-4FL and Class X Certificates and the Residual Certificates) (the ‘‘Principal Balance Certificates’’) and the Class A-4FL Regular Interest, outstanding from time to time. The initial Notional Amount of the Class X Certificates will be approximately $1,165,893,035.

The Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates will have an aggregate initial Certificate Balance of approximately $171,970,035.

The Offered Certificates (other than the Class A-4FL and Class X Certificates) will be maintained and transferred in book-entry form and issued in denominations of $10,000 initial Certificate Balance, and integral multiples of $1 in excess of that amount. The Class A-4FL Certificates will be maintained and transferred in book-entry form and will be offered in minimum denominations of $100,000 initial Certificate Balance. The Class X Certificates will be issued, maintained and transferred only in minimum denominations of authorized initial Notional Amount of not less than $1,000,000, and in integral multiples of $1 in excess thereof. The ‘‘Percentage Interest’’ evidenced by any Certificate (other than the Residual Certificates) is equal to its initial denomination as of the Closing Date, divided by the initial Certificate Balance or Notional Amount of the Class to which it belongs.

The Offered Certificates will initially be represented by one or more global certificates registered in the name of the nominee of The Depository Trust Company (‘‘DTC’’). The Depositor has been informed by DTC that DTC’s nominee will be Cede & Co. No person acquiring an interest in the Offered Certificates (this person, a ‘‘Certificate Owner’’) will be entitled to receive an Offered Certificate in fully registered, certificated form, a definitive certificate, representing its interest in that Class, except as set forth under ‘‘—Book-Entry Registration and Definitive Certificates’’ below. Unless and until definitive certificates are issued, all references to actions by holders of the Offered Certificates will refer to actions taken by DTC upon instructions received from Certificate Owners through its participating organizations (together with Clearstream Banking, société anonyme (‘‘Clearstream’’) and Euroclear Bank, as operator of the Euroclear System (‘‘Euroclear’’) participating organizations, the ‘‘Participants’’), and all references in this prospectus supplement to payments, notices, reports and statements to holders of the Offered Certificates will refer to payments, notices, reports and statements to DTC or Cede & Co., as the registered holder of the Offered Certificates, for distribution to Certificate Owners through DTC and its Participants in accordance with DTC procedures. See ‘‘Description of the Certificates—Book-Entry Registration and Definitive Certificates’’ in the prospectus.

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Until definitive certificates are issued, interests in any Class of Offered Certificates will be transferred on the book-entry records of DTC and its Participants.

Book-Entry Registration and Definitive Certificates

General.    Certificate Owners may hold their Certificates through DTC (in the United States) or Clearstream or Euroclear (in Europe) if they are Participants in that system, or indirectly through organizations that are Participants in those systems. Clearstream and Euroclear will hold omnibus positions on behalf of the Clearstream Participants and the Euroclear Participants, respectively, through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositories (collectively, the ‘‘Depositories’’) which in turn will hold those positions in customers’ securities accounts in the Depositories’ names on the books of DTC. DTC is a limited purpose trust company organized under the New York Banking Law, a ‘‘banking organization’’ 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 Section 17A of the Securities Exchange Act of 1934, as amended. DTC was created to hold securities for its Participants and to facilitate the clearance and settlement of securities transactions between Participants through electronic computerized book-entries, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations (‘‘Direct Participants’’). Indirect access to the DTC system also is available to others (such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant), either directly or indirectly (‘‘Indirect Participants’’). Transfers between DTC Participants will occur in accordance with DTC rules.

Transfers between Clearstream Participants and Euroclear Participants 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 Paying Agent 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 Paying Agent 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 ‘‘—Reports to Certificateholders; Certain Available Information’’ below, Certificate Owners will not be recognized by the Trustee, the

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Paying Agent, the Special Servicer or the Master Servicers 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 and Servicing 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.

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.

None of the Depositor, the Underwriters, the Master Servicers, the Special Servicer, the Trustee or the Paying Agent will have any liability for any actions taken by DTC, Euroclear or Clearstream, their respective Direct or Indirect Participants or their nominees, including, without limitation, actions for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Offered Certificates held by Cede & Co., as nominee for DTC, or for maintaining, supervising or reviewing any records relating to that beneficial ownership interest. The information in this prospectus supplement concerning DTC, Clearstream and Euroclear and their book-entry systems has been obtained from sources believed to be reliable, but the Depositor takes no responsibility for the accuracy or completeness of the information.

Definitive Certificates.    Definitive certificates will be issued to Certificate Owners or their nominees, respectively, rather than to DTC or its nominee, only under the limited conditions set forth under ‘‘Description of the Certificates—Book-Entry Registration and Definitive Certificates’’ in the prospectus.

Upon the occurrence of certain events, as described in the prospectus in the second to last paragraph under ‘‘Description of the Certificates—Book-Entry Registration and Definitive Certificates,’’ the Paying Agent is required to notify, through DTC, Direct Participants who have ownership of Offered Certificates as indicated on the records of DTC of the availability of definitive certificates. Upon surrender by DTC of the global certificates representing the Offered Certificates and upon receipt of instructions from DTC for re-registration, the Paying Agent will reissue the Offered Certificates as definitive certificates issued in the respective Certificate Balances or Notional Amount, as applicable, owned by individual Certificate Owners, and thereafter the Trustee, the Paying Agent, the Special Servicer and the Master Servicers will recognize the holders of those definitive certificates as Certificateholders under the Pooling and Servicing Agreement.

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For additional information regarding DTC and Certificates maintained on the book-entry records of DTC, see ‘‘Description of the Certificates—Book-Entry Registration and Definitive Certificates’’ in the prospectus.

Distributions

Method, Timing and Amount.    Distributions on the Certificates are required to be made by the Paying Agent, to the extent of available funds, on the 12th day of each month or, if the 12th day is not a business day, then on the next succeeding business day, commencing in June 2008 (each, a ‘‘Distribution Date’’). The ‘‘Determination Date’’ for any Distribution Date will be the fourth business day prior to the related Distribution Date. All distributions (other than the final distribution on any Certificate) are required to be made to the Certificateholders in whose names the Certificates are registered at the close of business on each Record Date. With respect to any Distribution Date, the ‘‘Record Date’’ will be the last business day of the month preceding the month in which that Distribution Date occurs. These distributions are required to be made by wire transfer in immediately available funds to the account specified by the Certificateholder at a bank or other entity having appropriate facilities therefor, if the Certificateholder has provided the Paying Agent with written wiring instructions no less than five business days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions) or otherwise by check mailed to the Certificateholder. The final distribution on any Certificate is required to be made in like manner, but only upon presentation and surrender of the Certificate at the location that will be specified in a notice of the pendency of the final distribution. All distributions made with respect to a Class of Certificates will be allocated pro rata among the outstanding Certificates of that Class based on their respective Percentage Interests.

The amount allocated to the Class A-4FL Regular Interest due to the Swap Counterparty under the Swap Contract with respect to each Distribution Date will be deposited into the Floating Rate Account on the business day prior to the Distribution Date. In addition, amounts payable to the trust by the Swap Counterparty under the Swap Contract with respect to the Distribution Date will be deposited into the Floating Rate Account. See ‘‘Description of the Swap Contract’’ in this prospectus supplement.

Each Master Servicer is required to establish and maintain, or cause to be established and maintained, one or more accounts (collectively, the ‘‘Certificate Account’’) as described in the Pooling and Servicing Agreement. Each Master Servicer is required to deposit in the Certificate Account on a daily basis (and in no event later than the business day following receipt in available funds) all payments and collections due after the Cut-off Date and other amounts received or advanced with respect to the mortgage loans for which it is acting as Master Servicer (including, without limitation, 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 (the ‘‘Insurance and Condemnation Proceeds’’) and other amounts received and retained in connection with the liquidation of defaulted mortgage loans or property acquired by foreclosure or otherwise (the ‘‘Liquidation Proceeds’’)), and will be permitted to make withdrawals therefrom as set forth in the Pooling and Servicing Agreement. Notwithstanding the foregoing, the collections on the Serviced Mortgage Loans and the Non-Serviced Mortgage Loans will be limited to the portion of such amounts that are payable to the holder of the mortgage loan included in the trust pursuant to the related intercreditor agreement.

The Paying Agent is required to establish and maintain accounts (the ‘‘Upper-Tier Distribution Account’’ and the ‘‘Lower-Tier Distribution Account’’, each of which may be sub-accounts of a single account (collectively, the ‘‘Distribution Account’’)), in the name of the Trustee and for the benefit of the Certificateholders. On each Distribution Date, the Paying Agent is required to apply amounts on deposit in the Upper-Tier Distribution Account (which will include all funds that were remitted by each Master Servicer from the Certificate Account plus, among other things, any P&I Advances less amounts, if any, distributable to the Class LR

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Certificates as set forth in the Pooling and Servicing Agreement) generally to make distributions of interest and principal from the Available Distribution Amount to the Certificateholders (other than the Holders of the Class A-4FL Certificates) and the Class A-4FL Regular Interest as described in this prospectus supplement. Each of the Certificate Account and the Distribution Account will conform to certain eligibility requirements set forth in the Pooling and Servicing Agreement.

The Paying Agent is required to establish and maintain an ‘‘Interest Reserve Account,’’ which may be a sub-account of the Distribution Account, in the name of the Trustee for the benefit of the holders of the Certificates. On the Master Servicer Remittance Date occurring each February and on any Master Servicer Remittance Date occurring in any January which occurs in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), the Paying Agent will be required to deposit amounts remitted by each Master Servicer or P&I Advances made on the related mortgage loans into the Interest Reserve Account during the related interest period, in respect of the mortgage loans that accrue interest on an Actual/360 Basis (collectively, the ‘‘Withheld Loans’’), in an amount equal to one day’s interest at the Net Mortgage Rate for each Withheld Loan on its Stated Principal Balance as of the Distribution Date in the month preceding the month in which the Master Servicer Remittance Date occurs, to the extent a Periodic Payment or P&I Advance is made in respect of the mortgage loans (all amounts so deposited in any consecutive January (if applicable) and February, ‘‘Withheld Amounts’’). On the Master Servicer Remittance Date occurring each March (or February, if the related Distribution Date is the final Distribution Date), the Paying Agent will be required to withdraw from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January (if applicable) and February, if any, and deposit that amount into the Lower-Tier Distribution Account.

The Paying Agent is required to establish and maintain an account (the ‘‘Gain-on-Sale Reserve Account’’), which may be a sub-account of the Distribution Account, in the name of the Trustee on behalf of the Certificateholders. To the extent that gains realized on sales of Mortgaged Properties, if any, are not used to offset Collateral Support Deficits previously allocated to the Certificates, such gains will be held and applied to offset future Collateral Support Deficits, if any.

The Paying Agent is required to establish and maintain the ‘‘Floating Rate Account,’’ which may be a sub-account of the Distribution Account, in the name of the Trustee for the benefit of the holders of the Class A-4FL Certificates. Promptly upon receipt of any payment or other receipt in respect of the Class A-4FL Regular Interest or the Swap Contract, the Paying Agent will be required to deposit the same into the Floating Rate Account. See ‘‘Description of the Swap Contract’’ in this prospectus supplement.

Each Master Servicer is authorized but not required to direct the investment of funds held in the Certificate Account in U.S. government securities and other obligations that are acceptable to each of the Rating Agencies (‘‘Permitted Investments’’). Each Master Servicer will be entitled to retain any interest or other income earned on such funds and such Master Servicer will be required to bear any losses resulting from the investment of such funds, as provided in the Pooling and Servicing Agreement. The Paying Agent is authorized but not required to direct the investment of funds held in the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account in Permitted Investments. The Paying Agent will be entitled to retain any interest or other income earned on such funds and the Paying Agent will be required to bear any losses resulting from the investment of such funds, as provided in the Pooling and Servicing Agreement.

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The aggregate amount available for distribution to Certificateholders (other than the holders of the Class A-4FL Certificates) and the Class  A-4FL Regular Interest (and thus to the holders of the Class A-4FL Certificates to the extent described in this prospectus supplement) on each Distribution Date (the ‘‘Available Distribution Amount’’) will, in general, equal the sum of the following amounts (without duplication):

(x)    the total amount of all cash received on the mortgage loans and any REO Properties that is on deposit in the Certificate Account, the Lower-Tier Distribution Account and, without duplication, the REO Account (and with respect to the Non-Serviced Mortgage Loans, only to the extent received by the Paying Agent pursuant to the related pooling and servicing agreement and/or the related intercreditor agreement), as of the Master Servicer Remittance Date, exclusive of (without duplication):

(1)    all scheduled payments of principal and/or interest (the ‘‘Periodic Payments’’) and balloon payments collected but due on a due date subsequent to the related Due Period, excluding interest relating to periods prior to, but due after, the Cut-off Date;

(2)    all unscheduled payments of principal (including prepayments), unscheduled interest, Liquidation Proceeds, Insurance and Condemnation Proceeds and other unscheduled recoveries received subsequent to the related Determination Date (or, with respect to voluntary prepayments of principal of each mortgage loan with a due date occurring after the related Determination Date, subsequent to the related due date);

(3)    all amounts in the Certificate Account that are due or reimbursable to any person other than the Certificateholders;

(4)    with respect to each Withheld Loan and any Distribution Date occurring in each February and in any January occurring in a year that is not a leap year (unless such Distribution Date is the final Distribution Date), the related Withheld Amount to the extent those funds are on deposit in the Certificate Account;

(5)    all Yield Maintenance Charges;

(6)    all amounts deposited in the Certificate Account, the Lower-Tier Distribution Account and, without duplication, the REO Account in error; and

(7)    any accrued interest on a mortgage loan allocable to the default interest rate for such mortgage loan, to the extent permitted by law, as more particularly defined in the related mortgage loan documents, excluding any interest calculated at the Mortgage Rate for the related mortgage loan;

(y)    all P&I Advances made by each Master Servicer or the Trustee, as applicable, with respect to the Distribution Date (net of certain amounts that are due or reimbursable to persons other than the Certificateholders). See ‘‘Description of the Pooling Agreements—Certificate Account’’ in the prospectus; and

(z)    with respect to the Distribution Date occurring in each March (or February, if such Distribution Date is the final Distribution Date), the related Withheld Amounts required to be deposited in the Lower-Tier Distribution Account pursuant to the Pooling and Servicing Agreement.

The aggregate amount available for distributions to the holders of the Class A-4FL Certificates on each Distribution Date (the ‘‘Class A-4FL Available Funds’’) will equal the sum of (i) the total amount of all principal and/or interest distributions on or in respect of the Class A-4FL Regular Interest with respect to the Distribution Date and (ii) the amounts, if any, received from the Swap Counterparty pursuant to the Swap Contract for the Distribution Date, less (iii) all amounts required to be paid to the Swap Counterparty pursuant to the Swap Contract for the Distribution Date. See ‘‘Description of the Swap Contract’’ in this prospectus supplement.

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The ‘‘Due Period’’ for each Distribution Date and any mortgage loan will be the period commencing on the day immediately following the Due Date for the mortgage loan in the month preceding the month in which that Distribution Date occurs or the date that would have been the Due Date if the mortgage loan had a Due Date in such preceding month and ending on and including the due date for the mortgage loan in the month in which that Distribution Date occurs.

Notwithstanding the foregoing, 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 the related Due Period on the business day immediately following that day will be deemed to have been received during that Due Period and not during any other Due Period.

Priority.    On each Distribution Date, for so long as the Certificate Balances or Notional Amount of the Certificates (other than the Residual Certificates and the Class A-4FL Certificates) or the Class A-4FL Regular Interest have not been reduced to zero, the Paying Agent is required to apply amounts on deposit in the Upper-Tier Distribution Account, to the extent of the Available Distribution Amount, in the following order of priority:

First, to pay interest, concurrently: (i) on the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates and the Class A-4FL Regular Interest, pro rata, from the portion of the Available Distribution Amount for such Distribution Date attributable to mortgage loans in Loan Group 1 up to an amount equal to the aggregate Interest Distribution Amount for those Classes; (ii) on the Class A-1A Certificates from the portion of the Available Distribution Amount for such Distribution Date attributable to mortgage loans in Loan Group 2 up to an amount equal to the aggregate Interest Distribution Amount for such Class; and (iii) on the Class X Certificates, pro rata, from the portion of the Available Distribution Amount for such Distribution Date up to an amount equal to the aggregate Interest Distribution Amount for such Class, without regard to Loan Group, in each case based upon their respective entitlements to interest for that Distribution Date; provided, however, on any Distribution Date where the Available Distribution Amount (or applicable portion of the Available Distribution Amount) is not sufficient to make distributions in full to the related Classes as described above, the Available Distribution Amount will be allocated among the above Classes without regard to Loan Group, pro rata, in accordance with the respective amounts of Distributable Certificate Interest in respect of such Classes on such Distribution Date, in an amount equal to all Interest Distribution Amounts in respect of each such Class for such Distribution Date;

Second, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A Certificates and the Class A-4FL Regular Interest in reduction of the Certificate Balances of those Classes, concurrently: (i) (A) first, to the Class A-SB Certificates, in an amount equal to the Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments specified in clause (ii) below have been made on such Distribution Date, until the Certificate Balance of the Class A-SB Certificates is reduced to the Class A-SB Planned Principal Balance, (B) then, to the Class A-1 Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after payments specified in clause (i)(A) above have been made) for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments specified in clause (i)(A) above and clause (ii) below have been made on such Distribution Date, until the Certificate Balance of the Class A-1 Certificates is reduced to zero, (C) then, to the Class A-2 Certificates in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (i)(A) and (B) above have been made) for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments specified in clauses (i)(A) and (B) above and clause (ii) below have been made on such Distribution Date, until the Certificate Balance of the Class A-2 Certificates is reduced to zero, (D) then, to the Class A-3 Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after payments

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specified in clauses (i)(A), (B) and (C) above have been made) for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments specified in clauses (i)(A), (B) and (C) above and clause (ii) below have been made on such Distribution Date, until the Certificate Balance of the Class A-3 Certificates is reduced to zero, (E) then, to the Class A-4 Certificates and the Class A-4FL Regular Interest, pro rata, in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (i)(A), (B), (C) and (D) above have been made) for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments specified in clauses (i)(A), (B), (C) and (D) above and clause (ii) below have been made on such Distribution Date, until the Certificate Balances of the Class A-4 Certificates and the Class A-4FL Regular Interest are reduced to zero, (F) then, to the Class A-SB Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (i)(A), (B), (C), (D) and (E) above have been made) for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments specified in clauses (i)(A), (B), (C), (D) and (E) above and clause (ii) below have been made on such Distribution Date, until the Certificate Balance of the Class A-SB Certificates is reduced to zero, and (ii) to the Class A-1A Certificates, in an amount equal to the Group 2 Principal Distribution Amount and, after the Certificate Balances of the Class A-4 and Class A-SB Certificates and the Class A-4FL Regular Interest have been reduced to zero, the Group 1 Principal Distribution Amount remaining after payments specified in clauses (i)(A), (B), (C), (D), (E) and (F) above have been made on such Distribution Date, until the Class A-1A Certificates are reduced to zero;

Third, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A Certificates and the Class A-4FL Regular Interest, pro rata (based upon the aggregate unreimbursed Collateral Support Deficit allocated to each Class), until all amounts of Collateral Support Deficit previously allocated to those Classes, but not previously reimbursed, have been reimbursed in full;

Fourth, to the Class A-M Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that Class;

Fifth, following reduction of the Certificate Balances of the Class A Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest to zero, to the Class A-M Certificates, in reduction of their Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest on that Distribution Date), until the Certificate Balance of the Class A-M Certificates is reduced to zero;

Sixth, to the Class A-M Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class A-M Certificates, but not previously reimbursed, have been reimbursed in full;

Seventh, to the Class A-J Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that Class;

Eighth, following reduction of the Certificate Balances of the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, and Class A-M Certificates to zero, to the Class A-J Certificates, in reduction of their Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, and Class A-M Certificates on that Distribution Date), until the Certificate Balance of the Class A-J Certificates is reduced to zero;

Ninth, to the Class A-J Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class A-J Certificates, but not previously reimbursed, have been reimbursed in full;

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Tenth, to the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that Class;

Eleventh, following reduction of the Certificate Balances of the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates and Class A-J Certificates to zero, to the Class B Certificates, in reduction of their Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates and Class A-J Certificates on that Distribution Date), until the Certificate Balance of the Class B Certificates is reduced to zero;

Twelfth, to the Class B Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class B Certificates, but not previously reimbursed, have been reimbursed in full;

Thirteenth, to the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that Class;

Fourteenth, following reduction of the Certificate Balances of the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates and Class B Certificates to zero, to the Class C Certificates, in reduction of their Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates and Class B Certificates on that Distribution Date), until the Certificate Balance of the Class C Certificates is reduced to zero;

Fifteenth, to the Class C Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class C Certificates, but not previously reimbursed, have been reimbursed in full;

Sixteenth, to the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that Class;

Seventeenth, following reduction of the Certificate Balances of the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates and Class C Certificates to zero, to the Class D Certificates, in reduction of their Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates and Class C Certificates on that Distribution Date), until the Certificate Balance of the Class D Certificates is reduced to zero;

Eighteenth, to the Class D Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class D Certificates, but not previously reimbursed, have been reimbursed in full;

Nineteenth, to the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that Class;

Twentieth, following reduction of the Certificate Balances of the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates and Class D Certificates to zero, to the Class E Certificates, in reduction of their Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates and Class D Certificates on that Distribution Date), until the Certificate Balance of the Class E Certificates is reduced to zero;

Twenty-first, to the Class E Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class E Certificates, but not previously reimbursed, have been reimbursed in full;

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Twenty-second, to the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that Class;

Twenty-third, following reduction of the Certificate Balances of the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates and Class E Certificates to zero, to the Class F Certificates, in reduction of their Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates and Class E Certificates on that Distribution Date), until the Certificate Balance of the Class F Certificates is reduced to zero;

Twenty-fourth, to the Class F Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class F Certificates, but not previously reimbursed, have been reimbursed in full;

Twenty-fifth, to the Class G Certificates, in respect of interest up to an amount equal to the Interest Distribution Amount for that Class;

Twenty-sixth, following reduction of the Certificate Balances of the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates and Class F Certificates to zero, to the Class G Certificates, in reduction of their Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates and Class F Certificates on that Distribution Date), until the Certificate Balance of the Class G Certificates is reduced to zero;

Twenty-seventh, to the Class G Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class G Certificates, but not previously reimbursed, have been reimbursed in full;

Twenty-eighth, to the Class H Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that Class;

Twenty-ninth, following reduction of the Certificate Balances of the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates and Class G Certificates to zero, to the Class H Certificates, in reduction of their Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates and Class G Certificates on that Distribution Date), until the Certificate Balance of the Class H Certificates is reduced to zero;

Thirtieth, to the Class H Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class H Certificates, but not previously reimbursed, have been reimbursed in full;

Thirty-first, first, to the Class J Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that Class;

Thirty-second, following reduction of the Certificate Balances of the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates and Class H Certificates to zero, to the Class J Certificates, in reduction of their Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates,

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Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates and Class H Certificates on that Distribution Date), until the Certificate Balance of the Class J Certificates is reduced to zero;

Thirty-third, to the Class J Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class J Certificates, but not previously reimbursed, have been reimbursed in full;

Thirty-fourth, to the Class K Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that Class;

Thirty-fifth, following reduction of the Certificate Balances of the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates, Class H Certificates and Class J Certificates to zero, to the Class K Certificates, in reduction of their Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates, Class H Certificates and Class J Certificates on that Distribution Date), until the Certificate Balance of the Class K Certificates is reduced to zero;

Thirty-sixth, to the Class K Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class K Certificates, but not previously reimbursed, have been reimbursed in full;

Thirty-seventh, to the Class L Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that Class;

Thirty-eighth, following reduction of the Certificate Balances of the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates, Class H Certificates, Class J Certificates and Class K Certificates to zero, to the Class L Certificates, in reduction of their Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates, Class H Certificates, Class J Certificates and Class K Certificates on that Distribution Date), until the Certificate Balance of the Class L Certificates is reduced to zero;

Thirty-ninth, to the Class L Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class L Certificates, but not previously reimbursed, have been reimbursed in full;

Fortieth, to the Class M Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that Class;

Forty-first, following reduction of the Certificate Balances of the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates, Class H Certificates, Class J Certificates, Class K Certificates and Class L Certificates to zero, to the Class M Certificates, in reduction of their Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates, Class H Certificates, Class J Certificates, Class K Certificates and Class L Certificates on that Distribution Date), until the Certificate Balance of the Class M Certificates is reduced to zero;

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Forty-second, to the Class M Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class M Certificates, but not previously reimbursed, have been reimbursed in full;

Forty-third, to the Class N Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that Class;

Forty-fourth, following reduction of the Certificate Balances of the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates, Class H Certificates, Class J Certificates, Class K Certificates, Class L Certificates and Class M Certificates to zero, to the Class N Certificates, in reduction of their Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates, Class H Certificates, Class J Certificates, Class K Certificates, Class L Certificates and Class M Certificates on that Distribution Date), until the Certificate Balance of the Class N Certificates is reduced to zero;

Forty-fifth, to the Class N Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class N Certificates, but not previously reimbursed, have been reimbursed in full;

Forty-sixth, to the Class P Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that Class;

Forty-seventh, following reduction of the Certificate Balances of the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates, Class H Certificates, Class J Certificates, Class K Certificates, Class L Certificates, Class M Certificates and Class N Certificates to zero, to the Class P Certificates, in reduction of their Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates, Class H Certificates, Class J Certificates, Class K Certificates, Class L Certificates, Class M Certificates and Class N Certificates on that Distribution Date), until the Certificate Balance of the Class P Certificates is reduced to zero;

Forty-eighth, to the Class P Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class P Certificates, but not previously reimbursed, have been reimbursed in full;

Forty-ninth, to the Class Q Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that Class;

Fiftieth, following reduction of the Certificate Balances of the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates, Class H Certificates, Class J Certificates, Class K Certificates, Class L Certificates, Class M Certificates, Class N Certificates and Class P Certificates to zero, to the Class Q Certificates, in reduction of their Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates, Class H Certificates, Class J Certificates, Class K Certificates, Class L Certificates, Class M Certificates, Class N Certificates and Class P Certificates on that Distribution Date), until the Certificate Balance of the Class Q Certificates is reduced to zero;

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Fifty-first, to the Class Q Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class Q Certificates, but not previously reimbursed, have been reimbursed in full;

Fifty-second, to the Class T Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that Class;

Fifty-third, following reduction of the Certificate Balances of the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates, Class H Certificates, Class J Certificates, Class K Certificates, Class L Certificates, Class M Certificates, Class N Certificates, Class P Certificates and Class Q Certificates to zero, to the Class T Certificates, in reduction of their Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates, Class H Certificates, Class J Certificates, Class K Certificates, Class L Certificates, Class M Certificates, Class N Certificates, Class P Certificates and Class Q Certificates on that Distribution Date), until the Certificate Balance of the Class T Certificates is reduced to zero;

Fifty-fourth, to the Class T Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class T Certificates, but not previously reimbursed, have been reimbursed in full;

Fifty-fifth, to the Class NR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that Class;

Fifty-sixth, following reduction of the Certificate Balances of the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates, Class H Certificates, Class J Certificates, Class K Certificates, Class L Certificates, Class M Certificates, Class N Certificates, Class P Certificates, Class Q Certificates and Class T Certificates to zero, to the Class NR Certificates, in reduction of their Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A Certificates (other than the Class A-4FL Certificates), Class A-4FL Regular Interest, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates, Class H Certificates, Class J Certificates, Class K Certificates, Class L Certificates, Class M Certificates, Class N Certificates, Class P Certificates, Class Q Certificates and Class T Certificates on that Distribution Date), until the Certificate Balance of the Class NR Certificates is reduced to zero;

Fifty-seventh, to the Class NR Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class NR Certificates, but not previously reimbursed, have been reimbursed in full; and

Fifty-eighth, to the Class R Certificates, the amount, if any, of the Available Distribution Amount remaining in the Upper-Tier Distribution Account, and to the Class LR Certificates, the amount remaining in the Lower-Tier Distribution Account with respect to that Distribution Date.

Reimbursement of previously allocated Collateral Support Deficit will not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of Certificates or Class A-4FL Regular Interest in respect of which a reimbursement is made.

Notwithstanding the distribution priority second set forth above, on and after the Distribution Date on which the Certificate Balances of the Subordinate Certificates have all been reduced to zero as a result of the allocation of mortgage loan losses to those certificates (that date, the ‘‘Cross-Over Date’’), the Principal Distribution Amount will be distributed pursuant to

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priority second set forth above, pro rata (based upon their respective Certificate Balances), among the Classes of Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A Certificates, and the Class A-4FL Regular Interest, without regard to the priorities set forth above or the Class A-SB Planned Principal Balance or Loan Group.

Distributions on the Class A-4FL Certificates. On each Distribution Date, for so long as the Certificate Balance of the Class A-4FL Regular Interest (and, correspondingly, the Class A-4FL Certificates) has not been reduced to zero, the Paying Agent is required to apply amounts on deposit in the Floating Rate Account to the extent of the Class A-4FL Available Funds, in the following order of priority:

First, to the Class A-4FL Certificates in respect of interest, up to an amount equal to the Class A-4FL Interest Distribution Amount;

Second, to the Class A-4FL Certificates in respect of principal, the Class A-4FL Principal Distribution Amount until the Certificate Balance of that Class is reduced to zero; and

Third, to the Class A-4FL Certificates until all amounts of Collateral Support Deficit previously allocated to the Class A-4FL Certificates, but not previously reimbursed, have been reimbursed in full. See ‘‘Description of the Swap Contract’’ in this prospectus supplement.

Pass-Through Rates.    The interest rate (the ‘‘Pass-Through Rate’’) applicable to each Class of Certificates (other than the Residual Certificates) and the Class A-4FL Regular Interest for any Distribution Date will equal the rates set forth below:

The Pass-Through Rate on the Class A-1 Certificates is a per annum rate equal to 5.0170%.

The Pass-Through Rate on the Class A-2 Certificates is a per annum rate equal to 5.8550%.

The Pass-Through Rate on the Class A-3 Certificates is a per annum rate equal to 6.2880%.

The Pass-Through Rate on the Class A-4 Certificates is a per annum rate equal to 6.0680%.

The Pass-Through Rate on the Class A-4FL Regular Interest is a per annum rate equal to 5.9980%.

The Pass-Through Rate on the Class A-4FL Certificates is a per annum rate equal to LIBOR plus 1.5000%; provided, however, under certain circumstances described under ‘‘Description of the Swap Contract’’ in this prospectus supplement, the Pass-Through Rate on the Class A-4FL Certificates may be effectively reduced or may convert to a per annum rate equal to the Pass-Through Rate on the Class A-4FL Regular Interest.

The Pass-Through Rate on the Class A-SB Certificates is a per annum rate equal to 6.1250%, subject to a maximum rate equal to the WAC Rate.

The Pass-Through Rate on the Class A-1A Certificates is a per annum rate equal to 5.9980%.

The Pass-Through Rate on the Class A-M Certificates is a per annum rate equal to the WAC Rate.

The Pass-Through Rate on the Class A-J Certificates is a per annum rate equal to the WAC Rate.

The Pass-Through Rate on the Class B Certificates is a per annum rate equal to the WAC Rate.

The Pass-Through Rate on the Class C Certificates is a per annum rate equal to the WAC Rate.

The Pass-Through Rate on the Class D Certificates is a per annum rate equal to the WAC Rate.

The Pass-Through Rate on the Class E Certificates is a per annum rate equal to the WAC Rate.

The Pass-Through Rate on the Class F Certificates is a per annum rate equal to the WAC Rate.

The Pass-Through Rate on the Class G Certificates is a per annum rate equal to the WAC Rate.

The Pass-Through Rate on the Class H Certificates is a per annum rate equal to the WAC Rate.

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The Pass-Through Rate on the Class J Certificates is a per annum rate equal to the WAC Rate.

The Pass-Through Rate on the Class K Certificates is a per annum rate equal to the WAC Rate.

The Pass-Through Rate on the Class L Certificates is a per annum rate equal to 4.3040%, subject to a maximum rate equal to the WAC Rate.

The Pass-Through Rate on the Class M Certificates is a per annum rate equal to 4.3040%, subject to a maximum rate equal to the WAC Rate.

The Pass-Through Rate on the Class N Certificates is a per annum rate equal to 4.3040%, subject to a maximum rate equal to the WAC Rate.

The Pass-Through Rate on the Class P Certificates is a per annum rate equal to 4.3040%, subject to a maximum rate equal to the WAC Rate.

The Pass-Through Rate on the Class Q Certificates is a per annum rate equal to 4.3040%, subject to a maximum rate equal to the WAC Rate.

The Pass-Through Rate on the Class T Certificates is a per annum rate equal to 4.3040%, subject to a maximum rate equal to the WAC Rate.

The Pass-Through Rate on the Class NR Certificates is a per annum rate equal to 4.3040%, subject to a maximum rate equal to the WAC Rate.

The Pass-Through Rate applicable to the Class X Certificates for the initial Distribution Date will equal approximately 0.6474% per annum. The Pass-Through Rate for the Class X Certificates for any Distribution Date will equal the excess, if any, of (a) the WAC Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates on all of the other Certificates (other than the Class A-4FL, Class R and Class LR Certificates) and the Class A-4FL Regular Interest, weighted on the basis of their respective Certificate Balances immediately prior to that Distribution Date.

The term ‘‘LIBOR’’ means, with respect to the Class A-4FL Certificates and each Interest Accrual Period, the 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 such rate does not appear on Reuters Screen LIBOR01 Page, the rate for that Interest Accrual Period will be determined on the basis of the rates at which deposits in U.S. Dollars are offered by any four major banks in the London interbank market selected by the Paying Agent to provide such bank’s offered quotation of such rates at approximately 11:00 a.m., London time, on the related LIBOR Determination Date to prime banks in the London interbank market for a period of one month, commencing on the first day of such Interest Accrual Period and in an amount that is representative for a single such transaction in the relevant market at the relevant time. The Paying Agent will request the principal London office of each of those four banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that Interest Accrual Period will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that Interest Accrual Period will be the arithmetic mean of the rates quoted by major banks in New York City selected by the Paying Agent, at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date with respect to such Interest Accrual Period for loans in U.S. Dollars to leading European banks for a period equal to one month, commencing on the first day of such Interest Accrual Period and in an amount that is representative for a single such transaction in the relevant market at the relevant time. The Paying Agent will determine LIBOR for each Interest Accrual Period and the determination of LIBOR by the Paying Agent will be binding absent manifest error.

The ‘‘LIBOR Determination Date’’ for the Class A-4FL Certificates is (i) with respect to the initial Interest Accrual Period, the date that is two LIBOR Business Days prior to the Closing Date, and (ii) with respect to each Interest Accrual Period thereafter, the date that is two LIBOR Business Days prior to the beginning of the related Interest Accrual Period. A ‘‘LIBOR Business Day’’ is any day on which commercial banks are open for international business (including dealings in U.S. Dollar deposits) in London, England.

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The Pass-Through Rate on each Class of Offered Certificates for the first Distribution Date is expected to be as set forth on page S-9 of this prospectus supplement.

The ‘‘WAC Rate’’ with respect to any Distribution Date is equal to the weighted average of the applicable Net Mortgage Rates for the mortgage loans weighted on the basis of their respective Stated Principal Balances as of the Closing Date, in the case of the first Distribution Date, or, for all other Distribution Dates, the preceding Distribution Date.

The ‘‘Net Mortgage Rate’’ for each mortgage loan is equal to the related Mortgage Rate in effect from time to time, less the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through Rates, the Net Mortgage Rate for any mortgage loan will be determined without regard to any modification, waiver or amendment of the terms of the mortgage loan, whether agreed to by the Master Servicer, the Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related borrower. Notwithstanding the foregoing, for mortgage loans that do not accrue interest on a 30/360 Basis, then, solely for purposes of calculating the Pass-Through Rate on the Certificates, the Net Mortgage Rate of the mortgage loan for any one-month period preceding a related due date will be the annualized rate at which interest would have to accrue in respect of the mortgage loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually required to be paid in respect of the mortgage loan during the one-month period at the related Net Mortgage Rate; provided, however, that with respect to each Withheld Loan, the Net Mortgage Rate for the one-month period (1) prior to the due dates in January and February in any year which is not a leap year or in February in any year which is a leap year (in either case, unless the related Distribution Date is the final Distribution Date) will be determined exclusive of the Withheld Amounts, and (2) prior to the due date in March (or February, if the related Distribution Date is the final Distribution Date), will be determined inclusive of the Withheld Amounts for the immediately preceding February and January, as applicable.

‘‘Administrative Cost Rate’’ as of any date of determination and with respect to any mortgage loan will be equal to the sum of the Servicing Fee Rate and the Trustee Fee Rate.

‘‘Mortgage Rate’’ with respect to any mortgage loan is the per annum rate at which interest accrues on the mortgage loan as stated in the related Mortgage Note in each case without giving effect to any default rate or an increased interest rate.

Interest Distribution Amount.    Interest will accrue for each Class of Certificates (other than (the Class A-4FL Certificates and the Residual Certificates) and the Class A-4FL Regular Interest during the related Interest Accrual Period. The ‘‘Interest Distribution Amount’’ of any Class of Certificates (other than the Class A-4FL Certificates and the Residual Certificates) and the Class A-4FL Regular Interest for any Distribution Date is an amount equal to the sum of all Distributable Certificate Interest in respect of that Class of Certificates or the Class A-4FL Regular Interest for that Distribution Date and, to the extent not previously paid, for all prior Distribution Dates and any Accrued Interest from Recoveries for such Class of Certificates or the Class A-4FL Regular Interest to the extent not previously paid, for all prior Distribution Dates.

The ‘‘Class A-4FL Interest Distribution Amount’’ will be, with respect to any Distribution Date, the sum of (a) interest accrued during the related Interest Accrual Period at the applicable Pass-Through Rate for the Class A-4FL Certificates on the Certificate Balance of such Class and (b) to the extent not previously paid, amounts of interest distributable on the Class A-4FL Certificates for all previous Distribution Dates. See ‘‘Description of the Swap Contract’’ in this prospectus supplement.

‘‘Accrued Interest from Recoveries’’ in respect of each Distribution Date and any Class of Certificates (other than the Class A-4FL and Class X Certificates and the Residual Certificates) and the Class A-4FL Regular Interest that had an increase to its Certificate Balance as a result of a recovery of Nonrecoverable Advances, an amount equal to interest at the Pass-Through Rate applicable to that Class on the amount of such increase to its Certificate Balance accrued from the Distribution Date on which the related Collateral Support Deficit was allocated to such

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Class as a result of the reimbursement of Nonrecoverable Advances from the trust to, but not including, the Distribution Date on which the Certificate Balance was so increased.

The ‘‘Interest Accrual Period’’ in respect of each Class of Certificates (other than the Class A-4FL Certificates and the Residual Certificates) and the Class A-4FL Regular Interest for each Distribution Date will be the calendar month prior to the month in which that Distribution Date occurs and will be calculated on a 30/360 Basis. With respect to the Class A-4FL Certificates, the Interest Accrual Period will be the period from and including the Distribution Date in the month preceding the month in which the related Distribution Date occurs (or, in the case of the first Distribution Date, the Closing Date) to, but excluding, the related Distribution Date and will be calculated on an Actual/360 Basis; provided, however, if the Pass-Through Rate for the Class A-4FL Certificates converts to a fixed rate, the Interest Accrual Period for that Class will be the calendar month prior to the month in which that Distribution Date occurs and will be calculated on a 30/360 Basis. See ‘‘Description of the Swap Contract’’ in this prospectus supplement.

The ‘‘Distributable Certificate Interest’’ in respect of each Class of Certificates (other than the Class A-4FL Certificates and the Residual Certificates) and the Class A-4FL Regular Interest for each Distribution Date is equal to one month’s interest at the Pass-Through Rate applicable to that Class of Certificates or the Class A-4FL Regular Interest on that Distribution Date accrued for the related Interest Accrual Period on the related Certificate Balance or Notional Amount, as the case may be, outstanding immediately prior to that Distribution Date, reduced (other than in the case of the Class X Certificates) (to not less than zero) by such Class of Certificates’ or the Class A-4FL Regular Interest’s allocable share (calculated as described below) of the aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments made on the mortgage loans during the related Due Period that are not covered by the Master Servicers’ Compensating Interest Payment for the related Distribution Date (the aggregate of the Prepayment Interest Shortfalls that are not so covered, as to the related Distribution Date, the ‘‘Net Aggregate Prepayment Interest Shortfall’’).

The portion of the Net Aggregate Prepayment Interest Shortfall for any Distribution Date that is allocable to each Class of Certificates (other than the Class A-4FL and Class X Certificates and the Residual Certificates) or the Class A-4FL Regular Interest will equal the product of (a) the Net Aggregate Prepayment Interest Shortfall, multiplied by (b) a fraction, the numerator of which is equal to the Interest Distribution Amount in respect of that Class of Certificates or the Class A-4FL Regular Interest for the related Distribution Date, and the denominator of which is equal to the aggregate Interest Distribution Amount in respect of all Classes of Certificates (other than the Class A-4FL and Class X Certificates and the Residual Certificates) and the Class A-4FL Regular Interest for the related Distribution Date.

Principal Distribution Amount.    So long as (i) the Class A-4 or Class A-SB Certificates or the Class A-4FL Regular Interest and (ii) the Class A-1A Certificates remain outstanding, the Principal Distribution Amount for each Distribution Date as it relates to distributions to the Class A Certificates will be calculated on a Loan Group-by-Loan Group basis. On each Distribution Date after the Certificate Balance of either (i) each of the Class A-4 and Class A-SB Certificates and the Class A-4FL Regular Interest or (ii) the Class A-1A Certificates has been reduced to zero, a single Principal Distribution Amount will be calculated in the aggregate for both Loan Groups. The ‘‘Principal Distribution Amount’’ for any Distribution Date is an amount equal to the sum of (a) the Principal Shortfall for that Distribution Date, (b) the Scheduled Principal Distribution Amount for that Distribution Date and (c) the Unscheduled Principal Distribution Amount for that Distribution Date; provided, that the Principal Distribution Amount for any Distribution Date will be reduced by the amount of any reimbursements of (i) Nonrecoverable Advances, with interest on such Nonrecoverable Advances that are paid or reimbursed from principal collections on the mortgage loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date and (ii) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on the mortgage loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date (provided that, in

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the case of clauses (i) and (ii) above, if any of the amounts that were reimbursed from principal collections on the mortgage loans are subsequently recovered on the related mortgage loan, such recovery will increase the Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs).

The ‘‘Group 1 Principal Distribution Amount’’ for any Distribution Date is an amount equal to the sum of (a) the Group 1 Principal Shortfall for that Distribution Date, (b) the Scheduled Principal Distribution Amount for Loan Group 1 for that Distribution Date and (c) the Unscheduled Principal Distribution Amount for Loan Group 1 for that Distribution Date; provided, that the Group 1 Principal Distribution Amount for any Distribution Date will be reduced by the amount of any reimbursements of (i) Nonrecoverable Advances, plus interest on such Nonrecoverable Advances, that are paid or reimbursed from principal collections on the mortgage loans in Loan Group 1 in a period during which such principal collections would have otherwise been included in the Group 1 Principal Distribution Amount for that Distribution Date, (ii) Workout-Delayed Reimbursement Amounts that are paid or reimbursed from principal collections on the mortgage loans in Loan Group 1 in a period during which such principal collections would have otherwise been included in the Group 1 Principal Distribution Amount for that Distribution Date and (iii) following the reimbursements described in clauses (i) and (ii), the excess, if any of (A) the total amount of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts, plus interest on such Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts, that would have been paid or reimbursed from principal collections on the mortgage loans in Loan Group 2 as described in clauses (i) and (ii) of the definition of ‘‘Group 2 Principal Distribution Amount’’ had the aggregate amount available for distribution of principal with respect to Loan Group 2 been sufficient to make such reimbursements in full, over (B) the aggregate amount available for distribution of principal with respect to Loan Group 2 for that Distribution Date (provided, further, (I) that in the case of clauses (i) and (ii) above, if any of such amounts reimbursed from principal collections on the mortgage loans in Loan Group 1 are subsequently recovered on the related mortgage loan, subject to the application of any recovery to increase the Group 2 Principal Distribution Amount as required under clause (II) of the definition of ‘‘Group 2 Principal Distribution Amount,’’ such recovery will be applied to increase the Group 1 Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs; and (II) that in the case of clause (iii) above, if any of such amounts reimbursed from principal collections on the mortgage loans in Loan Group 2 are subsequently recovered on the related mortgage loan, such recovery will first be applied to increase the Group 1 Principal Distribution Amount up to such amounts and then to increase the Group 2 Principal Distribution Amount).

For purposes of the foregoing definition of Group 1 Principal Distribution Amount, the term ‘‘Group 1 Principal Shortfall’’ for any Distribution Date means the amount, if any, by which (1) the lesser of (a) the Group 1 Principal Distribution Amount for the prior Distribution Date and (b) the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates and the Class A-4FL Regular Interest exceeds (2) the aggregate amount distributed in respect of principal on the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates and the Class A-4FL Regular Interest on the preceding Distribution Date. There will be no Group 1 Principal Shortfall on the first Distribution Date.

The ‘‘Group 2 Principal Distribution Amount’’ for any Distribution Date is an amount equal to the sum of (a) the Group 2 Principal Shortfall for that Distribution Date, (b) the Scheduled Principal Distribution Amount for Loan Group 2 for that Distribution Date and (c) the Unscheduled Principal Distribution Amount for Loan Group 2 for that Distribution Date; provided, that the Group 2 Principal Distribution Amount for any Distribution Date will be reduced by the amount of any reimbursements of (i) Nonrecoverable Advances, plus interest on such Nonrecoverable Advances, that are paid or reimbursed from principal collections on the mortgage loans in Loan Group 2 in a period during which such principal collections would have otherwise been included in the Group 2 Principal Distribution Amount for that Distribution Date, (ii) Workout-Delayed Reimbursement Amounts that are paid or reimbursed from principal

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collections on the mortgage loans in Loan Group 2 in a period during which such principal collections would have otherwise been included in the Group 2 Principal Distribution Amount for that Distribution Date and (iii) following the reimbursements described in clauses (i) and (ii), the excess, if any of (A) the total amount of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts, plus interest on such Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts, that would have been paid or reimbursed from principal collections on the mortgage loans in Loan Group 1 as described in clauses (i) and (ii) of the definition of ‘‘Group 1 Principal Distribution Amount’’ had the aggregate amount available for distribution of principal with respect to Loan Group 1 been sufficient to make such reimbursements in full, over (B) the aggregate amount available for distribution of principal with respect to Loan Group 1 for that Distribution Date (provided, further, (I) that in the case of clauses (i) and (ii) above, if any of such amounts reimbursed from principal collections on the mortgage loans in Loan Group 2 are subsequently recovered on the related mortgage loan, subject to the application of any recovery to increase the Group 1 Principal Distribution Amount as required under clause (II) of the definition of ‘‘Group 1 Principal Distribution Amount,’’ such recovery will be applied to increase the Group 2 Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs; and (II) that in the case of clause (iii) above, if any of such amounts reimbursed from principal collections on the mortgage loans in Loan Group 1 are subsequently recovered on the related mortgage loan, such recovery will first be applied to increase the Group 2 Principal Distribution Amount up to such amounts and then to increase the Group 1 Principal Distribution Amount).

For purposes of the foregoing definition of Group 2 Principal Distribution Amount, the term ‘‘Group 2 Principal Shortfall’’ for any Distribution Date means the amount, if any, by which (1) the lesser of (a) the Group 2 Principal Distribution Amount for the prior Distribution Date and (b) the Certificate Balance of the Class A-1A Certificates, exceeds (2) the aggregate amount distributed in respect of principal on the Class A-1A Certificates on the preceding Distribution Date. There will be no Group 2 Principal Shortfall on the first Distribution Date.

The ‘‘Scheduled Principal Distribution Amount’’ for each Distribution Date will equal the aggregate of the principal portions of (a) all Periodic Payments (excluding balloon payments) due during or, if and to the extent not previously received or advanced and distributed to Certificateholders on a preceding Distribution Date, prior to the related Due Period and all Assumed Scheduled Payments for the related Due Period, in each case to the extent paid by the related borrower as of the related Determination Date (or, with respect to each mortgage loan with a due date occurring, or a grace period ending, after the related Determination Date, the related due date or, last day of such grace period, as applicable, to the extent received by a Master Servicer as of the business day preceding the Master Servicer Remittance Date) or advanced by a Master Servicer or the Trustee, as applicable, and (b) all balloon payments to the extent received on or prior to the related Determination Date (or, with respect to each mortgage loan with a due date occurring, or a grace period ending, after the related Determination Date, the related due date or, last day of such grace period, as applicable, to the extent received by a Master Servicer as of the business day preceding the Master Servicer Remittance Date), and to the extent not included in clause (a) above. The Scheduled Principal Distribution Amount from time to time will include all late payments of principal made by a borrower, including late payments in respect of a delinquent balloon payment, regardless of the timing of those late payments, except to the extent those late payments are otherwise reimbursable to a Master Servicer or the Trustee, as the case may be, for prior Advances.

The ‘‘Unscheduled Principal Distribution Amount’’ for each Distribution Date will equal the aggregate of: (a) all prepayments of principal received on the mortgage loans as of the business day preceding the Master Servicer Remittance Date; and (b) any other collections (exclusive of payments by borrowers) received on the mortgage loans and any REO Properties on or prior to the related Determination Date whether in the form of Liquidation Proceeds, Insurance and Condemnation Proceeds, net income, rents, and profits from REO Property or otherwise, that were identified and applied by a Master Servicer as recoveries of previously unadvanced principal

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of the related mortgage loan; provided, that all such Liquidation Proceeds and Insurance and Condemnation Proceeds shall be reduced by any unpaid Special Servicing Fees, Liquidation Fees, accrued interest on Advances and other additional trust fund expenses incurred in connection with the related mortgage loan, thus reducing the Unscheduled Principal Distribution Amount.

The ‘‘Assumed Scheduled Payment’’ for any Due Period and with respect to any mortgage loan that is delinquent in respect of its balloon payment (including any REO Loan as to which the balloon payment would have been past due), is an amount equal to the sum of (a) the principal portion of the Periodic Payment that would have been due on that mortgage loan on the related due date based on the constant payment required by the related Mortgage Note or the original amortization schedule of the mortgage loan (as calculated with interest at the related Mortgage Rate), if applicable, assuming the related balloon payment has not become due, after giving effect to any reduction in the principal balance occurring in connection with a default or a bankruptcy modification, and (b) interest on the Stated Principal Balance of that mortgage loan at its Mortgage Rate (net of the applicable rate at which the Servicing Fee is calculated).

For purposes of the foregoing definition of Principal Distribution Amount, the term ‘‘Principal Shortfall’’ for any Distribution Date means the amount, if any, by which (1) the Principal Distribution Amount for the prior Distribution Date exceeds (2) the aggregate amount distributed in respect of principal on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates and the Class A-4FL Regular Interest on the preceding Distribution Date. There will be no Principal Shortfall on the first Distribution Date.

The ‘‘Class A-SB Planned Principal Balance’’ for any Distribution Date is the balance shown for such Distribution Date in the table set forth in Schedule I to this prospectus supplement. Such balances were calculated using, among other things, certain weighted average life assumptions. See ‘‘Yield and Maturity Considerations—Weighted Average Life’’ in this prospectus supplement. Based on such assumptions, the Certificate Balance of the Class A-SB Certificates on each Distribution Date would be expected to be reduced to the balance indicated for such Distribution Date in the table set forth in Schedule I to this prospectus supplement. There is no assurance, however, that the mortgage loans will perform in conformity with our assumptions. Therefore, there can be no assurance that the balance of the Class A-SB Certificates on any Distribution Date will be equal to the balance that is specified for such Distribution Date in the table. In particular, once the Certificate Balances of the Class A-1A, Class A-1, Class A-2, Class A-3 and Class A-4 Certificates and the Class A-4FL Regular Interest have been reduced to zero, any portion of the Group 2 Principal Distribution Amount and/or Group 1 Principal Distribution Amount, as applicable, remaining on any Distribution Date, will be distributed on the Class A-SB Certificates until the Certificate Balance of the Class A-SB Certificates is reduced to zero.

With respect to any Distribution Date, the ‘‘Class A-4FL Principal Distribution Amount’’ will be an amount equal to the amount of principal allocated in respect of the Class A-4FL Regular Interest on that Distribution Date. See ‘‘Description of the Certificates—Distributions—Priority’’ and ‘‘Description of the Swap Contract’’ in this prospectus supplement.

Certain Calculations with Respect to Individual Mortgage Loans.    The Stated Principal Balance of each mortgage loan outstanding at any time represents the principal balance of the mortgage loan ultimately due and payable to the Certificateholders. The ‘‘Stated Principal Balance’’ of each mortgage loan will initially equal its Cut-off Date Balance and, on each Distribution Date, will be reduced by the amount of principal payments received from the related borrower or advanced for such Distribution Date. The Stated Principal Balance of a mortgage loan may also be reduced in connection with any forced reduction of its actual unpaid principal balance imposed by a court presiding over a bankruptcy proceeding in which the related borrower is the debtor. See ‘‘Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws’’ in the prospectus. If any mortgage loan is paid in full or the mortgage loan (or any Mortgaged Property acquired in respect of the mortgage loan) is otherwise liquidated, then, as of the first

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Distribution Date that follows the end of the Due Period in which that payment in full or liquidation occurred and notwithstanding that a loss may have occurred in connection with any liquidation, the Stated Principal Balance of the mortgage loan will be zero.

For purposes of calculating distributions on, and allocations of, Collateral Support Deficit to the Certificates or the Class A-4FL Regular Interest, as well as for purposes of calculating the Servicing Fee and Trustee Fee payable each month, each REO Property will be treated as if there exists with respect to such REO Property an outstanding mortgage loan (including any REO Property with respect to the Non-Serviced Mortgage Loans held pursuant to the related pooling and servicing agreement) (an ‘‘REO Loan’’), and all references to mortgage loan, mortgage loans and pool of mortgage loans in this prospectus supplement and in the prospectus, when used in that context, will be deemed to also be references to or to also include, as the case may be, any REO Loans. Each REO Loan will generally be deemed to have the same characteristics as its actual predecessor mortgage loan, including the same fixed Mortgage Rate (and, accordingly, the same Net Mortgage Rate) and the same unpaid principal balance and Stated Principal Balance. Amounts due on the predecessor mortgage loan, including any portion of it payable or reimbursable to the applicable Master Servicer or Special Servicer, will continue to be ‘‘due’’ in respect of the REO Loan; and amounts received in respect of the related REO Property, net of payments to be made, or reimbursement to a Master Servicer or Special Servicer for payments previously advanced, in connection with the operation and management of that property, generally will be applied by the applicable Master Servicer as if received on the predecessor mortgage loan.

Allocation of Yield Maintenance Charges and Prepayment Premiums

On any Distribution Date, Yield Maintenance Charges, if any, collected in respect of the mortgage loans during the related Due Period will be required to be distributed by the Paying Agent to the holders of each Class of Offered Certificates (excluding the Class A-4FL and Class X Certificates), the Class A-4FL Regular Interest, and the Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates in the following manner: the holders of each Class of Offered Certificates (excluding the Class A-4FL and Class X Certificates), the Class A-4FL Regular Interest, and the Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates will be entitled to receive, with respect to the related Loan Group, as applicable, on each Distribution Date an amount of Yield Maintenance Charges equal to the product of (a) a fraction whose numerator is the amount of principal distributed to such Class on such Distribution Date and whose denominator is the total amount of principal distributed to all of the Certificates representing principal payments in respect of the mortgage loans in Loan Group 1 or Loan Group 2, as applicable, on such Distribution Date, (b) the Base Interest Fraction for the related principal prepayment and such Class of Certificates or the Class A-4FL Regular Interest, and (c) the Yield Maintenance Charges collected on such principal prepayment during the related Due Period. If there is more than one such Class of Certificates or the Class A-4FL Regular Interest entitled to distributions of principal with respect to the related Loan Group, as applicable, on any particular Distribution Date on which Yield Maintenance Charges are distributable, the aggregate amount of such Yield Maintenance Charges will be allocated among all such Classes of Certificates or the Class A-4FL Regular Interest up to, and on a pro rata basis in accordance with, their respective entitlements thereto in accordance with the first sentence of this paragraph. Any Yield Maintenance Charges collected during the related Due Period remaining after such distributions will be distributed to the holders of the Class X Certificates.

On any Distribution Date, for so long as the Swap Contract is in effect, Yield Maintenance Charges distributable in respect of the Class A-4FL Regular Interest will be payable to the Swap Counterparty. On any Distribution Date on which the Swap Contract is not in effect, Yield Maintenance Charges distributable in respect of the Class A-4FL Regular Interest, will be distributable to the holders of the Class A-4FL Certificates. See ‘‘Description of the Swap Contract’’ in this prospectus supplement.

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The ‘‘Base Interest Fraction’’ with respect to any principal prepayment on any mortgage loan and with respect to any Class of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates and the Class A-4FL Regular Interest is a fraction (A) whose numerator is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class of Certificates or the Class A-4FL Regular Interest, and (ii) the Discount Rate used in calculating the Yield Maintenance Charge with respect to such principal prepayment and (B) whose denominator is the difference between (i) the Mortgage Rate on the related mortgage loan and (ii) the Discount Rate used in calculating the Yield Maintenance Charge with respect to such principal prepayment; provided, however, that under no circumstances will the Base Interest Fraction be greater than one. If such Discount Rate is greater than the Mortgage Rate on the related mortgage loan, then the Base Interest Fraction will equal zero.

Notwithstanding the foregoing, any prepayment premiums collected that are calculated under the related mortgage loan documents as a specified percentage of the amount being prepaid will be distributed to the Class X Certificates entirely.

For a description of Yield Maintenance Charges, see ‘‘Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Prepayment Provisions’’ in this prospectus supplement. See also ‘‘Risk Factors—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions’’ and ‘‘Certain Legal Aspects of Mortgage Loans—Default Interest and Limitations on Prepayments’’ in the prospectus regarding the enforceability of Yield Maintenance Charges.

Assumed Final Distribution Date; Rated Final Distribution Date

The ‘‘Assumed Final Distribution Date’’ with respect to any Class of Offered Certificates is the Distribution Date on which the aggregate Certificate Balance of that Class of Certificates would be reduced to zero based on the assumptions set forth below. The Assumed Final Distribution Date will in each case be as follows:


Class Designation Assumed Final Distribution Date
Class A-1 September 12, 2012
Class A-2 March 12, 2013
Class A-3 October 12, 2014
Class A-4 January 12, 2018
Class A-4FL January 12, 2018
Class A-SB April 12, 2017
Class A-1A January 12, 2018
Class X April 12, 2018
Class A-M January 12, 2018
Class A-J January 12, 2018

The Assumed Final Distribution Dates set forth above were calculated without regard to any delays in the collection of balloon payments and without regard to a reasonable liquidation time with respect to any mortgage loans that may become delinquent. Accordingly, in the event of defaults on the mortgage loans, the actual final Distribution Date for one or more Classes of the Offered Certificates may be later, and could be substantially later, than the related Assumed Final Distribution Date(s).

In addition, the Assumed Final Distribution Dates set forth above (other than with respect to the Class X Certificates) were calculated on the basis of a 0% CPR. The Assumed Final Distribution Date for the Class X Certificates set forth above was calculated on the basis of a 100% CPR, and the assumption that the optional termination of the Trust will be exercised on the first eligible Distribution Date. Since the rate of payment (including prepayments) of the mortgage loans may exceed the scheduled rate of payments, and could exceed the scheduled rate by a substantial amount, the actual final Distribution Date for one or more Classes of the Offered Certificates may

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be earlier, and could be substantially earlier, than the related Assumed Final Distribution Date(s). The rate of payments (including prepayments) on the mortgage loans will depend on the characteristics of the mortgage loans, as well as on the prevailing level of interest rates and other economic factors, and we cannot assure you as to actual payment experience. Finally, the Assumed Final Distribution Dates were calculated assuming that there would not be an early termination of the trust fund.

The Rated Final Distribution Date for each Class of Offered Certificates will be February 12, 2051. See ‘‘Ratings’’ in this prospectus supplement.

Subordination; Allocation of Collateral Support Deficit

The rights of holders of the Subordinate Certificates to receive distributions of amounts collected or advanced on the mortgage loans will be subordinated, to the extent described in this prospectus supplement, to the rights of holders of the Senior Certificates. Moreover, to the extent described in this prospectus supplement:

•  the rights of the holders of the Class NR Certificates will be subordinated to the rights of the holders of the Class T Certificates,
•  the rights of the holders of the Class T and Class NR Certificates will be subordinated to the rights of the holders of the Class Q Certificates,
•  the rights of the holders of the Class Q, Class T and Class NR Certificates will be subordinated to the rights of the holders of the Class P Certificates,
•  the rights of the holders of the Class P, Class Q, Class T and Class NR Certificates will be subordinated to the rights of the holders of the Class N Certificates,
•  the rights of the holders of the Class N, Class P, Class Q, Class T and Class NR Certificates will be subordinated to the rights of the holders of the Class M Certificates,
•  the rights of the holders of the Class M, Class N, Class P, Class Q, Class T and Class NR Certificates will be subordinated to the rights of the holders of the Class L Certificates,
•  the rights of the holders of the Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates will be subordinated to the rights of the holders of the Class K Certificates,
•  the rights of the holders of the Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates will be subordinated to the rights of the holders of the Class J Certificates,
•  the rights of the holders of the Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates will be subordinated to the rights of the holders of the Class H Certificates,
•  the rights of the holders of the Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates will be subordinated to the rights of the holders of the Class G Certificates,
•  the rights of the holders of the Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates will be subordinated to the rights of the holders of the Class F Certificates,
•  the rights of the holders of the Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates will be subordinated to the rights of the holders of the Class E Certificates,
•  the rights of the holders of the Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates will be subordinated to the rights of the holders of the Class D Certificates,

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•  the rights of the holders of the Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates will be subordinated to the rights of the holders of the Class C Certificates,
•  the rights of the holders of the Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates will be subordinated to the rights of the holders of the Class B Certificates,
•  the rights of the holders of the Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates will be subordinated to the rights of the holders of the Class A-J Certificates,
•  the rights of the holders of the Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates will be subordinated to the rights of the holders of the Class A-M Certificates, and
•  the rights of the holders of the Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates will be subordinated to the rights of the holders of the Senior Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest.

This subordination is intended to enhance the likelihood of timely receipt by the holders of the Senior Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest of the full amount of all interest payable in respect of the Senior Certificates on each Distribution Date, and the ultimate receipt by the holders of the Class A Certificates of principal in an amount equal to, in each case, the entire Certificate Balance of the Class A Certificates (other than Class A-4FL Certificates) and the Class A-4FL Regular Interest. Similarly, but to decreasing degrees, this subordination is also intended to enhance the likelihood of timely receipt by the holders of the Class A-M Certificates and the holders of the Class A-J Certificates of the full amount of interest payable in respect of that Class of Certificates on each Distribution Date, and the ultimate receipt by the holders of the Class A-M Certificates and the holders of the Class A-J Certificates of principal equal to the entire Certificate Balance of each of those Classes.

The protection afforded to the holders of the Class A-J Certificates by means of the subordination of the Non-Offered Certificates that are Subordinate Certificates (the ‘‘Non-Offered Subordinate Certificates’’), to the holders of the Class A-M Certificates by the subordination of the Class A-J Certificates and the Non-Offered Subordinate Certificates, and to the holders of the Senior Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest by means of the subordination of the Subordinate Certificates will be accomplished by the application of the Available Distribution Amount on each Distribution Date in accordance with the order of priority described under ‘‘—Distributions’’ above and by the allocation of Collateral Support Deficits in the manner described below. No other form of credit support will be available for the benefit of the holders of the Offered Certificates.

After the Cross-Over Date has occurred, allocation of principal will be made to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A Certificates and the Class A-4FL Regular Interest that are still outstanding, pro rata, without regard to Loan Groups or the Class A-SB Planned Principal Balance, until their Certificate Balances have been reduced to zero. Prior to the Cross-Over Date, allocation of principal will be made (i) with respect to Loan Group 1, first, to the Class A-SB Certificates until their Certificate Balance has been reduced to the Class A-SB Planned Principal Balance for the related Distribution Date, second, to the Class A-1 Certificates until their Certificate Balance has been reduced to zero, third, to the Class A-2 Certificates until their Certificate Balance has been reduced to zero, fourth, to the Class A-3 Certificates until their Certificate Balance has been reduced to zero, fifth, to the Class A-4 Certificates and the Class A-4FL Regular Interest, pro rata, until their Certificate Balances have been reduced to zero, sixth, to the Class A-SB Certificates until their Certificate Balance has been reduced to zero, and then, if the Class A-1A Certificates are still outstanding, to the Class A-1A Certificates until their

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Certificate Balance has been reduced to zero and (ii) with respect to Loan Group 2, to the Class A-1A Certificates until their Certificate Balance has been reduced to zero and then, if any of the Class A-1, Class A-2, Class A-3, Class A-4 or Class A-SB Certificates or Class A-4FL Regular Interest are still outstanding, first, to the Class A-SB Certificates until their Certificate Balance has been reduced to the Class A-SB Planned Principal Balance for the related Distribution Date, second, to the Class A-1 Certificates until their Certificate Balance has been reduced to zero, third, to the Class A-2 Certificates until their Certificate Balance has been reduced to zero, fourth, to the Class A-3 Certificates until their Certificate Balance has been reduced to zero, fifth, to the Class A-4 Certificates and the Class A-4FL Regular Interest, pro rata, Certificates until their Certificate Balances have been reduced to zero, and sixth, to the Class A-SB Certificates until their Certificate Balance has been reduced to zero.

Allocation to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, and Class A-1A Certificates and the Class A-4FL Regular Interest for so long as they are outstanding, of the entire Principal Distribution Amount (remaining after allocation of principal to the Class A-SB Certificates until the Class A-SB Certificates are reduced to the Class A-SB Planned Principal Balance, as applicable) with respect to the related Loan Group for each Distribution Date will have the effect of reducing the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A Certificates and the Class A-4FL Regular Interest at a proportionately faster rate than the rate at which the aggregate Stated Principal Balance of the pool of mortgage loans will decline. Therefore, as principal is distributed to the holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A Certificates and the Class A-4FL Regular Interest, the percentage interest in the trust evidenced by the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A Certificates and the Class A-4FL Regular Interest will be decreased (with a corresponding increase in the percentage interest in the trust evidenced by the Subordinate Certificates), thereby increasing, relative to their respective Certificate Balances, the subordination afforded the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A Certificates and the Class A-4FL Regular Interest by the Subordinate Certificates.

Following retirement of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A Certificates and the Class A-4FL Regular Interest, the successive allocation on each Distribution Date of the remaining Principal Distribution Amount to the Class A-M Certificates, the Class A-J Certificates and the remaining Non-Offered Certificates (other than the Residual Certificates), in that order, for so long as they are outstanding, will provide a similar, but diminishing benefit to the Class A-M Certificates and Class A-J Certificates as to the relative amount of subordination afforded by the outstanding Classes of Certificates (other than the Class X Certificates and Residual Certificates) with later sequential designations.

On each Distribution Date, immediately following the distributions to be made to the Certificateholders on that date, the Paying Agent is required to calculate the amount, if any, by which (1) the aggregate Stated Principal Balance (for purposes of this calculation only, the aggregate Stated Principal Balance will not be reduced by the amount of principal payments received on the mortgage loans that were used to reimburse the Master Servicer, Special Servicer or the Trustee from general collections of principal on the mortgage loans for Workout-Delayed Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances) of the mortgage loans, including any REO Loans expected to be outstanding immediately following that Distribution Date is less than (2) the aggregate Certificate Balance of the Certificates (other than the Class A-4FL and Class X Certificates and the Residual Certificates) and the Class A-4FL Regular Interest after giving effect to distributions of principal on that Distribution Date (any deficit, ‘‘Collateral Support Deficit’’). The Paying Agent will be required to allocate any Collateral Support Deficit among the respective Classes of Certificates (other than the Class A-4FL and Class X Certificates and the Residual Certificates) and the Class A-4FL Regular Interest as follows: to the Class NR Certificates, Class T Certificates, Class Q Certificates, Class P Certificates, Class N Certificates, Class M Certificates, Class L Certificates, Class K Certificates, Class J Certificates, Class H Certificates, Class G Certificates, Class F Certificates, Class E Certificates, Class D Certificates, Class C Certificates, Class B Certificates, Class A-J

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Certificates and Class A-M Certificates, and in each case in respect of and until the remaining Certificate Balance of that Class of Certificates has been reduced to zero. Following the reduction of the Certificate Balances of all Classes of Subordinate Certificates to zero, the Paying Agent will be required to allocate the Collateral Support Deficit among the Classes of Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A Certificates and the Class A-4FL Regular Interest, pro rata, without regard to the Class A-SB Planned Principal Balance (based upon their respective Certificate Balances), until the remaining Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A Certificates and the Class A-4FL Regular Interest have been reduced to zero. Any Collateral Support Deficit allocated to a Class of Certificates will be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced by the respective Certificates.

Mortgage loan losses and Collateral Support Deficits will not be allocated to the Class R or Class LR Certificates and will not be directly allocated to the Class X Certificates. However, the Notional Amount of the Class X Certificates may be reduced if the related Classes of Certificates (other than the Class A-4FL Certificates and the Residual Certificates) or the Class A-4FL Regular Interest are reduced by such loan losses or such Collateral Support Deficits.

In general, Collateral Support Deficits could result from the occurrence of: (1) losses and other shortfalls on or in respect of the mortgage loans, including as a result of defaults and delinquencies on the mortgage loans, Nonrecoverable Advances made in respect of the mortgage loans, the payment to the Special Servicer of any compensation as described in ‘‘Transaction Parties—Servicing and Other Compensation and Payment of Expenses’’ in this prospectus supplement, and the payment of interest on Advances and certain servicing expenses; and (2) certain unanticipated, non-mortgage loan specific expenses of the trust fund, including certain reimbursements to the Trustee as described under ‘‘Description of the Pooling Agreements—Certain Matters Regarding the Trustee’’ in the prospectus, certain reimbursements to the Paying Agent as described under ‘‘Transaction Parties—The Trustee, Paying Agent, Certificate Registrar and Authenticating Agent’’ in this prospectus supplement, certain reimbursements to the Master Servicers and the Depositor as described under ‘‘Description of the Pooling Agreements—Certain Matters Regarding the Master Servicers and the Depositor’’ in the prospectus, and certain federal, state and local taxes, and certain tax-related expenses, payable out of the trust fund as described under ‘‘Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxes That May Be Imposed on the REMIC Pool’’ in the prospectus. Accordingly, the allocation of Collateral Support Deficit as described above will constitute an allocation of losses and other shortfalls experienced by the trust fund.

A Class of Offered Certificates will be considered outstanding until its Certificate Balance (or Notional Amount, in the case of the Class X Certificates) is reduced to zero. However, notwithstanding a reduction of its Certificate Balance to zero, reimbursements of any previously allocated Collateral Support Deficits are required thereafter to be made to a Class of Offered Certificates (other than the Class X Certificates) or the Class A-4FL Regular Interest in accordance with the payment priorities set forth in ‘‘—Distributions—Priority’’ above.

Advances

On the business day immediately preceding each Distribution Date (the ‘‘Master Servicer Remittance Date’’), each Master Servicer (with respect to the mortgage loans for which it is acting as the Master Servicer) will be obligated, unless determined to be non-recoverable as described below, to make advances (each, a ‘‘P&I Advance’’) out of its own funds or, subject to the replacement of those funds as provided in the Pooling and Servicing Agreement, certain funds held in the Certificate Account that are not required to be part of the Available Distribution Amount for that Distribution Date, in an amount equal to (but subject to reduction as described below) the aggregate of: (1) all Periodic Payments (net of any applicable Servicing Fees), other than balloon payments, that were due on the mortgage loans (including the Non-Serviced Mortgage Loans) and any REO Loan during the related Due Period and not received as of the Determination Date; and (2) in the case of each mortgage loan delinquent in respect of its

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balloon payment as of the Master Servicer Remittance Date (including any REO Loan as to which the balloon payment would have been past due) and each REO Loan, an amount equal to its Assumed Scheduled Payment. Each Master Servicer’s obligations to make P&I Advances in respect of any mortgage loan for which it is acting as Master Servicer (including the Non-Serviced Mortgage Loans) or REO Loan will continue, except if a determination as to non-recoverability is made, through and up to liquidation of the mortgage loan or disposition of the REO Property, as the case may be. However, no interest will accrue on any P&I Advance made with respect to a mortgage loan unless the related Periodic Payment is received after the related due date has passed and any applicable grace period has expired or if the related Periodic Payment is received prior to the Master Servicer Remittance Date. To the extent that a Master Servicer fails to make a P&I Advance that it is required to make under the Pooling and Servicing Agreement, the Trustee will make the required P&I Advance in accordance with the terms of the Pooling and Servicing Agreement. In addition, neither the applicable Master Servicer nor the Trustee will be required to advance any amounts due to be paid by the Swap Counterparty for distribution to the Class A-4FL Certificates.

None of the Master Servicers or the Trustee will be required to make a P&I Advance for default interest, Yield Maintenance Charges or prepayment premiums or with respect to any Companion Loan.

If an Appraisal Reduction has been made with respect to any mortgage loan or, in the case of the Non-Serviced Whole Loan, an appraisal reduction has been made in accordance with the related pooling and servicing agreement, and such mortgage loan experiences subsequent delinquencies, then the interest portion of any P&I Advance in respect of that mortgage loan for the related Distribution Date will be reduced (there will be no reduction in the principal portion of such P&I Advance) to equal the product of (x) the amount of the interest portion of the P&I Advance for that mortgage loan for the related Distribution Date without regard to this sentence, and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of that mortgage loan immediately prior to the related Distribution Date, net of the related Appraisal Reduction, if any, and the denominator of which is equal to the Stated Principal Balance of that mortgage loan immediately prior to the related Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment due on the maturity date for a balloon loan will be the Assumed Scheduled Payment for the related Distribution Date.

In addition to P&I Advances, each Master Servicer will also be obligated, and the Special Servicer will have the option to the extent set forth in the Pooling and Servicing Agreement (in each case, subject to the limitations described in this prospectus supplement), to make advances (‘‘Servicing Advances’’ and, collectively with P&I Advances, ‘‘Advances’’) in connection with the servicing and administration of any mortgage loan (other than the Non-Serviced Whole Loans, except as described below) in respect of which a default, delinquency or other unanticipated event has occurred or is reasonably foreseeable, or, in connection with the servicing and administration of any Mortgaged Property or REO Property, in order 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. The related Master Servicer will be required to make Servicing Advances with respect to any Non-Serviced Mortgage Loan in the event it is no longer part of the trust fund created by the JPMCC 2007-C1 Pooling and Servicing Agreement, until such time as a successor servicing agreement is entered into to service the related Mortgage Loan. To the extent that a Master Servicer fails to make a Servicing Advance that it is required to make under the Pooling and Servicing Agreement and the Trustee has notice of this failure, the Trustee will be required to make the required Servicing Advance in accordance with the terms of the Pooling and Servicing Agreement.

Each Master Servicer, the Special Servicer or the Trustee, as applicable, will be entitled to recover any Servicing Advance made out of its own funds from any amounts collected in respect of a mortgage loan (including, with respect to a Servicing Advance made for a Serviced Whole

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Loan in accordance with the related intercreditor agreement), as to which that Servicing Advance was made, and to recover any P&I Advance made out of its own funds from any amounts collected in respect of a mortgage loan, whether in the form of late payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise from the related mortgage loan (‘‘Related Proceeds’’). Notwithstanding the foregoing, none of the Master Servicers, the Special Servicer or the Trustee will be obligated to make any Advance that it determines in its reasonable judgment would, if made, not be recoverable (including interest on the Advance) out of Related Proceeds (a ‘‘Nonrecoverable Advance’’).

Each Master Servicer, the Special Servicer and the Trustee will be entitled to recover any Advance by it that it subsequently determines to be a Nonrecoverable Advance out of general funds relating to the mortgage loans on deposit in the Certificate Account (first from principal collections and then from interest collections). The Trustee will be entitled to rely conclusively on any non-recoverability determination of the Master Servicers or the Special Servicer.

If the funds in the Certificate Account relating to the mortgage loans allocable to principal on the mortgage loans are insufficient to fully reimburse the party entitled to reimbursement, then such party as an accommodation may elect, on a monthly basis, at its sole option and discretion to defer reimbursement of the portion that exceeds such amount allocable to principal (in which case interest will continue to accrue on the unreimbursed portion of the advance) for a time as required to reimburse the excess portion from principal for a consecutive period up to 12 months and any election to so defer shall be deemed to be in accordance with the servicing standard; provided, that no such deferral shall occur at any time to the extent that amounts otherwise distributable as principal are available for such reimbursement. At any time after such a determination to obtain reimbursement over time, either Master Servicer or the Special Servicer, as applicable, may, in its sole discretion, decide to obtain reimbursement immediately.

Each Master Servicer, the Special Servicer and the Trustee will be entitled to recover any Advance (together with interest on that Advance) that is outstanding at the time that a mortgage loan is modified but is not repaid in full by the borrower in connection with such modification but becomes an obligation of the borrower to pay such amounts in the future (such Advance, together with such interest on that Advance, a ‘‘Workout-Delayed Reimbursement Amount’’) out of principal collections on the mortgage loans in the Certificate Account of the Master Servicer or, if amounts in that Master Servicer’s Certificate Account are not sufficient, from the other Master Servicer’s Certificate Account. A Workout-Delayed Reimbursement Amount will constitute a Nonrecoverable Advance when the person making such determination, and taking into account factors such as all other outstanding Advances, either (a) determines in its reasonable judgment that such Workout-Delayed Reimbursement Amount would not be recoverable (including interest on the Advance) out of Related Proceeds, or (b) has determined in accordance with the Servicing Standards (in the case of a Master Servicer or the Special Servicer) that such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances, would not ultimately be recoverable out of principal collections in the Certificate Account.

Any amount that constitutes all or a portion of any Workout-Delayed Reimbursement Amount may in the future be determined to constitute a Nonrecoverable Advance and thereafter shall be recoverable as any other Nonrecoverable Advance. To the extent a Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount with respect to a mortgage loan is required to be reimbursed from the principal portion of the general collections on the mortgage loans as described above, such reimbursement will be made first from the principal collections available on the mortgage loans included in the same Loan Group as such mortgage loan and if the principal collections in such Loan Group are not sufficient to make such reimbursement in full, then from the principal collections available in the other Loan Group (after giving effect to any reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts that are related to such other Loan Group).

To the extent a Nonrecoverable Advance with respect to a mortgage loan is required to be reimbursed from the interest portion of the general collections on the mortgage loans as

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described in this paragraph, such reimbursement will be made first, from the interest collections available on the mortgage loans included in the same Loan Group as such mortgage loan and if the interest collections in such Loan Group are not sufficient to make such reimbursement in full, then from the interest collections available in the other Loan Group (after giving effect to any reimbursement of Nonrecoverable Advances that are related to such other Loan Group). In addition, the Special Servicer may, at its option, in consultation with the Directing Certificateholder, make a determination in accordance with the Servicing Standards that any P&I Advance or Servicing Advance, if made, would be a Nonrecoverable Advance and may deliver to the applicable Master Servicer and the Trustee notice of such determination, which determination will be conclusive and binding on the applicable Master Servicer and the Trustee; however, the Special Servicer will have no obligation to make an affirmative determination that any P&I Advance or Servicing Advance is, or would be, recoverable, and in the absence of a determination by the Special Servicer that such an Advance is non-recoverable, each such decision will remain with the applicable Master Servicer. Notwithstanding the foregoing, if the Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed P&I Advance or Servicing Advance is non-recoverable, the applicable Master Servicer shall have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed P&I Advance or Servicing Advance is non-recoverable. With respect to a Serviced Mortgage Loan, if any servicer in connection with a subsequent securitization of a Serviced Companion Loan determines that a P&I Advance with respect to that Serviced Companion Loan, if made, would be non-recoverable, such determination will not be binding on the applicable Master Servicer and the Trustee as it relates to any proposed P&I Advance with respect to such Serviced Mortgage Loan. Additionally, with respect to the Non-Serviced Mortgage Loans, if the applicable Master Servicer or the Special Servicer determines that any P&I Advance with respect to that Non-Serviced Mortgage Loan, if made, would be non-recoverable, such determination will not be binding on the related master servicer and related trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Companion Loan. In making a non-recoverability determination as described in this ‘‘—Advances’’ section, the relevant person will be entitled to consider (among other things) the obligations of the borrower under the terms of the related mortgage loan as it may have been modified, to consider (among other things) the related Mortgaged Properties in their ‘‘as is’’ or then current conditions and occupancies, as modified by such party’s assumptions regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider (among other things) future expenses and to estimate and consider (among other things) the timing of recoveries and will be entitled to give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or delayed by the applicable Master Servicer, in light of the fact that Related Proceeds are a source of recovery not only for the Advance under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any such person may update or change its recoverability determinations (but not reverse any other person’s determination that an Advance is non-recoverable) at any time and may obtain at the expense of the trust any analysis, appraisals or market value estimates or other information for such purposes. Absent bad faith, any non-recoverability determination will be conclusive and binding on the Certificateholders, the Master Servicers, the Special Servicer and the Trustee (but no person will be limited from making further non-recoverability determinations that it is otherwise entitled to make). The applicable Master Servicer and the Trustee will be entitled to rely conclusively on any non-recoverability determination of the Special Servicer. Non-recoverable Advances will represent a portion of the losses to be borne by the Certificateholders.

No P&I Advances will be made by the Master Servicers or the Trustee with respect to delinquent amounts in respect of monthly payments or the balloon payments due on any Companion Loan. No Servicing Advances will be made with respect to any Serviced Companion Loan if the related Serviced Mortgage Loan is no longer part of the trust. Any requirement of the Master Servicers, Special Servicer or Trustee to make an Advance in the Pooling and Servicing Agreement is intended solely to provide liquidity for the benefit of the Certificateholders and

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not as credit support or otherwise to impose on any such person the risk of loss with respect to one or more mortgage loans. See ‘‘Description of the Certificates—Advances in Respect of Delinquencies’’ and ‘‘Description of the Pooling Agreements—Certificate Account’’ in the prospectus.

In connection with its recovery of any Advance, each Master Servicer, the Special Servicer and the Trustee will be entitled to be paid, out of any amounts relating to the mortgage loans then on deposit in the Certificate Account, interest at the Prime Rate (the ‘‘Reimbursement Rate’’) accrued on the amount of the Advance from the date made to, but not including, the date of reimbursement. None of the Master Servicers or the Trustee will be entitled to interest on P&I Advances that accrues before the related due date has passed and any applicable grace period has expired. The ‘‘Prime Rate’’ will be the prime rate, for any day, set forth in The Wall Street Journal, New York edition.

Each Statement to Certificateholders furnished or made available by the Paying Agent to the Certificateholders will contain information relating to the amounts of Advances made with respect to the related Distribution Date. See ‘‘Description of the Certificates—Reports to Certificateholders; Certain Available Information’’ in this prospectus supplement and ‘‘Description of the Certificates—Reports to Certificateholders’’ in the prospectus.

Appraisal Reductions

After an Appraisal Reduction Event has occurred with respect to a mortgage loan (other than the Non-Serviced Whole Loan), an Appraisal Reduction is required to be calculated. An ‘‘Appraisal Reduction Event’’ will occur on the earliest of:

(1)    120 days after an uncured delinquency (without regard to the application of any grace period) occurs in respect of a mortgage loan or a related Companion Loan;

(2)    the date on which a reduction in the amount of Periodic Payments on a mortgage loan or a related Companion Loan, or a change in any other material economic term of the mortgage loan or a related Companion Loan (other than an extension of its maturity), becomes effective as a result of a modification of the related mortgage loan by the Special Servicer;

(3)    the date on which a receiver has been appointed;

(4)    60 days after a borrower declares bankruptcy;

(5)    60 days after the date on which an involuntary petition of bankruptcy is filed with respect to the borrower if not dismissed within such time;

(6)    90 days after an uncured delinquency occurs in respect of a balloon payment for a mortgage loan or a related Companion Loan, except where a refinancing is anticipated within 120 days after the maturity date of the mortgage loan, in which case 120 days after such uncured delinquency; and

(7)    immediately after a mortgage loan or a related Companion Loan becomes an REO Loan.

No Appraisal Reduction Event may occur at any time when the aggregate Certificate Balance of all Classes of Certificates (other than the Class A Certificates) has been reduced to zero.

The ‘‘Appraisal Reduction’’ for any Distribution Date and for any mortgage loan (other than the Non-Serviced Whole Loan) as to which any Appraisal Reduction Event has occurred, will be an amount, calculated as of the first Determination Date that is at least 10 business days following the date the Special Servicer receives an appraisal or conducts a valuation described below, equal to the excess of (a) the Stated Principal Balance of that mortgage loan over (b) the excess of (1) the sum of (x) 90% of the appraised value of the related Mortgaged Property, as determined (A) by one or more MAI appraisals with respect to that mortgage loan (together with any other mortgage loan cross-collateralized with such loan) with an outstanding principal balance equal

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to or in excess of $2,000,000 (the costs of which will be paid by the applicable Master Servicer as an Advance), or (B) by an internal valuation performed by the Special Servicer with respect to that mortgage loan (together with any other mortgage loan cross-collateralized with that mortgage loan) with an outstanding principal balance less than $2,000,000, minus, with respect to any MAI appraisals, such downward adjustments as the Special Servicer may make (without implying any obligation to do so) based upon its review of the appraisals and any other information it deems relevant, and (y) all escrows, letters of credit and reserves in respect of that mortgage loan as of the date of calculation over (2) the sum as of the due date occurring in the month of the date of determination of (x) to the extent not previously advanced by the applicable Master Servicer or the Trustee, all unpaid interest on that mortgage loan at a per annum rate equal to the Mortgage Rate, (y) all Advances not reimbursed from the proceeds of such mortgage loan and interest on those Advances at the Reimbursement Rate in respect of that mortgage loan and (z) all currently due and unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid under that mortgage loan (which tax, premiums, ground rents and other amounts have not been the subject of an Advance by the applicable Master Servicer, the Special Servicer or the Trustee, as applicable).

The Special Servicer will be required to order an appraisal or conduct a valuation promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to the Non-Serviced Whole Loans) and will promptly provide such appraisal or valuation to the applicable Master Servicer. On the first Determination Date occurring on or after the tenth business day following the receipt of the MAI appraisal or the completion of the valuation, the party designated in the Pooling and Servicing Agreement will be required to calculate and report to the Directing Certificateholder, the applicable Master Servicer, the Special Servicer, the Trustee (and in the case of any Serviced Whole Loan, any related Companion Holders) and the Paying Agent, the Appraisal Reduction, taking into account the results of such appraisal or valuation. In the event that the Special Servicer has not received any required MAI appraisal within 60 days after the Appraisal Reduction Event (or, in the case of an appraisal in connection with an Appraisal Reduction Event described in clauses (1) and (6) of the third preceding paragraph, within 120 days (in the case of clause (1)) or 90 or 120 days (in the case of clause (6)), respectively, after the initial delinquency for the related Appraisal Reduction Event), the amount of the Appraisal Reduction will be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related mortgage loan until the MAI appraisal is received.

As a result of calculating one or more Appraisal Reductions, the amount of any required P&I Advance will be reduced, which will have the effect of reducing the amount of interest available to the most subordinate Class of Certificates then outstanding (i.e., first to the Class NR Certificates, then to the Class T Certificates, then to the Class Q Certificates, then to the Class P Certificates, then to the Class N Certificates, then to the Class M Certificates, then to the Class L Certificates, then to the Class K Certificates, then to the Class J Certificates, then to the Class H Certificates, then to the Class G Certificates, then to the Class F Certificates, then to the Class E Certificates, then to the Class D Certificates, then to the Class C Certificates, then to the Class B Certificates, then to the Class A-J Certificates, then to the Class A-M Certificates, and then to the Class A Certificates (other than the Class A-4FL Certificates) and the Class X Certificates and the Class A-4FL Regular Interest, pro rata). See ‘‘—Advances’’ above.

With respect to each mortgage loan (other than the Non-Serviced Mortgage Loans) as to which an Appraisal Reduction has occurred (unless the mortgage loan has remained current for three consecutive Periodic Payments, and with respect to which no other Appraisal Reduction Event has occurred with respect to that mortgage loan during the preceding three months), the Special Servicer is required, within 30-days of each annual anniversary of the related Appraisal Reduction Event to order an appraisal (which may be an update of a prior appraisal), the cost of which will be a Servicing Advance, or to conduct an internal valuation, as applicable. Based upon the appraisal or valuation, the value of the Mortgaged Property will be redetermined and reported to the Directing Certificateholder, the applicable Master Servicer, the Special Servicer,

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the Trustee and the Paying Agent, the recalculated amount of the Appraisal Reduction with respect to the mortgage loan. The Directing Certificateholder will have 10 business days to review and approve each calculation of any recalculated Appraisal Reduction; provided, however, that if the Directing Certificateholder fails to approve any calculation of the recalculated Appraisal Reduction within such 10 business days, such consent will be deemed to be given. Notwithstanding the foregoing, the Special Servicer will not be required to obtain an appraisal or valuation with respect to a mortgage loan that is the subject of an Appraisal Reduction Event to the extent the Special Servicer has obtained an appraisal or valuation with respect to the related Mortgaged Property within the 12-month period prior to the occurrence of the Appraisal Reduction Event. Instead, the Special Servicer may use the prior appraisal or valuation in calculating any Appraisal Reduction with respect to the mortgage loan, provided that the Special Servicer is not notified or becomes aware of any material change to the Mortgaged Property, its earnings potential or risk characteristics, or marketability, or market conditions that has occurred that would affect the validity of the appraisal or valuation.

Pending Directing Certificateholder review of a calculation of an appraisal reduction amount, the appraisal reduction amount in effect prior to such calculation shall remain in effect (or, in the case of an initial calculation, the deemed appraisal reduction amount shall apply).

A Serviced Whole Loan will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction with respect to the mortgage loans that comprise a Serviced Whole Loan. Any Appraisal Reduction in respect of a Serviced Whole Loan will generally be allocated first to any related Subordinate Companion Loan, if any, on a pro rata basis, and second to the related Serviced Mortgage Loan and to any related Pari Passu Companion Loan(s), on a pro rata basis.

The Non-Serviced Mortgage Loans are subject to the provisions in the related pooling and servicing agreement relating to appraisal reductions that are substantially similar to the provisions described above. The existence of an appraisal reduction under the related pooling and servicing agreement in respect of the Non-Serviced Mortgage Loans will proportionately reduce the applicable Master Servicer’s or the Trustee’s, as the case may be, obligation to make P&I Advances on that Non-Serviced Mortgage Loan and will generally have the effect of reducing the amount otherwise available for distributions to the Certificateholders. Pursuant to the related pooling and servicing agreement, the Non-Serviced Mortgage Loans will be treated as a single mortgage loan for purposes of calculating an appraisal reduction amount with respect to the mortgage loans that comprise that Non-Serviced Whole Loan. Any appraisal reduction calculated with respect to a Non-Serviced Whole Loan will generally be allocated first to any related Non-Serviced Subordinate Companion Loan, if any, on a pro rata basis, and second to the related Non-Serviced Mortgage Loan and any related Pari Passu Companion Loan, on a pro rata basis.

Any mortgage loan (other than the Non-Serviced Whole Loan) previously subject to an Appraisal Reduction that becomes current and remains current for three consecutive Periodic Payments, and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction.

Reports to Certificateholders; Certain Available Information

On each Distribution Date, the Paying Agent will be required to make available on its website to each holder of a Certificate, the Underwriters, the Master Servicers, the Special Servicer, the Directing Certificateholder, the holders of the Serviced Companion Loans, each Rating Agency, the Trustee and certain assignees of the Depositor, including certain financial market publishers (which are anticipated to initially be Bloomberg, L.P., Trepp, LLC and Intex Solutions, Inc.), if any, a statement (a ‘‘Statement to Certificateholders’’) based in part upon information provided by the Master Servicers in accordance with the Commercial Mortgage Securities Association (or any successor organization reasonably acceptable to the Master Servicers and the Paying Agent) guidelines setting forth, among other things:

(1)    the amount of the distribution on the Distribution Date to the holders of each Class of Certificates in reduction of the Certificate Balance of the Certificates;

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(2)    the amount of the distribution on the Distribution Date to the holders of each Class of Certificates allocable to Distributable Certificate Interest, the Class A-4FL Interest Distribution Amount, and with respect to the Class A-4FL Certificates, notification that the amount of interest distributed on such Class is the Interest Distribution Amount with respect to the Class A-4FL Regular Interest, which amount is being paid as a result of a Swap Default;

(3)    the aggregate amount of P&I Advances made in respect of the Distribution Date;

(4)    the aggregate amount of compensation paid to the Trustee and the Paying Agent and servicing compensation paid to the Master Servicers and the Special Servicer with respect to the Due Period for the Distribution Date;

(5)    the aggregate Stated Principal Balance of the mortgage loans and any REO Loans outstanding immediately before and immediately after the Distribution Date;

(6)    the number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the mortgage loans as of the end of the related Due Period for the Distribution Date;

(7)    the number and aggregate principal balance of mortgage loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 to 119 days (and for each 30-day period thereafter until liquidation) (to the extent such information is received by the Paying Agent), (D) current but specially serviced or in foreclosure but not an REO Property and (E) for which the related borrower is subject to oversight by a bankruptcy court;

(8)    the value of any REO Property included in the trust fund as of the Determination Date for the Distribution Date, on a loan-by-loan basis, based on the most recent appraisal or valuation;

(9)    the Available Distribution Amount and the Class A-4FL Available Funds for the Distribution Date;

(10)    the amount of the distribution on the Distribution Date to the holders of each Class of Certificates allocable to Yield Maintenance Charges;

(11)    the Pass-Through Rate for each Class of Certificates for the Distribution Date and the next succeeding Distribution Date;

(12)    the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for the Distribution Date;

(13)    the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after the Distribution Date, separately identifying any reduction in these amounts as a result of the allocation of any Collateral Support Deficit on the Distribution Date;

(14)    the fraction, expressed as a decimal carried to eight places, the numerator of which is the then related Certificate Balance or Notional Amount, as the case may be, and the denominator of which is the related initial aggregate Certificate Balance or Notional Amount, as the case may be, for each Class of Certificates (other than the Residual Certificates) immediately following the Distribution Date;

(15)    the amount of any Appraisal Reductions effected in connection with the Distribution Date on a loan-by-loan basis and the total Appraisal Reduction effected in connection with such Distribution Date;

(16)    the number and Stated Principal Balances of any mortgage loans extended or modified since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;

(17)    the amount of any remaining unpaid interest shortfalls for each Class of Certificates as of the Distribution Date;

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(18)    a loan-by-loan listing of each mortgage loan which was the subject of a principal prepayment since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of principal prepayment occurring;

(19)    a loan-by-loan listing of any mortgage loan that was defeased since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);

(20)    all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the Master Servicer Remittance Date;

(21)    the amount of the distribution on the Distribution Date to the holders of each Class of Certificates in reimbursement of Collateral Support Deficit;

(22)    the aggregate unpaid principal balance of the mortgage loans outstanding as of the close of business on the related Determination Date;

(23)    with respect to any mortgage loan as to which a liquidation occurred since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) (other than a payment in full), (A) its loan number, (B) the aggregate of all Liquidation Proceeds which are included in the Available Distribution Amount and other amounts received in connection with the liquidation (separately identifying the portion allocable to distributions on the Certificates) and (C) the amount of any Collateral Support Deficit in connection with the liquidation;

(24)    with respect to any REO Property included in the trust as to which the Special Servicer determined, in accordance with the Servicing Standards, that all payments or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan number of the related mortgage loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that determination (separately identifying the portion allocable to distributions on the Certificates) and (C) the amount of any realized loss in respect of the related REO Loan in connection with that determination;

(25)    the aggregate amount of interest on P&I Advances paid to each Master Servicer and the Trustee since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);

(26)    the aggregate amount of interest on Servicing Advances (other than with respect to the Non-Serviced Mortgage Loans) paid to each Master Servicer, the Special Servicer and the Trustee since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);

(27)    the original and then-current credit support levels for each Class of Certificates;

(28)    the original and then-current ratings for each Class of Certificates;

(29)    the amount of the distribution on the Distribution Date to the holders of the Residual Certificates;

(30)    the aggregate amount of Yield Maintenance Charges collected since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);

(31)    LIBOR as calculated for the related Distribution Date and for the next succeeding Distribution Date;

(32)    the amounts received and paid in respect of the Swap Contract;

(33)    identification of any Rating Agency Trigger Event or Swap Default as of the close of business on the last day of the immediately preceding calendar month with respect to the Swap Contract;

(34)    the amount of any (A) payment by the Swap Counterparty under the Swap Contract as a termination payment, (B) payment to any successor swap counterparty to

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acquire a replacement interest rate swap contract, and (C) collateral posted in connection with any Rating Agency Trigger Event;

(35)    the amount of and identification of any payments on the Class A-4FL Certificates in addition to the amount of principal and interest due thereon, such as any termination payment received in connection with the Swap Contract;

(36)    identification of any material modification, extension or waiver of a mortgage loan; and

(37)    identification of any material breach of the representations and warranties given with respect to a mortgage loan by the applicable Mortgage Loan Seller.

Under the Pooling and Servicing Agreement, the applicable Master Servicer is required to provide to the holders of the Serviced Companion Loans certain other reports, copies and information relating to the related Serviced Whole Loan.

The Paying Agent will make available each month the Statements to Certificateholders and the other parties to the Pooling and Servicing Agreement through its website, which is initially located at www.etrustee.net. In addition, the Paying Agent may make certain other information and reports (including the collection of reports specified by The Commercial Mortgage Securities Association (or any successor organization reasonably acceptable to the Paying Agent and the Master Servicers) known as the ‘‘CMSA Investor Reporting Package’’) related to the mortgage loans available, to the extent that the Paying Agent receives such information and reports from the Master Servicers, and direction from the Depositor, or is otherwise directed to do so under the Pooling and Servicing Agreement. The Paying Agent will not make any representations or warranties as to the accuracy or completeness of any information provided by it and may disclaim responsibility for any information for which it is not the original source. In connection with providing access to the Paying Agent’s website, the Paying Agent may require registration and acceptance of a disclaimer. The Paying Agent will not be liable for the dissemination of information made in accordance with the Pooling and Servicing Agreement.

In addition, copies of each Statement to Certificateholders will be filed with the Securities and Exchange Commission through its EDGAR system located at ‘‘http://www.sec.gov’’ under the name of the Issuing Entity for so long as the Issuing Entity is subject to the reporting requirement of the Securities Exchange Act of 1934, as amended. The public also may read and copy any materials filed with the Securities and Exchange Commission at its Public Reference Room located at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

In the case of information furnished pursuant to clauses (1), (2), (10), (17) and (21) above, the amounts will be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per any definitive certificate. In addition, within a reasonable period of time after the end of each calendar year, the Paying Agent is required to furnish to each person or entity who at any time during the calendar year was a holder of a Certificate, a statement containing the information set forth in clauses (1), (2) and (10) above as to the applicable Class, aggregated for the related calendar year or applicable partial year during which that person was a Certificateholder, together with any other information that the Paying Agent deems necessary or desirable, or that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for that calendar year. This obligation of the Paying Agent will be deemed to have been satisfied to the extent that substantially comparable information will be provided by the Paying Agent pursuant to any requirements of the Code as from time to time are in force.

The Paying Agent will be required to provide or make available to certain financial market publishers, which are anticipated initially to be Bloomberg, L.P., Trepp, LLC and Intex Solutions, Inc., certain current information with respect to the Mortgaged Properties on a monthly basis, including current and original net operating income, debt service coverage ratio based upon borrowers’ annual Operating Statements and occupancy rates, to the extent it has received the information from the Master Servicers pursuant to the Pooling and Servicing Agreement.

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The Pooling and Servicing Agreement requires that the Paying Agent (except for items (6) and (7), which will be made available by the Trustee) make available at its offices, during normal business hours, for review by any holder of an Offered Certificate, the Mortgage Loan Sellers, the Depositor, the Special Servicer, the Master Servicers, the Directing Certificateholder, the holders of the Serviced Companion Loans, each Rating Agency, any designee of the Depositor or any other person to whom the Paying Agent or the Trustee, as applicable, believes the disclosure is appropriate, upon their prior written request, originals or copies of, among other things, the following items:

(1)    the Pooling and Servicing Agreement and any amendments to that agreement;

(2)    all Statements to Certificateholders made available to holders of the relevant Class of Offered Certificates since the Closing Date;

(3)    all officer’s certificates delivered to the Trustee and the Paying Agent since the Closing Date as described under ‘‘Description of the Pooling Agreements—Evidence as to Compliance’’ in the prospectus;

(4)    all accountants’ reports delivered to the Trustee and the Paying Agent since the Closing Date as described under ‘‘Description of the Pooling Agreements—Evidence as to Compliance’’ in the prospectus;

(5)    the most recent property inspection report prepared by or on behalf of the applicable Master Servicer or the Special Servicer and delivered to the Paying Agent in respect of each Mortgaged Property;

(6)    copies of the mortgage loan documents;

(7)    any and all modifications, waivers and amendments of the terms of a mortgage loan entered into by the applicable Master Servicer or the Special Servicer and delivered to the Trustee; and

(8)    any and all statements and reports delivered to, or collected by, the applicable Master Servicer or the Special Servicer, from the borrowers, including the most recent annual property Operating Statements, rent rolls and borrower financial statements, but only to the extent that the statements and reports have been delivered to the Paying Agent.

Copies of any and all of the foregoing items will be available to those named in the above paragraph, from the Paying Agent or the Trustee, as applicable, upon request; however, the Paying Agent or the Trustee, as applicable, will be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing the copies, except that the Directing Certificateholder will be entitled to receive such items free of charge. Pursuant to the Pooling and Servicing Agreement, the Master Servicers will be required to use reasonable efforts to collect certain financial and property information required under the mortgage loan documents, such as Operating Statements, rent rolls and financial statements.

The Trustee will make each Statement to Certificateholders available each month to Certificateholders and the other parties to the Pooling and Servicing Agreement via the Trustee’s internet website. The Trustee will also make the periodic reports described in the prospectus under ‘‘Description of Certificates—Reports to Certificateholders’’ relating to the Issuing Entity available through its website promptly after they are filed with the Securities and Exchange Commission. The Trustee’s internet website will initially be located at www.etrustee.net. Assistance in using the website can be obtained by calling the Trustee’s customer service desk at (714) 259-6253. Parties that are unable to use the website are entitled to have a paper copy mailed to them at no charge via first class mail by calling the customer service desk.

The Trustee 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 Securities and Exchange Commission on behalf of the trust.

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The Pooling and Servicing Agreement will require the Master Servicers and the Paying Agent, 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 Servicers and the Controlling Class Certificateholder, access to the reports available as set forth above, as well as certain other information received by the Master Servicers or the Paying Agent, as the case may be, to any Certificateholder, the Underwriters, the Mortgage Loan Sellers, any Certificate Owner or any prospective investor so identified by a Certificate Owner or an Underwriter, that requests reports or information. However, the Paying Agent and the Master Servicers 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, except that, other than for extraordinary or duplicate requests, 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 Offered 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 Servicers, the Special Servicer, the Trustee, the Paying Agent 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 Offered 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) 4% in the case of the Class X Certificates and (2) in the case of any other Class of Certificates (other than the Residual Certificates), a percentage equal to the product of 96% and a fraction, the numerator of which is equal to the aggregate Certificate Balance of the Class, in each case, determined as of the prior Distribution Date, and the denominator of which is equal to the aggregate Certificate Balance of all Classes of Certificates, each determined as of the prior Distribution Date. None of the Class R or Class LR Certificates will be entitled to any Voting Rights. For purposes of determining Voting Rights, the Certificate Balance of each Class will not be reduced by the amount allocated to that Class of any Appraisal Reductions related to mortgage loans as to which Liquidation Proceeds or other final payment have not yet been received. 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. Solely for purposes of giving any consent, approval or waiver pursuant to the Pooling and Servicing Agreement, none of the Master Servicers, the Special Servicer or the Depositor 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 an Event of Default on its part under the Pooling and Servicing Agreement; provided, however, that the restrictions will not apply to the exercise of the Special Servicer’s rights, if any, 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 Paying Agent on behalf of the Trustee and required to be paid following the earlier of (1) the final payment (or related Advance) or other liquidation of the last mortgage loan or REO Property subject to the Pooling and Servicing Agreement, (2) the voluntary exchange of all the then outstanding certificates (other than the Residual Certificates) for the mortgage loans remaining

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in the trust (provided, however, that (a) the Offered Certificates are no longer outstanding, (b) there is only one holder of the then outstanding Certificates (other than the Residual Certificates) and (c) each Master Servicer consents to the exchange) or (3) the purchase or other liquidation of all of the assets of the trust fund by the holders of the Controlling Class, the Master Servicers, the Special Servicer or the holders of the Class LR Certificates, in that order of priority. Written notice of termination of the Pooling and Servicing Agreement will be given by the Paying Agent to each Certificateholder and each Rating Agency and 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 Master Servicers, the Special Servicer and the holders of the Class LR 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 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 aggregate fair market 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 and mutually agreed upon by a Master Servicer and the Trustee plus the reasonable out of pocket expenses of that Master Servicer related to such purchase, unless that Master Servicer is the purchaser and (3) if the Non-Serviced Mortgaged Property is an REO Property under the terms of the related pooling and servicing agreement, the pro rata portion of the fair market value of the related property, as determined by the related master servicer in accordance with clause (2) above. This purchase will effect early retirement of the then outstanding Offered Certificates, but the rights of the holders of the Controlling Class, the Special Servicer, the Master Servicers or the holders of the Class LR Certificates to effect the termination is subject to the requirement 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, including the Class X Certificates, for the remaining mortgage loans is not subject to the 1% limit but is limited to each Class of outstanding Certificates being held by one Certificateholder who must voluntarily participate.

On the final Distribution Date, the aggregate amount paid by the holders of the Controlling Class, the Special Servicer, the Master Servicers or the holders of the Class LR Certificates, as the case may be, for the mortgage loans and other assets in the trust fund (if the trust fund is to be terminated as a result of the purchase described in the preceding paragraph), together with all other amounts on deposit in the Certificate Account and not otherwise payable to a person other than the Certificateholders (see ‘‘Description of the Pooling Agreements—Certificate Account’’ in the prospectus), 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 Servicers or the holders of the Class LR Certificates would result in prepayment in full of the 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.

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DESCRIPTION OF THE SWAP CONTRACT

On the Closing Date, the Depositor will transfer the Class A-4FL Regular Interest to the trust in exchange for the Class A-4FL Certificates, which will represent all of the beneficial interest in the portion of the trust consisting of the Class A-4FL Regular Interest, the Swap Contract and the Floating Rate Account.

The Paying Agent, on behalf of the trust, will enter into an interest rate swap agreement related to the Class A-4FL Regular Interest (the ‘‘Swap Contract’’), with JPMCB (the ‘‘Swap Counterparty’’). The Swap Contract will have a maturity date of the Distribution Date in February 2051 (the same date as the Rated Final Distribution Date of the Class A-4FL Certificates). The Paying Agent will make available to the Swap Counterparty the Statement to Certificateholders for each Distribution Date, which statement will include LIBOR applicable to the related Interest Accrual Period. See ‘‘Description of the Certificates—Distributions’’ in this prospectus supplement. The Paying Agent will also calculate the amounts, if any, due from or payable to the Swap Counterparty under the Swap Contract.

The Significance Percentage with respect to the interest rate swap payments under the Swap Contract is less than 10%. As used in the preceding sentence, ‘‘Significance Percentage’’ refers to the percentage that the amount of the Significance Estimate represents of the aggregate initial principal balance of the Class A-4FL Certificates. ‘‘Significance Estimate’’ refers to the reasonable good faith estimate of maximum probable exposure, made in substantially the same manner as that used in JPMCB’s internal risk management process in respect of similar instruments.

The Paying Agent may make withdrawals from the Floating Rate Account only for the following purposes: (i) to distribute to the holders of the Class A-4FL Certificates the Class A-4FL Available Funds for any Distribution Date; (ii) to withdraw any amount deposited into the Floating Rate Account that was not required to be deposited in such account; (iii) to pay any funds required to be paid to the Swap Counterparty under the Swap Contract; and (iv) to clear and terminate the account pursuant to the terms of the Pooling and Servicing Agreement.

The Swap Contract will provide that, so long as the Swap Contract is in effect, (a) on each Distribution Date, commencing in June 2008, the Paying Agent will pay or cause to be paid to the Swap Counterparty (i) any Yield Maintenance Charges in respect of the Class A-4FL Regular Interest for the related Distribution Date and (ii) one month’s interest at the Pass Through Rate applicable to the Class A-4FL Regular Interest accrued for the related Interest Accrual Period on the Certificate Balance of the Class A-4FL Certificates, and (b) on the business day before each Distribution Date, commencing in June 2008, the Swap Counterparty will pay to the Paying Agent, for the benefit of the Class A-4FL Certificateholders, one month’s interest at the Pass Through Rate applicable to the Class A-4FL Certificates accrued for the related Interest Accrual Period on the Certificate Balance of the Class A-4FL Certificates. Such payments will be made on a net basis.

On any Distribution Date for which the funds allocated to payment of the Interest Distribution Amount of the Class A-4FL Regular Interest, are insufficient to pay all amounts due to the Swap Counterparty under the Swap Contract for such Distribution Date, the amounts payable by the Swap Counterparty to the trust under the Swap Contract will be reduced, on a dollar for dollar basis, by the amount of such shortfall, and holders of the Class A-4FL Certificates, will experience a shortfall in their anticipated yield.

If the Swap Counterparty’s long term rating is not at least ‘‘A3’’ by Moody’s Investors Service, Inc. or at least ‘‘A−’’ by Fitch, Inc. (a ‘‘Rating Agency Trigger Event’’), the Swap Counterparty will be required to post collateral or find a replacement swap counterparty that would not cause another Rating Agency Trigger Event. In the event that the Swap Counterparty fails to either post acceptable collateral or fails to find an acceptable replacement swap counterparty following a Rating Agency Trigger Event (in each case, following the expiration of any applicable grace period), or if it fails to make a payment to the trust required under the Swap Contract or an early termination date is designated under the Swap Contract in accordance with its terms (each such

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event, a ‘‘Swap Default’’), then the Paying Agent will be required, subject to the Trustee’s determination (or the Paying Agent’s determination on behalf of the Trustee) that costs of enforcement will be recoverable from or indemnified by the holders of the Class A-4FL Certificates, to take such actions (following the expiration of any applicable grace period), unless otherwise directed in writing by the holders of 25%, by Certificate Balance, of the Class A-4FL Certificates, to enforce the rights of the trust under the Swap Contract as may be permitted by the terms of the Swap Contract and the Pooling and Servicing Agreement use any termination fees received from the Swap Counterparty (as described below under ‘‘—Termination Fees’’) to enter into a replacement interest rate swap contract on substantially identical terms. If the costs attributable to entering into a replacement interest rate swap contract would exceed the net proceeds of the liquidation of the Swap Contract, a replacement interest rate swap contract will not be entered into and any such proceeds will instead be distributed to the holders of the Class A-4FL Certificates.

Any conversion to distributions equal to distributions on the Class A-4FL Regular Interest pursuant to a Swap Default will become permanent following the determination by the Paying Agent or the holders of 25% of the Class A-4FL Certificates not to enter into a replacement interest rate swap contract and distribution of any termination payments to the holders of the Class A-4FL Certificates. Any such Swap Default and the consequent conversion to distributions equal to distributions on the Class A-4FL Regular Interest will not constitute a default under the Pooling and Servicing Agreement. Any such conversion to distributions equal to distributions on the Class A-4FL Regular Interest might result in a temporary delay of payment of the distributions to the holders of the Class A-4FL Certificates, if notice of the resulting change in payment terms of the Class A-4FL Certificates, is not given to DTC within the time frame in advance of the Distribution Date that DTC requires to modify the payment.

The Paying Agent will have no obligation on behalf of the trust to pay or cause to be paid to the Swap Counterparty any portion of the amounts due to the Swap Counterparty under the Swap Contract for any Distribution Date unless and until the related interest payment on the Class A-4FL Regular Interest for such Distribution Date is actually received by the Paying Agent.

Termination Fees

In the event of the termination of the Swap Contract and the failure of the Swap Counterparty to replace the Swap Contract, the Swap Counterparty may be obligated to pay a termination fee to the trust generally designed to compensate the trust for the cost, if any, of entering into a substantially similar interest rate swap contract with another swap counterparty. If the termination fee is not used to pay for a replacement swap contract, then that termination fee will be distributed to the Class A-4FL Certificateholders.

The Swap Counterparty

JPMCB is the Swap Counterparty under the Swap Contract. JPMCB is also a Mortgage Loan Seller and an affiliate of J.P. Morgan Chase Commercial Mortgage Securities Corp., which is the Depositor and is an affiliate of J.P. Morgan Securities Inc., which is an underwriter.

JPMCB is a wholly owned bank subsidiary of JPMorgan Chase & Co., a Delaware corporation. JPMCB is a commercial bank offering a wide range of banking services to its customers both domestically and internationally. It is chartered, and its business is subject to examination and regulation, by the Office of the Comptroller of the Currency, a bureau of the United States Department of the Treasury. It is a member of the Federal Reserve System and its deposits are insured by the Federal Deposit Insurance Corporation.

The long term certificates of deposit of JPMCB are rated ‘‘Aa2’’ and ‘‘AA−’’ by Moody’s and Fitch, respectively, as of the date of this prospectus supplement.

JPMorgan Chase & Co. files reports with the Securities and Exchange Commission that are required under the Securities Exchange Act of 1934. Such reports include additional financial

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information regarding the Swap Counterparty and may be obtained at the website maintained by the Securities and Exchange Commission at http://www.sec.gov.

Servicing of the Mortgage Loans

General

The servicing of the mortgage loans (including the Serviced Whole Loans but excluding the Non-Serviced Whole Loans) and any REO Properties will be governed by 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 Whole Loan) and any REO Properties. The Non-Serviced Mortgage Loans will be serviced in accordance with the related pooling and servicing agreement by the related master servicer and the related special servicer and according to the servicing standards provided for in the related pooling and servicing agreement, which require, among other things, that the related master servicer and related special servicer attempt to maximize recovery on all portions of the Non-Serviced Whole Loans. All references to ‘‘mortgage loans’’ in this section, ‘‘Servicing of the Mortgage Loans,’’ include the Serviced Mortgage Loans or the Serviced Whole Loans, as the case may be, but do not include the Non-Serviced Mortgage Loans and any related REO Property, unless otherwise specifically stated. 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. 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.

Each of the Master Servicers (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. Each 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 applicable Master Servicer and Special Servicer, as applicable, will remain primarily responsible for the servicing of those mortgage loans). Notwithstanding the foregoing, the Special Servicer shall 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 the consent of the Directing Certificateholder, except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.

Each Master Servicer and the Special Servicer will be required to service and administer the mortgage loans (including the Serviced Whole Loans, but excluding the Non-Serviced Whole Loans) for which it is obligated to service and administer, as an independent contractor, pursuant to the Pooling and Servicing Agreement on behalf of the trust fund and in the best interests of and for the benefit of Certificateholders as a collective whole in accordance with applicable law, the terms of the Pooling and Servicing Agreement and the terms of the respective mortgage loan documents (and in the case of each Serviced Whole Loan or each mortgage loan with a related mezzanine loan, the terms of the related intercreditor agreement) and, to the extent consistent with the foregoing, further as follows: (1) with the same skill, care and diligence as is normal and usual in its mortgage servicing activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans that are comparable to the mortgage loans it is servicing under the Pooling and Servicing Agreement, (2) with a view to the timely collection of all scheduled payments of principal and interest under the mortgage loans and (3) without regard to:

(A)    any relationship that a Master Servicer or the Special Servicer, or any of their respective affiliates, as the case may be, may have with the related borrower;

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(B)    the ownership of any Certificate or, if applicable, mezzanine loan or Serviced Companion Loan, by a Master Servicer or Special Servicer, or any of their respective affiliates, as the case may be;

(C)    a Master Servicer’s obligation to make Advances; and

(D)    a Master Servicer’s or the Special Servicer’s, as the case may be, right to receive compensation (or the adequacy thereof) for its services 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 or mortgaged properties by a Master Servicer or the Special Servicer, as the case may be;

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

(G)    any debt that a Master Servicer or the Special Servicer or any of their respective affiliates, as the case may be, has extended to any borrower or any of their respective affiliates (the foregoing collectively referred to as the ‘‘Servicing Standards’’).

Except as otherwise described under ‘‘—Inspections; Collection of Operating Information’’ below, each Master Servicer will be responsible initially for the servicing and administration of the entire pool of mortgage loans for which it is the applicable Master Servicer (including, if applicable, the Serviced Whole Loans). Each Master Servicer will be required to transfer its servicing responsibilities to the Special Servicer with respect to any mortgage loan (including, if applicable, the Serviced Whole Loans):

(1)    as to which (a) 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 (b) in the case of a balloon payment, the balloon payment is delinquent and the related borrower has not provided the applicable Master Servicer, within 60 days prior to the related maturity date, with a bona fide written commitment for refinancing reasonably satisfactory in form and substance to the applicable Master Servicer, which provides that such refinancing will occur within 120 days of such related maturity date, provided that the mortgage loan will become a Specially Serviced Mortgage Loan immediately if (1) the related borrower fails to diligently pursue such financing, (2) the related borrower fails to pay any Assumed Scheduled Payment on the related due date at any time before the refinancing and/or (3) such a refinancing does not occur at or before the end of such 120-day period (or at or before the end of 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 each AB Mortgage Loan or mortgage loan with mezzanine debt, the holder of the AB Subordinate Companion Loan or mezzanine loan 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 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 applicable 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;

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(5)    as to which, in the judgment of the applicable Master Servicer or Special Servicer (in the case of the Special Servicer, with the consent of the Directing Certificateholder), as applicable, a payment default is imminent and is not likely to be cured by the borrower within 60 days;

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

(7)    as to which the applicable Master Servicer or Special Servicer (in the case of the Special Servicer, with the consent of the Directing Certificateholder) determines that (i) a default (other than as described in clause (5) above) under the mortgage loan is imminent, (ii) such default will materially impair the value of the corresponding Mortgaged Property as security for the mortgage loan or otherwise materially adversely affect the interests of Certificateholders (or, with respect to a Serviced Whole Loan, the interests of the Certificateholders and the holders of the related Serviced Companion Loans, as a collective whole), and (iii) the default will continue unremedied for the applicable cure period under the terms of the mortgage loan 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 acceleration without application of a grace period under the terms of the mortgage loan); provided, that any determination that a special servicing transfer event has occurred under this clause (7) with respect to any mortgage 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 (with the consent of the Directing Certificateholder) as described under ‘‘—Maintenance of Insurance’’ below.

However, the applicable Master Servicer will be required to continue to (w) receive payments on the mortgage loan (including the Serviced Whole Loans) (including amounts collected by the Special Servicer), (x) make certain calculations with respect to the mortgage loan, (y) make remittances and prepare certain reports to the Certificateholders with respect to the mortgage loan and (z) receive the Servicing Fee in respect of the mortgage loan at the Servicing Fee Rate. If the related Mortgaged Property is acquired in respect of any mortgage loan (including the Serviced Whole Loans) (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 the Serviced Companion Loans and excluding the Non-Serviced Mortgage Loans) serviced by the Special Servicer and any mortgage loans (including the Serviced Companion Loans and excluding the Non-Serviced Mortgage Loans) that have become REO Properties are referred to in this prospectus supplement as the ‘‘Specially Serviced Mortgage Loans.’’ If any Serviced Companion Loan becomes specially serviced, then the related Serviced Mortgage Loan will become a Specially Serviced Mortgage Loan. If a Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, then the related Serviced Companion Loans will become Specially Serviced Mortgage Loans. The Master Servicers will have no responsibility for the performance by the Special Servicer of its duties under the Pooling and Servicing Agreement. Any mortgage loan that 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 3 consecutive Periodic Payments (provided, that no additional event of default is foreseeable in the

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reasonable judgment of the Special Servicer) or the circumstances which give rise to the transfer no longer exist, the Special Servicer will be required to return servicing of that mortgage loan (a ‘‘Corrected Mortgage Loan’’) to the applicable 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) 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, each holder of a related Companion Loan, the applicable Master Servicer, the Trustee (upon request), the Paying Agent and each Rating Agency. 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. 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 Standards that the objection is not in the best interest of all the Certificateholders. If 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. 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 or until the Special Servicer makes a determination that the objection is not in the best interests of the Certificateholders.

The Directing Certificateholder

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 Master Servicers 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 Servicers, subject to consent or deemed consent of the Special Servicer. Except as otherwise described in the succeeding paragraphs below, both (a) the applicable Master Servicer will not be permitted to take any of the following actions unless it has obtained the consent of the Special Servicer and (b) the Special Servicer will not be permitted to consent to a 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 after receipt of the written recommendation and analysis (provided, that if such written objection has not been received by the Special Servicer within the ten-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 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 Purchase Price (other than in connection with the exercise of the Purchase Option described under ‘‘—Realization Upon Defaulted Mortgage Loans’’ below);

(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;

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(v)    any release of collateral or any acceptance of 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 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;

(vii)    any property management company changes (with respect to a mortgage loan with a principal balance greater than $2,500,000) or franchise changes, in each case with respect to a mortgage loan for which the borrower must obtain the consent or approval of the lender under the mortgage loan documents;

(viii)    releases of any escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves;

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

(x)    any determination by the Special Servicer of an Acceptable Insurance Default;

provided, that in the event that a Master Servicer or the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole), that Master Servicer or the Special Servicer, as the case may be, may take any such action without waiting for the response of the Special Servicer or the Directing Certificateholder, as the case may be.

In addition, 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, the Pooling and Servicing Agreement, including the Servicing Standards, or the REMIC Provisions (and, with respect to a Serviced Mortgage Loan, subject to the rights of the holders of the related Serviced Companion Loans as described under ‘‘Description of the Mortgage Pool—AB Whole Loans’’ in this prospectus supplement).

With respect to the Non-Serviced Whole Loans, the Directing Certificateholder will not be entitled to exercise the above-described rights, but such rights will be exercisable by the Non-Serviced Mortgage Loan Controlling Holder, provided, nothing precludes the Directing Certificateholder from consulting with the related special servicer, regardless of whether the Non-Serviced Mortgage Loan Controlling Holder is entitled to exercise such rights.

The ‘‘Directing Certificateholder’’ will be the Controlling Class Certificateholder selected by more than 50% of the Controlling Class Certificateholders, by Certificate Balance, as certified 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 will be the Directing Certificateholder. The initial Directing Certificateholder will be Cadim TACH Inc.

A ‘‘Controlling Class Certificateholder’’ is each holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as certified to the Certificate Registrar from time to time by the holder (or Certificate Owner).

The ‘‘Controlling Class’’ will be as of any time of determination the most subordinate Class of Certificates (other than the Class X Certificates) then outstanding that has a Certificate Balance at least equal to 25% of the initial Certificate Balance of that Class. For purposes of determining the

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identity of the Controlling Class, the Certificate Balance of each Class will not be reduced by the amount allocated to that Class of any Appraisal Reductions. The Controlling Class as of the Closing Date will be the Class NR Certificates.

The ‘‘Non-Serviced Mortgage Loan Controlling Holder’’ will be the JPMCC 2007-C1 Directing Certificateholder.

None of the Master Servicers or the Special Servicer will be required to take or to refrain from taking any action pursuant to instructions from the Directing Certificateholder, or the holder of any Companion Loan 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 of the Master Servicers or the Special Servicer to violate applicable law, the related loan documents, the Pooling and Servicing Agreement (including the Servicing Standards), any related intercreditor agreements or the REMIC Provisions.

Either of the Master Servicers 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. Either of the Master Servicers 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. The Special Servicer may generally be replaced at any time by the Directing Certificateholder so long as, among other things, the Directing Certificateholder provides a replacement that is acceptable to the Rating Agencies. Additionally, either of the Master Servicers or the Special Servicer, as the case may be, may be replaced at the direction of the Depositor, the Trustee, or Certificateholders representing at least 51% of Voting Rights if an event of default under the Pooling and Servicing Agreement occurs with respect to such entity. In the event that either of the Master Servicers or the Special Servicer resigns or is replaced and no replacement is otherwise provided for, the Trustee is required to immediately take the place of such resigning or replaced Master Servicer or Special Servicer unless it is prohibited by any applicable law from serving in such capacity. The Certificateholders will receive notification from the Trustee, in any case in which either of the Master Servicers or Special Servicer resigns or is replaced.

Limitation on Liability of Directing Certificateholder

The Directing Certificateholder (and, with respect to a 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 (and, with respect to a Non-Serviced Whole Loan, the related Non-Serviced Mortgage Loan Controlling Holder) will not be protected against any liability to the Controlling Class Certificateholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties.

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

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(d)    may take actions that favor the interests of the holders of the Controlling Class (or, with respect to a 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.

The taking of, or refraining from taking, any action by a Master Servicer or the Special Servicer in accordance with the direction of or approval of the Directing Certificateholder, which does not violate any law or the Servicing Standards or the provisions of the Pooling and Servicing Agreement or the Intercreditor Agreements, will not result in any liability on the part of that Master Servicer or the Special Servicer.

Generally, the holders of the Serviced Companion Loans and their designees will have limitations on liability with respect to actions taken in connection with the related Serviced Mortgage Loan similar to the limitations of the Directing Certificateholder described above.

Maintenance of Insurance

To the extent permitted by the related mortgage loan and required by the Servicing Standards, the Master Servicers (with respect to the mortgage loans and the Serviced Whole Loans, but excluding the Non-Serviced Mortgage Loans) or the Special Servicer (with respect to REO Properties other than a Mortgaged Property securing the Non-Serviced Whole Loan) will be required to use efforts consistent with the Servicing Standards (other than with respect to the Non-Serviced Mortgage Loans, which are serviced under the related pooling and servicing agreements) to cause each borrower to maintain for the related Mortgaged Property all insurance coverage required by the terms of the mortgage loan documents, except to the extent that the failure of the related borrower to do so is an Acceptable Insurance Default (as defined below). This insurance coverage is required to be in the amounts, and from an insurer meeting the requirements, set forth in the related mortgage loan documents. If the borrower does not maintain such coverage, subject to its recovery determination as to any required Servicing Advance, the applicable Master Servicer (with respect to mortgage loans) or the Special Servicer (with respect to REO Properties other than an REO Property securing a 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 applicable Master Servicer or Special Servicer, as applicable, in accordance with the Servicing Standards; provided, that the applicable Master Servicer will be obligated to use efforts consistent with the Servicing Standards 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. The coverage described in the immediately preceding sentence will be in an amount that is not less than the lesser of the full replacement cost of the improvements securing that mortgage loan or the outstanding principal balance owing on that mortgage loan, but in any event, in an amount sufficient to avoid the application of any co-insurance clause unless otherwise noted in the related mortgage loan documents. Notwithstanding any contrary provision above, the Master Servicers 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 such insurance was required at the time of origination of the related mortgage loan and is available at commercially reasonable rates. In addition, the applicable Master Servicer will be entitled to rely on insurance consultants (at the applicable Master Servicer’s expense) in determining whether any insurance is available at commercially reasonable rates. After the applicable Master Servicer determines that a Mortgaged Property is located in an area identified as a federally designated special flood hazard area (and flood insurance has been made available), the applicable Master Servicer will be required to use efforts consistent with the Servicing Standards 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 applicable Master Servicer in accordance with the

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Servicing Standards) a flood insurance policy in an amount representing coverage not less than the lesser of (1) the outstanding principal balance of the related mortgage loan and (2) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, 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 Standards.

Notwithstanding the foregoing, with respect to the mortgage loans that either (x) require the borrower to maintain property insurance providing ‘‘special’’ form coverage (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 reasonably requires from time to time in order to protect its interests, the applicable Master Servicer will be required to, consistent with the Servicing Standards, (A) actively monitor whether the insurance policies for the related Mortgaged Property contain exclusions in addition to those customarily found in insurance policies 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 (such knowledge to be based on the applicable Master Servicer’s compliance with the immediately preceding clauses (A) and (B)) that any insurance policy contains Additional Exclusions or if it has knowledge (such knowledge to be based on the applicable Master Servicer’s compliance with the immediately preceding clauses (A) and (B)) that any borrower fails to purchase the insurance requested to be purchased by the applicable Master Servicer pursuant to clause (B) above. If the Special Servicer determines in accordance with the Servicing Standards that such failure is not an Acceptable Insurance Default the Special Servicer will be required to notify the applicable Master Servicer and the applicable Master Servicer will be required to use efforts consistent with the Servicing Standards 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 inform each Rating Agency as to such conclusions 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 a mortgage loan that expressly requires the borrower to maintain insurance coverage for acts of terrorism (or that expressly requires the borrower to maintain insurance coverage for acts of terrorism but limits the amounts that must be spent by the borrower for the related premium), 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 real property specific insurance coverage with respect to, or a casualty insurance policy providing ‘‘special’’ form coverage 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 real 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 applicable 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 Standards and with the consent of the Directing Certificateholder, 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 real property and located in or around the region in which such related mortgaged real property is located, or (b) such insurance is not available at any rate; provided, however, the Directing Certificateholder will not have more than 30 days to respond to the Special Servicer’s request for such consent; provided, further, that upon the Special Servicer’s determination, consistent with the Servicing Standards, 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 Servicers (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.

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During the period that the Special Servicer is evaluating the availability of such insurance, or waiting for a response from the Directing Certificateholder, neither of the Master Servicers nor the Special Servicer will be liable for any loss related to its failure to require the borrower to maintain such insurance and none of them 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, which are serviced under the related pooling and servicing agreement), to the extent obtainable at commercially reasonable rates, in an amount that is at least equal to the lesser of (1) the full replacement cost of the improvements on the REO Property, or (2) the outstanding principal balance owing on the related mortgage loan, 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 in accordance with the Servicing Standards), 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 Servicers and the Special Servicer may satisfy their respective obligations to cause each borrower to maintain a hazard insurance policy by maintaining a blanket or master single interest or force-placed policy insuring against hazard losses on the mortgage loans and REO Properties. Any losses incurred with respect to mortgage loans 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 Servicers or Special Servicer in maintaining a hazard insurance policy, if the borrower defaults on its obligation to do so, will be advanced by the applicable 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 in trust for the Certificateholders (the ‘‘REO Account’’) or advanced by the applicable Master Servicer as a Servicing Advance.

The costs of the insurance may be recovered by the applicable 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 applicable 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, Waiver and Amendments

Except as otherwise set forth in this paragraph, the Special Servicer (or, with respect to non-material modifications, waivers and amendments, the applicable Master Servicer) may not waive, modify or amend (or consent to waive, modify or amend) any provision of a mortgage loan that is not in default or as to which default is not reasonably foreseeable except for (1) the

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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 Servicers will not be permitted under the Pooling and Servicing Agreement to agree to any modifications, waivers and amendments without the consent of the Special Servicer 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) than liquidation of the 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 the restrictions and limitations described below (and with respect to a Serviced Mortgage Loan, subject to any rights of the holder of any related Serviced Companion Loan to consent to such modification, waiver or amendment).

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) two years prior to the Rated Final Distribution Date and (B) if the Specially Serviced Mortgage Loan is secured by a leasehold estate and not the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standards, giving due consideration to the remaining term of the ground lease, ten years, prior to the end of the current term of the ground lease, plus any unilateral options to extend; or

(2)    provide for the deferral of interest unless (A) interest accrues on the mortgage loan, generally, at the related Mortgage Rate and (B) the aggregate amount of deferred interest does not exceed 10% of the unpaid principal balance of the Specially Serviced Mortgage Loan.

In the event of a modification that creates a deferral of interest on a mortgage loan and a capitalization of such interest deferral, 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 Certificates and Residual 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 enters into any modification, waiver or amendment of any term of any mortgage loan, the Special Servicer will be required to notify the Directing Certificateholder (and, with respect to a Serviced Mortgage Loan, the holder of any related Serviced Companion Loan), the applicable Master Servicer, the applicable Mortgage Loan Seller, each Rating Agency, the Paying Agent and the Trustee. If the applicable Master Servicer gives notice of any modification, waiver or amendment of any term of any mortgage loan, the applicable Master Servicer will be required to notify the Special Servicer (and the Special Servicer will forward any such notice to the Directing Certificateholder), the applicable Mortgage Loan Seller (and, with respect to a Serviced Mortgage Loan, the holder of any related Serviced Companion Loan), each Rating Agency, the Paying Agent and the Trustee. The party providing notice will be required to deliver to the Trustee for deposit in the related mortgage file, an original counterpart of the

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agreement related to the modification, waiver or amendment, promptly following the execution of that agreement, and if required, a copy to the applicable Master Servicer, 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 Trustee. See ‘‘Description of the Certificates—Reports to Certificateholders; Certain Available Information’’ in this prospectus supplement.

The modification, waiver or amendment of a Serviced Mortgage Loan is subject to certain limitations set forth in the related Serviced Mortgage Loan documents and the related intercreditor agreement.

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

Any modification, extension, waiver or amendment of the payment terms of a Non-Serviced Whole Loan will be required pursuant to the related intercreditor agreement to be structured so as to be consistent with the allocation and payment priorities in the related loan documents and the related intercreditor agreement, such that neither the trust as holder of the Non-Serviced Mortgage Loans nor any holder of a Non-Serviced 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 mortgage loan has become a Specially Serviced Mortgage Loan, the Special Servicer will be required to order an appraisal (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 mortgage loan in accordance with the Servicing Standards. The Special Servicer must notify the applicable Master Servicer in writing of its initial determination of fair value. 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 Standards, in which case the Special Servicer must notify the applicable Master Servicer of its new determination of fair value.

In the event a mortgage loan is in default, the Certificateholder holding the largest aggregate Certificate Balance of the Controlling Class and the Special Servicer will each have an assignable option (a ‘‘Purchase Option’’) to purchase the mortgage loan in default from the trust fund ((i) with respect to the AB Mortgage Loan, subject to the purchase right of the holder of the AB Subordinate Companion Loan and (ii) in the case of any mortgage loan with a mezzanine loan, subject to the purchase right of the holder of the mezzanine debt set forth under any related intercreditor agreement as described under ‘‘Description of the Mortgage Pool—General’’ in this prospectus supplement) at a price (the ‘‘Option Price’’) equal to, if the Special Servicer has not yet determined the fair value of the mortgage loan in default, (i) (a) the unpaid principal balance of the mortgage loan in default, plus (b) accrued and unpaid interest on such balance, plus (c) all Yield Maintenance Charges and/or prepayment penalties then due (except if the Purchase Option is exercised by the Controlling Class Certificateholder), plus (d) all related unreimbursed Servicing Advances, together with accrued and unpaid interest on all Advances, all accrued Special Servicing Fees allocable to such mortgage loan in default whether paid or unpaid, and any unreimbursed trust fund expenses in respect of such mortgage loan, or (ii) the fair value of the mortgage loan in default as determined by the Special Servicer, if the Special Servicer has made such fair value determination. The Certificateholder holding the largest

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aggregate Certificate Balance of the Controlling Class will have an exclusive right to exercise the Purchase Option for a specified period of time.

Unless and until the Purchase Option with respect to a mortgage loan in default is exercised or expires, the Special Servicer will be required to pursue such other resolution strategies available under the Pooling and Servicing Agreement, including workout and foreclosure, consistent with the Servicing Standards, but the Special Servicer will not be permitted to sell the mortgage loan in default other than pursuant to the exercise of the Purchase Option.

If not exercised sooner, the Purchase Option with respect to any mortgage loan in default will automatically terminate upon (i) the related borrower’s cure of all defaults on the mortgage loan in default, (ii) the acquisition on behalf of the trust fund of title to the related Mortgaged Property by foreclosure or deed in lieu of foreclosure, (iii) the modification or pay-off (full or discounted) of the mortgage loan in default in connection with a workout, (iv) in the case of an AB Whole Loan, the purchase of the related AB Mortgage Loan by the holder of the related AB Subordinate Companion Loan and (v) in the case of a mortgage loan with a related mezzanine loan, the purchase of the related mortgage loan by the holder of the related mezzanine debt. In addition, the Purchase Option with respect to a mortgage loan in default held by any person will terminate upon the exercise of the Purchase Option by any other holder of a Purchase Option.

If (a) a Purchase Option is exercised with respect to a mortgage loan in default and the person expected to acquire the mortgage loan in default pursuant to such exercise is a Controlling Class Certificateholder, the Special Servicer, or any of their respective affiliates (in other words, the Purchase Option has not been assigned to another unaffiliated person) and (b) the Option Price is based on the Special Servicer’s determination of the fair value of the mortgage loan in default, then the applicable Master Servicer (or, if the applicable Master Servicer is an affiliate of the Special Servicer, an independent third party appointed by the Trustee) will be required to determine if the Option Price represents a fair value for the mortgage loan in default. The applicable Master Servicer (or the independent third party, as applicable) will be entitled to receive, out of general collections on the mortgage loans and any REO Properties in the trust fund, a fee set forth in the Pooling and Servicing Agreement plus reasonable out-of-pocket costs and expenses.

The Purchase Option with respect to an AB Mortgage Loan (and the purchase price) is subject to the right of the holder of the related AB Subordinate Companion Loan to exercise its option to purchase the Mortgage Loan following a default as described under the AB Intercreditor Agreement (and such purchase price is subject to the terms of the AB Intercreditor Agreement). See ‘‘Description of the Mortgage Pool—AB Whole Loans’’ in this prospectus supplement. The Purchase Option with respect to each mortgage loan with a mezzanine loan is subject to the rights of the holder of the related mezzanine debt to exercise its option to purchase the related mortgage loan following a default as described under the related intercreditor agreement (and such purchase price is subject to the terms of the related intercreditor agreement). See ‘‘Description of the Mortgage Pool—Additional Debt—Mezzanine Debt’’ in this prospectus supplement.

If title to any Mortgaged Property is acquired by the trust fund, the Special Servicer, on behalf of the trust fund, 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 Internal Revenue Service (the ‘‘IRS’’) grants an extension of time to sell the property or (2) the Trustee receives 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 either the Upper-Tier REMIC or the Lower-Tier REMIC or cause the trust fund (or either the Upper-Tier REMIC or the Lower-Tier 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

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any Mortgaged Property acquired by the trust fund is administered so that it constitutes ‘‘foreclosure property’’ within the meaning of Code Section 860G(a)(8) at all times and that the sale of the property does not result in the receipt by the trust fund of any income from nonpermitted assets as described in Code Section 860F(a)(2)(B). 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 at least 10% completed at the time 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, neither the Upper-Tier REMIC nor the Lower-Tier 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 Code Section 856(c)(3)(A) 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. 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 the Lower-Tier 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 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 ‘‘Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—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 applicable Master Servicer, Special Servicer 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 applicable Master Servicer and/or the Special Servicer 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,

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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 applicable 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 applicable 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 applicable Master Servicer, as the case may be, for its expenses and (2) the applicable Master Servicer has not determined that the advance would be a Nonrecoverable Advance.

Inspections; Collection of Operating Information

The applicable Master Servicer will be required to perform or cause to be performed (at its own expense), physical inspections of each Mortgaged Property (other than a Mortgaged Property securing the Non-Serviced Mortgage Loans, which are subject to inspection pursuant to the related pooling and servicing agreement) securing a Mortgage Note 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 2009 unless a physical inspection has been performed by the Special Servicer within the last calendar year and the applicable 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 will be reimbursed first from default interest and late charges constituting additional compensation of the Special Servicer on the related mortgage loan and then from the Certificate Account as an expense of the trust fund, and, in the case of a Serviced Whole Loan, first, as an expense of the holder of any Serviced Subordinate Companion Loan, and second, as an expense of the holders of a Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan, pro rata, to the extent provided in the related intercreditor agreement). The Special Servicer or the applicable Master Servicer, as the case may be, 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 material vacancies in the Mortgaged Property of which it has knowledge, of any sale, transfer or abandonment of the Mortgaged Property of which it has knowledge or that is evident from the inspection, of any material change in the condition of the Mortgaged Property to the extent evident from the inspection, 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 applicable Master Servicer, as the case may be, is also required to use reasonable efforts to collect, and prepare certain reports based on, the annual Operating Statements 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 applicable 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 and Operating Statements referred to above that are delivered to the Directing Certificateholder and the Paying Agent will be available for review by Certificateholders during normal business hours at the offices of the Paying Agent. See ‘‘Description of the Certificates—Reports to Certificateholders; Certain Available Information’’ in this prospectus supplement.

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Certain Matters Regarding the Master Servicers, the Special Servicer and the Depositor

The Pooling and Servicing Agreement permits the Master Servicers 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 Trustee of written confirmation from each Rating Agency that the resignation and appointment will not, in and of itself, cause a downgrade, withdrawal or qualification of the rating assigned by such Rating Agency to any Class of Certificates; and the approval of such successor by the Directing Certificateholder, which approval shall not be unreasonably withheld, or (b) a determination that their respective obligations are no longer permissible with respect to the applicable 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.

The Pooling and Servicing Agreement will provide that none of the Master Servicers, the Special Servicer, the Depositor or any member, manager, director, officer, employee or agent of any of them will be under any liability to the trust fund or the Certificateholders 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 Servicers, the Special Servicer, the Depositor or similar person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties under the Pooling and Servicing Agreement or by reason of negligent disregard of the obligations and duties. The Pooling and Servicing Agreement will also provide that the Master Servicers, the Special Servicer, the Depositor and their respective affiliates and any director, officer, employee or agent of any of them will be entitled to indemnification by the trust fund against any loss, liability or expense incurred in connection with any legal action or claim that relates to the Pooling and Servicing Agreement (or the respective entity’s activities thereunder) or the Certificates; provided, however, that the indemnification will not extend to any loss, liability or expense incurred by reason of willful misfeasance, 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 directors, officers, members, managers, employees and agents, any violation by any of them of any state or federal securities law. The Pooling and Servicing Agreement will also provide that any related master servicer, depositor, special servicer or trustee under the related pooling and servicing agreement with respect to a Non-Serviced Companion Loan and any director, officer, 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 liability or expense incurred in connection with any legal action or claim that relates to the Non-Serviced Mortgage Loans under the related pooling and servicing agreement 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 or trustee under the related pooling and servicing agreement in the performance of obligations or duties or by reason of negligent disregard of obligations or duties under the related pooling and servicing agreement.

In addition, the Pooling and Servicing Agreement will provide that none of the Master Servicers, the 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 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 Servicers, the Special Servicer and the Depositor 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

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and the holders of any related Serviced Companion Loan (as a collective whole)) under the Pooling and Servicing Agreement; provided, however, that if a Serviced Whole Loan and/or the holder of any related Serviced Companion Loan are involved, such expenses, costs and liabilities will be payable out of funds related to the Serviced Whole Loan and will also be payable out of the other funds in the Certificate Account if amounts on deposit with respect to such whole loan are insufficient therefor but, if the amount relates to a Serviced Mortgage Loan, then any subsequent recovery on that mortgage loan will be used to reimburse the trust for the reimbursement that the trust made. 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 Certificateholders, and the applicable Master Servicer, the Special Servicer or the Depositor, as the case may be, will be entitled to charge the Certificate Account for the expenses.

Pursuant to the Pooling and Servicing Agreement, each Master Servicer and the Special Servicer will 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, each 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 a Master Servicer, the Special Servicer or the Depositor may be merged or consolidated, or any person resulting from any merger or consolidation to which a Master Servicer, the Special Servicer or the Depositor is a party, or any person succeeding to the business of a Master Servicer, the Special Servicer or the Depositor, will be the successor of a Master Servicer, the Special Servicer or the Depositor, as the case may be, under the Pooling and Servicing Agreement. The Master Servicers and the Special Servicer may have other normal business relationships with the Depositor or the Depositor’s affiliates.

Unless and until the Purchase Option with respect to a mortgage loan in default is exercised or expires, the Special Servicer will be required to pursue such other resolution strategies available under the Pooling and Servicing Agreement, including workout and foreclosure, consistent with the Servicing Standards, but the Special Servicer will not be permitted to sell the mortgage loan in default other than pursuant to the exercise of the Purchase Option.

Events of Default

‘‘Events of Default’’ under the Pooling and Servicing Agreement with respect to the applicable Master Servicer or the Special Servicer, as the case may be, will include, without limitation:

(a)    (i) any failure by the applicable 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 such deposit was first required to be made or remitted, which failure is not remedied within one business day, or (ii) any failure by the applicable Master Servicer to deposit into, or remit to the Paying Agent 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 applicable Master Servicer for deposit in the Certificate Account 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 applicable Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its other covenants or obligations under the

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Pooling and Servicing Agreement, which failure continues unremedied for thirty days (fifteen days in the case of the applicable Master Servicer’s failure to make a Servicing Advance or fifteen days in the case of a failure to pay the premium for any insurance policy required to be maintained under the Pooling and Servicing Agreement or five days in the case of a failure by the applicable Master Servicer or the Special Servicer to deliver certain reports required under the Pooling and Servicing Agreement) after written notice of the failure has been given to the applicable Master Servicer or the Special Servicer, as the case may be, by any other party to the Pooling and Servicing Agreement, or to the applicable 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 with respect to a Serviced Whole Loan, by the holders of the related Serviced Companion Loans; provided, however, if that failure is capable of being cured and the applicable 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;

(d)    any breach on the part of a 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 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 applicable Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Paying Agent or the Trustee, or to the applicable Master Servicer, the Special Servicer, the Depositor, the Paying Agent and the Trustee by the Certificateholders of any Class, evidencing as to that Class, Percentage Interests aggregating not less than 25% or with respect to a Serviced Whole Loan, by the holders of the related Serviced Companion Loans; provided, however, if that breach is capable of being cured and the applicable 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 a Master Servicer or the Special Servicer, and certain actions by or on behalf of a Master Servicer or the Special Servicer indicating its insolvency or inability to pay its obligations;

(f)    a servicing officer of a Master Servicer or the Special Servicer, as the case may be, obtains actual knowledge that Moody’s has (i) 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 such ‘‘watch status’’ placement shall not have been withdrawn by Moody’s within 60 days of the date such servicing officer obtained such actual knowledge) and, in the case of either of clauses (i) or (ii), cited servicing concerns with the applicable Master Servicer or the Special Servicer, as the case may be, as the sole or material factor in such rating action; or

(g)    a Master Servicer or the Special Servicer is no longer rated at least ‘‘CMS3’’ or ‘‘CSS3’’ by Fitch, respectively, and such Master Servicer or Special Servicer is not reinstated to that rating within 30 days of the delisting.

Rights Upon Event of Default

If an Event of Default occurs with respect to the applicable Master Servicer or the Special Servicer under the Pooling and Servicing Agreement, then, so long as the Event of Default remains unremedied, the Depositor or the Trustee will be authorized, and at the written direction of Certificateholders entitled to not less than 51% of the Voting Rights or the Directing Certificateholder, 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

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the Pooling and Servicing 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 so to act, it may (or, at the written request of the Directing Certificateholder or Certificateholders entitled to not less than 51% of the Voting Rights, 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 ratings assigned to any Class of Certificates by either Rating Agency to act as successor to such Master Servicer or Special Servicer, as the case may be, under the Pooling and Servicing Agreement and that has been approved by the Directing Certificateholder, which approval shall not be unreasonably withheld.

In addition, notwithstanding anything to the contrary contained in the section described above, if a Master Servicer receives notice of termination solely due to an Event of Default described in clauses (f) or (g) under ‘‘—Events of Default’’ above, and prior to being replaced as described in the second preceding paragraph, the applicable Master Servicer provides the Trustee with the appropriate ‘‘request for proposal’’ material and the names of potential bidders within 5 business days after receipt of such notice of termination, the Trustee will solicit good faith bids for such Master Servicer’s rights to master service mortgage loans in accordance with the Pooling and Servicing Agreement. The Trustee will have 45 days after receipt of the notice of termination of a Master Servicer to sell those rights and obligations to a successor servicer that meets the requirements of a master servicer under the Pooling and Servicing Agreement; provided that the Rating Agencies have confirmed in writing that such servicing transfer will not result in a withdrawal, downgrade or qualification of the then current ratings on the Certificates. The termination of a Master Servicer will be effective when such successor servicer has succeeded the terminated Master Servicer, as successor Master Servicer and such successor Master Servicer has assumed the terminated Master Servicer’s master 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 a Master Servicer, such Master Servicer will be replaced by the Trustee as described in the previous paragraph.

No Certificateholder will have any right under the Pooling and Servicing Agreement to institute any proceeding with respect to the Certificates or the Pooling and Servicing Agreement unless the holder previously has given to the Trustee 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, 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 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.

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:

(a)    to cure any ambiguity to the extent the cure of the ambiguity does not materially and adversely affect the interests of any Certificateholder;

(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 this prospectus supplement with respect to the Certificates, the trust or the Pooling and Servicing Agreement or to correct or

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supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error to the extent, in each case, it does not materially and adversely affect the interests of any Certificateholder;

(c)    to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or the REO Account, provided, that (A) the Master Servicer Remittance Date shall in no event be later than the business day prior to the related Distribution Date, (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) and (C) the change would not result in the downgrade, qualification or withdrawal of the ratings assigned to any Class of Certificates by any Rating Agency, as evidenced by a letter from each Rating Agency;

(d)    to modify, eliminate or add to any of its provisions (i) to the extent as will be necessary to maintain the qualification of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or to avoid or minimize the risk of imposition of any tax on the trust fund, provided, that the Trustee has 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 such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or (ii) 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 give rise to any tax with respect to the transfer of the Residual Certificates to a non-permitted transferee (see ‘‘Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Residual Certificates—Tax-Related Restrictions on Transfer of Residual Certificates’’ in the prospectus);

(e)    to make 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 the holder of any Serviced Companion Loan, as evidenced by an opinion of counsel and written confirmation that the change would not result in the downgrade, qualification or withdrawal of the ratings assigned to any Class of Certificates or any class of certificates backed by the Serviced Pari Passu Companion Loan by any Rating Agency; and

(f)    to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by written confirmation that the change would not result in the downgrade, qualification or withdrawal of the ratings assigned to any Class of Certificates by such Rating Agency or any class of certificates backed by the Serviced Pari Passu Companion Loan by any applicable rating agency.

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 a Purchase Agreement without the consent of such Mortgage Loan Seller. Additionally, no amendment to the Pooling and Servicing Agreement may be made that would adversely affect the distributions to the Swap Counterparty or the Class A-4FL Certificates under the Swap Contract or the rights of the Swap Counterparty under the Swap Contract or the rights of the holders of the Class A-4FL Certificates under the Swap Contract without the consent of the Swap Counterparty and 662/3% of the holders of the Class A-4FL Certificates.

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 662/3% of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or 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 (1) reduce in any manner the amount of, or delay the timing of, payments

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received on the mortgage loans that are required to be distributed on a Certificate of any Class without the consent of the holder of that Certificate or which are required to be distributed to a holder of any Serviced 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 each holder of a Serviced Companion Loan, without the consent of the holders of all Certificates of that Class then outstanding or the holder of such Serviced 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 the obligations of any Mortgage Loan Seller under a Purchase Agreement without the consent of the applicable Mortgage Loan Seller, or (5) amend the Servicing Standards without, in each case, the consent of 100% of the holders of Certificates and the holder of each Serviced Companion Loan or written confirmation that such amendment would not result in the downgrade, qualification or withdrawal of the ratings assigned to any Class of Certificates by any Rating Agency or any class of certificates backed by the Serviced Pari Passu Companion Loan by any Rating Agency and, if required under the related intercreditor agreement, the consent of the holder of any related Serviced Companion Loan.

Notwithstanding the foregoing, no party will be required to consent to any amendment to the Pooling and Servicing Agreement without the Trustee, the Master Servicers and the Special Servicer having first received an opinion of counsel (at the trust fund’s expense) to the effect that the amendment is permitted under the Pooling and Servicing Agreement and that the amendment or the exercise of any power granted to the Master Servicers, the Special Servicer, the Depositor, 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 either the Upper-Tier REMIC or Lower-Tier REMIC to fail to qualify as a REMIC or the grantor trust to fail to qualify as a grantor trust.

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Yield and Maturity Considerations

Yield Considerations

General.    The yield on any Offered Certificate will depend on: (1) the Pass-Through Rate for the Certificate; (2) the price paid for the Certificate and, if the price was other than par, the rate and timing of payments of principal on the Certificate (or, in the case of the Class X Certificates, the Notional Amount of the Class X Certificates); (3) the aggregate amount of distributions on the Certificate (or in the case of the Class X Certificates, reduction of the Notional Amount of the Class X Certificates, as a result of such distributions); and (4) the aggregate amount of Collateral Support Deficit amounts allocated to a Class of Offered Certificates (or, in the case of the Class X Certificates, in reduction of the Notional Amount of the Class X Certificates). In addition, the yield to investors in the Class A-4FL Certificates will be highly sensitive to changes in LIBOR such that decreasing levels of LIBOR will have a negative impact on the yield to investors in such Class of Certificates. See ‘‘Description of the Swap Contract’’ in this prospectus supplement.

Pass-Through Rate.    The Pass-Through Rate applicable to each Class of Offered Certificates 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 Group 1 Principal Distribution Amount (and, after the Class A-1A Certificates have been reduced to zero, any remaining Group 2 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, 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 and the Class A-4FL Regular Interest, pro rata, based on Certificate Balances, until their Certificate Balances are reduced to zero, and sixth, in respect of the Class A-SB Certificates until their Certificate Balance is reduced to zero; and the Group 2 Principal Distribution Amount (and, after the Class A-4 and Class A-SB Certificates and Class A-4FL Regular Interest have been reduced to zero, any remaining Group 1 Principal Distribution Amount) for each Distribution Date will generally be distributable to the Class A-1A Certificates 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-M Certificates, the Class A-J Certificates and then the Non-Offered Certificates, in that order, in each case until the Certificate Balance of such Class of Certificates is reduced to zero. Consequently, the rate and timing of principal payments on the mortgage loans will in turn be affected by their amortization schedules, Lockout Periods, Yield Maintenance Charges, the dates on which balloon payments are due, any extensions of maturity dates by a Master Servicer or the Special Servicer and the rate and timing of principal prepayments and other unscheduled collections on 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 amount of principal that will be distributed to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-1A Certificates and the Class A-4FL Regular Interest will generally be based upon the particular Loan Group in which the related mortgage loan is deemed to be included, the yield on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-4FL, and Class A-SB Certificates will be particularly sensitive to prepayments on mortgage loans in Loan Group 1 and the yield on the Class A-1A Certificates will be particularly sensitive to prepayments on mortgage loans in Loan Group 2. With respect to the Class A-SB

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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-1A, Class A-1, Class A-2, Class A-3 and Class A-4 Certificates and the Class A-4FL Regular Interest remain outstanding. In particular, once such Classes of Certificates are no longer outstanding, any remaining portion on any Distribution Date of the Group 2 Principal Distribution Amount and/or Group 1 Principal Distribution Amount, as applicable, will be distributed to the Class A-SB Certificates until the Certificate Balance of the Class A-SB Certificates is reduced to zero. 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-1A, Class A-1, Class A-2, Class A-3 and Class A-4 Certificates and the Class A-4FL Regular Interest were outstanding. Furthermore, because the Class X Certificates are not entitled to distributions of principal, the yield on such Certificates will be extremely sensitive to prepayments on the mortgage loans to the extent distributed to reduce the Notional Amount of the Class X Certificates.

Prepayments and, assuming the respective stated maturity 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. Defaults on the mortgage loans, particularly at or near their stated maturity dates, may result in significant delays in 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, Waiver and Amendments’’ and ‘‘—Realization Upon Defaulted Mortgage Loans’’ in this prospectus supplement and ‘‘Certain Legal Aspects of Mortgage Loans—Foreclosure’’ in the prospectus. 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 (with respect to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-4FL, Class A-SB and Class A-1A Certificates, the Loan Group in which such mortgage loan is deemed to be included) are in turn distributed on the Certificates or, in the case of the Class X Certificates applied to reduce the Notional Amount of the Class X Certificates. An investor should consider, in the case of any Offered 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 will result in an actual yield to the investor that is lower than the anticipated yield and, in the case of any Offered Certificate (other than the Class X Certificates) purchased at a premium, the risk that a faster than anticipated rate of principal payments on the mortgage loans will result in an actual yield to the investor that is lower than the anticipated yield. In general, the earlier a payment of principal is distributed on an Offered Certificate (other than the Class X Certificates) or the Class A-4FL Regular Interest purchased at a discount or premium, the greater will be the effect on an investor’s yield to maturity. As a result, the effect on an investor’s yield of principal payments distributed on an investor’s Offered 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 Amount of the Class X Certificates is based upon the outstanding principal balance of the Classes of Certificates (other than the Class A-4FL and Class X Certificates and the Residual Certificates) and the Class A-4FL Regular Interest, the yield to maturity on the Class X Certificates will be extremely sensitive to the rate and timing of prepayments of principal on the mortgage loans.

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Principal prepayments on the mortgage loans may also affect the yield on the Classes of Certificates with a Pass-Through Rate equal to, based on, or limited by the WAC Rate to the extent that mortgage loans with higher mortgage rates prepay faster than mortgage loans with lower mortgage rates. The Pass-Through Rates on those 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, Class T Certificates, Class Q Certificates, Class P Certificates, Class N Certificates, Class M Certificates, Class L Certificates, Class K Certificates, Class J Certificates, Class H Certificates, Class G Certificates, Class F Certificates, Class E Certificates, Class D Certificates, Class C Certificates, Class B Certificates, Class A-J Certificates and then to the Class A-M Certificates, in that order, in each case to the extent of amounts otherwise distributable in respect of the Class of Certificates. In the event of the reduction of the Certificate Balances of all those Classes of Certificates to zero, the resulting losses and shortfalls will then be borne, pro rata, by the Class A Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest. Although losses will not be allocated to the Class X Certificates directly, they will reduce the Notional Amount of the Class X Certificates, to the extent such losses are allocated to the Classes of Principal Balance Certificates (other than the Class A-4FL Certificates) or the Class A-4FL Regular Interest and therefore the Class X Notional Amount, which will reduce the yield on such Certificates. In addition, although losses will not be directly allocated to the Class A-4FL Certificates, losses allocated to the Class A-4FL Regular Interest will result in a corresponding reduction of the Certificate Balance of the Class A-4FL 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 and amortization terms that require balloon payments), 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’’ in this prospectus supplement and ‘‘Risk Factors’’ and ‘‘Yield and Maturity Considerations—Yield and Prepayment Considerations’’ in the prospectus.

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—Prepayment Provisions’’ 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.

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 Property, 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.

The Depositor makes 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

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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.

Delay in Payment of Distributions.    Because each monthly distribution is made on each Distribution Date, which is at least 12 days after the end of the related Interest Accrual Period for the Offered Certificates (other than the Class A-4FL Certificates, for which distributions are made 0 days after the end of the related Interest Accrual Period, unless the Pass-Through Rate for the Class A-4FL Certificates converts to a fixed rate), the effective yield to the holders of such Offered 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 Offered Certificates (other than the Class A-4FL Certificates) or the Class A-4FL Regular Interest on any Distribution Date is less than the Distributable Certificate Interest then payable for that Class of Certificates or Class A-4FL Regular Interest, as applicable, then the shortfall will be distributable to holders of that Class of Certificates or the Class A-4FL Regular Interest, as applicable, 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. Any such shortfall distributed to the Class A-4FL Regular Interest will be distributed to the holders of the Class A-4FL Certificates, to the extent such shortfall is not otherwise payable to the Swap Counterparty pursuant to the Swap Contract.

Pass-Through Rate of the Class A-4FL Certificates.    The yield to investors in the Class A-4FL Certificates will be highly sensitive to changes in the level of one-month LIBOR. Investors in the Class A-4FL Certificates should consider the risk that lower than anticipated levels of one-month LIBOR could result in actual yields that are lower than anticipated yields on the Class A-4FL Certificates. In addition, because interest payments on the Class A-4FL Certificates may be reduced or the Pass-Through Rate may convert to a fixed rate in connection with certain events discussed in this prospectus supplement, the yield to investors in the Class A-4FL Certificates under those circumstances may not be as high as that offered by other LIBOR based investments that are not subject to such interest rate restrictions. In general, the earlier a change in the level of one-month LIBOR, the greater the effect on the yield to maturity to an investor in the Class A-4FL Certificates. As a result, the effect on such investor’s yield to maturity of a level of one-month LIBOR that is higher (or lower) than the rate anticipated by such investor during the period immediately following the issuance of the Class A-4FL Certificates is not likely to be offset by a subsequent like reduction (or increase) in the level of one-month LIBOR.

Weighted Average Life

The weighted average life of an Offered Certificate 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 an Offered Certificate will be influenced by, among other things, the rate at which principal on the mortgage loans is paid or otherwise collected, 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 Group 1 Principal Distribution Amount (and, after the Class A-1A Certificates have been reduced to zero, any remaining Group 2 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, 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 and the Class A-4FL Regular Interest, pro rata, based on Certificate Balances, until their Certificate Balances are reduced to zero, and sixth, in respect of the Class A-SB Certificates until their Certificate Balance

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is reduced to zero; and the Group 2 Principal Distribution Amount (and, after the Class A-4 and Class A-SB Certificates and the Class A-4FL Regular Interest have been reduced to zero, any remaining Group 1 Principal Distribution Amount) for each Distribution Date will generally be distributable to the Class A-1A Certificates 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-M Certificates, then the Class A-J Certificates and then the Non-Offered Certificates (other than the Residual Certificates), in that order, in each case until the Certificate Balance of each such Class of Certificates is reduced to zero. A reduction in the Certificate Balance of the Class A-4FL Regular Interest will result in a corresponding reduction of the Certificate Balance of Class A-4FL Certificates.

Prepayments on mortgage loans may be measured by a prepayment standard or model. The model used in this prospectus supplement is the ‘‘Constant Prepayment Rate’’ or ‘‘CPR’’ model. The 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. As used in each of the following tables, the column headed ‘‘0% CPR’’ assumes that none of the mortgage loans is prepaid before its maturity date. The columns headed ‘‘25% CPR,’’ ‘‘50% CPR,’’ ‘‘75% CPR’’ and ‘‘100% CPR’’ assume that prepayments on the mortgage loans are made at those levels of CPR following the expiration of any Lockout Period and any applicable period in which Defeasance is permitted and any yield maintenance period. We cannot assure you, however, that prepayments of the mortgage loans will conform to any level of CPR, and no representation is made that the mortgage loans will prepay at the levels of CPR 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 CPRs and the corresponding weighted average life of each Class of Certificates. The tables have been prepared on the basis of the following 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 12th day of the related month, beginning in June 2008;

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

(c)    no Mortgage Loan Seller will 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 LR Certificates will exercise its option to purchase all the mortgage loans and thereby cause an early termination of the trust fund and the holder of the AB Subordinate Companion Loan will not exercise its option to purchase the related AB Mortgage Loan and no holder of any mezzanine 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 and/or Defeasance Lockout Period and any yield maintenance period at the respective levels of CPR set forth in the tables (without regard to any limitations in such mortgage loans on partial voluntary principal prepayment);

(e)    no Yield Maintenance Charges or prepayment premiums are included in any allocations or calculations;

(f)    the Closing Date is May 8, 2008;

(g)    the Pass-Through Rates, initial Certificate Balance and initial Notional Amount of the respective Classes of Certificates are as described in this prospectus supplement;

(h)    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;

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(i)    the optional termination of the trust will not be exercised;

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

(l)    the Swap Contract is not subject to a Swap Default.

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. It is highly unlikely that the mortgage loans will 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 (except for the last table, which is labeled ‘‘Discount Margins for the Class A-4FL Certificates at the Respective CPRs Set Forth Below’’). These variations may occur even if the average prepayment experience of the mortgage loans were to equal any of the specified CPR percentages. Investors are urged to conduct their own analyses of the rates at which the mortgage loans may be expected to prepay. 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 Offered Certificate that would be outstanding after each of the dates shown at the indicated CPRs. The last table below, which is labeled ‘‘Discount Margins for the Class A-4FL Certificates at the Respective CPRs Set Forth Below’’, shows the discount margins for the Class A-4FL Certificates.

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Percent of the Initial Certificate Balance
of the Class A-1 Certificates at the Respective CPRs
Set Forth Below:


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial Percentage 100 100 100 100 100
May 12, 2009 88 88 88 88 88
May 12, 2010 71 71 71 71 71
May 12, 2011 47 47 47 47 47
May 12, 2012 12 12 12 12 12
May 12, 2013 0 0 0 0 0
Weighted Average Life (years)(1) 2.72 2.72 2.72 2.72 2.72
(1) The weighted average life of the Class A-1 Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-1 Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-1 Certificates.

Percent of the Initial Certificate Balance
of the Class A-2 Certificates at the Respective CPRs
Set Forth Below:


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial Percentage 100 100 100 100 100
May 12, 2009 100 100 100 100 100
May 12, 2010 100 100 100 100 100
May 12, 2011 100 100 100 100 100
May 12, 2012 100 100 100 100 100
May 12, 2013 0 0 0 0 0
Weighted Average Life (years)(1) 4.53 4.52 4.50 4.48 4.32
(1) The weighted average life of the Class A-2 Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-2 Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-2 Certificates.

Percent of the Initial Certificate Balance
of the Class A-3 Certificates at the Respective CPRs
Set Forth Below:


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial Percentage 100 100 100 100 100
May 12, 2009 100 100 100 100 100
May 12, 2010 100 100 100 100 100
May 12, 2011 100 100 100 100 100
May 12, 2012 100 100 100 100 100
May 12, 2013 100 98 96 94 90
May 12, 2014 100 91 82 70 0
May 12, 2015 0 0 0 0 0
Weighted Average Life (years)(1) 6.43 6.34 6.25 6.14 5.80
(1) The weighted average life of the Class A-3 Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-3 Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-3 Certificates.

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Percent of the Initial Certificate Balance
of the Class A-4 Certificates at the Respective CPRs
Set Forth Below:


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial Percentage 100 100 100 100 100
May 12, 2009 100 100 100 100 100
May 12, 2010 100 100 100 100 100
May 12, 2011 100 100 100 100 100
May 12, 2012 100 100 100 100 100
May 12, 2013 100 100 100 100 100
May 12, 2014 100 100 100 100 98
May 12, 2015 100 99 98 98 98
May 12, 2016 100 99 98 98 98
May 12, 2017 91 89 88 87 64
May 12, 2018 0 0 0 0 0
Weighted Average Life (years)(1) 9.42 9.36 9.32 9.29 9.11
(1) The weighted average life of the Class A-4 Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-4 Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-4 Certificates.

Percent of the Initial Certificate Balance of
the Class A-4FL Certificates at the Respective CPRs
Set Forth Below:


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial Percentage 100 100 100 100 100
May 12, 2009 100 100 100 100 100
May 12, 2010 100 100 100 100 100
May 12, 2011 100 100 100 100 100
May 12, 2012 100 100 100 100 100
May 12, 2013 100 100 100 100 100
May 12, 2014 100 100 100 100 98
May 12, 2015 100 99 98 98 98
May 12, 2016 100 99 98 98 98
May 12, 2017 91 89 88 87 64
May 12, 2018 0 0 0 0 0
Weighted Average Life (years)(1) 9.42 9.36 9.32 9.29 9.11
(1) The weighted average life of the Class A-4FL Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-4FL Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-4FL Certificates.

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Percent of the Initial Certificate Balance
of the Class A-SB Certificates at the Respective CPRs
Set Forth Below:


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial Percentage 100 100 100 100 100
May 12, 2009 100 100 100 100 100
May 12, 2010 100 100 100 100 100
May 12, 2011 100 100 100 100 100
May 12, 2012 100 100 100 100 100
May 12, 2013 86 86 86 86 86
May 12, 2014 65 65 65 65 65
May 12, 2015 43 43 43 43 45
May 12, 2016 21 21 21 21 23
May 12, 2017 0 0 0 0 0
Weighted Average Life (years)(1) 6.73 6.73 6.73 6.73 6.77
(1) The weighted average life of the Class A-SB Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-SB Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-SB Certificates.

Percent of the Initial Certificate Balance
of the Class A-1A Certificates at the Respective CPRs
Set Forth Below:


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial Percentage 100 100 100 100 100
May 12, 2009 100 100 100 100 100
May 12, 2010 99 96 93 89 82
May 12, 2011 98 92 87 83 81
May 12, 2012 97 88 83 81 80
May 12, 2013 80 80 80 80 80
May 12, 2014 79 79 79 79 79
May 12, 2015 77 77 77 77 77
May 12, 2016 76 76 76 76 76
May 12, 2017 75 75 75 75 75
May 12, 2018 0 0 0 0 0
Weighted Average Life (years)(1) 8.42 8.24 8.11 7.98 7.73
(1) The weighted average life of the Class A-1A Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-1A Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-1A Certificates.

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Percent of the Initial Certificate Balance
of the Class A-M Certificates at the Respective CPRs
Set Forth Below:


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial Percentage 100 100 100 100 100
May 12, 2009 100 100 100 100 100
May 12, 2010 100 100 100 100 100
May 12, 2011 100 100 100 100 100
May 12, 2012 100 100 100 100 100
May 12, 2013 100 100 100 100 100
May 12, 2014 100 100 100 100 100
May 12, 2015 100 100 100 100 100
May 12, 2016 100 100 100 100 100
May 12, 2017 100 100 100 100 100
May 12, 2018 0 0 0 0 0
Weighted Average Life (years)(1) 9.68 9.68 9.68 9.68 9.44
(1) The weighted average life of the Class A-M Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-M Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-M Certificates.

Percent of the Initial Certificate Balance
of the Class A-J Certificates at the Respective CPRs
Set Forth Below:


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial Percentage 100 100 100 100 100
May 12, 2009 100 100 100 100 100
May 12, 2010 100 100 100 100 100
May 12, 2011 100 100 100 100 100
May 12, 2012 100 100 100 100 100
May 12, 2013 100 100 100 100 100
May 12, 2014 100 100 100 100 100
May 12, 2015 100 100 100 100 100
May 12, 2016 100 100 100 100 100
May 12, 2017 100 100 100 100 100
May 12, 2018 0 0 0 0 0
Weighted Average Life (years)(1) 9.68 9.68 9.68 9.68 9.51
(1) The weighted average life of the Class A-J Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-J Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-J Certificates.

The discount margins set forth in the table below represent the increment over LIBOR that produces a monthly discount rate which, when applied to the assumed stream of cash flows to be paid on the Class A-4FL Certificates, would cause the discounted present value of such cash flows to equal the assumed purchase price as specified below, in each case expressed in decimal format and interpreted as a percentage of the initial Certificate Balance of the Class A-4FL Certificates. The table below assumes that the Class A-4FL Certificates settle without accrued interest. The following table has been prepared on the basis of the modeling assumptions above.

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Discount Margins for the
Class A-4FL Certificates at the Respective CPRs
Set Forth Below:


Price 0% CPR
Disc Margin
(bps)		 25% CPR
Disc Margin
(bps)		 50% CPR
Disc Margin
(bps)		 75% CPR
Disc Margin
(bps)		 100% CPR
Disc Margin
(bps)
  99.7500% 153.2 153.2 153.2 153.2 153.3
  99.8125% 152.4 152.4 152.4 152.4 152.5
  99.8750% 151.6 151.6 151.6 151.6 151.6
  99.9375% 150.8 150.8 150.8 150.8 150.8
100.0000% 150.0 150.0 150.0 150.0 150.0
100.0625% 149.2 149.2 149.2 149.2 149.2
100.1250% 148.4 148.4 148.4 148.4 148.4
100.1875% 147.6 147.6 147.6 147.6 147.5
100.2500% 146.8 146.8 146.8 146.8 146.7
Weighted Average Life (years)(1) 9.42 9.36 9.32 9.29 9.11
(1) The weighted average life of the Class A-4FL Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-4FL Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-4FL Certificates.

Yield Sensitivity of the Class X Certificates

The yield to maturity of the Class X Certificates will be highly sensitive to the rate and timing of principal payments including by reason of prepayments, principal losses and other factors described above. Investors in the Class X Certificates should fully consider the associated risks, including the risk that an extremely rapid rate of amortization, prepayment or other liquidation of the mortgage loans could result in the failure of such investors to recoup fully their initial investments.

Any optional termination by the holders of the Controlling Class, the Special Servicer, a Master Servicer or the holders of the Class LR Certificates would result in prepayment in full of the 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 ‘‘Description of the Certificates—Termination; Retirement of Certificates’’ in this prospectus supplement.

The following table indicates the approximate pre-tax yield to maturity on a corporate bond equivalent (‘‘CBE’’) basis on the Class X Certificates for the specified CPRs based on the assumptions set forth under ‘‘—Weighted Average Life’’ above. It was further assumed that the purchase price of the Class X Certificates is as specified in the table below, expressed as a percentage of the initial Notional Amount, plus accrued interest from May 1, 2008 to the Closing Date.

The yields set forth in the following table were calculated by determining the monthly discount rates that, when applied to the assumed streams of cash flows to be paid on the Class X Certificates, would cause the discounted present value of such assumed stream of cash flows to equal the assumed purchase price of such Class, and by converting such monthly rates to semi-annual corporate bond equivalent rates. Such calculation does not take into account shortfalls in collection of interest due to prepayments (or other liquidations) of the mortgage loans or the interest rates at which investors may be able to reinvest funds received by them as distributions on the Class X Certificates (and, accordingly, does not purport to reflect the return on any investment in the Class X Certificates when such reinvestment rates are considered).

The characteristics of the mortgage loans may differ from those assumed in preparing the table below. In addition, there can be no assurance that the mortgage loans will prepay in accordance with the above assumptions at any of the rates shown in the table or at any other particular rate, that the cash flows on the Class X Certificates will correspond to the cash flows

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shown herein or that the aggregate purchase price of the Class X Certificates will be as assumed. In addition, it is unlikely that the mortgage loans will prepay in accordance with the above assumptions at any of the specified CPRs until maturity or that all the mortgage loans will so prepay at the same rate. Timing of changes in the rate of prepayments may significantly affect the actual yield to maturity to investors, even if the average rate of principal prepayments is consistent with the expectations of investors. Investors must make their own decisions as to the appropriate prepayment assumption to be used in deciding whether to purchase the Class X Certificates.

For purposes of this prospectus supplement, prepayment assumptions with respect to the mortgage loans are presented in terms of the ‘‘Constant Prepayment Rate’’ or ‘‘CPR’’ model described under ‘‘—Weighted Average Life’’ above.

Sensitivity to Principal Prepayments of the Pre-Tax
Yields to Maturity of the Class X Certificates


Assumed Purchase Price (of Initial Notional Amount of Class X Certificates) Prepayment Assumption (CPR)
0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
2.91321% 11.854% 11.915% 11.938% 11.925% 11.629%

Effect of Loan Groups

Generally, the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates and the Class A-4FL Regular Interest will only be entitled to receive distributions of principal collected or advanced with respect to the mortgage loans in Loan Group 1 until the Certificate Balance of the Class A-1A Certificates has been reduced to zero, and the Class A-1A Certificates will only be entitled to receive distributions of principal collected or advanced in respect of mortgage loans in Loan Group 2 until the Certificate Balances of the Class A-4 and Class A-SB Certificates and the Class A-4FL Regular Interest have been reduced to zero. Accordingly, holders of the Class A-1A Certificates will be greatly affected by the rate and timing of payments and other collections of principal on the mortgage loans in Loan Group 2 and, in the absence of losses, should be largely unaffected by the rate and timing of payments and other collections of principal on the mortgage loans in Loan Group 1. Similarly, holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates and the Class A-4FL Regular Interest will be greatly affected by the rate and timing of payments and other collections of principal on the mortgage loans in Loan Group 1 and in the absence of losses, should be largely unaffected by the rate and timing of payments and other collections of principal on the mortgage loans in Loan Group 2. Investors should take this into account when reviewing this ‘‘Yield and Maturity Considerations’’ section.

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Certain Federal Income Tax Consequences

Upon the issuance of the Certificates, Cadwalader, Wickersham & Taft LLP, special counsel to the Depositor, will deliver its opinion that, assuming (1) the making of appropriate elections, (2) compliance with the provisions of the Pooling and Servicing Agreement, (3) compliance with all provisions of the JPMCC 2007-C1 Pooling and Servicing Agreement and other related documents and any amendments thereto and the continued qualification of the REMICs formed under the JPMCC 2007-C1 Pooling and Servicing Agreement and (4) compliance with applicable changes in the Internal Revenue Code of 1986, as amended (the ‘‘Code’’), for federal income tax purposes, designated portions of the trust fund will qualify as two separate real estate mortgage investment conduits (the ‘‘Upper-Tier REMIC’’ and the ‘‘Lower-Tier REMIC,’’ respectively, and each, a ‘‘REMIC’’) within the meaning of Sections 860A through 860G (the ‘‘REMIC Provisions’’) of the Code, and (1) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-1A, Class X, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates and the Class A-4FL Regular Interest will evidence the ‘‘regular interests’’ in the Upper-Tier REMIC and (2) the Class R Certificates will represent the sole class of ‘‘residual interest’’ in the Upper-Tier REMIC and the Class LR Certificates will represent the sole class of ‘‘residual interests’’ in the Lower-Tier REMIC, within the meaning of the REMIC Provisions. The Certificates (other than the Class LR and Class R Certificates) (in the case of the Class A-4FL Certificates, to the extent of their respective interests in the Class A-4FL Regular Interest), are ‘‘Regular Certificates’’ as defined in the prospectus. In addition, in the opinion of Cadwalader, Wickersham & Taft LLP, the portion of the trust fund consisting of the Class A-4FL Regular Interest, the Swap Contract and the Floating Rate Account will be treated as a grantor trust for federal income tax purposes under subpart E, part I of subchapter J of the Code, and the Class A-4FL Certificates will represent undivided beneficial interests in the grantor trust.

The Lower-Tier REMIC will hold the mortgage loans and their proceeds, and the Trust’s allocable share of any property that secured a mortgage loan that was acquired by foreclosure or deed in lieu of foreclosure (in the case of each Non-Serviced Mortgage Loan, a beneficial interest in an allocable portion of the property securing that Non-Serviced Mortgage Loan), and will issue certain uncertificated classes of regular interests (the ‘‘Lower-Tier REMIC Regular Interests’’) and the Class LR Certificates, which will represent the sole class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC will hold the Lower-Tier REMIC Regular Interests and their proceeds and will issue the Regular Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest as regular interests in the Upper-Tier REMIC and the Class R Certificates as the sole class of residual interest in the Upper-Tier REMIC.

Because they represent regular interests, each Class of Offered Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest generally will be treated as newly originated debt instruments for federal income tax purposes. Holders of the Classes of Offered Certificates will be required to include in income all interest on the regular interests represented by their Certificates in accordance with the accrual method of accounting, regardless of a Certificateholder’s usual method of accounting. It is anticipated that the Class A-2, Class A-3, Class A-4, Class A-1A and Class A-SB Certificates and Class A-4FL Regular Interest will be issued at a premium, that the Class A-1 and Class A-M Certificates will be issued with a de minimis amount of original issue discount and that the Class A-J Certificates will be issued with original issue discount for federal income tax purposes. The prepayment assumption that will be used in determining the rate of accrual of original issue discount, if any, and market discount or whether any such discount is de minimis, and that may be used to amortize premium, if any, for federal income tax purposes will be based on the assumption that subsequent to the date of any determination the mortgage loans will prepay at a rate equal to a CPR of 0%; (the ‘‘Prepayment Assumption’’). No representation is made that the mortgage loans will prepay at that rate or at any other rate. See ‘‘Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates’’ in the prospectus. For purposes of this discussion and the discussion in the prospectus, holders of the Class A-4FL

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Certificates will be required to allocate their purchase prices and disposition proceeds between their interest in the Class A-4FL Regular Interest and the Swap Contract for purposes of accruing discount or premium or computing gain or loss upon disposition of the Class A-4FL Regular Interest, and with respect to the Class A-4FL Certificates, references in such discussion to the ‘‘regular interests’’ are to the Class A-4FL Regular Interest and amounts allocable thereto.

Although unclear for federal income tax purposes, it is anticipated that the Class X Certificates will be considered to be issued with original issue discount in an amount equal to the excess of all distributions of interest expected to be received on such Class (assuming the WAC Rate changes in accordance with the Prepayment Assumption in the manner set forth in the prospectus), over its issue price (including accrued interest from May 1, 2008). Any ‘‘negative’’ amounts of original issue discount on the Class X Certificates attributable to rapid prepayments with respect to the mortgage loans will not be deductible currently, but may be offset against future positive accruals of original issue discount, if any. Finally, a holder of any Class X Certificate may be entitled to a loss deduction to the extent it becomes certain that such holder will not recover a portion of its basis in such Certificate, assuming no further prepayments. In the alternative, it is possible that rules similar to the ‘‘noncontingent bond method’’ of the OID Regulations, as defined in the prospectus, may be promulgated with respect to these Certificates.

Yield Maintenance Charges actually collected will be distributed among the holders of the respective Classes of Offered Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest as described under ‘‘Description of the Certificates—Allocation of Yield Maintenance Charges and Prepayment Premiums’’ in this prospectus supplement. It is not entirely clear under the Code when the amount of Yield Maintenance Charges so allocated should be taxed to the holder of an Offered Certificate, but it is not expected, for federal income tax reporting purposes, that Yield Maintenance Charges will be treated as giving rise to any income to the holder of an Offered Certificate prior to a Master Servicer’s actual receipt of a Yield Maintenance Charge. Yield Maintenance Charges, if any, may be treated as ordinary income, although authority exists for treating such amounts as capital gain if they are treated as paid upon the retirement or partial retirement of a Certificate. Certificateholders should consult their own tax advisers concerning the treatment of Yield Maintenance Charges. Any Yield Maintenance Charge paid to the Swap Counterparty with respect to the Class A-4FL Regular Interest will be treated as received by the holders of the Class A-4FL Certificates and paid as a periodic payment by the holders of the Class A-4FL Certificates under the Swap Contract.

Except as provided below, the Offered Certificates will be treated as ‘‘real estate assets’’ within the meaning of Section 856(c)(5)(B) of the Code in the hands of a real estate investment trust or ‘‘REIT’’ and interest (including original issue discount, if any) on the Offered Certificates will be interest described in Section 856(c)(3)(B) of the Code, and the Offered Certificates will be treated as ‘‘loans . . . secured by an interest in real property which is . . . residential real property’’ under Section 7701(a)(19)(C)(v) of the Code for a domestic building and loan association to the extent the mortgage loans are secured by a multifamily property. As of the Cut-off Date, 11 mortgaged properties representing approximately 5.6% of the Initial Pool Balance (0.04%, 100.0%) are secured by multifamily and manufactured housing community properties . Holders of the Offered Certificates should consult their own tax advisors whether the foregoing percentage or some other percentage applies to their certificates. In addition, (i) mortgage loans that have been defeased with U.S. Treasury obligations and (ii) the Class A-4FL Certificates to the extent of their basis, if any, allocable to the Swap Contract will not qualify for foregoing tax treatment. Moreover, the Offered Certificates, other than the Class A-4FL Certificates, which represent interests in their Swap Contract, in addition to their interests in the Class A-4FL Regular Interest, will be ‘‘qualified mortgages’’ for another REMIC within the meaning of Section 860G(a)(3) of the Code. See ‘‘Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates’’ in the prospectus.

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Taxation of the Swap Contract

Each holder of a Class A-4FL Certificate will be treated for federal income tax purposes as having entered into its proportionate share of the rights of such Class under the Swap Contract. Holders of the Class A-4FL Certificates must allocate the price they pay for their Certificates between their interests in the Class A-4FL Regular Interest, respectively, and the Swap Contract based on their relative market values. The portion, if any, allocated to the Swap Contract will be treated as a swap premium (the ‘‘Swap Premium’’) paid or received by the holders of the Class A-4FL Certificates. If the Swap Premium is paid by a holder, it will reduce the purchase price allocable to the Class A-4FL Regular Interest. If the Swap Premium is received by the holders, it will be deemed to have increased the purchase price for the Class A-4FL Regular Interest. If the Swap Contract is ‘‘on-market,’’ no amount of the purchase price will be allocable to it. Based on the anticipated issue price of the Class A-4FL Certificates, it is anticipated that the Class A-4FL Regular Interest will be issued at a premium and that a Swap Premium will be deemed to be paid to the holders of the Class A-4FL Certificates. The holder of a Class A-4FL Certificate will be required to amortize any Swap Premium under a level payment method as if the Swap Premium represented the present value of a series of equal payments made or received over the life of the Swap Contract (adjusted to take into account decreases in notional principal amount), discounted at a rate equal to the rate used to determine the amount of the Swap Premium (or some other reasonable rate). Prospective purchasers of the Class A-4FL Certificates should consult their own tax advisors regarding the appropriate method of amortizing any Swap Premium. Regulations promulgated by the U.S. Department of Treasury (‘‘Treasury’’) treat a non-periodic payment made under a swap contract as a loan for federal income tax purposes if the payment is ‘‘significant.’’ It is not known whether any Swap Premium would be treated in part as a loan under Treasury regulations.

Under Treasury regulations (i) all taxpayers must recognize periodic payments with respect to a notional principal contract under the accrual method of accounting, and (ii) any periodic payments received under the Swap Contract must be netted against payments made under the Swap Contract and deemed made or received as a result of the Swap Premium over the recipient’s taxable year, rather than accounted for on a gross basis. Net income or deduction with respect to net payments under a notional principal contract for a taxable year should constitute ordinary income or ordinary deduction. The IRS could contend the amount is capital gain or loss, but such treatment is unlikely, at least in the absence of further regulations. Any regulations requiring capital gain or loss treatment presumably would apply only prospectively. Individuals may be limited in their ability to deduct any such net deduction and should consult their tax advisors prior to investing in the Class A-4FL Certificates.

Any amount of proceeds from the sale, redemption or retirement of a Class A-4FL Certificate that is considered to be allocated to the holder’s rights under the Swap Contract or that the holder is deemed to have paid to the purchaser would be considered a ‘‘termination payment’’ allocable to such Certificate under Treasury regulations. A holder of a Class A-4FL Certificate will have gain or loss from such a termination equal to (A)(i) any termination payment it received or is deemed to have received minus (ii) the unamortized portion of the Swap Premium paid (or deemed paid) by the holder upon entering into or acquiring its interest in their respective Swap Contract or (B)(i) any termination payment it paid or is deemed to have paid minus (ii) the unamortized portion of the Swap Premium received upon entering into or acquiring its interest in the Swap Contract. Gain or loss realized upon the termination of their respective Swap Contract will generally be treated as capital gain or loss. Moreover, in the case of a bank or thrift institution, Section 582(c) of the Code would likely not apply to treat such gain or loss as ordinary.

The Class A-4FL Certificates, representing a beneficial ownership in the Class A-4FL Regular Interest and in the Swap Contract, may constitute positions in a straddle, in which case the straddle rules of Section 1092 of the Code would apply. A selling holder’s capital gain or loss with respect to such regular interest would be short term because the holding period would be tolled under the straddle rules. Similarly, capital gain or loss realized in connection with the termination

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of the Swap Contract would be short term. If the holder of a Class A-4FL Certificate incurred or continued to incur indebtedness to acquire or hold such Class A-4FL Certificate, the holder would generally be required to capitalize a portion of the interest paid on such indebtedness until termination of the Swap Contract.

Withholding and Backup Withholding.    Pursuant to the Pooling and Servicing Agreement (i) the Trustee shall deliver or cause to be delivered the federal taxpayer identification number of the grantor trust that holds the Swap Contract on an IRS Form W-9 to the Swap Counterparty as soon as possible after the Swap Contract is entered into (but no later than the first payment date under the Swap Contract) and, if requested by the Swap Counterparty (unless not permitted under federal income tax law) an IRS Form W-8IMY, (ii) each non-exempt Class A-4FL Certificateholder shall be obligated pursuant to the Pooling and Servicing Agreement to provide applicable certification to the Paying Agent (with copies directly from such Certificateholder to the Swap Counterparty) to enable the Paying Agent to make payments to the Class A-4FL Certificateholders without federal withholding or backup withholding, and (iii) as authorized by the Class A-4FL Certificateholders under the Pooling and Servicing Agreement, the Trustee may forward any such certification received to the Swap Counterparty if requested. If the above obligations are satisfied, under current law, no U.S. federal withholding or backup withholding taxes will be required to be deducted or withheld from payments by the Swap Counterparty to the Trust Fund. For an additional discussion of withholding and backup withholding, see ‘‘Certain Federal Income Tax Consequences’’ and ‘‘Federal Income Tax Consequences for REMIC Certificates—Backup Withholding’’ in the Prospectus.

For further information regarding the federal income tax consequences of investing in the Offered Certificates, see ‘‘Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates’’ in the prospectus.

METHOD OF DISTRIBUTION

Subject to the terms and conditions set forth in the underwriting agreement (the ‘‘Underwriting Agreement’’), among the Underwriters and the Depositor, the Depositor has agreed to sell to the Underwriters, and the Underwriters have severally, but not jointly, agreed to purchase from the Depositor the respective Certificate Balances or the Notional Amount, as applicable, of each Class of Offered Certificates set forth below subject in each case to a variance of 5%.


Class J.P. Morgan
Securities Inc.		 CIBC World
Markets Corp.		 PNC Capital
Markets LLC
Class A-1 $ 23,396,000 $ 0 $ 0
Class A-2 $ 68,126,000 $ 0 $ 0
Class A-3 $ 105,514,000 $ 0 $ 0
Class A-4 $ 344,554,000 $ 5,000,000 $ 5,000,000
Class A-4FL $ 145,000,000 $ 0 $ 0
Class A-SB $ 54,460,000 $ 0 $ 0
Class A-1A $ 65,075,000 $ 0 $ 0
Class X $ 1,165,893,035 $ 0 $ 0
Class A-M $ 116,589,000 $ 0 $ 0
Class A-J $ 61,209,000 $ 0 $ 0

In the event of a default by any Underwriter, the Underwriting Agreement provides that, in certain circumstances, purchase commitments of the non-defaulting Underwriter(s) may be increased or the Underwriting Agreement may be terminated. Additionally, the Depositor the Trustee, the Master Servicers, the Special Servicer and the Mortgage Loan Sellers have severally agreed to indemnify the Underwriters, and the Underwriters have agreed to indemnify the Depositor, against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

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The Depositor has been advised by the Underwriters that they propose to offer the Offered Certificates to the public from time to time in one or more negotiated transactions, or otherwise, at varying prices to be determined at the time of sale. Proceeds to the Depositor from the sale of Offered Certificates will be approximately 102.8% of the initial aggregate Certificate Balance of the Offered Certificates, plus accrued interest on the Offered Certificates (except with respect to the Class A-4FL Certificates) from May 1, 2008, before deducting expenses payable by the Depositor estimated to be approximately $3,925,000. The Underwriters may effect the transactions by selling the Offered Certificates to or through dealers, and the dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the Underwriters. In connection with the purchase and sale of the Offered Certificates offered by this prospectus supplement, the Underwriters may be deemed to have received compensation from the Depositor in the form of underwriting discounts.

We cannot assure you that a secondary market for the Offered Certificates will develop or, if it does develop, that it will continue. The Underwriters expect to make, but are not obligated to make, a secondary market in the Offered Certificates. The primary source of ongoing information available to investors concerning the Offered Certificates will be the monthly statements discussed in the prospectus supplement under ‘‘Description of the Certificates—Reports to Certificateholders; Certain Available Information,’’ which will include information as to the outstanding principal balance of the Offered Certificates and the status of the applicable form of credit enhancement. Except as described in this prospectus supplement under ‘‘Description of the Certificates—Reports to Certificateholders; Certain Available Information,’’ we cannot assure you that any additional information regarding the Offered Certificates will be available through any other source. In addition, we are not aware of any source through which price information about the Offered Certificates will be generally available on an ongoing basis. The limited nature of that information regarding the Offered Certificates may adversely affect the liquidity of the Offered Certificates, even if a secondary market for the Offered Certificates becomes available.

J.P. Morgan Securities Inc., one of the Underwriters, is an affiliate of each of the Depositor and of JPMorgan Chase Bank, N.A., one of the Mortgage Loan Sellers and the Swap Counterparty.

CIBC World Markets Corp., one of the Underwriters, is an affiliate of CIBC Inc., one of the Mortgage Loan Sellers.

PNC Capital Markets LLC, one of the Underwriters, is an affiliate of each of PNC Bank, National Association, one of the Mortgage Loan Sellers, and Midland Loan Services, Inc., one of the Master Servicers.

Certain ERISA Considerations

A fiduciary of any retirement plan or other employee benefit plan or arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which those plans, annuities, accounts or arrangements are invested, including insurance company general accounts, that is subject to the fiduciary responsibility rules of the Employee Retirement Income Security Act of 1974, as amended (‘‘ERISA’’), or Section 4975 of the Code (an ‘‘ERISA Plan’’) or which is a governmental plan, as defined in Section 3(32) of ERISA, or a church plan, as defined in Section 3(33) of ERISA and for which no election has been made under Section 410(d) of the Code, subject to any federal, state or local law (‘‘Similar Law’’) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, with an ERISA Plan, a ‘‘Plan’’) should review with its legal advisors whether the purchase or holding of Offered Certificates could give rise to a transaction that is prohibited or is not otherwise permitted under ERISA, the Code or Similar Law or whether there exists any statutory, regulatory or administrative exemption applicable thereto. Moreover, each Plan fiduciary should determine whether an investment in the Offered Certificates is appropriate for the Plan, taking into account the overall investment policy of the Plan and the composition of the Plan’s investment portfolio.

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The U.S. Department of Labor has issued to J.P. Morgan Securities Inc. an individual prohibited transaction exemption, PTE 2002-19, 67 Fed. Reg. 14,979 (March 28, 2002) (the ‘‘Exemption’’). The Exemption generally exempts from the application of the prohibited transaction provisions of Sections 406 and 407 of ERISA, and the excise taxes imposed on the prohibited transactions pursuant to Sections 4975(a) and (b) of the Code, certain transactions, among others, relating to the servicing and operation of pools of mortgage loans, such as the pool of mortgage loans held by the trust, and the purchase, sale and holding of mortgage pass-through certificates, such as the Offered Certificates, underwritten by J.P. Morgan Securities Inc., provided that certain conditions set forth in the Exemption are satisfied.

The Exemption sets forth five general conditions that must be satisfied for a transaction involving the purchase, sale and holding of the Offered Certificates to be eligible for exemptive relief. First, the acquisition of the Offered Certificates by a Plan must be on terms (including the price paid for the Certificates) that are at least as favorable to the Plan as they would be in an arm’s-length transaction with an unrelated party. Second, the Offered Certificates at the time of acquisition by the Plan must be rated in one of the four highest generic rating categories by S&P, Moody’s, Fitch, DBRS Limited or DBRS, Inc. Third, the Trustee cannot be an affiliate of any other member of the Restricted Group other than an Underwriter. The ‘‘Restricted Group’’ consists of any Underwriter, the Depositor, the Trustee, the Master Servicers, the Special Servicer, any sub-servicer, the Swap Counterparty, any entity that provides insurance or other credit support to the trust fund and any borrower with respect to mortgage loans constituting more than 5% of the aggregate unamortized principal balance of the mortgage loans as of the date of initial issuance of the Offered Certificates, and any affiliate of any of the foregoing entities. Fourth, the sum of all payments made to and retained by the Underwriters must represent not more than reasonable compensation for underwriting the Offered Certificates, the sum of all payments made to and retained by the Depositor pursuant to the assignment of the mortgage loans to the trust fund must represent not more than the fair market value of the mortgage loans and the sum of all payments made to and retained by the Master Servicers, the Special Servicer and any sub-servicer must represent not more than reasonable compensation for that person’s services under the Pooling and Servicing Agreement and reimbursement of the person’s reasonable expenses in connection therewith. Fifth, the investing Plan must be an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange Commission under the Securities Act of 1933, as amended.

It is a condition of the issuance of the Offered Certificates that they have the ratings specified on the cover page. The Depositor believes that, as of the Closing Date, the third general condition set forth above will be satisfied with respect to the Offered Certificates. A fiduciary of a Plan contemplating purchasing an Offered Certificate in the secondary market must make its own determination that, at the time of purchase, the Offered Certificates continue to satisfy the second and third general conditions set forth above. A fiduciary of a Plan contemplating purchasing an Offered Certificate, whether in the initial issuance of the related Certificates or in the secondary market, must make its own determination that the first, fourth and fifth general conditions set forth above will be satisfied with respect to the related Offered Certificate.

Further, the Exemption imposes additional requirements for purchases by Plans of classes of Certificates subject to swap contracts, such as the Class A-4FL Certificates which benefit from the Swap Contract:

(a)    The Swap Contract must be an ‘‘eligible swap’’ with an ‘‘eligible swap counterparty’’ (as each term is defined in PTE 2007-05);

(b)    If the Swap Contract ceases to be an eligible swap and the Swap Contract cannot be replaced, the Trustee must notify the Certificateholders that the Exemption will cease to apply with respect to the class of Certificates subject to the Swap Contract; and

(c)    The fiduciary of a Plan purchasing any class of Certificates subject to the Swap Contract must be either:

•  a ‘‘qualified professional asset manager’’ (as defined in PTE 84-14);

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•  an ‘‘in-house asset manager’’ (as defined in PTE 96-23); or
•  a Plan fiduciary with total assets under management of at least $100 million at the time of the acquisition of the Certificates by the Plan.

The Depositor believes that the Swap Contract will meet all of the relevant requirements to be considered an ‘‘eligible swap’’ as of the Closing Date. However, any Plan contemplating purchase of the Class A-4FL Certificates must make its own determination that all of the additional requirements of the Exemption are satisfied as of the date of such purchase and during the time that the Plan holds the Class A-4FL Certificates.

The Exemption also requires that the trust fund meet the following requirements: (1) the trust fund must consist solely of assets of the type that have been included in other investment pools; (2) certificates in those other investment pools must have been rated in one of the four highest categories of S&P, Moody’s, Fitch, DBRS Limited or DBRS, Inc. for at least one year prior to the Plan’s acquisition of Offered Certificates; and (3) certificates in those other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan’s acquisition of Offered Certificates.

If the general conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code) in connection with (1) the direct or indirect sale, exchange or transfer of Offered Certificates in the initial issuance of Certificates between the Depositor or the Underwriters and a Plan when the Depositor, any of the Underwriters, the Trustee, the Master Servicers, the Special Servicer, a sub-servicer or a borrower is a party in interest with respect to the investing Plan, (2) the direct or indirect acquisition or disposition in the secondary market of the Offered Certificates by a Plan and (3) the holding of Offered Certificates by a Plan. However, no exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of an Offered Certificate on behalf of an ‘‘Excluded Plan’’ by any person who has discretionary authority or renders investment advice with respect to the assets of the Excluded Plan. For purposes of this prospectus supplement, an ‘‘Excluded Plan’’ is a Plan sponsored by any member of the Restricted Group.

If certain specific conditions of the Exemption are also satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Section 4975(c)(1)(E) of the Code in connection with (1) the direct or indirect sale, exchange or transfer of Offered Certificates in the initial issuance of Certificates between the Depositor or the Underwriters and a Plan when the person who has discretionary authority or renders investment advice with respect to the investment of Plan assets in those Certificates is (a) a borrower with respect to 5% or less of the fair market value of the mortgage loans or (b) an affiliate of that person, (2) the direct or indirect acquisition or disposition in the secondary market of Offered Certificates by a Plan and (3) the holding of Offered Certificates by a Plan.

Further, if certain specific conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a), 406(b) and 407(a) of ERISA, and the taxes imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c) of the Code for transactions in connection with the servicing, management and operation of the pool of mortgage loans.

Before purchasing an Offered Certificate, a fiduciary of a Plan should itself confirm that the specific and general conditions and the other requirements set forth in the Exemption would be satisfied at the time of purchase. In addition to making its own determination as to the availability of the exemptive relief provided in the Exemption, the Plan fiduciary should consider the availability of any other prohibited transaction exemptions, including with respect to governmental plans, any exemptive relief afforded under Similar Law. See ‘‘Certain ERISA Considerations’’ in the prospectus. A purchaser of an Offered Certificate should be aware,

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however, that even if the conditions specified in one or more exemptions are satisfied, the scope of relief provided by an exemption may not cover all acts which might be construed as prohibited transactions.

The Pension Protection Act of 2006 makes significant changes to ERISA rules relating to prohibited transactions and plan assets, among other areas. Potential investors should consult with their advisors regarding the consequences of these changes.

THE SALE OF OFFERED CERTIFICATES TO A PLAN IS IN NO RESPECT A REPRESENTATION BY THE DEPOSITOR OR ANY OF THE UNDERWRITERS THAT THIS INVESTMENT MEETS ANY RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY PLANS GENERALLY OR ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR PLANS GENERALLY OR ANY PARTICULAR PLAN.

Legal Matters

The validity of the Certificates will be passed upon for the Depositor by Cadwalader, Wickersham & Taft LLP, and for the Underwriters by Thacher Proffitt & Wood LLP. In addition, certain federal income tax matters will be passed upon for the Depositor by Cadwalader, Wickersham & Taft LLP.

Certain Legal Aspects of the Mortgage Loans

The following discussion summarizes certain legal aspects of mortgage loans secured by real property in California that is general in nature. This summary does not purport to be complete and is qualified in its entirety by reference to the applicable federal and state laws governing the mortgage loans.

Four (4) of the Mortgaged Properties, securing mortgage loans, representing approximately 21.2% of the Initial Pool Balance (22.5%, 0.0%), are located in the State of California. Mortgage loans in California are generally secured by deeds of trust on the related real estate. Foreclosure of a deed of trust in California may be accomplished by a non judicial trustee’s sale in accordance with the California Civil Code (so long as it is permitted under a specific provision in the deed of trust) or by judicial foreclosure in accordance with the California Code of Civil Procedure. Public notice of either the trustee’s sale or the judgment of foreclosure is given for a statutory period of time after which the mortgaged real estate may be sold by the trustee, if foreclosed pursuant to the trustee’s power of sale, or by court appointed sheriff under a judicial foreclosure. Following a judicial foreclosure sale, the borrower or its successor in interest may, for a period of up to one year, redeem the property; however, there is no redemption following a trustee’s power of sale. California’s ‘‘one action rule’’ requires the lender to complete foreclosure of all real estate provided as security under the deed of trust in an attempt to satisfy the full debt before bringing a personal action (if otherwise permitted) against the borrower for recovery of the debt, except in certain cases involving environmentally impaired real property where foreclosure of the real property is not required before making a claim under the indemnity. California case law has held that acts such as an offset of an unpledged account constitute violations of such statutes. Violations of such statutes may result in the loss of some or all of the security under the mortgage loan and a loss of the ability to sue for the debt. Other statutory provisions in California limit any deficiency judgment (if otherwise permitted) against the borrower following a judicial foreclosure to the amount by which the indebtedness exceeds the fair value at the time of the public sale and in no event greater than the difference between the foreclosure sale price and the amount of the indebtedness. Further, under California law, once a property has been sold pursuant to a power of sale clause contained in a deed of trust (and in the case of certain types of purchase money acquisition financings, under all circumstances), the lender is precluded from seeking a deficiency judgment from the borrower or, under certain circumstances, guarantors. On the other hand, under certain circumstances, California law permits separate and even contemporaneous actions against both the borrower and any guarantors. California statutory provisions regarding assignments of rents and leases require that a lender whose loan is

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secured by such an assignment must exercise a remedy with respect to rents as authorized by statute in order to establish its right to receive the rents after an event of default. Among the remedies authorized by statute is the lender’s right to have a receiver appointed under certain circumstances.

Other Aspects. Please see the discussion under ‘‘Certain Legal Aspects of the Mortgage Loans’’ in the accompanying prospectus regarding other legal aspects of the Mortgage Loans that you should consider prior to making any investment in the Certificates.

Ratings

It is a condition to issuance that the Offered Certificates be rated not lower than the following ratings by Moody’s Investor Service, Inc. (‘‘Moody’s’’) and Fitch, Inc. (‘‘Fitch’’ and together with Moody’s, the ‘‘Rating Agencies’’):


Class Moody’s Fitch
A-1 Aaa AAA
A-2 Aaa AAA
A-3 Aaa AAA
A-4 Aaa AAA
A-4FL Aaa AAA
A-SB Aaa AAA
A-1A Aaa AAA
X Aaa AAA
A-M Aaa AAA
A-J Aaa AAA

A securities rating on mortgage pass-through certificates addresses the likelihood of the timely receipt by their holders of interest and the ultimate repayment of principal to which they are entitled by February 12, 2051 (the ‘‘Rated Final Distribution Date’’). The rating takes into consideration the credit quality of the pool of mortgage loans, structural and legal aspects associated with the certificates, and the extent to which the payment stream from the pool of mortgage loans is adequate to make payments required under the certificates. The ratings on the Offered Certificates do not, however, constitute a statement regarding the likelihood, timing or frequency of prepayments (whether voluntary or involuntary) on the mortgage loans or the degree to which the payments might differ from those originally contemplated. In addition, a rating does not address the likelihood or frequency of voluntary or mandatory prepayments of mortgage loans, payment of prepayment premiums, Yield Maintenance Charges or net default interest.

Also, the rating does not represent any assessment of the yield to maturity that investors may experience or the possibility that the Class X Certificateholders might not fully recover their investments in the event of rapid prepayments of the mortgage loans (including both voluntary and involuntary prepayments). As described in this prospectus supplement, the amounts payable with respect to the Class X Certificates consist only of interest. If the entire pool were to prepay in the initial month, with the result that the Class X Certificateholders receive only a single month’s interest and thus suffer a nearly complete loss of their investment, all amounts ‘‘due’’ to such Certificateholders will nevertheless have been paid, and such result is consistent with the ratings received on the Class X Certificates. The Notional Amount upon which interest is calculated with respect to the Class X Certificates is subject to reduction in connection with each reduction of the Certificate Balance of any other Class of Certificates, whether as a result of principal payments or the allocation of Collateral Support Deficits. The ratings on the Class X Certificates do not address the timing or magnitude of reduction of such Notional Amount, but only the obligation to pay interest timely on the related Notional Amount as so reduced from time to time. Accordingly, the ratings on the Class X Certificates should be evaluated independently from similar ratings on other types of securities.

A rating on the Class A-4FL Certificates does not represent any assessment of whether the floating interest rate on those Certificates will convert to a fixed rate. With respect to the

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Class A-4FL Certificates, the Rating Agencies are only rating the receipt of interest up to the Pass-Through Rate applicable to the Class A-4FL Regular Interest and are not rating the receipt of interest accrued at LIBOR plus 1.5000%. In addition, the ratings do not address any shortfalls or delays in payment that investors in the Class A-4FL Certificates may experience as a result of the conversion of the Pass-Through Rate on those Certificates from a rate based on LIBOR to a fixed rate.

We cannot assure you as to whether any rating agency not requested to rate the Offered Certificates will nonetheless issue a rating to any Class of Offered Certificates and, if so, what the rating would be. A rating assigned to any Class of Offered Certificates by a rating agency that has not been requested by the Depositor to do so may be lower than the rating assigned to such Class by the Rating Agencies.

The ratings on the Offered Certificates should be evaluated independently from similar ratings on other types of securities. 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 rating agency.

Pursuant to an agreement between the Depositor and each of the Rating Agencies, the Rating Agencies will provide ongoing ratings feedback with respect to the Offered Certificates for as long as they remain issued and outstanding.

Legal Investment

The Offered Certificates will not constitute ‘‘mortgage related securities’’ for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. The appropriate characterization of the Offered Certificates under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase Offered Certificates, is subject to significant interpretive uncertainties.

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 the Offered Certificates under applicable legal investment restrictions. 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 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 will constitute legal investments for them or are subject to investment, capital, or other restrictions.

See ‘‘Legal Investment’’ in the prospectus.

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INDEX OF DEFINED TERMS


   
30/360 Basis S-130
AB Intercreditor Agreement S-91
AB Mortgage Loans S-86
AB Subordinate Companion Loan S-86
AB Whole Loan S-86
Acceptable Insurance Default S-182
Accrued Interest from Recoveries S-150
Actual/360 Basis S-95
Additional Exclusions S-182
Administrative Cost Rate S-150
Advances S-161
Appraisal Reduction S-164
Appraisal Reduction Event S-164
Asset Status Report S-178
Assumed Final Distribution Date S-156
Assumed Scheduled Payment S-154
Available Distribution Amount S-140
Base Interest Fraction S-156
Block at Orange Intercreditor Agreement S-89
Block at Orange Loan S-89
Block at Orange Mortgaged Property S-89
Block at Orange Noteholders S-89
Block at Orange Pari Passu Companion Loan S-89
Block at Orange Whole Loan S-89
Capmark S-89
CBE S-205
Certificate Account S-138
Certificate Balance S-134
Certificate Owner S-135
Certificate Registrar S-123
Certificateholders S-85
Certificates S-134
CIBC S-85
Class S-134
Class A Certificates S-134
Class A-4FL Available Funds S-140
Class A-4FL Interest Distribution Amount S-150
Class A-4FL Regular Interest S-134
Class A-SB Planned Principal Balance S-154
Clearstream S-135
Closing Date S-85
CMBS S-125
CMSA Investor Reporting Package S-169
Code S-207
Collateral Support Deficit S-159
Companion Loan S-86
Compensating Interest Payment S-133
Controlling Class S-179
Controlling Class Certificateholder S-179
Corrected Mortgage Loan S-178
Crossed Loan S-110
Cross-Over Date S-147
Custodian S-104
Cut-off Date S-84
Cut-off Date Balance S-84
Cut-off Date LTV Ratios S-103
CWCAM S-127
Defeasance S-98
Defeasance Lockout Period S-98
Depositor S-85
Depositories S-136
Determination Date S-138
Direct Participants S-136
Directing Certificateholder S-179
Discount Rate S-96
Distributable Certificate Interest S-151
Distribution Account S-138
Distribution Date S-138
DSCR S-84
DTC S-135
Due Period S-141
Effective Gross Income S-102
ERISA S-211
ERISA Plan S-211
ESA S-113, S-117
Euroclear S-135
Events of Default S-190
Excluded Plan S-213
Exemption S-212
FIRREA S-113, S-116
Fitch S-127, S-215
Form 8-K S-102
FSMA S-7
Gain-on-Sale Reserve Account S-139
Group 1 Principal Distribution Amount S-152
Group 1 Principal Shortfall S-152
Group 2 Principal Distribution Amount S-152
Group 2 Principal Shortfall S-153

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Indirect Participants S-136
Initial Loan Group 1 Balance S-84
Initial Loan Group 2 Balance S-84
Initial Pool Balance S-84
Initial Resolution Period S-107
Insurance and Condemnation Proceeds S-138
Interest Accrual Period S-151
Interest Distribution Amount S-150
Interest Reserve Account S-139
IRS S-186
Issuing Entity S-122
JPMCB S-85
JPMCC 2007-C1 Master Servicer S-89
JPMCC 2007-C1 Pooling and Servicing Agreement S-89
JPMCC 2007-C1 Special Servicer S-89
JPMCC 2007-C1 Trustee S-89
LaSalle S-123
LDP S-112
LIBOR S-149
LIBOR Business Day S-149
LIBOR Determination Date S-149
Liquidation Fee S-131
Liquidation Fee Rate S-131
Liquidation Proceeds S-138
Loan Group 1 S-84
Loan Group 2 S-84
Loan Groups S-84
Lockbox Accounts S-111
Lockbox Loans S-111
Lockout Period S-96
Lower-Tier Distribution Account S-138
Lower-Tier REMIC S-207
Lower-Tier REMIC Regular Interests S-207
LTV Ratio S-103
LTV Ratios S-84
MAI S-108
Master Servicer S-125
Master Servicer Remittance Date S-160
Maturity Date LTV Ratios S-103
Midland S-125
Midland LP S-115
Mortgage S-84
Mortgage File S-104
Mortgage Loan Sellers S-85
Mortgage Note S-84
Mortgage Rate S-150
Mortgaged Property S-84
Net Aggregate Prepayment Interest Shortfall S-151
Net Mortgage Rate S-150
Net Operating Income S-102
NOI S-102
Non-Offered Certificates S-134
Non-Offered Subordinate Certificates S-158
Nonrecoverable Advance S-162
Non-Serviced Companion Loan S-86
Non-Serviced Mortgage Loan S-86
Non-Serviced Mortgage Loan Controlling Holder S-180
Non-Serviced Whole Loan S-86
Notional Amount S-135
Offered Certificates S-134
Operating Statements S-103
Option Price S-185
PAR S-114, S-117
Pari Passu Companion Loan S-86
Participants S-135
Pass-Through Rate S-148
Paying Agent S-85
Percentage Interest S-135
Periodic Payments S-140
Permitted Investments S-139
Plan S-211
PNC Bank S-85, S-114
PNC Financial S-114
Pooling and Servicing Agreement S-134
Prepayment Assumption S-207
Prepayment Interest Excess S-132
Prepayment Interest Shortfall S-132
Primary Collateral S-110
Prime Rate S-164
Principal Balance Certificates S-135
Principal Distribution Amount S-151
Principal Shortfall S-154
Purchase Agreements S-85
Purchase Option S-185
Purchase Price S-108
P&I Advance S-160
Qualified Substitute Mortgage Loan S-108
Rated Final Distribution Date S-215
Rating Agencies S-215
Rating Agency Trigger Event S-173
Record Date S-138

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Regular Certificates S-207
Reimbursement Rate S-164
Related Proceeds S-162
Release Date S-98
RELEVANT IMPLEMENTATION DATE S-6
RELEVANT MEMBER STATE S-6
RELEVANT PERSONS S-8
REMIC S-207
REMIC Provisions S-207
REO Account S-183
REO Loan S-155
REO Property S-177
Residual Certificates S-134
Restricted Group S-212
Rules S-137
Scheduled Principal Distribution Amount S-153
Senior Certificates S-134
Serviced Companion Loan S-86
Serviced Mortgage Loan S-86
Serviced Whole Loan S-86
Servicing Advances S-161
Servicing Fee S-129
Servicing Fee Rate S-130
Servicing Standards S-176
Significance Estimate S-173
Significance Percentage S-173
Similar Law S-211
Special Servicing Fee S-130
Special Servicing Fee Rate S-130
Specially Serviced Mortgage Loans S-177
Stated Principal Balance S-154
Statement to Certificateholders S-166
Subordinate Certificates S-134
Subordinate Companion Loan S-86
Subordinate Offered Certificates S-134
Swap Default S-174
S&P S-127
Treasury S-209
Trustee S-85
Trustee Fee S-124
Trustee Fee Rate S-124
Underwriters S-109
Underwritten Cash Flow S-102
Underwritten Cash Flow Debt Service Coverage Ratio S-102
Underwritten NOI S-102
Unscheduled Principal Distribution Amount S-153
Upper-Tier Distribution Account S-138
Upper-Tier REMIC S-207
UW DSCR S-102
UW NCF S-102
UW NOI S-102
Voting Rights S-171
WAC Rate S-150
Wells Fargo Bank S-125
Westin Portfolio Intercreditor Agreement S-90
Westin Portfolio Loan S-90
Westin Portfolio Mortgaged Property S-90
Westin Portfolio Noteholders S-90
Westin Portfolio Pari Passu Companion Loan S-90
Westin Portfolio Whole Loan S-90
Whole Loan S-86
Withheld Amounts S-139
Withheld Loans S-139
Workout Fee S-131
Workout Fee Rate S-131
Workout-Delayed Reimbursement Amount S-162
Yield Maintenance Charge S-96

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Table of Contents

SCHEDULE I
CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE

    


Date Balance
June 12, 2008 $ 54,460,000.00
July 12, 2008 $ 54,460,000.00
August 12, 2008 $ 54,460,000.00
September 12, 2008 $ 54,460,000.00
October 12, 2008 $ 54,460,000.00
November 12, 2008 $ 54,460,000.00
December 12, 2008 $ 54,460,000.00
January 12, 2009 $ 54,460,000.00
February 12, 2009 $ 54,460,000.00
March 12, 2009 $ 54,460,000.00
April 12, 2009 $ 54,460,000.00
May 12, 2009 $ 54,460,000.00
June 12, 2009 $ 54,460,000.00
July 12, 2009 $ 54,460,000.00
August 12, 2009 $ 54,460,000.00
September 12, 2009 $ 54,460,000.00
October 12, 2009 $ 54,460,000.00
November 12, 2009 $ 54,460,000.00
December 12, 2009 $ 54,460,000.00
January 12, 2010 $ 54,460,000.00
February 12, 2010 $ 54,460,000.00
March 12, 2010 $ 54,460,000.00
April 12, 2010 $ 54,460,000.00
May 12, 2010 $ 54,460,000.00
June 12, 2010 $ 54,460,000.00
July 12, 2010 $ 54,460,000.00
August 12, 2010 $ 54,460,000.00
September 12, 2010 $ 54,460,000.00
October 12, 2010 $ 54,460,000.00
November 12, 2010 $ 54,460,000.00
December 12, 2010 $ 54,460,000.00
January 12, 2011 $ 54,460,000.00
February 12, 2011 $ 54,460,000.00
March 12, 2011 $ 54,460,000.00
April 12, 2011 $ 54,460,000.00
May 12, 2011 $ 54,460,000.00
June 12, 2011 $ 54,460,000.00
July 12, 2011 $ 54,460,000.00
August 12, 2011 $ 54,460,000.00
September 12, 2011 $ 54,460,000.00
October 12, 2011 $ 54,460,000.00
November 12, 2011 $ 54,460,000.00
December 12, 2011 $ 54,460,000.00
January 12, 2012 $ 54,460,000.00
February 12, 2012 $ 54,460,000.00
March 12, 2012 $ 54,460,000.00
April 12, 2012 $ 54,460,000.00
May 12, 2012 $ 54,460,000.00
June 12, 2012 $ 54,460,000.00
July 12, 2012 $ 54,460,000.00
August 12, 2012 $ 54,460,000.00
September 12, 2012 $ 54,459,282.20
October 12, 2012 $ 53,543,386.93
November 12, 2012 $ 52,774,027.18
December 12, 2012 $ 51,801,517.44
January 12, 2013 $ 50,991,426.89
February 12, 2013 $ 50,159,414.26
March 12, 2013 $ 48,802,303.47
April 12, 2013 $ 47,960,124.88
May 12, 2013 $ 46,941,191.87
June 12, 2013 $ 46,088,327.35
July 12, 2013 $ 45,058,993.55
August 12, 2013 $ 44,195,321.65
September 12, 2013 $ 43,326,692.88
October 12, 2013 $ 42,282,015.51
November 12, 2013 $ 41,402,400.21
December 12, 2013 $ 40,347,029.47
January 12, 2014 $ 39,456,302.77
February 12, 2014 $ 38,560,463.37
March 12, 2014 $ 37,148,940.71
April 12, 2014 $ 36,239,841.66
May 12, 2014 $ 35,155,773.87
June 12, 2014 $ 34,235,228.19
July 12, 2014 $ 33,140,019.19
August 12, 2014 $ 32,207,896.75
September 12, 2014 $ 31,270,423.11
October 12, 2014 $ 30,157,997.83
November 12, 2014 $ 29,318,140.49
December 12, 2014 $ 28,323,278.34
January 12, 2015 $ 27,472,797.42
February 12, 2015 $ 26,617,393.82
March 12, 2015 $ 25,308,120.71
April 12, 2015 $ 24,440,174.44
May 12, 2015 $ 23,417,971.57
June 12, 2015 $ 22,539,079.75
July 12, 2015 $ 21,506,222.89
August 12, 2015 $ 20,616,260.08
September 12, 2015 $ 19,721,145.27
October 12, 2015 $ 18,672,497.57
November 12, 2015 $ 17,766,125.85
December 12, 2015 $ 16,706,521.10
January 12, 2016 $ 15,788,763.46

Schedule I-1




Table of Contents
Date Balance
February 12, 2016 $ 14,865,692.39
March 12, 2016 $ 13,642,389.20
April 12, 2016 $ 12,706,883.09
May 12, 2016 $ 11,618,919.99
June 12, 2016 $ 10,671,693.99
July 12, 2016 $ 9,572,323.17
August 12, 2016 $ 8,613,242.93
September 12, 2016 $ 7,648,609.22
October 12, 2016 $ 6,532,294.39
November 12, 2016 $ 5,555,606.91
December 12, 2016 $ 4,427,559.37
January 12, 2017 $ 3,438,679.93
February 12, 2017 $ 2,444,073.92
March 12, 2017 $ 1,008,339.26
April 12, 2017 and thereafter $ 0

Schedule I-2




Table of Contents

ANNEX A-1

CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
AND MORTGAGED PROPERTIES

Annex A-1-1




Table of Contents

[THIS PAGE INTENTIONALLY LEFT BLANK] 






ANNEX A-1



LOAN #  SELLER  PROPERTY NAME                                   STREET ADDRESS
------------------------------------------------------------------------------------------------------------------------------------

  1     JPMCB   The Promenade Shops at Dos Lagos                2780, 2785, 2790 and 2795 Cabot Drive; 2710, 2715, 2745, 2755, 2765
                                                                   and 2785 Lakeshore Drive
  2     JPMCB   Block at Orange                                 20 City Boulevard West
  3     JPMCB   Westin Portfolio                                Various
 3.01           The Westin - La Paloma                          3800 East Sunrise Drive
 3.02           The Westin - Hilton Head                        2 Grasslawn Avenue
  4      PNC    The Tupper Building                             15 Kneeland Street
  5     JPMCB   Station Casinos Headquarters                    1505 South Pavilion Center Drive
  6      CIBC   333 Elliott Avenue West                         333 Elliott Avenue West
  7      PNC    Court at Upper Providence                       1814-1844 East Ridge Pike
  8      CIBC   Hilton Garden Inn Philadelphia Center City      1100 Arch Street
  9      PNC    Aurora Health Care Portfolio                    Various
 9.01           Aurora Health Center - Plymouth                 2600 Kiley Way
 9.02           Aurora Health Center - Waterford                818 Forrest Lane
 9.03           Aurora Health Center - Wautoma                  900 East Division Street
 9.04           Aurora Sheboygan Clinic                         1001 Service Road
 9.05           Green Bay/Suamico Medical Office                2890 Lineville Road
 9.06           Greenville Medical Office                       N1750 Lily of the Valley Drive
  10    JPMCB   Two Democracy Plaza                             6707 Democracy Boulevard
  11    JPMCB   Wisco Hotel Group A2                            Various
11.01           Holiday Inn Madison                             1109 Fourier Drive
11.02           Holiday Inn Express Milwaukee                   1400 West Zellman Court
11.03           Comfort Suites Appleton                         3809 West Wisconsin Avenue
11.04           Comfort Inn Fond du Lac                         77 Holiday Lane
  12    JPMCB   717 14th Street Office Building                 717 14th Street Northwest
  13    JPMCB   Wisco Hotel Group A1                            Various
13.01           Comfort Suites Milwaukee                        6362 South 13th Street
13.02           Holiday Inn Fond Du Lac                         625 West Rolling Meadows Drive
13.03           Baymont Inn Madison                             8102 Excelsior Drive
13.04           Comfort Suites Madison                          1253 John Q. Hammons Drive
13.05           Holiday Inn Express OshKosh                     2251 Westowne Avenue
  14     PNC    Technology Park (Roll Up)                       Various
14.01           Technology Park - 30 & 35 Technology Parkway    30 & 35 Technology Parkway
14.02           Technology Park - 190 -192 Technology Parkway   190 -192 Technology Parkway
  15    JPMCB   Regency Portfolio                               Various
15.01           2300 University                                 2300 University Avenue
15.02           141 Partners I/III                              11304 NW 54th Avenue and 5410 NW 112th Street
15.03           Westgate Business Center                        710-790 Alice Road
15.04           Water's Edge                                    4420 East University Avenue
15.05           Warrior Medical Plaza                           30 East US Highway 6
15.06           Scott Street Properties                         1422 East Scott Avenue
15.07           MCO II                                          2221 South 3270 West
15.08           Penn II                                         3930 West Cavalry Court
15.09           Interstate Partners                             11401 Meredith Drive
15.10           PM Development Lake Park                        431 Lake Park Boulevard
15.11           Pleasant Hill                                   5191 Maple Drive
15.12           Clark Street                                    1649 NW 86th Street
15.13           RJM Investments                                 4771 NW 2nd Avenue
15.14           Delaware Partners                               5330 NE 22nd Street
15.15           Lincoln Way                                     222 Lincoln Way
15.16           Broadway Partners                               2020 NE Broadway Avenue
15.17           Douglas Avenue                                  7003, 7007, and 7011 Douglas Avenue
15.18           East University Development                     902-904 Army Post Road
15.19           University Place Rowhomes                       1146 23rd Street
15.20           West Broadway                                   1824 West Broadway
  16    JPMCB   Chase South Tower - Baton Rouge                 451 Florida Street
  17    JPMCB   Jefferson Plaza                                 100 & 110 South Jefferson Road
  18     PNC    Woodside Corporate Park                         15050, 15100, 15150 SW Koll Parkway and 15625, 15727 SW Greystone
                                                                   Court
  19     CIBC   Eastgate Center                                 10501 Greenbelt Road
  20     CIBC   The Forum at Grand Prairie                      2650 South Forum Drive
  21     CIBC   Wal-Mart Shopping Center - Rio Grande, NJ       3159 Route 9 South
  22     CIBC   Cleveland Arena Parking                         Various
22.01           420-522 Prospect Avenue                         420-522 Prospect Avenue East
22.02           610 & 630 Prospect Avenue                       610-630 Prospect Avenue East
22.03           1365 West 9th Street                            1365 West 9th Street
22.04           113 St. Clair Avenue                            113 St. Clair Avenue
  23    JPMCB   Decorative Center Dallas                        1617 Hi Line Drive
  24     PNC    Dovetail Villas                                 5916 Mausser Drive
  25     PNC    Oak Ridge Apartments                            3517 North Hills Drive
  26     CIBC   Forest Hills Portfolio                          107-19 71st Avenue
  28     PNC    Washington Douglas Portfolio (Roll Up)          Various
28.01           Washington Douglas Portfolio - 509 7th St, DC   509 7th Street NW
28.02           Washington Douglas Portfolio - 110 Carroll St.  110 Carroll Street NW
28.03           Washington Douglas Portfolio - 701 King St.     701 King Street
  29     PNC    Breckenridge & ClimaStor Self Storage Roll-Up   Various
29.01           ClimaStor Self Storage                          2730 Bell Road & 6855 Vaughn Road
29.02           Breckenridge Self Storage                       310 Ray Thorington Road
  30    JPMCB   Kiwi-CEI Distribution Facility                  447 Old Swede Road
  31     CIBC   Hampton Inn Suites - Lake City, FL              450 SW Florida Gateway Drive
  32     CIBC   St. Charles 1                                   44 Industrial Park Drive
  33    JPMCB   Three Crosswoods                                200 East Campus View Boulevard
  34    JPMCB   Hampton Inn - Boone                             1075 Highway 105 South
  35    JPMCB   Waldorf Hampton Inn                             3750 Crain Highway
  36     CIBC   Thrifty Payless                                 1002 Market Street
  37     CIBC   Courtyard Marriott - Brunswick, GA              580 Millenium Boulevard
  38     CIBC   Missoula Staples/ Hastings Entertainment        2501 Brooks Street
  39     PNC    Hampton Inn Auburn                              2430 South College Street
  40     PNC    Country Inn & Suites - Inver Grove Heights      5653 Bishop Avenue
  41    JPMCB   The Woodlands                                   10032 Neville Walk Street
  42     PNC    Pine Plaza Shopping Center                      1213-1271 Stafford Drive
  43     PNC    Residence Inn - Union Hill                      2975 Main Street
  44     CIBC   Frederick's Court                               485 Alisal Road
  45    JPMCB   Northern Ohio Industrial Park                   1400-1438 Lowell Street
  46     PNC    Landmark Plaza                                  300 South Koeller Street
  47    JPMCB   InSite Canton Industrial                        5267-5271 Southway Street SW
  48    JPMCB   2600 Mount Ephraim Avenue                       2600 Mount Ephraim Avenue
  49     PNC    Crossroads Phase III                            3346 Gateway Street
  50     CIBC   Lofts at New Roc                                100 New Roc City Place
  51     CIBC   Quaker Crossing Outparcel                       3460-3484 Amelia Drive
  52     CIBC   Hancock Village                                 2560 East State Road 50
  53     PNC    Heartland Financial Building                    1600 NE Coronado Drive
  54    JPMCB   Central Self Storage                            9404 North 19th Avenue
  55     PNC    Stor Gard Self Storage Northborough             241 Southwest Cutoff
  56    JPMCB   Hart & Cooley                                   1591 Jordan Road
  57    JPMCB   KMart Madison                                   1508 South Gallatin Road
  58     PNC    400 Market Street                               400 Market Street
  59    JPMCB   Drake Plaza Apartments                          3307 Olive Street
  60     CIBC   Courtyard Place Apartments                      425 South 25th Street
  61    JPMCB   All Storage Sycamore                            3901 Sycamore School Road
  62     PNC    Bank of America Professional Center             6014 U.S. Highway 19
  63    JPMCB   801 and 949 East Erie Avenue                    801 and 949 East Erie Avenue
  64     CIBC   KMart - Carroll, IA                             715 West US Highway 30
  65     CIBC   Hart Plaza                                      360 Oxford Valley Road
  66     CIBC   6600 Walmore Road                               6600 Walmore Road
  67     CIBC   Bi-Lo Supermarket - Pageland, SC                501 South Pearl Street
  68    JPMCB   OfficeMax Savannah                              25 Janet Drive
  69    JPMCB   1000 South Sherman Street                       1000 South Sherman Street
  70     PNC    Shoppes at Absecon                              720-728 White Horse Pike
  71     CIBC   Windsor Lodge Apartments                        34800 Lake Shore Boulevard
  72     PNC    West End Lofts                                  109 North 3rd Street
  73     PNC    Comfort Inn - Corning                           66 West Pulteney Street
  74     PNC    Allen Crossing Apartments                       12220 SW Allen Boulevard
  75     PNC    Tri State Business Park                         2 Nealy Boulevard
  76     PNC    Mission Plaza Shopping Center                   3600 & 3610 Nogalitos Street
  77     PNC    Jesse Place Shopping Center                     3880 NW Urbandale Avenue
  78    JPMCB   1020/1040 West Industrial                       1020-1040 West Industial Avenue
  79     CIBC   Wards and Fort Avenue                           5500-5508 Fort Avenue
  80     PNC    Kirby Gate                                      2801 Kirby Parkway


                                                                           NUMBER OF  PROPERTY        PROPERTY
LOAN #  CITY                 STATE(1)  ZIP CODE(1)  COUNTY                PROPERTIES  TYPE            SUBTYPE
----------------------------------------------------------------------------------------------------------------------------

  1     Corona                   CA        92883    Riverside                  1      Retail          Anchored
  2     Orange                   CA        92868    Orange                     1      Retail          Anchored
  3     Various               Various     Various   Various                    2      Hotel           Full Service
 3.01   Tucson                   AZ        85718    Pima                       1      Hotel           Full Service
 3.02   Hilton Head              SC        29928    Beaufort                   1      Hotel           Full Service
  4     Boston                   MA        02111    Suffolk                    1      Office          Medical
  5     Las Vegas                NV        89135    Clark                      1      Office          Suburban
  6     Seattle                  WA        98119    King                       1      Office          CBD
  7     Royersford               PA        19468    Montgomery                 1      Retail          Anchored
  8     Philadelphia             PA        19107    Philadelphia               1      Hotel           Full Service
  9     Various                  WI       Various   Various                    6      Office          Medical
 9.01   Plymouth                 WI        53073    Sheboygan                  1      Office          Medical
 9.02   Waterford                WI        53185    Racine                     1      Office          Medical
 9.03   Wautoma                  WI        54982    Waushara                   1      Office          Medical
 9.04   Kiel                     WI        53042    Manitowoc                  1      Office          Medical
 9.05   Green Bay                WI        54313    Brown                      1      Office          Medical
 9.06   Greenville               WI        54942    Outagamie                  1      Office          Medical
  10    Bethesda                 MD        20817    Montgomery                 1      Office          Suburban
  11    Various                  WI       Various   Various                    4      Hotel           Various
11.01   Madison                  WI        53717    Dane                       1      Hotel           Full Service
11.02   Milwaukee                WI        53221    Milwaukee                  1      Hotel           Limited Service
11.03   Grand Chute              WI        54914    Outagamie                  1      Hotel           Limited Service
11.04   Fond du Lac              WI        54937    Fond du Lac                1      Hotel           Limited Service
  12    Washington               DC        20036    District of Colombia       1      Office          CBD
  13    Various                  WI       Various   Various                    5      Hotel           Various
13.01   Oak Creek                WI        53154    Milwaukee                  1      Hotel           Limited Service
13.02   Fond Du Lac              WI        54937    Fond du Lac                1      Hotel           Full Service
13.03   Madison                  WI        53717    Dane                       1      Hotel           Limited Service
13.04   Madison                  WI        53717    Dane                       1      Hotel           Limited Service
13.05   Oshkosh                  WI        54904    Winnebago                  1      Hotel           Limited Service
  14    Norcross                 GA        30092    Gwinnett                   2      Office          Suburban
14.01   Norcross                 GA        30092    Gwinnett                   1      Office          Suburban
14.02   Norcross                 GA        30092    Gwinnett                   1      Office          Suburban
  15    Various               Various     Various   Various                   20      Various         Various
15.01   Des Moines               IA        50311    Polk                       1      Mixed Use       Multifamily/Retail
15.02   Grimes                   IA        50111    Polk                       1      Retail          Anchored
15.03   Waukee                   IA        50263    Dallas                     1      Retail          Anchored
15.04   Pleasant Hill            IA        50327    Polk                       1      Retail          Anchored
15.05   Waukee                   IA        50263    Dallas                     1      Office          Medical
15.06   Des Moines               IA        50317    Polk                       1      Industrial      Warehouse/Distribution
15.07   Salt Lake City           UT        84119    Salt Lake                  1      Industrial      Flex
15.08   Lincoln                  NE        68528    Lancaster                  1      Industrial      Warehouse/Distribution
15.09   Urbandale                IA        50322    Polk                       1      Industrial      Flex
15.10   Muscatine                IA        52761    Muscatine                  1      Retail          Unanchored
15.11   Pleasant Hill            IA        50327    Polk                       1      Retail          Unanchored
15.12   Clive                    IA        50325    Polk                       1      Retail          Anchored
15.13   Des Moines               IA        50313    Polk                       1      Industrial      Flex
15.14   Des Moines               IA        50313    Polk                       1      Industrial      Flex
15.15   Ames                     IA        50010    Story                      1      Retail          Unanchored
15.16   Des Moines               IA        50313    Polk                       1      Industrial      Warehouse/Distribution
15.17   Urbandale                IA        50322    Polk                       1      Retail          Unanchored
15.18   Des Moines               IA        50315    Polk                       1      Retail          Anchored
15.19   Des Moines               IA        50311    Polk                       1      Multifamily     Low Rise
15.20   Council Bluffs           IA        51501    Pottawattamie              1      Retail          Unanchored
  16    Baton Rouge              LA        70801    East Baton Rouge           1      Office          CBD
  17    Whippany                 NJ        07981    Morris                     1      Office          Suburban
  18    Beaverton                OR        97006    Washington                 1      Mixed Use       Industrial/Office
  19    Lanham                   MD        20706    Prince Georges             1      Retail          Anchored
  20    Grand Prairie            TX        75052    Tarrant                    1      Multifamily     Garden
  21    Rio Grande               NJ        08242    Cape May                   1      Retail          Anchored
  22    Cleveland                OH       Various   Cuyahoga                   4      Parking Garage  Parking Garage
22.01   Cleveland                OH        44115    Cuyahoga                   1      Parking Garage  Parking Garage
22.02   Cleveland                OH        44115    Cuyahoga                   1      Parking Garage  Parking Garage
22.03   Cleveland                OH        44113    Cuyahoga                   1      Parking Garage  Parking Garage
22.04   Cleveland                OH        44113    Cuyahoga                   1      Parking Garage  Parking Garage
  23    Dallas                   TX        75207    Dallas                     1      Retail          Unanchored
  24    Orlando                  FL        32822    Orange                     1      Multifamily     Garden
  25    Austin                   TX        78731    Travis                     1      Multifamily     Garden
  26    Forest Hills             NY        11375    Queens                     1      Retail          Unanchored
  28    Various               Various     Various   Various                    3      Retail          Various
28.01   Washington               DC        20004    District of Columbia       1      Retail          Unanchored
28.02   Washington               DC        20012    District of Columbia       1      Retail          Anchored
28.03   Alexandria               VA        22314    Alexandria City            1      Retail          Unanchored
  29    Montgomery               AL       Various   Montgomery                 2      Self Storage    Self Storage
29.01   Montgomery               AL        36116    Montgomery                 1      Self Storage    Self Storage
29.02   Montgomery               AL        36117    Montgomery                 1      Self Storage    Self Storage
  30    Douglassville            PA        19518    Berks                      1      Industrial      Warehouse/Distribution
  31    Lake City                FL        32024    Columbia                   1      Hotel           Limited Service
  32    Waldorf                  MD        20602    Charles                    1      Mixed Use       Office/Warehouse
  33    Columbus                 OH        43235    Franklin                   1      Office          Suburban
  34    Boone                    NC        28607    Watauga                    1      Hotel           Limited Service
  35    Waldorf                  MD        20603    Charles                    1      Hotel           Limited Service
  36    San Diego                CA        92101    San Diego                  1      Retail          Anchored
  37    Brunswick                GA        31525    Glynn                      1      Hotel           Limited Service
  38    Missoula                 MT        59801    Missoula                   1      Retail          Anchored
  39    Auburn                   AL        36832    Lee                        1      Hotel           Limited Service
  40    Inver Grove Heights      MN        55076    Dakota                     1      Hotel           Limited Service
  41    St. Louis                MO        63136    St. Louis                  1      Multifamily     Garden
  42    Princeton                WV        24740    Mercer                     1      Retail          Anchored
  43    Kansas City              MO        64108    Jackson                    1      Hotel           Extended Stay
  44    Solvang                  CA        93463    Santa Barbara              1      Retail          Anchored
  45    Elyria                   OH        44035    Lorain                     1      Industrial      Warehouse/Distribution
  46    Oshkosh                  WI        54902    Winnebago                  1      Retail          Unanchored
  47    Canton                   OH        44706    Stark                      1      Industrial      Warehouse/Distribution
  48    Camden                   NJ        08104    Camden                     1      Mixed Use       Office/Warehouse
  49    Springfield              OR        97477    Lane                       1      Retail          Shadow Anchored
  50    New Rochelle             NY        10801    Westchester                1      Multifamily     Mid/High Rise
  51    Orchard Park             NY        14127    Erie                       1      Retail          Unanchored
  52    Clermont                 FL        34711    Lake                       1      Retail          Unanchored
  53    Blue Springs             MO        64014    Jackson                    1      Office          Suburban
  54    Phoenix                  AZ        85021    Maricopa                   1      Self Storage    Self Storage
  55    Northborough             MA        01532    Worcester                  1      Self Storage    Self Storage
  56    Huntsville               AL        35811    Madison                    1      Industrial      Warehouse/Distribution
  57    Madison                  TN        37115    Davidson                   1      Retail          Anchored
  58    Santa Fe                 NM        87501    Santa Fe                   1      Office          Suburban
  59    St. Louis                MO        63103    St. Louis                  1      Multifamily     Mid/High Rise
  60    South Bend               IN        46615    St. Joseph                 1      Multifamily     Garden
  61    Fort Worth               TX        76133    Tarrant                    1      Self Storage    Self Storage
  62    New Port Richey          FL        34652    Pasco                      1      Office          Suburban
  63    Philadelphia             PA        19134    Philadelphia               1      Industrial      Warehouse/Distribution
  64    Carroll                  IA        51401    Carroll                    1      Retail          Anchored
  65    Langhorne                PA        19047    Bucks                      1      Retail          Unanchored
  66    Niagara Falls            NY        14304    Niagara                    1      Mixed Use       Industrial/Office
  67    Pageland                 SC        29728    Chesterfield               1      Retail          Anchored
  68    Savannah                 GA        31405    Chatham                    1      Retail          Anchored
  69    Clinton                  IL        61727    DeWitt                     1      Industrial      Warehouse/Distribution
  70    Absecon                  NJ        08201    Atlantic                   1      Retail          Unanchored
  71    Eastlake                 OH        44095    Lake                       1      Multifamily     Garden
  72    Fort Smith               AR        72901    Sebastian                  1      Multifamily     Garden
  73    Corning                  NY        14830    Steuben                    1      Hotel           Limited Service
  74    Beaverton                OR        97005    Washington                 1      Multifamily     Garden
  75    Marcus Hook              PA        19061    Delaware                   1      Industrial      Warehouse/Distribution
  76    San Antonio              TX        78211    Bexar                      1      Retail          Unanchored
  77    Urbandale                IA        50322    Polk                       1      Retail          Unanchored
  78    Boynton Beach            FL        33426    Palm Beach                 1      Industrial      Warehouse/Distribution
  79    Lynchburg                VA        24502    Lynchburg City             1      Retail          Anchored
  80    Memphis                  TN        38119    Shelby                     1      Retail          Shadow Anchored


                       YEAR                    UNIT OF                                OCCUPANCY      APPRAISED     APPRAISAL
LOAN #  YEAR BUILT  RENOVATED  UNITS(2),(3)    MEASURE    OCCUPANCY %(2),(3),(4),(6)     DATE    VALUE ($)(5),(6)    DATE(5)
----------------------------------------------------------------------------------------------------------------------------

  1        2006                     351,179  Square Feet             95.5              04/01/08     169,700,000     04/01/08
  2        1998                     698,657  Square Feet             95.7              03/31/08     322,100,000     07/05/07
  3       Various    Various            899     Rooms                68.1              02/29/08     303,800,000     10/26/07
 3.01      1986        2007             487     Rooms                72.0              02/29/08     190,200,000     10/26/07
 3.02      1985        2006             412     Rooms                63.5              02/29/08     113,600,000     10/26/07
  4        1924        1983          97,559  Square Feet            100.0              12/31/07      55,400,000     08/28/07
  5        2007                     138,558  Square Feet            100.0              04/01/08      70,000,000     11/01/07
  6        2008                     137,201  Square Feet            100.0              04/01/08      59,600,000     01/01/08
  7        2006                     196,420  Square Feet             99.3              11/02/07      51,500,000     02/01/08
  8        2000                         279     Rooms                86.1              02/29/08      52,000,000     09/19/07
  9       Various                   152,980  Square Feet            100.0              12/20/07      41,990,000     12/03/07
 9.01      2007                      85,028  Square Feet            100.0              12/20/07      23,750,000     12/03/07
 9.02      2006                      23,656  Square Feet            100.0              12/20/07       6,440,000     12/03/07
 9.03      2007                      21,048  Square Feet            100.0              12/20/07       5,550,000     12/03/07
 9.04      2004                       9,842  Square Feet            100.0              12/20/07       2,600,000     12/03/07
 9.05      2007                       9,318  Square Feet            100.0              12/20/07       2,540,000     12/03/07
 9.06      2005                       4,088  Square Feet            100.0              12/20/07       1,110,000     12/03/07
  10       1989                     273,566  Square Feet             98.0              03/31/08      89,500,000     11/28/07
  11      Various    Various            480     Rooms                68.9              02/29/08      39,200,000     12/01/07
11.01      2000                         157     Rooms                69.1              02/29/08      14,900,000     12/01/07
11.02      2005                         115     Rooms                74.0              02/29/08      12,300,000     12/01/07
11.03      1989        2006             130     Rooms                67.8              02/29/08       8,600,000     12/01/07
11.04      1989                          78     Rooms                63.1              02/29/08       3,400,000     12/01/07
  12       1929        1998         124,368  Square Feet            100.0              10/01/07      35,400,000     08/03/07
  13      Various    Various            571     Rooms                68.3              02/29/08      36,800,000     12/01/07
13.01      1999                         139     Rooms                71.6              02/29/08       9,300,000     12/01/07
13.02      1974        1987             139     Rooms                59.9              02/29/08       8,300,000     12/01/07
13.03      1989                         129     Rooms                69.1              02/29/08       6,900,000     12/01/07
13.04      1994        2006              95     Rooms                71.3              02/29/08       6,900,000     12/01/07
13.05      1997                          69     Rooms                73.1              02/29/08       5,400,000     12/01/07
  14      Various                   252,759  Square Feet             91.8              03/01/08      34,200,000     07/25/07
14.01      1996                     166,522  Square Feet             87.6              03/01/08      22,500,000     07/25/07
14.02      2000                      86,237  Square Feet            100.0              03/01/08      11,700,000     07/25/07
  15      Various    Various        321,560  Square Feet             96.2              12/03/07      31,685,000      Various
15.01      1920        2006          21,012  Square Feet             94.4              12/03/07       5,750,000     10/18/07
15.02      2001        2004          13,508  Square Feet             84.5              12/03/07       2,900,000     10/17/07
15.03      2003                      28,840  Square Feet             91.0              12/03/07       2,700,000     10/17/07
15.04      2000                      27,400  Square Feet             85.4              12/03/07       3,600,000     10/19/07
15.05      2001                       8,638  Square Feet            100.0              12/03/07       1,825,000     10/17/07
15.06      1953        2003          50,713  Square Feet            100.0              12/03/07       1,700,000     10/16/07
15.07      1973        2006          21,345  Square Feet            100.0              12/03/07       1,825,000     10/23/07
15.08      2006                       8,805  Square Feet            100.0              12/03/07       1,250,000     10/24/07
15.09      1997                      24,000  Square Feet            100.0              12/03/07       1,200,000     10/16/07
15.10      1986        2004          16,324  Square Feet             84.7              12/03/07       1,450,000     10/17/07
15.11      1987                      12,000  Square Feet            100.0              12/03/07         950,000     10/19/07
15.12      2004                       4,864  Square Feet            100.0              12/03/07       1,000,000     10/18/07
15.13      1961        2003          24,406  Square Feet            100.0              12/03/07       1,150,000     10/16/07
15.14      1978        1995          24,406  Square Feet            100.0              12/03/07         950,000     10/16/07
15.15      1946        2003           6,423  Square Feet            100.0              12/03/07         760,000     10/17/07
15.16      2000                      16,000  Square Feet            100.0              12/03/07         775,000     10/17/07
15.17      1961        1996           7,240  Square Feet            100.0              12/03/07         510,000     10/18/07
15.18      1989        2001           3,214  Square Feet            100.0              12/03/07         510,000     10/18/07
15.19      2005                           8     Units                88.0              12/03/07         700,000     11/14/07
15.20      1940                       2,422  Square Feet            100.0              12/03/07         180,000     10/23/07
  16       1968        2006         331,677  Square Feet             97.6              11/26/07      27,500,000     09/13/07
  17       1982        2006         172,329  Square Feet             93.7              12/19/07      28,800,000     10/24/07
  18       1987        2000         193,494  Square Feet             89.4              12/10/07      32,400,000     01/01/08
  19       1982        2007         111,320  Square Feet             91.2              03/10/08      28,000,000     10/13/07
  20       2006                         304     Units                93.8              10/10/07      24,500,000     09/27/07
  21       2006                      25,000  Square Feet             95.3              01/14/08      18,300,000     08/31/07
  22      Various    Various          1,272     Units               100.0              04/01/08      27,600,000     12/28/07
22.01      1994                         239     Units               100.0              04/01/08       9,800,000     12/28/07
22.02      1958                         418     Units               100.0              04/01/08       4,500,000     12/28/07
22.03      1937        1992             415     Units               100.0              04/01/08      10,500,000     12/28/07
22.04      1987                         200     Units               100.0              04/01/08       2,800,000     12/28/07
  23       1955        1996         136,539  Square Feet             91.3              11/08/07      19,500,000     10/30/07
  24       1980        1994             232     Units                96.1              12/13/07      13,750,000     09/26/07
  25       1978        1997             253     Units                97.2              02/22/08      16,000,000     11/07/07
  26       1931        1979          25,051  Square Feet            100.0              06/01/07      18,700,000     05/31/07
  28      Various    Various         35,815  Square Feet            100.0              12/14/07      15,700,000      Various
28.01      1890        1996          21,190  Square Feet            100.0              12/14/07       9,300,000     10/17/07
28.02      1998                      10,125  Square Feet            100.0              12/14/07       3,700,000     10/17/07
28.03      1885        2007           4,500  Square Feet            100.0              12/14/07       2,700,000     02/01/08
  29      Various                     1,617     Units                74.5              01/07/08      14,850,000      Various
29.01      2004                       1,189     Units                75.3              01/07/08      11,500,000     12/09/07
29.02      2005                         428     Units                72.2              01/07/08       3,350,000     12/04/07
  30       1968        1993         293,038  Square Feet            100.0              11/27/07      13,250,000     10/22/07
  31       2006                          89     Rooms                89.0              12/31/07      14,400,000     11/06/07
  32       1979                     129,406  Square Feet             97.5              02/01/08      11,300,000     08/07/07
  33       1985                     116,934  Square Feet             94.5              12/11/07       9,400,000     11/01/08
  34       1988        2007              96     Rooms                60.4              07/31/07      10,200,000     08/20/07
  35       2000                         100     Rooms                76.9              11/30/07      11,300,000     08/19/07
  36       1985        2008          18,056  Square Feet            100.0              04/01/08      11,050,000     01/01/08
  37       2005        2007              93     Rooms                71.9              12/31/07      10,900,000     10/25/07
  38       1972        2007          47,127  Square Feet            100.0              02/26/08       9,500,000     09/01/07
  39       1992        2007             104     Rooms                55.4              10/31/07       8,200,000     07/23/07
  40       1998        2006              90     Rooms                68.2              12/31/07       7,350,000     07/30/07
  41       1971        2006             229     Units                90.4              11/16/07       7,300,000     11/16/07
  42       1983        1998          94,541  Square Feet             97.7              01/31/08       7,800,000     05/21/07
  43       1988        2006              96     Rooms                71.7              11/30/07       7,400,000     10/09/07
  44       1966        1996          24,326  Square Feet             98.4              09/12/07       8,750,000     09/04/07
  45       1946        2007       1,056,000  Square Feet             88.4              01/01/08      11,000,000     07/30/07
  46       1970        2008          97,084  Square Feet             94.1              12/13/07       7,720,000     11/16/07
  47       1970        2002         291,558  Square Feet            100.0              01/18/08       7,500,000     08/14/07
  48       1967        2006         114,659  Square Feet            100.0              12/16/07       8,000,000     08/15/07
  49       2007                      18,900  Square Feet            100.0              12/31/07       7,660,000     12/01/07
  50       2001        2006              98     Units               100.0              03/19/08      28,200,000     02/11/08
  51       2007                      27,000  Square Feet            100.0              02/04/08       6,200,000     06/01/07
  52       2004                      25,244  Square Feet            100.0              12/31/07       6,600,000     10/02/07
  53       1998        2005          37,869  Square Feet            100.0              09/30/07       6,200,000     04/13/07
  54       1972        1989             619     Units                80.9              12/03/07       6,000,000     11/01/07
  55       2000                         588     Units                76.5              10/19/07       6,000,000     03/19/07
  56       2004        2005         223,500  Square Feet            100.0              11/26/07       7,150,000     11/01/07
  57       1965        2000         103,482  Square Feet            100.0              10/01/07       6,200,000     08/06/07
  58       1995        2008          20,605  Square Feet            100.0              01/30/08       6,000,000     11/09/07
  59       1915        2006              78     Units                94.1              11/14/07       5,600,000     11/16/07
  60       1951        1999             181     Units                93.4              02/25/08       5,410,000     05/02/07
  61       2006                         584     Units                74.1              01/25/08       6,050,000     09/18/07
  62       1960        2007          60,211  Square Feet             86.4              03/01/08       5,370,000     09/14/07
  63       1940        1951         450,782  Square Feet            100.0              02/01/08      10,200,000     12/20/07
  64       1991                      91,266  Square Feet            100.0              04/01/08       6,270,000     03/26/07
  65       1985        2007          24,825  Square Feet            100.0              01/10/08       6,350,000     10/10/07
  66       1941        2007         158,441  Square Feet            100.0              04/01/08       4,100,000     10/01/07
  67       2002                      35,914  Square Feet            100.0              04/01/08       4,350,000     04/24/07
  68       1997                      23,500  Square Feet            100.0              03/26/08       4,300,000     11/11/07
  69       1946        2006         616,206  Square Feet             81.5              01/01/08       4,900,000     07/26/07
  70       2007                       7,175  Square Feet            100.0              10/29/07       3,500,000     11/01/07
  71       1967        2006              80     Units                96.3              01/01/08       3,800,000     10/08/07
  72       2005                          34     Units               100.0              01/11/08       3,140,000     05/24/07
  73       1989        2007              62     Rooms                66.7              12/31/07       3,500,000     04/05/07
  74       1962        2005              54     Units                98.1              12/01/07       3,110,000     06/25/07
  75       2007                      26,250  Square Feet            100.0              10/17/07       3,000,000     06/27/07
  76       2006                      19,596  Square Feet            100.0              02/12/08       2,760,000     11/19/06
  77       2004        2006           9,902  Square Feet            100.0              03/01/08       2,900,000     04/11/07
  78       2004                      11,937  Square Feet            100.0              01/10/08       3,000,000     12/09/07
  79       1999                      11,500  Square Feet            100.0              03/14/08       2,725,000     11/09/07
  80       2006                       7,243  Square Feet            100.0              12/06/07       1,950,000     08/24/07


                                          ORIGINAL                         CURRENT                      LOAN       % OF
           CURRENT       ORIGINAL         BALANCE         CURRENT          BALANCE      % OF INITIAL    GROUP      LOAN
LOAN #  LTV %(6),(7)  BALANCE ($)(8)  PER UNIT ($)(7)  BALANCE ($)(8)  PER UNIT ($)(7)  POOL BALANCE   1 OR 2     GROUP 1
-------------------------------------------------------------------------------------------------------------------------

  1         73.8         125,200,000              357     125,200,000              357      10.7%         1        11.4%
  2         68.3         110,000,000              315     110,000,000              315       9.4%         1        10.0%
  3         68.8         104,000,000          232,481     104,000,000          232,481       8.9%         1         9.4%
 3.01                     74,392,344          306,982      74,392,344          306,982
 3.02                     29,607,656          144,417      29,607,656          144,417
  4         79.3          43,920,000              450      43,920,000              450       3.8%         1         4.0%
  5         60.4          42,250,000              305      42,250,000              305       3.6%         1         3.8%
  6         70.5          42,000,000              306      42,000,000              306       3.6%         1         3.8%
  7         75.4          38,812,000              198      38,812,000              198       3.3%         1         3.5%
  8         73.1          38,000,000          136,201      38,000,000          136,201       3.3%         1         3.5%
  9         76.9          32,300,000              211      32,300,000              211       2.8%         1         2.9%
 9.01                     18,269,231              215      18,269,231              215
 9.02                      4,953,846              209       4,953,846              209
 9.03                      4,269,231              203       4,269,231              203
 9.04                      2,000,000              203       2,000,000              203
 9.05                      1,953,846              210       1,953,846              210
 9.06                        853,846              209         853,846              209
  10        34.6          31,000,000              113      31,000,000              113       2.7%         1         2.8%
  11        70.8          27,826,000           57,971      27,759,716           57,833       2.4%         1         2.5%
11.01                     10,679,000           68,019      10,653,562           67,857
11.02                      8,916,000           77,530       8,894,761           77,346
11.03                      6,173,000           47,485       6,158,295           47,372
11.04                      2,058,000           26,385       2,053,098           26,322
  12        78.0          27,620,000              222      27,620,000              222       2.4%         1         2.5%
  13        72.8          26,847,000           47,018      26,783,048           46,906       2.3%         1         2.4%
13.01                      7,055,000           50,755       7,038,194           50,634
13.02                      5,879,000           42,295       5,864,996           42,194
13.03                      5,095,000           39,496       5,082,863           39,402
13.04                      4,899,000           51,568       4,887,330           51,446
13.05                      3,919,000           56,797       3,909,665           56,662
  14        75.7          25,900,000              102      25,900,000              102       2.2%         1         2.4%
14.01                     17,039,474              102      17,039,474              102
14.02                      8,860,526              103       8,860,526              103
  15        79.1          25,075,000               78      25,075,000               78       2.2%         1         2.3%
15.01                      5,035,000              240       5,035,000              240
15.02                      2,060,000              153       2,060,000              153
15.03                      1,960,000               68       1,960,000               68
15.04                      1,835,000               67       1,835,000               67
15.05                      1,625,000              188       1,625,000              188
15.06                      1,335,000               26       1,335,000               26
15.07                      1,310,000               61       1,310,000               61
15.08                      1,210,000              137       1,210,000              137
15.09                      1,190,000               50       1,190,000               50
15.10                      1,080,000               66       1,080,000               66
15.11                        900,000               75         900,000               75
15.12                        865,000              178         865,000              178
15.13                        845,000               35         845,000               35
15.14                        840,000               34         840,000               34
15.15                        680,000              106         680,000              106
15.16                        670,000               42         670,000               42
15.17                        605,000               84         605,000               84
15.18                        430,000              134         430,000              134
15.19                        405,000           50,625         405,000           50,625
15.20                        195,000               81         195,000               81
  16        78.2          21,500,000               65      21,500,000               65       1.8%         1         2.0%
  17        74.0          21,300,000              124      21,300,000              124       1.8%         1         1.9%
  18        59.8          19,380,000              100      19,380,000              100       1.7%         1         1.8%
  19        58.9          16,500,000              148      16,500,000              148       1.4%         1         1.5%
  20        65.3          16,000,000           52,632      16,000,000           52,632       1.4%         2
  21        79.8          14,600,000              584      14,600,000              584       1.3%         1         1.3%
  22        50.7          14,000,000           11,006      14,000,000           11,006       1.2%         1         1.3%
22.01                      5,900,000           24,686       5,900,000           24,686
22.02                      3,550,000            8,493       3,550,000            8,493
22.03                      2,850,000            6,867       2,850,000            6,867
22.04                      1,700,000            8,500       1,700,000            8,500
  23        71.1          13,860,043              102      13,860,043              102       1.2%         1         1.3%
  24        83.3          11,500,000           49,569      11,447,509           49,343       1.0%         2
  25        71.1          11,375,000           44,960      11,375,000           44,960       1.0%         2
  26        58.8          11,000,000              439      11,000,000              439       0.9%         1         1.0%
  28        65.3          10,284,000              287      10,251,304              286       0.9%         1         0.9%
28.01                      5,727,000              270       5,708,792              269
28.02                      2,667,000              263       2,658,521              263
28.03                      1,890,000              420       1,883,991              419
  29        69.0          10,250,000            6,339      10,250,000            6,339       0.9%         1         0.9%
29.01                      7,937,710            6,676       7,937,710            6,676
29.02                      2,312,290            5,403       2,312,290            5,403
  30        70.7           9,400,000               32       9,369,473               32       0.8%         1         0.9%
  31        62.3           9,000,000          101,124       8,974,189          100,834       0.8%         1         0.8%
  32        72.1           8,150,000               63       8,150,000               63       0.7%         1         0.7%
  33        79.3           7,450,000               64       7,450,000               64       0.6%         1         0.7%
  34        70.7           7,250,000           75,521       7,215,693           75,163       0.6%         1         0.7%
  35        58.5           6,650,000           66,500       6,609,508           66,095       0.6%         1         0.6%
  36        59.3           6,548,000              363       6,548,000              363       0.6%         1         0.6%
  37        57.1           6,250,000           67,204       6,227,887           66,967       0.5%         1         0.6%
  38        65.3           6,200,000              132       6,200,000              132       0.5%         1         0.6%
  39        74.6           6,150,000           59,135       6,116,070           58,808       0.5%         1         0.6%
  40        79.4           5,875,000           65,278       5,836,160           64,846       0.5%         1         0.5%
  41        77.5           5,675,000           24,782       5,657,137           24,704       0.5%         2
  42        71.4           5,595,000               59       5,565,469               59       0.5%         1         0.5%
  43        74.3           5,500,000           57,292       5,500,000           57,292       0.5%         1         0.5%
  44        62.7           5,514,000              227       5,485,826              226       0.5%         1         0.5%
  45        49.5           5,500,000                5       5,442,791                5       0.5%         1         0.5%
  46        69.7           5,400,000               56       5,382,230               55       0.5%         1         0.5%
  47        69.3           5,200,000               18       5,200,000               18       0.4%         1         0.5%
  48        64.8           5,200,000               45       5,186,645               45       0.4%         1         0.5%
  49        66.6           5,100,000              270       5,100,000              270       0.4%         1         0.5%
  50        17.7           5,000,000           51,020       4,990,400           50,922       0.4%         2
  51        79.5           4,950,000              183       4,927,283              182       0.4%         1         0.4%
  52        73.9           4,900,000              194       4,876,036              193       0.4%         1         0.4%
  53        76.9           4,800,000              127       4,770,666              126       0.4%         1         0.4%
  54        78.0           4,680,000            7,561       4,680,000            7,561       0.4%         1         0.4%
  55        74.4           4,500,000            7,653       4,464,716            7,593       0.4%         1         0.4%
  56        62.1           4,500,000               20       4,441,215               20       0.4%         1         0.4%
  57        69.7           4,340,000               42       4,319,310               42       0.4%         1         0.4%
  58        70.4           4,230,000              205       4,224,266              205       0.4%         1         0.4%
  59        74.8           4,200,000           53,846       4,186,779           53,677       0.4%         2
  60        76.7           4,150,000           22,928       4,150,000           22,928       0.4%         2
  61        68.3           4,150,000            7,106       4,133,098            7,077       0.4%         1         0.4%
  62        76.6           4,135,000               69       4,114,509               68       0.4%         1         0.4%
  63        39.2           4,000,000                9       3,996,314                9       0.3%         1         0.4%
  64        60.9           3,845,000               42       3,821,018               42       0.3%         1         0.3%
  65        59.7           3,800,000              153       3,788,383              153       0.3%         1         0.3%
  66        78.2           3,230,000               20       3,205,645               20       0.3%         1         0.3%
  67        73.0           3,175,000               88       3,175,000               88       0.3%         1         0.3%
  68        71.9           3,100,000              132       3,090,287              132       0.3%         1         0.3%
  69        62.6           3,100,000                5       3,067,755                5       0.3%         1         0.3%
  70        79.6           2,800,000              390       2,787,206              388       0.2%         1         0.3%
  71        68.7           2,625,000           32,813       2,611,820           32,648       0.2%         2
  72        78.1           2,452,000           72,118       2,452,000           72,118       0.2%         2
  73        63.5           2,250,000           36,290       2,222,239           35,843       0.2%         1         0.2%
  74        70.9           2,205,000           40,833       2,205,000           40,833       0.2%         2
  75        72.6           2,178,000               83       2,178,000               83       0.2%         1         0.2%
  76        77.1           2,128,000              109       2,128,000              109       0.2%         1         0.2%
  77        71.0           2,060,000              208       2,060,000              208       0.2%         1         0.2%
  78        68.2           2,050,000              172       2,045,001              171       0.2%         1         0.2%
  79        74.8           2,043,750              178       2,039,132              177       0.2%         1         0.2%
  80        73.9           1,445,000              200       1,441,259              199       0.1%         1         0.1%


          % OF                                                 NET
          LOAN   CROSSED    RELATED    INTEREST    ADMIN.   MORTGAGE                      MONTHLY DEBT
LOAN #  GROUP 2    LOAN   BORROWER(9)    RATE %  FEE %(10)    RATE %  ACCRUAL TYPE  SERVICE ($)(11),(12),(13)
-------------------------------------------------------------------------------------------------------------

  1                                     6.36800   0.04154    6.32646   Actual/360          780,512.00
  2                                     6.25150   0.02154    6.22996   Actual/360          677,396.24
  3                                     6.85900   0.03154    6.82746   Actual/360          682,094.47
 3.01
 3.02
  4                            1        6.00000   0.06154    5.93846   Actual/360          222,650.00
  5                                     6.52150   0.04154    6.47996   Actual/360          267,646.41
  6                                     6.01000   0.04154    5.96846   Actual/360          213,271.53
  7                                     6.68000   0.06154    6.61846   Actual/360          249,930.61
  8                                     7.27000   0.04154    7.22846   Actual/360          259,742.67
  9                            1        6.46000   0.06154    6.39846   Actual/360          203,309.03
 9.01
 9.02
 9.03
 9.04
 9.05
 9.06
  10                                    6.18900   0.04154    6.14746   Actual/360          162,103.09
  11                           2        7.19400   0.04154    7.15246   Actual/360          188,766.60
11.01
11.02
11.03
11.04
  12                                    6.37010   0.04154    6.32856   Actual/360          172,224.36
  13                           2        7.19400   0.04154    7.15246   Actual/360          182,125.24
13.01
13.02
13.03
13.04
13.05
  14                                    6.45000   0.06154    6.38846   Actual/360          162,854.89
14.01
14.02
  15                                    6.97600   0.04154    6.93446   Actual/360          166,420.63
15.01
15.02
15.03
15.04
15.05
15.06
15.07
15.08
15.09
15.10
15.11
15.12
15.13
15.14
15.15
15.16
15.17
15.18
15.19
15.20
  16                                    6.58540   0.04154    6.54386   Actual/360          137,104.38
  17                                    6.97100   0.04154    6.92946   Actual/360          141,294.83
  18                           1        6.79000   0.06154    6.72846   Actual/360          126,214.04
  19                           3        7.37000   0.04154    7.32846   Actual/360          113,905.18
  20      24.6%                         6.00000   0.04154    5.95846   Actual/360           95,928.08
  21                                    6.55000   0.04154    6.50846   Actual/360           92,762.54
  22                                    8.00000   0.04154    7.95846   Actual/360          102,727.04
22.01
22.02
22.03
22.04
  23                                    7.22000   0.09154    7.12846   Actual/360           94,567.60
  24      17.6%                         7.03000   0.06154    6.96846   Actual/360           76,741.63
  25      17.5%                         6.60000   0.06154    6.53846   Actual/360           72,647.44
  26                                    6.91000   0.04154    6.86846   Actual/360           72,519.61
  28                                    6.90000   0.06154    6.83846   Actual/360           67,730.44
28.01
28.02
28.03
  29                                    6.48000   0.06154    6.41846   Actual/360           64,652.21
29.01
29.02
  30                                    6.80150   0.06154    6.73996   Actual/360           61,290.36
  31                                    7.37000   0.04154    7.32846   Actual/360           62,130.10
  32                                    7.06000   0.04154    7.01846   Actual/360           54,550.96
  33                                    7.01000   0.06154    6.94846   Actual/360           49,615.08
  34                                    6.86890   0.04154    6.82736   Actual/360           47,597.79
  35                                    6.34300   0.04154    6.30146   Actual/360           41,348.27
  36                                    6.81000   0.04154    6.76846   Actual/360           42,731.69
  37                                    7.25000   0.04154    7.20846   Actual/360           42,636.02
  38                                    6.12000   0.04154    6.07846   Actual/360           37,651.81
  39                                    6.78000   0.06154    6.71846   Actual/360           40,011.50
  40                                    6.64000   0.06154    6.57846   Actual/360           37,676.56
  41       8.7%                4        6.94600   0.08154    6.86446   Actual/360           37,550.33
  42                                    6.37000   0.06154    6.30846   Actual/360           34,887.23
  43                                    6.76000   0.06154    6.69846   Actual/360           35,709.46
  44                                    6.52000   0.04154    6.47846   Actual/360           34,924.79
  45                           5        6.46300   0.07154    6.39146   Actual/360           37,009.33
  46                                    6.74000   0.06154    6.67846   Actual/360           34,988.41
  47                                    6.67300   0.04154    6.63146   Actual/360           33,461.38
  48                                    6.81050   0.04154    6.76896   Actual/360           33,936.49
  49                                    5.84000   0.06154    5.77846   Actual/360           30,054.44
  50       7.7%                         5.78000   0.04154    5.73846   Actual/360           29,274.00
  51                                    6.10000   0.04154    6.05846   Actual/360           29,996.74
  52                                    6.72000   0.04154    6.67846   Actual/360           31,683.65
  53                                    6.99000   0.06154    6.92846   Actual/360           31,902.29
  54                                    6.70550   0.04154    6.66396   Actual/360           30,216.09
  55                                    5.85000   0.06154    5.78846   Actual/360           26,547.34
  56                                    6.53450   0.09154    6.44296   Actual/360           39,285.23
  57                                    6.83550   0.04154    6.79396   Actual/360           28,396.26
  58                                    7.27000   0.06154    7.20846   Actual/360           28,913.46
  59       6.4%                4        6.94600   0.08154    6.86446   Actual/360           27,790.55
  60       6.4%                         6.64000   0.04154    6.59846   Actual/360           26,614.08
  61                                    6.64000   0.04154    6.59846   Actual/360           26,614.08
  62                                    6.66000   0.06154    6.59846   Actual/360           26,572.62
  63                                    8.70700   0.04154    8.66546   Actual/360           31,345.25
  64                                    6.90000   0.04154    6.85846   Actual/360           25,323.18
  65                                    7.08000   0.04154    7.03846   Actual/360           25,485.99
  66                                    6.52000   0.04154    6.47846   Actual/360           20,458.30
  67                                    6.68000   0.04154    6.63846   Actual/360           17,919.64
  68                                    6.96750   0.09154    6.87596   Actual/360           20,556.76
  69                           5        6.46300   0.07154    6.39146   Actual/360           20,859.81
  70                                    6.12000   0.06154    6.05846   Actual/360           17,004.04
  71       4.0%                         6.60000   0.04154    6.55846   Actual/360           16,764.79
  72       3.8%                         6.39000   0.06154    6.32846   Actual/360           15,321.35
  73                                    6.11000   0.06154    6.04846   Actual/360           14,648.45
  74       3.4%                         6.78000   0.06154    6.71846   Actual/360           14,345.59
  75                                    6.70000   0.06154    6.63846   Actual/360           14,054.15
  76                                    6.41000   0.06154    6.34846   Actual/360           13,324.70
  77                                    6.36000   0.06154    6.29846   Actual/360           12,831.52
  78                                    7.07550   0.04154    7.03396   Actual/360           13,742.81
  79                           3        7.46000   0.04154    7.41846   Actual/360           14,234.26
  80                                    6.77000   0.06154    6.70846   Actual/360            9,391.46



            ANNUAL DEBT                      FIRST                                                        PAYMENT   GRACE
LOAN #  SERVICE ($)(13),(14)  NOTE DATE  PAYMENT DATE  REM. TERM  REM. AMORT  I/O PERIOD(15)  SEASONING  DUE DATE  PERIOD
-------------------------------------------------------------------------------------------------------------------------

  1         9,366,144.00       07/12/07    09/01/07       111         360           60            9          1        5
  2         8,128,754.88       09/04/07    11/01/07        77         360           42            7          1        5
  3         8,185,133.64       12/05/07    02/01/08       116         360           36            4          1        5
 3.01
 3.02
  4         2,671,800.00       09/05/07    11/01/07        53          0            60            7          1        5
  5         3,211,756.92       11/01/07    12/01/07       114         360           60            6          1        8
  6         2,559,258.36       04/30/08    05/01/08       108          0           109            1          1        7
  7         2,999,167.32       11/20/07    01/01/08       115         360           24            5          1        5
  8         3,116,912.04       12/06/07    02/01/08       116         360           24            4          1        7
  9         2,439,708.36       12/21/07    02/01/08       116         360           60            4          1        5
 9.01
 9.02
 9.03
 9.04
 9.05
 9.06
  10        1,945,237.08       12/14/07    02/01/08       116          0           120            4          1        5
  11        2,265,199.20       02/01/08    03/01/08       117         357           0             3          1        6
11.01
11.02
11.03
11.04
  12        2,066,692.32       04/14/08    06/01/08       114         360           6             0          1        7
  13        2,185,502.88       02/01/08    03/01/08       117         357           0             3          1        6
13.01
13.02
13.03
13.04
13.05
  14        1,954,258.68       09/07/07    11/01/07       113         360           41            7          1        5
14.01
14.02
  15        1,997,047.56       12/07/07    02/01/08       116         360           12            4          1        5
15.01
15.02
15.03
15.04
15.05
15.06
15.07
15.08
15.09
15.10
15.11
15.12
15.13
15.14
15.15
15.16
15.17
15.18
15.19
15.20
  16        1,645,252.56       12/03/07    02/01/08       116         360           36            4          1        7
  17        1,695,537.96       12/27/07    02/01/08       116         360           48            4          1       10
  18        1,514,568.48       12/13/07    02/01/08       116         360           60            4          1        5
  19        1,366,862.16       04/29/08    06/01/08       120         360           0             0          1        7
  20        1,151,136.96       12/07/07    02/01/08       116         360           36            4          1        7
  21        1,113,150.48       10/25/07    12/01/07       114         360           36            6          1        7
  22        1,232,724.48       02/06/08    04/01/08       118         360           12            2          1        7
22.01
22.02
22.03
22.04
  23        1,134,811.20       04/14/08    06/01/08        56         356           0             0          1        0
  24         920,899.56        10/30/07    12/01/07        54         354           0             6          1        5
  25         871,769.28        02/28/08    04/01/08       118         360           60            2          1        5
  26         870,235.32        09/21/07    11/01/07       113         360           60            7          1        7
  28         812,765.28        12/26/07    02/01/08       116         356           0             4          1        5
28.01
28.02
28.03
  29         775,826.52        01/24/08    03/01/08       117         360           36            3          1        5
29.01
29.02
  30         735,484.32        12/12/07    02/01/08       116         356           0             4          1       10
  31         745,561.20        12/17/07    02/01/08       116         356           0             4          1        7
  32         654,611.52        09/21/07    11/01/07       113         360           24            7          1        7
  33         595,380.96        12/14/07    02/01/08        56         360           12            4          1       10
  34         571,173.48        10/04/07    12/01/07       114         354           0             6          1        7
  35         496,179.24        09/25/07    11/01/07       113         353           0             7          1        7
  36         512,780.28        04/30/08    06/01/08       121         360           0             0          1        7
  37         511,632.24        11/30/07    01/01/08       115         355           0             5          1        7
  38         451,821.72        04/30/08    06/01/08       116         360           24            0          1        7
  39         480,138.00        09/04/07    11/01/07       113         353           0             7          1        5
  40         452,118.72        08/28/07    10/01/07       112         352           0             8          1        5
  41         450,603.96        12/20/07    02/01/08       116         356           0             4          1        7
  42         418,646.76        10/19/07    12/01/07       114         354           0             6          1        5
  43         428,513.52        11/19/07    01/01/08       115         360           12            5          1        5
  44         419,097.48        10/02/07    12/01/07       114         354           0             6          1        7
  45         444,111.96        08/31/07    10/01/07       112         292           0             8          1        7
  46         419,860.92        12/21/07    02/01/08       116         356           0             4          1        5
  47         401,536.56        10/16/07    12/01/07       114         360           24            6          1        7
  48         407,237.88        01/07/08    03/01/08       117         357           0             3          1        7
  49         360,653.28        07/19/07    09/01/07       111         360           36            9          1        5
  50         351,288.00        02/16/08    04/01/08       166         358           0             2          1        7
  51         359,960.88        12/20/07    01/01/08       115         355           0             5          1        7
  52         380,203.80        11/01/07    12/01/07       114         354           0             6          1        7
  53         382,827.48        08/08/07    10/01/07       112         352           0             8          1        5
  54         362,593.08        12/06/07    02/01/08       116         360           36            4          1        7
  55         318,568.08        08/10/07    10/01/07       112         352           0             8          1        5
  56         471,422.76        12/20/07    02/01/08       116         176           0             4          1        7
  57         340,755.12        10/03/07    12/01/07       114         354           0             6          1        7
  58         346,961.52        02/01/08    04/01/08       118         358           0             2          1        5
  59         333,486.60        12/20/07    02/01/08       116         356           0             4          1        7
  60         319,368.96        08/10/07    10/01/07       112         360           24            8          1        7
  61         319,368.96        11/30/07    01/01/08       115         355           0             5          1        7
  62         318,871.44        10/10/07    12/01/07       114         354           0             6          1        5
  63         376,143.00        02/29/08    04/01/08        58         358           0             2          1       10
  64         303,878.16        08/23/07    10/01/07       112         352           0             8          1        7
  65         305,831.88        12/12/07    02/01/08       116         356           0             4          1        7
  66         245,499.60        07/19/07    09/01/07       111         351           0             9          1        7
  67         215,035.68        08/03/07    10/01/07       112          0           120            8          1        7
  68         246,681.12        12/28/07    02/01/08       116         356           0             4          1        7
  69         250,317.72        08/31/07    10/01/07       112         292           0             8          1        7
  70         204,048.48        11/15/07    01/01/08       115         355           0             5          1        5
  71         201,177.48        10/25/07    12/01/07       114         354           0             6          1        7
  72         183,856.20        10/31/07    01/01/08       115         360           36            5          1        5
  73         175,781.40        07/26/07    09/01/07       111         291           0             9          1        5
  74         172,147.08        11/16/07    01/01/08       115         360           12            5          1        5
  75         168,649.80        10/02/07    12/01/07       114         360           24            6          1        5
  76         159,896.40        08/09/07    10/01/07       112         360           24            8          1        5
  77         153,978.24        06/27/07    08/01/07       110         360           24           10          1        5
  78         164,913.72        01/29/08    03/01/08       117         357           0             3          1       10
  79         170,811.12        01/30/08    03/01/08       117         357           0             3          1        7
  80         112,697.52        01/04/08    03/01/08       117         357           0             3          1        5



                                   FINAL    MATURITY/ARD     MATURITY
LOAN #  MATURITY DATE  ARD LOAN  MAT DATE  BALANCE ($)(8)  LTV %(6),(7)
-----------------------------------------------------------------------

  1        08/01/17       No                  117,678,644      69.3
  2        10/01/14       No                  105,514,740      65.5
  3        01/01/18       No                   95,479,782      63.2
 3.01                                          68,297,738
 3.02                                          27,182,044
  4        10/01/12       No                   43,920,000      79.3
  5        11/01/17       No                   39,786,219      56.8
  6        05/01/17       No                   42,000,000      70.5
  7        12/01/17       No                   34,908,777      67.8
  8        01/01/18       No                   34,584,588      66.5
  9        01/01/18       No                   30,392,722      72.4
 9.01                                          17,190,453
 9.02                                           4,661,327
 9.03                                           4,017,138
 9.04                                           1,881,902
 9.05                                           1,838,474
 9.06                                             803,428
  10       01/01/18       No                   31,000,000      34.6
  11       02/01/18       No                   24,388,577      62.2
11.01                                           9,359,793
11.02                                           7,814,582
11.03                                           5,410,432
11.04                                           1,803,770
  12       11/01/17       No                   24,188,928      68.3
  13       02/01/18       No                   23,530,515      63.9
13.01                                           6,183,476
13.02                                           5,152,751
13.03                                           4,465,600
13.04                                           4,293,813
13.05                                           3,434,875
  14       10/01/17       No                   23,782,703      69.5
14.01                                          15,646,515
14.02                                           8,136,188
  15       01/01/18       No                   22,281,932      70.3
15.01                                           4,474,159
15.02                                           1,830,540
15.03                                           1,741,678
15.04                                           1,630,602
15.05                                           1,443,994
15.06                                           1,186,296
15.07                                           1,164,081
15.08                                           1,075,220
15.09                                           1,057,448
15.10                                             959,700
15.11                                             799,750
15.12                                             768,649
15.13                                             750,877
15.14                                             746,434
15.15                                             604,256
15.16                                             595,370
15.17                                             537,610
15.18                                             382,103
15.19                                             359,888
15.20                                             173,279
  16       01/01/18       No                   19,642,773      71.4
  17       01/01/18       No                   19,893,335      69.1
  18       01/01/18       No                   18,309,647      56.5
  19       05/01/18       No                   14,529,660      51.9
  20       01/01/18       No                   14,458,397      59.0
  21       11/01/17       No                   13,330,479      72.8
  22       03/01/18       No                   12,730,220      46.1
22.01                                           5,364,878
22.02                                           3,228,020
22.03                                           2,591,509
22.04                                           1,545,812
  23       01/01/13       No                   13,202,023      67.7
  24       11/01/12       No                   10,898,806      79.3
  25       03/01/18       No                   10,723,712      67.0
  26       10/01/17       No                   10,408,048      55.7
  28       01/01/18       No                    8,945,344      57.0
28.01                                           4,981,523
28.02                                           2,319,840
28.03                                           1,643,981
  29       02/01/18       No                    9,345,933      62.9
29.01                                           7,237,591
29.02                                           2,108,342
  30       01/01/18       No                    8,154,759      61.5
  31       01/01/18       No                    7,925,206      55.0
  32       10/01/17       No                    7,387,765      65.4
  33       01/01/13       No                    7,147,289      76.0
  34       11/01/17       No                    6,301,204      61.8
  35       10/01/17       No                    5,696,997      50.4
  36       06/01/18       No                    5,672,428      51.3
  37       12/01/17       No                    5,487,550      50.3
  38       01/01/18       No                    5,548,066      58.4
  39       10/01/17       No                    5,333,063      65.0
  40       09/01/17       No                    5,074,584      69.0
  41       01/01/18       No                    4,942,363      67.7
  42       11/01/17       No                    4,796,287      61.5
  43       12/01/17       No                    4,863,149      65.7
  44       11/01/17       No                    4,746,825      54.2
  45       09/01/17       No                    4,325,374      39.3
  46       01/01/18       No                    4,676,832      60.6
  47       11/01/17       No                    4,676,023      62.3
  48       02/01/18       No                    4,511,620      56.4
  49       08/01/17       No                    4,594,597      60.0
  50       03/01/22       No                    3,744,483      13.3
  51       12/01/17       No                    4,210,934      67.9
  52       11/01/17       No                    4,241,599      64.3
  53       09/01/17       No                    4,185,473      67.5
  54       01/01/18       No                    4,284,959      71.4
  55       09/01/17       No                    3,799,707      63.3
  56       01/01/18       No                    2,053,577      28.7
  57       11/01/17       No                    3,768,639      60.8
  58       03/01/18       No                    3,715,467      61.9
  59       01/01/18       No                    3,657,784      65.3
  60       09/01/17       No                    3,729,327      68.9
  61       12/01/17       No                    3,584,870      59.3
  62       11/01/17       No                    3,573,512      66.5
  63       03/01/13       No                    3,857,533      37.8
  64       09/01/17       No                    3,344,698      53.3
  65       01/01/18       No                    3,321,180      52.3
  66       08/01/17       No                    2,781,026      67.8
  67       09/01/17       No                    3,175,000      73.0
  68       01/01/18       No                    2,701,338      62.8
  69       09/01/17       No                    2,437,937      49.8
  70       12/01/17       No                    2,383,332      68.1
  71       11/01/17       No                    2,264,805      59.6
  72       12/01/17       No                    2,232,355      71.1
  73       08/01/17       No                    1,749,208      50.0
  74       12/01/17       No                    1,950,609      62.7
  75       11/01/17       No                    1,959,639      65.3
  76       09/01/17       No                    1,902,955      68.9
  77       07/01/17       No                    1,840,473      63.5
  78       02/01/18       No                    1,791,212      59.7
  79       02/01/18       No                    1,803,499      66.2
  80       02/01/18       No                    1,252,337      64.2



                             REMAINING
                             PREPAYMENT                                                      MOST RECENT  MOST RECENT
LOAN #             PROVISION (PAYMENTS)(16),(17)              2005 NOI ($)  2006 NOI ($)       NOI ($)      NOI DATE
---------------------------------------------------------------------------------------------------------------------

  1                      L(24),Def(83),O(4)                                                    6,297,273    12/31/07
  2                      L(24),Def(46),O(7)                     17,941,587    17,744,711      19,589,705    12/31/07
  3                      L(24),Def(88),O(4)                     19,394,423    20,984,414      20,912,139    12/31/07
 3.01                                                           12,590,326    14,342,041      14,975,843    12/31/07
 3.02                                                            6,804,097     6,642,373       5,936,296    12/31/07
  4                      L(24),Def(26),O(3)                                                    3,689,877    11/30/07
  5                      L(24),Def(86),O(4)
  6                      L(24),Def(80),O(4)
  7                      L(31),Def(81),O(3)                                                    1,698,131    09/20/07
  8                      L(24),Def(90),O(2)                      2,794,933     4,034,794       4,716,580    12/31/07
  9                      L(24),Def(89),O(3)
 9.01
 9.02
 9.03
 9.04
 9.05
 9.06
  10                     L(24),Def(88),O(4)                      6,230,925     6,997,931       8,547,912    12/31/07
  11                     L(24),Def(89),O(4)                      1,978,648     2,945,715       3,304,029    12/31/07
11.01                                                            1,070,316     1,331,977       1,279,793    12/31/07
11.02                                                              116,984       791,495         983,492    12/31/07
11.03                                                              734,759       802,332         799,165    12/31/07
11.04                                                               56,589        19,911         241,579    12/31/07
  12                     L(24),Def(86),O(4)                      2,155,071     1,698,403       1,210,053    09/30/07
  13                     L(24),Def(89),O(4)                      2,697,476     3,215,893       3,184,868    12/31/07
13.01                                                              825,604       919,846         911,017    12/31/07
13.02                                                              523,371       686,801         686,962    12/31/07
13.03                                                              491,815       620,257         537,747    12/31/07
13.04                                                              472,026       548,413         594,666    12/31/07
13.05                                                              384,659       440,576         454,477    12/31/07
  14                     L(29),Def(81),O(3)                                    2,372,308       2,690,871    10/31/07
14.01
14.02
  15                     L(24),Def(88),O(4)                      1,700,794     2,342,513       2,478,882     Various
15.01                                                               37,361       278,816         321,490    09/30/07
15.02                                                              172,136       271,921         294,208    09/30/07
15.03                                                              148,774       206,423         208,247    09/30/07
15.04                                                              270,613       344,047         298,993    09/30/07
15.05                                                               65,465       142,917         147,904    09/30/07
15.06                                                              148,201       152,076         148,667    09/30/07
15.07                                                               60,073       104,350         141,641    12/31/07
15.08                                                                 -980        -9,430          90,874    09/30/07
15.09                                                              125,140       125,362         112,178    09/30/07
15.10                                                              129,654       115,504         123,963    09/30/07
15.11                                                               91,193        88,687          86,741    09/30/07
15.12                                                               12,203        67,335          66,223    09/30/07
15.13                                                               92,365        93,583          92,789    09/30/07
15.14                                                               78,897        84,698          81,987    09/30/07
15.15                                                               49,486        53,325          61,103    09/30/07
15.16                                                               68,057        49,165          42,803    09/30/07
15.17                                                               72,279        55,073          32,965    12/31/07
15.18                                                               44,401        45,345          42,506    09/30/07
15.19                                                               20,821        56,238          65,221    09/30/07
15.20                                                               14,655        17,078          18,379    09/30/07
  16                     L(24),Def(88),O(4)
  17                     L(24),Def(88),O(4)                      1,851,948     1,614,740       1,917,074    09/30/07
  18                     L(24),Def(89),O(3)                                      807,154         728,450    10/31/07
  19                     L(24),Def(94),O(2)                                                    1,420,542    12/31/07
  20                     L(24),Def(90),O(2)                                                      711,275    09/30/07
  21                     L(24),Def(86),O(4)
  22                     L(24),Def(90),O(4)                                                    1,492,479    12/31/07
22.01                                                                                            651,386    12/31/07
22.02                                                                                            290,599    12/31/07
22.03                                                                                            302,279    12/31/07
22.04                                                                                            248,216    12/31/07
  23                     L(24),Def(28),O(4)                        475,566       889,527       1,461,810    12/31/07
  24              L(17),3%(12),2%(12),1%(10),O(3)                  957,041     1,008,503       1,059,402    11/30/07
  25                 L(45),Grtr1%orYM(70),O(3)                     981,304     1,010,771       1,201,106    12/31/07
  26    L(24),Def(28),5%(12),4%(12),3%(12),2%(12),1%(9),O(4)       851,798       937,928         990,912    12/31/07
  28                     L(24),Def(89),O(3)                        693,099       795,128         831,562    11/30/07
28.01                                                              497,554       564,666         619,062    11/30/07
28.02                                                              195,544       230,462         212,500    11/30/07
28.03
  29                 L(44),Grtr1%orYM(70),O(3)                                   929,561         975,351    12/31/07
29.01                                                                            748,917         750,438    12/31/07
29.02                                                                            180,645         224,914    12/31/07
  30                     L(24),Def(88),O(4)
  31                     L(24),Def(90),O(2)                                                    1,857,152    12/31/07
  32                     L(24),Def(85),O(4)                        737,274       784,415         828,860    12/31/07
  33                     L(24),Def(30),O(2)                        600,224        74,091
  34           L(24),Def(30),DeforGrtr1%orYM(56),O(4)                                          1,035,215    10/31/07
  35                     L(24),Def(85),O(4)                        970,740     1,103,256       1,061,169    12/31/07
  36                     L(24),Def(95),O(2)
  37                     L(24),Def(89),O(2)                                      511,791         780,383    11/30/07
  38                     L(24),Def(88),O(4)
  39                 L(28),Grtr1%orYM(81),O(4)                                   470,609         770,212    10/31/07
  40                 L(51),Grtr1%orYM(57),O(4)                                   573,170         755,363    05/31/07
  41                     L(24),Def(88),O(4)                        504,572       562,090         542,506    10/31/07
  42                     L(24),Def(87),O(3)                        621,436       699,185         667,369    12/31/07
  43                     L(24),Def(87),O(4)                                      342,430         660,874    11/30/07
  44                     L(24),Def(88),O(2)                                                      411,691    12/31/07
  45                     L(24),Def(84),O(4)                        765,615       621,876         647,672    12/31/07
  46                     L(32),Def(81),O(3)                        517,555       573,509         631,743    10/31/07
  47                     L(24),Def(86),O(4)                                                      132,292    12/31/07
  48                     L(24),Def(89),O(4)                                      758,132         740,950    11/30/07
  49                 L(38),Grtr1%orYM(70),O(3)                                                   295,497    12/31/07
  50                    L(24),Def(138),O(4)
  51                     L(24),Def(87),O(4)
  52                     L(24),Def(86),O(4)                                      470,730         305,576    11/30/07
  53                     L(28),Def(81),O(3)                                      540,321         831,145    10/18/07
  54                 L(55),Grtr1%orYM(57),O(4)                                   408,191         439,219    10/31/07
  55                     L(24),Def(85),O(3)                        381,901       412,553         392,443    09/30/07
  56                 L(55),Grtr1%orYM(57),O(4)                     366,409       547,158         613,894    12/31/07
  57                     L(24),Def(86),O(4)                        465,669       465,669         465,669    07/31/07
  58                     L(34),Def(81),O(3)                                      473,928         473,928    12/31/07
  59                     L(24),Def(88),O(4)                        372,012       409,783         397,408    10/31/07
  60                     L(24),Def(84),O(4)                                      354,635         330,535    01/31/08
  61                     L(24),Def(87),O(4)                                                      433,508    02/29/08
  62                     L(30),Def(81),O(3)                        365,789       376,837         323,382    12/31/07
  63                     L(24),Def(32),O(2)                        738,964       767,074         798,148    12/31/07
  64                     L(24),Def(84),O(4)                        450,676       448,574         448,661    12/31/07
  65                     L(24),Def(88),O(4)                        365,209       373,573         355,435    01/10/08
  66                     L(24),Def(83),O(4)
  67                     L(24),Def(84),O(4)                        428,085       433,571         269,019    12/31/07
  68                     L(24),Def(88),O(4)                                      320,775         320,775    09/30/07
  69                     L(24),Def(84),O(4)                                       66,199         365,464    12/31/07
  70                     L(31),Def(81),O(3)
  71                     L(24),Def(88),O(2)                        368,774       322,983         427,811    12/01/07
  72                     L(31),Def(81),O(3)                                      176,501         227,783    12/31/07
  73                 L(50),Grtr1%orYM(57),O(4)                     266,644       336,536         414,786    12/31/07
  74                     L(31),Def(81),O(3)                                      230,690         252,998    12/31/07
  75                 L(41),Grtr1%orYM(70),O(3)
  76                 L(51),Grtr1%orYM(58),O(3)                                                   141,261    11/30/07
  77                     L(26),Def(81),O(3)                                                      201,442    12/31/07
  78                     L(24),Def(89),O(4)                                                      317,422    12/31/07
  79                     L(24),Def(89),O(4)                        152,039       174,572         194,407    10/31/07
  80                     L(33),Def(81),O(3)                                       25,755         120,213    12/31/07


               UW            UW TOTAL                                   UW(6),(7),(18)     UW(7)
LOAN #  REVENUES ($)(6)  EXPENSES ($)(6)  UW NOI ($)(6)  UW NCF ($)(6)     DSCR (X)     IO DSCR (X)    TITLETYPE    PML %
-------------------------------------------------------------------------------------------------------------------------

  1          15,233,111        4,750,825     10,482,287     10,263,802       1.10           1.27          Fee         9.0
  2          26,740,206        8,383,132     18,357,074     17,900,961       1.10           1.28          Fee        15.0
  3          94,796,166       71,111,713     23,684,454     19,892,607       1.21           1.37          Fee
 3.01        59,662,341       42,973,588     16,688,753     14,302,260                                    Fee
 3.02        35,133,825       28,138,125      6,995,700      5,590,347                                    Fee
  4           3,746,069           28,096      3,717,973      3,698,461       1.38           1.38          Fee
  5           4,153,886          129,000      4,024,887      3,872,473       1.21           1.39          Fee
  6           5,292,770        1,311,807      3,980,963      3,799,857       1.48           1.48          Fee        12.0
  7           4,579,725          918,251      3,661,474      3,513,798       1.17           1.34     Fee/Leasehold
  8          14,466,595        9,848,208      4,618,387      4,039,724       1.30           1.44       Leasehold
  9           3,045,124           30,451      3,014,673      2,984,077       1.22           1.41          Fee
 9.01                                                                                                     Fee
 9.02                                                                                                     Fee
 9.03                                                                                                     Fee
 9.04                                                                                                     Fee
 9.05                                                                                                     Fee
 9.06                                                                                                     Fee
  10         10,100,450        4,127,399      5,973,051      5,486,104       2.82           2.82       Leasehold
  11         12,210,068        8,665,675      3,544,393      3,055,990       1.35           N/A           Fee
11.01         5,590,958        4,245,681      1,345,277      1,121,639                                    Fee
11.02         2,802,788        1,741,710      1,061,078        948,967                                    Fee
11.03         2,673,992        1,801,516        872,476        765,517                                    Fee
11.04         1,142,329          876,768        265,561        219,868                                    Fee
  12          4,791,720        2,160,177      2,631,544      2,476,084       1.20           1.39       Leasehold
  13         13,339,570        9,797,181      3,542,389      3,008,806       1.38           N/A           Fee
13.01         3,226,575        2,225,326      1,001,249        872,186                                    Fee
13.02         4,367,827        3,604,575        763,252        588,539                                    Fee
13.03         2,170,661        1,511,338        659,323        572,496                                    Fee
13.04         1,981,467        1,360,832        620,636        541,377                                    Fee
13.05         1,593,040        1,095,111        497,929        434,207                                    Fee
  14          3,694,696        1,299,549      2,395,146      2,203,280       1.13           1.30          Fee
14.01                                                                                                     Fee
14.02                                                                                                     Fee
  15          3,818,312        1,257,574      2,560,738      2,396,086       1.20           1.35        Various
15.01           605,512          116,971        488,541        466,898                                    Fee
15.02           282,654           79,135        203,519        193,928                                    Fee
15.03           306,650          105,640        201,011        191,494                                    Fee
15.04           412,905          254,540        158,365        145,213                                    Fee
15.05           209,922           49,999        159,923        153,704                                    Fee
15.06           226,565           74,900        151,665        135,183                                    Fee
15.07           160,134           16,910        143,224        132,978                                    Fee
15.08           149,688           21,135        128,553        122,829                                    Fee
15.09           226,654          105,065        121,590        112,710                               Fee/Leasehold
15.10           152,937           40,049        112,889        106,810                                    Fee
15.11           162,406           70,229         92,177         85,097                                    Fee
15.12           137,909           50,525         87,383         82,908                                    Fee
15.13           140,485           35,177        105,309         85,784                                    Fee
15.14           118,492           28,363         90,129         85,248                                    Fee
15.15           107,402           35,911         71,491         67,894                                    Fee
15.16           100,572           29,465         71,107         65,667                                    Fee
15.17           130,001           65,372         64,629         59,199                               Fee/Leasehold
15.18            77,838           31,808         46,030         42,848                                    Fee
15.19            81,080           37,318         43,762         41,901                                    Fee
15.20            28,506            9,063         19,443         17,794                                    Fee
  16          4,766,669        2,608,632      2,158,037      1,915,913       1.16           1.33          Fee
  17          3,629,137        1,469,375      2,159,761      1,948,658       1.15           1.29          Fee
  18          2,962,457          903,587      2,058,870      1,890,434       1.25           1.42          Fee        13.0
  19          2,206,929          509,711      1,697,218      1,636,055       1.20           N/A           Fee
  20          2,773,991        1,320,401      1,453,590      1,392,790       1.21           1.43          Fee
  21          1,347,492           98,123      1,249,369      1,231,220       1.11           1.27          Fee
  22          3,815,253        2,147,651      1,667,602      1,604,002       1.30           1.41          Fee
22.01         1,333,993          646,211        687,782        675,832                                    Fee
22.02           968,545          541,036        427,509        406,609                                    Fee
22.03           889,975          542,558        347,417        326,667                                    Fee
22.04           622,740          417,845        204,895        194,895                                    Fee
  23          2,319,897          888,786      1,431,111      1,346,457       1.19           N/A           Fee
  24          2,002,257          755,884      1,246,373      1,188,373       1.29           N/A           Fee
  25          2,235,114        1,095,044      1,140,070      1,076,820       1.24           1.41          Fee
  26          1,419,780          345,543      1,074,237      1,045,428       1.20           1.36          Fee
  28          1,406,550          375,176      1,031,373        978,809       1.20           N/A           Fee
28.01           820,581          241,880        578,701        546,612                                    Fee
28.02           376,156          112,441        263,715        252,905                                    Fee
28.03           209,812           20,855        188,957        179,293                                    Fee
  29          1,506,234          540,776        965,458        942,469       1.21           1.40          Fee
29.01         1,147,407          386,769        760,637        743,782                                    Fee
29.02           358,827          154,005        204,822        198,688                                    Fee
  30          1,493,498          563,234        930,264        880,448       1.20           N/A           Fee
  31          2,793,970        1,643,348      1,150,622      1,038,863       1.39           N/A           Fee
  32          1,034,884          206,566        828,318        764,909       1.17           1.31          Fee
  33          1,721,889          886,835        835,054        709,350       1.19           1.34          Fee
  34          2,247,802        1,354,474        893,329        803,417       1.41           N/A           Fee
  35          3,020,513        1,968,916      1,051,597        930,777       1.88           N/A           Fee
  36            647,925            6,479        641,446        612,821       1.20           N/A           Fee        13.0
  37          2,516,056        1,679,613        836,443        735,801       1.44           N/A           Fee
  38            780,538          153,889        626,649        578,624       1.28           1.50          Fee
  39          2,444,402        1,511,986        932,416        834,641       1.74           N/A           Fee
  40          2,017,352        1,178,820        838,532        757,838       1.68           N/A           Fee
  41          1,347,446          781,981        565,465        519,665       1.15           N/A           Fee
  42            986,859          272,835        714,024        664,487       1.59           N/A           Fee
  43          2,755,450        1,894,214        861,236        751,018       1.75           1.99          Fee
  44            718,933          186,064        532,869        504,167       1.20           N/A           Fee        15.0
  45          1,740,149          833,849        906,300        684,540       1.54           N/A           Fee
  46            956,430          370,273        586,157        528,491       1.26           N/A           Fee
  47            691,914          147,463        544,450        480,308       1.20           1.37          Fee
  48          1,131,853          479,067        652,785        583,960       1.43           N/A           Fee
  49            593,391          118,052        475,339        455,835       1.26           1.51          Fee         7.0
  50          2,557,274        1,197,536      1,359,738      1,321,322       3.76           N/A        Leasehold
  51            600,943          129,637        471,306        458,974       1.28           N/A           Fee
  52            659,268          182,992        476,276        460,421       1.21           N/A           Fee
  53            805,661          306,193        499,468        463,124       1.21           N/A           Fee
  54            661,524          234,830        426,694        415,210       1.15           1.30          Fee
  55            622,547          208,735        413,812        404,664       1.27           N/A           Fee
  56            719,023          135,674        583,349        546,472       1.16           N/A           Fee
  57            542,216           97,042        445,173        413,094       1.21           N/A           Fee
  58            597,989          138,447        459,542        439,851       1.27           N/A           Fee
  59            695,351          286,205        409,146        385,746       1.16           N/A           Fee
  60            909,649          485,932        423,717        382,992       1.20           1.37          Fee
  61            657,139          243,164        413,976        398,792       1.25           N/A           Fee
  62            795,126          369,700        425,426        382,844       1.20           N/A           Fee
  63          1,229,422          463,559        765,863        617,070       1.64           N/A           Fee
  64            459,256           43,881        415,375        376,678       1.24           N/A           Fee
  65            560,236          164,310        395,926        372,342       1.22           N/A           Fee
  66            353,674            7,073        346,601        305,406       1.24           N/A           Fee
  67            382,684           75,200        307,484        294,914       1.37           1.37          Fee
  68            351,761           53,235        298,526        285,836       1.16           N/A           Fee
  69            781,061          358,862        422,199        354,416       1.42           N/A           Fee
  70            328,266           74,931        253,335        248,966       1.22           N/A           Fee
  71            557,809          255,412        302,397        282,397       1.40           N/A           Fee
  72            339,799          113,343        226,456        217,956       1.19           1.37          Fee
  73          1,225,858          844,822        381,038        332,004       1.89           N/A           Fee
  74            384,733          158,167        226,566        213,066       1.24           1.41          Fee        10.0
  75            314,377           93,939        220,438        206,736       1.23           1.40          Fee
  76            317,591           98,384        219,207        206,458       1.29           1.49          Fee
  77            237,328           44,516        192,812        185,092       1.20           1.39          Fee
  78            292,240           93,155        199,086        188,959       1.15           N/A           Fee
  79            261,878           48,005        213,873        204,194       1.20           N/A           Fee
  80            213,810           69,276        144,534        137,999       1.22           N/A           Fee         9.0


                                                    UPFRONT ESCROW(19)
        ---------------------------------------------------------------------------------------------------------
        UPFRONT CAPEX  UPFRONT ENGIN.  UPFRONT ENVIR.  UPFRONT TI/LC  UPFRONT RE TAX  UPFRONT INS.  UPFRONT OTHER
LOAN #    RESERVE ($)     RESERVE ($)     RESERVE ($)    RESERVE ($)     RESERVE ($)   RESERVE ($)    RESERVE ($)
-----------------------------------------------------------------------------------------------------------------

  1                 0               0               0              0         535,130             0      8,805,668
  2                 0               0               0              0               0             0              0
  3                 0         310,179          35,560              0         833,241       251,948              0
 3.01
 3.02
  4                 0       1,230,250               0              0               0             0        108,290
  5                 0               0               0              0               0             0              0
  6             1,715               0         100,000              0          22,815        32,501      3,651,876
  7                 0               0               0        200,413         298,842        51,457              0
  8            49,052               0               0              0         523,106       115,346              0
  9            30,596               0               0              0               0             0              0
 9.01
 9.02
 9.03
 9.04
 9.05
 9.06
  10                0               0               0              0               0             0              0
  11          469,022          18,930               0              0         337,088        47,644              0
11.01
11.02
11.03
11.04
  12                0               0               0      1,700,000         202,995        27,623        516,898
  13          530,978          43,850               0              0         381,268        58,788              0
13.01
13.02
13.03
13.04
13.05
  14                0               0               0      1,600,000          25,795        14,475      1,929,330
14.01
14.02
  15                0          52,469               0        400,000         269,469        12,028        390,756
15.01
15.02
15.03
15.04
15.05
15.06
15.07
15.08
15.09
15.10
15.11
15.12
15.13
15.14
15.15
15.16
15.17
15.18
15.19
15.20
  16                0         267,866               0              0          63,127        14,429        182,425
  17                0               0               0        500,000          13,885        21,267        212,400
  18                0               0               0      3,412,645          88,916         6,815         23,343
  19           10,250          36,625         135,625          4,167         255,021         9,629        400,000
  20            5,067               0               0              0          90,500        33,718              0
  21              313               0               0         74,245               0         2,140        962,195
  22            2,862               0               0              0         287,835             0      1,000,000
22.01
22.02
22.03
22.04
  23                0               0               0              0               0             0              0
  24          540,935               0               0              0               0         8,420              0
  25        1,559,804               0               0              0          72,797         2,810        493,045
  26                0          44,406               0              0         113,108         7,145              0
  28                0               0               0      2,030,000          78,150         8,540         23,546
28.01
28.02
28.03
  29          125,000               0               0              0          22,391        13,107              0
29.01
29.02
  30                0         350,000               0              0               0             0              0
  31            4,655               0               0              0          35,648        46,958              0
  32           50,000           6,250               0         30,000          13,482        19,750              0
  33                0               0               0              0         105,500         1,462        850,000
  34                0           3,125               0              0           2,381        13,916              0
  35                0           2,850               0              0          19,636        11,994              0
  36                0               0               0          2,309               0             0              0
  37            8,531               0               0              0          11,313        56,407              0
  38            5,739               0               0        225,000          34,789         2,634              0
  39                0               0               0              0          34,215        37,630              0
  40                0               0               0              0           9,998         2,794              0
  41                0               0               0              0          30,401        33,741              0
  42                0               0               0              0          32,320         7,410              0
  43                0               0               0              0               0             0              0
  44              405               0               0          2,573          49,012         4,310              0
  45                0               0         200,000              0               0             0              0
  46                0               0               0              0          10,362         6,949              0
  47                0               0               0        100,000          38,563         4,579              0
  48                0          20,344               0        200,000          10,929        10,880         31,909
  49                0               0               0              0          62,333         3,683              0
  50            1,145               0               0              0          95,902        61,566              0
  51              338               0               0            417          30,659         3,795          4,500
  52              316               0               0          1,667          11,805        14,944          8,852
  53                0               0               0              0               0         1,626              0
  54           22,970               0               0              0          16,673         1,479              0
  55                0               0               0              0          12,313         7,428              0
  56                0               0               0              0               0             0              0
  57                0               0               0              0               0             0              0
  58          131,473               0               0              0          13,517         6,883              0
  59                0               0               0              0           5,708        13,050              0
  60            3,771         219,224          43,125              0          36,000        14,384              0
  61                0               0               0              0         113,953         8,194        207,707
  62                0          84,594               0         50,000          55,960        24,643              0
  63                0         135,714               0              0               0             0        100,000
  64            1,228               0               0              0               0        15,918              0
  65              310               0               0          1,000          44,661         4,271        144,130
  66                0          20,000               0          1,716          22,248        30,000         59,351
  67              449               0               0              0          47,604         8,109              0
  68                0               0               0              0               0             0              0
  69                0               0          12,000              0               0             0              0
  70                0               0               0              0           8,500         3,491              0
  71            1,667          12,250               0              0          25,053         9,564              0
  72                0               0               0              0          18,444         5,352              0
  73                0               0               0              0          24,784         6,895              0
  74                0           8,125               0              0           8,100         2,161              0
  75                0               0               0              0          18,785         3,978              0
  76                0               0               0        136,000          38,473         3,181              0
  77                0               0               0              0          12,583           264         10,000
  78                0               0               0         40,000           3,604             0              0
  79              173               0               0          1,667          10,310         3,761              0
  80                0               0               0              0           6,145         2,995              0


                                            MONTHLY ESCROW(20)
        -----------------------------------------------------------------------------------------
        MONTHLY CAPEX  MONTHLY ENVIR.  MONTHLY TI/LC  MONTHLY RE TAX  MONTHLY INS.  MONTHLY OTHER   SINGLE
LOAN #    RESERVE ($)     RESERVE ($)    RESERVE ($)     RESERVE ($)   RESERVE ($)    RESERVE ($)   TENANT
----------------------------------------------------------------------------------------------------------

  1                 0               0              0          89,188             0              0     No
  2                 0               0              0               0             0              0     No
  3           315,987               0              0         240,419       125,974              0     No
 3.01                                                                                                 No
 3.02                                                                                                 No
  4             1,626               0              0               0             0              0    Yes
  5                 0               0              0               0             0              0    Yes
  6             1,715               0              0           7,605         1,466              0    Yes
  7             2,412               0              0          34,354         5,717              0     No
  8            49,052               0              0          40,470        10,043              0     No
  9                 0               0              0               0             0              0    Yes
 9.01                                                                                                Yes
 9.02                                                                                                Yes
 9.03                                                                                                Yes
 9.04                                                                                                Yes
 9.05                                                                                                Yes
 9.06                                                                                                Yes
  10                0               0              0               0             0              0     No
  11           17,477               0              0          33,709        11,911              0     No
11.01                                                                                                 No
11.02                                                                                                 No
11.03                                                                                                 No
11.04                                                                                                 No
  12                0               0         13,889          57,546         2,394              0     No
  13           18,767               0              0          38,127        14,697              0     No
13.01                                                                                                 No
13.02                                                                                                 No
13.03                                                                                                 No
13.04                                                                                                 No
13.05                                                                                                 No
  14            3,215               0              0          25,795         3,619              0     No
14.01                                                                                                 No
14.02                                                                                                 No
  15            4,502               0              0          53,894         8,019              0  Various
15.01                                                                                                 No
15.02                                                                                                 No
15.03                                                                                                 No
15.04                                                                                                 No
15.05                                                                                                Yes
15.06                                                                                                Yes
15.07                                                                                                Yes
15.08                                                                                                Yes
15.09                                                                                                 No
15.10                                                                                                 No
15.11                                                                                                 No
15.12                                                                                                 No
15.13                                                                                                Yes
15.14                                                                                                Yes
15.15                                                                                                 No
15.16                                                                                                 No
15.17                                                                                                 No
15.18                                                                                                 No
15.19                                                                                                 No
15.20                                                                                                 No
  16            4,146               0              0          29,876         7,215              0     No
  17            3,300               0         12,500          27,769         2,127              0     No
  18            3,225               0              0          22,229         2,272              0     No
  19            1,250               0          4,167          21,252         2,407              0     No
  20            5,067               0              0          45,250         4,704              0     No
  21              313               0              0               0           535              0     No
  22         2,862.00               0              0          71,959             0              0    Yes
22.01                                                                                                Yes
22.02                                                                                                Yes
22.03                                                                                                Yes
22.04                                                                                                Yes
  23                0               0              0               0             0              0     No
  24            4,833               0              0               0         8,420              0     No
  25                0               0              0          24,266         2,810              0     No
  26                0               0              0          22,622         1,099              0     No
  28              656               0              0          14,313           861              0     No
28.01                                                                                                 No
28.02                                                                                                Yes
28.03                                                                                                Yes
  29                0               0              0           7,464         1,872              0     No
29.01                                                                                                 No
29.02                                                                                                 No
  30              977               0              0               0             0              0    Yes
  31            4,655               0              0           8,912         4,269              0     No
  32            2,157               0          3,235           6,741         1,646              0     No
  33            2,484               0          6,250          17,583           731              0     No
  34            7,470               0              0           2,381         3,479              0     No
  35            9,719               0              0           6,545         1,999              0     No
  36                0               0          2,309               0             0              0    Yes
  37            8,531               0              0           3,771         6,267              0     No
  38            1,148               0          4,167           4,970         1,317              0     No
  39            5,505               0              0           3,110         2,895              0     No
  40            6,397               0              0           9,998           931              0     No
  41            3,817               0              0          10,134         2,812              0     No
  42            1,183               0            833           8,080         2,470              0     No
  43                0               0              0               0             0              0     No
  44              405               0          2,573           5,724           718              0     No
  45            8,333               0              0               0             0              0     No
  46            1,284               0              0          10,362         1,390              0     No
  47            2,916               0              0           6,427           763              0     No
  48            1,924               0          3,822          10,929         3,627              0     No
  49              236               0            833           5,667           283              0     No
  50            1,145               0              0          16,172         6,157              0     No
  51              338               0            417               0             0              0     No
  52              316               0          1,667           5,903         1,494              0     No
  53              636               0            833               0           407              0     No
  54                0               0              0           5,558           493              0     No
  55              765               0              0           4,104           743              0     No
  56                0               0              0               0             0              0    Yes
  57                0               0            862               0             0              0    Yes
  58              343               0              0           2,276           983              0    Yes
  59            1,950               0              0           1,903         1,088              0     No
  60            3,771               0              0           6,000         4,795              0     No
  61              765               0            500           9,876           910              0     No
  62              964               0          2,083           4,305         3,080              0     No
  63                0               0              0               0             0              0    Yes
  64            1,228               0              0               0         1,447              0    Yes
  65              310               0          1,000           5,799           854              0     No
  66                0               0          1,716               0         2,308              0    Yes
  67              449               0              0           4,760           811              0    Yes
  68                0               0              0               0             0              0    Yes
  69           31,406               0              0               0             0              0     No
  70               90               0          1,000           2,833           873              0     No
  71            1,667               0              0           3,579         1,063              0     No
  72              708               0              0           2,049           892              0     No
  73            3,671               0              0           7,485             0              0     No
  74            3,012               0              0           2,700           720              0     No
  75              219               0          1,500           6,262           497              0     No
  76              238               0            833           4,275           289              0     No
  77              124               0            833           2,517           264              0     No
  78               65               0            835           3,604             0              0     No
  79              173               0          1,667           2,062           289              0     No
  80               91               0            625           3,072           599              0     No


                                       LARGEST TENANT
        ---------------------------------------------------------------------------
                                                                           LEASE
LOAN #  LARGEST TENANT                                        UNIT SIZE  EXPIRATION
-----------------------------------------------------------------------------------

  1     Krikorian Premier Theatres                               62,800   12/31/21
  2     AMC Theatres                                            112,830   11/30/18
  3
 3.01
 3.02
  4     New England Medical Center Hospitals                     97,559   09/04/17
  5     Station Casinos, Inc.                                   138,558   10/31/27
  6     F5 Networks, Inc.                                       137,201   05/06/18
  7     Giant                                                    72,542   10/31/26
  8
  9
 9.01   Aurora Health Care Group                                 85,028   12/31/22
 9.02   Aurora Health Care Group                                 23,656   12/31/22
 9.03   Aurora Health Care Group                                 21,048   12/31/22
 9.04   Aurora Health Care Group                                  9,842   12/31/22
 9.05   Aurora Health Care Group                                  9,318   12/31/22
 9.06   Aurora Health Care Group                                  4,088   12/31/22
  10    NIH                                                     224,991   10/31/10
  11
11.01
11.02
11.03
11.04
  12    D.C. Government                                         116,399   09/30/10
  13
13.01
13.02
13.03
13.04
13.05
  14
14.01   Reed Const                                               85,802   12/31/17
14.02   IndyMac Bank                                             67,473   08/31/11
  15
15.01   Planned Parenthood                                        4,336   07/02/17
15.02   Krueger Enterprises                                       3,886   10/31/11
15.03   United Electrical Supply Company, Inc.                   11,200   10/31/12
15.04   Rogers Entertainment                                      6,400   09/30/10
15.05   Iowa Physicians Clinic Medical Foundation                 8,638   07/31/15
15.06   Metro C&D Recycler                                       50,713   09/30/19
15.07   McNeilus Financial                                       21,345   08/31/11
15.08   Penske Truck Leasing Co                                   8,805   12/14/11
15.09   Iowa Carpet One                                          18,000   12/31/19
15.10   General Parts, Inc.                                       3,838   06/30/09
15.11   Bear Basic Children's                                     6,750   01/31/09
15.12   Cold Stone Creamery, Inc.                                 2,164   05/16/16
15.13   QRS Investments                                          24,406   02/29/12
15.14   United Rentals                                           24,406   09/30/10
15.15   Rent-A-Center                                             4,402     MTM
15.16   CS&R                                                     12,000   06/30/10
15.17   Accelerated Health Systems                                2,540   12/31/11
15.18   Domino's Pizza, Inc.                                      1,400   12/31/11
15.19
15.20   3-Way Money Venture                                       1,694   10/31/12
  16    Albemarle Corporation                                   166,119   12/31/21
  17    Image Solutions, Inc.                                    49,811   08/31/11
  18    The State of Oregon, Department of H R                   48,397   12/31/17
  19    Giant Food                                               56,526   12/31/28
  20
  21    Wal-Mart (Ground Lease)                                 142,000   06/12/27
  22
22.01   FSP Cleveland Parking Management I, LLC                     239   01/31/23
22.02   FSP Cleveland Parking Management I, LLC                     418   01/31/23
22.03   FSP Cleveland Parking Management I, LLC                     415   01/31/23
22.04   FSP Cleveland Parking Management I, LLC                     200   01/31/23
  23    Pettigrew Associates, Inc.                               19,312   10/31/11
  24
  25
  26    Eat Steak Inc                                             6,000   07/31/14
  28
28.01   Rock Bottom Restaurants Inc.                             11,447   03/31/12
28.02   CVS                                                      10,125   01/31/19
28.03   PQ Alexandria Inc.                                        4,500   09/30/17
  29
29.01
29.02
  30    CEI Douglassville, Inc.                                 293,038   12/31/19
  31
  32    Federal Express Corporation                              16,000   08/31/13
  33    Facility Source                                          33,000   05/31/18
  34
  35
  36    Thrifty Payless                                          18,056   12/31/22
  37
  38    Hastings Entertainment                                   25,521   10/31/22
  39
  40
  41
  42    Kroger                                                   59,600   03/31/18
  43
  44    IZOD                                                      2,791   12/31/12
  45    UNICCO Service Co.                                      412,844   10/31/12
  46    Stein Gardens                                            30,000   03/31/17
  47    Fitness Quest, Inc.                                     239,558   06/30/12
  48    NJ Dept of Labor                                         30,255   05/31/09
  49    Sleep Country                                             7,050   05/31/14
  50
  51    Borders                                                  22,000   05/31/17
  52    Frame Depo Unlimited                                      5,100   08/31/09
  53    Heartland Financial Group                                28,779   04/30/22
  54
  55
  56    Hart & Cooley, Inc.                                     223,500   03/31/13
  57    Kmart                                                   103,482   12/31/18
  58    Mariah Media, Inc.                                       20,605   10/31/22
  59
  60
  61
  62    Bank of America                                          11,496   08/31/12
  63    The Philadelphia Coca-Cola Bottling Company             450,782   01/31/12
  64    Kmart                                                    91,266   07/31/17
  65    Worknet                                                   7,935   12/31/10
  66    Saint Gobain                                            158,441   09/20/17
  67    Bi-Lo, LLC                                               35,914   08/31/22
  68    Office Max                                               23,500   10/31/18
  69    Pivot Point Services, LLC                               342,576   11/30/16
  70    PNC Bank                                                  3,600   09/30/27
  71
  72
  73
  74
  75    E & R Industrial Sales, Inc., A Michigan Corporation     17,500   06/30/12
  76    Family Dollar Stores, Inc.                                9,180   12/31/15
  77    Big O Tires                                               6,100   12/31/19
  78    Custom Instruments                                        2,992   03/21/11
  79    Advance Auto                                              7,000   12/31/13
  80    Exlines, Inc.                                             2,800   02/28/17


                               2ND LARGEST TENANT
      ------------------------------------------------------------------
                                                                 LEASE
LOAN #  2ND LARGEST TENANT                         UNIT SIZE  EXPIRATION
------------------------------------------------------------------------

  1     TAPS Fish House & Brewery                     14,326   06/30/27
  2     Dave & Buster's                               57,974   01/31/18
  3
 3.01
 3.02
  4
  5
  6
  7     Ross                                          29,908   11/14/17
  8
  9
 9.01
 9.02
 9.03
 9.04
 9.05
 9.06
  10    Iridium Satellite LLC                         13,417   03/31/13
  11
11.01
11.02
11.03
11.04
  12    CVS                                            7,969   01/31/11
  13
13.01
13.02
13.03
13.04
13.05
  14
14.01   MDI                                           23,301   06/30/12
14.02   TransCore, LP                                 18,764   05/31/09
  15
15.01   Small World Investors                          2,819   11/30/10
15.02   Encounters, Inc. (McCoy's Bar & Grill)         3,616   09/04/15
15.03   Bikers Alley/Anytime Fitness                   4,815   04/30/12
15.04   First Realty                                   5,000   12/31/13
15.05
15.06
15.07
15.08
15.09   Dan's Overhead Doors                           6,000      MTM
15.10   Tire Distribution Systems, Inc.                3,600   12/31/08
15.11   Bella Italia, L.L.C.                           2,150   05/31/11
15.12   Caribou Coffee Company, Inc.                   1,500   03/31/15
15.13
15.14
15.15   Midwest Check Cashing Enterprises              1,200   10/31/12
15.16   Watts Vault & Monument Co                      4,000   06/30/10
15.17   H&R Block Tax Services                         2,300   04/30/12
15.18   Cellular Advantage                             1,000      MTM
15.19
15.20   Midwest Check Cashing Enterprises                728   10/31/12
  16    JPMorgan Chase Bank N.A.                     108,813   09/30/21
  17    Solix Inc.                                    34,826   05/31/11
  18    Bright Horizon Family Solutions, Inc.         16,467   05/31/12
  19    Drakes Place                                   9,010   02/28/17
  20
  21    Fashion Bug                                    7,500   01/31/13
  22
22.01
22.02
22.03
22.04
  23    McGannon                                      15,823   11/30/15
  24
  25
  26    Pizzeria UNO                                   5,200   12/05/09
  28
28.01   Venturehouse Group                             9,743   12/31/10
28.02
28.03
  29
29.01
29.02
  30
  31
  32    Sears, Roebuck & Co.                          16,000   05/31/12
  33    The Fabish Group                              18,705   05/31/13
  34
  35
  36
  37
  38    Staples                                       21,606   10/31/17
  39
  40
  41
  42    Dollar General                                 6,140   06/30/09
  43
  44    Steve & Beatrice Damashek                      2,102   06/01/12
  45    Central Ohio Warehouse Co.                   298,996   08/31/19
  46    UMOS                                          13,320   12/31/09
  47    Ohio Gratings, Inc.                           52,000   03/31/17
  48    General Insulation Co.                        25,040   12/31/08
  49    Cabo Grill                                     4,060   07/31/17
  50
  51    Jenny Craig                                    2,000   09/30/15
  52    BR-1, LLC (Tijuana Flats Burrito Company)      2,194   09/30/17
  53    Department B, Inc.                             9,090   04/30/12
  54
  55
  56
  57
  58
  59
  60
  61
  62    Pasco Executive Suites                         8,037   06/30/19
  63
  64
  65    Boston Market                                  7,387   07/31/13
  66
  67
  68
  69    Kessler Industries, Inc.                      93,700   10/31/11
  70    Five Guys Famous Burgers and Fries             2,200   09/10/17
  71
  72
  73
  74
  75    Philadelphia Newpapers, LLC                    8,750   06/30/12
  76    Coinmach, Inc.                                 5,000   03/31/17
  77    Taco John's                                    2,170   09/30/16
  78    Boynton Beach Auto                             1,616   12/19/09
  79    Active Mobility                                2,000   12/31/11
  80    Starbucks                                      1,700   02/29/16


                              3RD LARGEST TENANT
        --------------------------------------------------------------
                                                              LEASE         LOAN     MASTER   MASTER
LOAN #  3RD LARGEST TENANT                       UNIT SIZE  EXPIRATION     PURPOSE    LEASE  LEASE (%)
------------------------------------------------------------------------------------------------------

  1     Trader Joe's                                12,505   01/31/18   Refinance      No
  2     Vans Skate Park                             42,355   11/18/08   Refinance      No
  3                                                                     Acquisition
 3.01                                                                                  No
 3.02                                                                                  No
  4                                                                     Acquisition    No
  5                                                                     Acquisition    No
  6                                                                     Refinance      No
  7     A.C. Moore                                  21,500   09/30/16   Refinance      No
  8                                                                     Refinance      No
  9                                                                     Acquisition
 9.01                                                                                  No
 9.02                                                                                  No
 9.03                                                                                  No
 9.04                                                                                  No
 9.05                                                                                  No
 9.06                                                                                  No
  10    Information Inc.                            10,971   12/31/13   Refinance      No
  11                                                                    Refinance
11.01                                                                                  No
11.02                                                                                  No
11.03                                                                                  No
11.04                                                                                  No
  12                                                                    Refinance      No
  13                                                                    Refinance
13.01                                                                                  No
13.02                                                                                  No
13.03                                                                                  No
13.04                                                                                  No
13.05                                                                                  No
  14                                                                    Acquisition
14.01   Arby's                                      13,665   07/31/11                  No
14.02                                                                                  No
  15                                                                    Refinance
15.01   Firehouse Yoga                               2,684   12/31/12                  No
15.02   Subway                                       2,000   02/28/15                  No
15.03   Fastenal Industrial & Const. Supply          4,815   12/31/08                  No
15.04   Dominic's Steakhouse                         4,800   01/31/12                  No
15.05                                                                                  No
15.06                                                                                  No
15.07                                                                                  No
15.08                                                                                  No
15.09                                                                                  No
15.10   Endless Ideas                                2,432   05/31/08                  No
15.11   Salon Trendz-N-Nails                         1,500   11/30/09                  No
15.12   Cost Cutters                                 1,200   11/30/09                  No
15.13                                                                                  No
15.14                                                                                  No
15.15   Jacobson Staffing Co.                          821   01/31/10                  No
15.16                                                                                  No
15.17   Pavatos Lease                                1,400   11/30/12                  No
15.18   Midwest Check Cashing                          814   10/31/12                  No
15.19                                                                                  No
15.20                                                                                  No
  16    Taylor Porter Brooks & Phillips             31,240   12/31/15   Acquisition    No
  17    AON Service Corp. (Cambridge)               21,943   11/30/08   Refinance      No
  18    NorthwestRegional Education Service Dis     13,015   09/30/15   Acquisition    No
  19    Chanan Intl Buffet                           5,080   02/28/09   Refinance      No
  20                                                                    Acquisition    No
  21    Allied Dental                                2,814   11/30/17   Refinance      No
  22                                                                    Refinance
22.01                                                                                  No
22.02                                                                                  No
22.03                                                                                  No
22.04                                                                                  No
  23    Scott & Cooner, Inc.                        14,778   01/31/14   Refinance      No
  24                                                                    Acquisition    No
  25                                                                    Acquisition    No
  26    Payless ShoeSource Inc                       3,250   02/14/14   Refinance      No
  28                                                                    Refinance
28.01                                                                                  No
28.02                                                                                  No
28.03                                                                                  No
  29                                                                    Acquisition
29.01                                                                                  No
29.02                                                                                  No
  30                                                                    Acquisition    No
  31                                                                    Refinance      No
  32    Executive Designs, Inc.                     13,950   12/31/09   Refinance      No
  33    Infocision Mangement Corportion             13,975   11/30/08   Acquisition    No
  34                                                                    Refinance      No
  35                                                                    Refinance      No
  36                                                                    Refinance      No
  37                                                                    Refinance      No
  38                                                                    Refinance      No
  39                                                                    Refinance      No
  40                                                                    Acquisition    No
  41                                                                    Refinance      No
  42    Blockbuster Video                            4,970   05/31/09   Refinance      No
  43                                                                    Acquisition    No
  44    Pearls of Provence                           1,984     MTM      Refinance      No
  45    True Value Company                         132,000   08/31/09   Refinance      No
  46    Elite Physical Therapy                       7,040   02/28/10   Refinance      No
  47                                                                    Refinance      No
  48    Camden County Resource Center               21,296     MTM      Acquisition    No
  49    Ciao Pizza                                   2,140   11/30/12   Refinance      No
  50                                                                    Refinance      No
  51    Supercuts                                    1,500   10/31/17   Refinance      No
  52    Nest Liquor Inc.                             2,164   09/30/12   Refinance      No
  53                                                                    Refinance      No
  54                                                                    Acquisition    No
  55                                                                    Refinance      No
  56                                                                    Refinance      No
  57                                                                    Refinance      No
  58                                                                    Refinance      No
  59                                                                    Refinance      No
  60                                                                    Acquisition    No
  61                                                                    Refinance      No
  62    Higher-Level Professional Services           7,125   06/30/08   Refinance      No
  63                                                                    Refinance      No
  64                                                                    Refinance      No
  65    Salad Works                                  3,170   01/31/10   Refinance      No
  66                                                                    Refinance      No
  67                                                                    Acquisition    No
  68                                                                    Refinance      No
  69    Action Technology                           40,000   08/31/11   Refinance      No
  70    Philly Soft Pretzel Factory                  1,375   07/31/12   Refinance      No
  71                                                                    Refinance      No
  72                                                                    Refinance      No
  73                                                                    Refinance      No
  74                                                                    Acquisition    No
  75                                                                    Refinance      No
  76    Little Ceasars of San Antonio                1,816   06/30/12   Refinance      No
  77    Amici Espresso Coffee                        1,632   09/30/16   Refinance      No
  78    Swimming Pools, Inc.                         1,508   07/28/08   Acquisition    No
  79    Virginia PCS                                 1,500   01/31/11   Refinance      No
  80    Smart Services                               1,450   02/28/11   Refinance      No

Table of Contents

Footnotes to Annex A-1

(1) With respect to all mortgage loans in the State of California, they are all located in Southern California.
(2) With respect to Loan No. 59, in addition to the 78 multifamily units, the mortgaged property contains approximately 7,343 square feet of retail/office space. The occupancy calculation for this mortgage loan, does not include this additional 7,343 square feet.
(3) With respect to Loan No. 61, in addition to the 584 self storage units, the mortgaged property contains approximately 12,000 square feet of retail/office space. The occupancy calculation for this mortgage loan, does not include this additional 12,000 square feet.
(4) With respect to Loan No. 21, Occupancy % includes the 142,000 square foot Wal-Mart improvement of which only the land is owned in fee.
(5) With respect to Loan Nos. 1 ($163,000,000 ‘‘as is’’ value) and 33 ($8,050,000 ‘‘as is’’ value), the appraised values and appraisal dates are reflective of the ‘‘as-stabilized’’ values defined in the respective appraisals.
(6) With respect to Loan No. 50, Appraised Value ($), Occupancy %, Current LTV %, Maturity LTV %, UW Revenues ($), UW Total Expenses ($), UW NOI ($), UW NCF ($), and UW DSCR (x) assumes the related property was operated as a rental property as supported by the appraisal obtained in connection with the origination of the mortgage loan rather then its actual operation as cooperative property.
(7) With respect to Loan Nos. 2, 3, the following fields were calculated using the Current Balance ($) for the pari passu notes in the trust fund and their corresponding pari passu companion notes: (i) Current LTV %, (ii) Original Balance per Unit ($), (iii) Current Balance per Unit ($), (iv) Maturity LTV %, (v) UW IO DSCR (x) and (vi) UW DSCR (x).
(8) For mortgage loans secured by multiple mortgaged properties, each mortgage loan’s Original Balance ($), Current Balance ($), and Maturity/ARD Balance ($) is allocated to the respective mortgaged property based on the mortgage loan documentation or the Mortgage Loan Seller’s determination of the appropriate allocation.
(9) Each number identifies a group of related borrowers.
(10) For each mortgage loan, the excess of the related Interest Rate over the related Servicing Fee Rate and the Trustee Fee Rate (together, the ‘‘Admin Fee’’).
(11) For mortgage loans that are Interest-Only for their entire term and accrue interest on an Actual/360 basis, the Monthly Debt Service ($) was calculated as 1/12th of the product of (i) the Original Balance ($), (ii) the Interest Rate % and (iii) 365/360.
(12) For mortgage loans that are Interest-Only for their entire term and accrue interest on a 30/360 basis, the Monthly Debt Service ($) was calculated as 1/12th of the product of (i) the Original Balance ($) and (ii) the Interest Rate %.
(13) With respect to Loan Nos. 2, 3, the following fields were calculated using the Current Balance ($) for the pari passu notes included in the JPMCC 2008-C2 trust fund only: (i) Monthly Debt Service ($) and (ii) Annual Debt Service ($).
(14) Annual Debt Service ($) is calculated by multiplying the Monthly Debt Service ($) by 12.
(15) For mortgage loans with an Interest-Only period, the Interest-Only period reflects the commencement of the initial Interest-Only period from the respective origination date of the mortgage loan.

Annex A-1-2




Table of Contents
(16) The ‘‘L’’ component of the prepayment provision represents remaining lockout payments.
The ‘‘Def’’ component of the prepayment provision represents remaining defeasance payments.
The ‘‘YM’’ component of the prepayment provision represents remaining yield maintenance payments.
The ‘‘(X)%’’ component of the prepayment provision represents remaining fixed penalty payments.
(17) With respect to Loan Nos. 2, 3, 11, 13 and 15 the ‘‘L’’ component and/or the ‘‘Def’’ component of the prepayment provision could in some cases be impacted by the timing of the securitization of the related pari passu note or related B-note.
(18) The UW DSCR (x) for all partial Interest-Only loans was calculated based on the first principal and interest payment made after the origination date during the term of the mortgage loan.
(19) Represents the amount deposited by the borrower at origination. All or a portion of this amount may have been released pursuant to the terms of the related loan documents.
(20) Represents the monthly amounts required to be deposited by the borrower. The amount required to be deposited in such account may be capped pursuant to the related mortgage loan documents.

Annex A-1-3




Table of Contents

ANNEX A-2

CERTAIN POOL CHARACTERISTICS OF THE MORTGAGE
LOANS AND MORTGAGED PROPERTIES 






                                                                       ANNEX A-2

                              CUT-OFF DATE BALANCES



                                                                                      WEIGHTED AVERAGES
                                                                     ---------------------------------------------------
                                             AGGREGATE      % OF                 STATED            CUT-OFF
                              NUMBER OF       CUT-OFF      INITIAL              REMAINING            DATE     LTV RATIO
                               MORTGAGE         DATE         POOL    MORTGAGE     TERM       UW      LTV         AT
CUT-OFF DATE BALANCES           LOANS         BALANCE      BALANCE     RATE       (MOS.)    DSCR   RATIO(1)  MATURITY(1)
------------------------------------------------------------------------------------------------------------------------

$1,441,259   - $2,999,999         11      $   24,169,656      2.1%    6.5895%      114      1.30x    72.7%       63.7%
$3,000,000   - $3,999,999          7          24,144,401      2.1     7.1011       104      1.33x    62.6%       55.9%
$4,000,000   - $4,999,999         13          58,278,280      5.0     6.5763       119      1.43x    68.8%       58.0%
$5,000,000   - $6,999,999         15          86,057,723      7.4     6.6093       115      1.45x    66.5%       58.0%
$7,000,000   - $9,999,999          5          41,159,356      3.5     7.0262       104      1.27x    70.7%       63.5%
$10,000,000  - $14,999,999         8          96,783,856      8.3     6.9889       100      1.22x    68.7%       63.6%
$15,000,000  - $24,999,999         5          94,680,000      8.1     6.7518       117      1.19x    67.9%       62.3%
$25,000,000  - $99,999,999        12         401,419,764     34.4     6.5712       108      1.40x    70.4%       65.5%
$100,000,000 - $125,200,000        3         339,200,000     29.1     6.4808       102      1.13x    70.5%       66.2%
                              -------------------------------------------------------------------------------------------
TOTAL:                            79      $1,165,893,035    100.0%    6.6247%      107      1.29X    69.6%       64.1%
                              ===========================================================================================


                                 MORTGAGE RATES



                                                                             WEIGHTED AVERAGES
                                                           -----------------------------------------------------
                                   AGGREGATE      % OF                 STATED             CUT-OFF
                    NUMBER OF       CUT-OFF      INITIAL              REMAINING            DATE      LTV RATIO
                     MORTGAGE        DATE         POOL     MORTGAGE     TERM       UW      LTV         AT
MORTGAGE RATES        LOANS         BALANCE      BALANCE     RATE       (MOS.)    DSCR   RATIO(1)   MATURITY(1)
----------------------------------------------------------------------------------------------------------------

5.7800% - 5.9999%        3      $   14,555,116      1.2%    5.8225%      130      2.12x    52.2%        45.0%
6.0000% - 6.2499%        8         149,056,728     12.8     6.0543        95      1.69x    65.2%        63.5%
6.2500% - 6.4999%       13         358,595,522     30.8     6.3520       102      1.16x    72.0%        67.1%
6.5000% - 8.7070%       55         643,685,669     55.2     6.9269       112      1.25x    69.7%        63.0%
                    --------------------------------------------------------------------------------------------
TOTAL:                  79      $1,165,893,035    100.0%    6.6247%      107      1.29X    69.6%        64.1%
                    ============================================================================================


                       ORIGINAL TERM TO MATURITY IN MONTHS



                                                                              WEIGHTED AVERAGES
                                                            ----------------------------------------------------
                                    AGGREGATE       % OF                 STATED            CUT-OFF
                     NUMBER OF       CUT-OFF      INITIAL              REMAINING            DATE     LTV RATIO
ORIGINAL TERM TO     MORTGAGE         DATE         POOL     MORTGAGE     TERM       UW      LTV          AT
MATURITY IN MONTHS      LOANS        BALANCE      BALANCE     RATE      (MOS.)      DSCR  RATIO(1)   MATURITY(1)
----------------------------------------------------------------------------------------------------------------

56 -  72                  5      $   80,673,865      6.9%    6.5831%      54       1.33x    76.5%        74.9%
73 -  84                  1         110,000,000      9.4     6.2515       77       1.10x    68.3%        65.5%
85 - 168                 73         975,219,170     83.6     6.6703      115       1.31x    69.2%        63.0%
                     -------------------------------------------------------------------------------------------
TOTAL:                   79      $1,165,893,035    100.0%    6.6247%     107       1.29X    69.6%        64.1%
                     ===========================================================================================


(1)  With respect to certain mortgage loans, the loan-to-value ratios were based
     upon the "as-stabilized" values rather than the "as-is" values or with
     certain other adjustments.


                                   Annex A-2-1





                      REMAINING TERM TO MATURITY IN MONTHS



                                                                              WEIGHTED AVERAGES
                                                            ----------------------------------------------------
                                    AGGREGATE       % OF                 STATED           CUT-OFF
                     NUMBER OF       CUT-OFF      INITIAL              REMAINING            DATE     LTV RATIO
REMAINING TERM TO    MORTGAGE         DATE         POOL     MORTGAGE     TERM       UW      LTV         AT
MATURITY IN MONTHS      LOANS        BALANCE      BALANCE     RATE      (MOS.)     DSCR   RATIO(1)   MATURITY(1)
----------------------------------------------------------------------------------------------------------------

53 -  60                  5      $   80,673,865      6.9%    6.5831%       54      1.33x    76.5%        74.9%
61 -  84                  1         110,000,000      9.4     6.2515        77      1.10x    68.3%        65.5%
85 - 166                 73         975,219,170     83.6     6.6703       115      1.31x    69.2%        63.0%
                     -------------------------------------------------------------------------------------------
TOTAL:                   79      $1,165,893,035    100.0%    6.6247%      107      1.29X    69.6%        64.1%
                     ===========================================================================================


                     ORIGINAL AMORTIZATION TERM IN MONTHS(2)



                                                                                 WEIGHTED AVERAGES
                                                               ----------------------------------------------------
                                      AGGREGATE       % OF                 STATED            CUT-OFF
                        NUMBER OF      CUT-OFF       INITIAL              REMAINING            DATE     LTV RATIO
ORIGINAL AMORTIZATION    MORTGAGE       DATE           POOL    MORTGAGE     TERM       UW      LTV         AT
TERM IN MONTHS            LOANS        BALANCE       BALANCE     RATE      (MOS.)     DSCR   RATIO(1)   MATURITY(1)
-------------------------------------------------------------------------------------------------------------------

180 - 240                   1       $    4,441,215      0.4%     6.5345%     116      1.16x    62.1%        28.7%
241 - 300                   3           10,732,784      1.0      6.3899      112      1.58x    56.1%        44.5%
301 - 360                  71        1,030,624,036     98.5      6.6922      109      1.23x    70.4%        64.4%
                        -------------------------------------------------------------------------------------------
TOTAL:                     75       $1,045,798,035    100.0%     6.6884%     109      1.23X    70.2%        64.0%
                        ===========================================================================================


                    REMAINING AMORTIZATION TERM IN MONTHS(2)



                                                                                  WEIGHTED AVERAGES
                                                                -----------------------------------------------------
                                        AGGREGATE       % OF                STATED             CUT-OFF
                         NUMBER OF       CUT-OFF      INITIAL              REMAINING            DATE     LTV RATIO
REMAINING AMORTIZATION    MORTGAGE        DATE         POOL     MORTGAGE     TERM       UW       LTV         AT
TERM IN MONTHS             LOANS        BALANCE       BALANCE     RATE      (MOS.)     DSCR   RATIO(1)   MATURITY(1)
--------------------------------------------------------------------------------------------------------------------

176 - 240                     1      $    4,441,215      0.4%    6.5345%      116      1.16x    62.1%        28.7%
241 - 300                     3          10,732,784      1.0     6.3899       112      1.58x    56.1%        44.5%
301 - 360                    71       1,030,624,036     98.5     6.6922       109      1.23x    70.4%        64.4%
                         -------------------------------------------------------------------------------------------
TOTAL:                       75      $1,045,798,035    100.0%    6.6884%      109      1.23X    70.2%        64.0%
                         ===========================================================================================


(1)  With respect to certain mortgage loans, the loan-to-value ratios were based
     upon the "as-stabilized" values rather than the "as-is" values or with
     certain other adjustments.

(2)  Does not include the mortgage loans that are Interest-Only for their entire
     term.


                                   Annex A-2-2





                               AMORTIZATION TYPES



                                                                                    WEIGHTED AVERAGES
                                                               -----------------------------------------------------
                                      AGGREGATE        % OF                 STATED             CUT-OFF
                        NUMBER OF      CUT-OFF       INITIAL              REMAINING             DATE      LTV RATIO
                         MORTGAGE        DATE          POOL    MORTGAGE      TERM       UW       LTV          AT
AMORTIZATION TYPES        LOANS        BALANCE       BALANCE     RATE       (MOS.)     DSCR   RATIO(1)   MATURITY(1)
--------------------------------------------------------------------------------------------------------------------

BALLOON LOANS
Partial Interest-Only      32       $  766,015,000     65.7%    6.6043%      109      1.18x     71.1%       65.8%
Balloon                    43          279,783,035     24.0     6.9187       110      1.37x     67.9%       59.2%
Interest-Only               4          120,095,000     10.3     6.0703        90      1.79x     64.5%       64.5%
                        --------------------------------------------------------------------------------------------
TOTAL:                     79       $1,165,893,035    100.0%    6.6247%      107      1.29X     69.6%       64.1%
                        ============================================================================================


               UNDERWRITTEN CASH FLOW DEBT SERVICE COVERAGE RATIOS



                                                                           WEIGHTED AVERAGES
                                                         -----------------------------------------------------
UNDERWRITTEN                    AGGREGATE        % OF                 STATED             CUT-OFF
CASH FLOW         NUMBER OF      CUT-OFF       INITIAL              REMAINING             DATE      LTV RATIO
DEBT SERVICE       MORTGAGE        DATE          POOL    MORTGAGE      TERM       UW      LTV           AT
COVERAGE RATIOS     LOANS        BALANCE       BALANCE     RATE       (MOS.)     DSCR   RATIO(1)   MATURITY(1)
--------------------------------------------------------------------------------------------------------------

1.10X - 1.14X          4      $  275,700,000     23.6%    6.3389%       98      1.10x     72.1%       68.0%
1.15X - 1.19X         13         137,624,462     11.8     6.8274       106      1.17x     74.8%       67.5%
1.20X - 1.29X         39         446,367,870     38.3     6.6905       114      1.22x     69.3%       62.9%
1.30X - 1.49X         13         228,921,753     19.6     6.7754       103      1.38x     70.8%       66.1%
1.50X - 1.99X          8          41,288,550      3.5     6.7410       108      1.71x     64.9%       56.0%
2.00X - 3.76X          2          35,990,400      3.1     6.1323       123      2.95x     32.3%       31.6%
                  --------------------------------------------------------------------------------------------
TOTAL:                79      $1,165,893,035    100.0%    6.6247%      107      1.29X     69.6%       64.1%
                  ============================================================================================


                           CUT-OFF DATE LTV RATIOS(1)



                                                                           WEIGHTED AVERAGES
                                                       -----------------------------------------------------
                              AGGREGATE        % OF                 STATED             CUT-OFF
                NUMBER OF      CUT-OFF       INITIAL              REMAINING             DATE      LTV RATIO
CUT-OFF DATE     MORTGAGE        DATE          POOL    MORTGAGE      TERM       UW      LTV           AT
LTV RATIOS        LOANS        BALANCE       BALANCE     RATE       (MOS.)     DSCR   RATIO(1)   MATURITY(1)
------------------------------------------------------------------------------------------------------------

17.7% - 50.0%       4       $   45,429,505      3.9%    6.3984%      116      2.67x     34.9%     33.1%
50.1% - 60.0%       8           84,053,777      7.2     7.1347       117      1.30x     57.6%     52.2%
60.1% - 65.0%       8           75,448,887      6.5     6.6476       114      1.27x     61.4%     54.1%
65.1% - 70.0%      13          285,492,764     24.5     6.5204       101      1.17x     68.2%     63.2%
70.1% - 75.0%      25          382,134,989     32.8     6.6885       111      1.26x     72.7%     67.1%
75.1% - 80.0%      20          281,885,605     24.2     6.5057       104      1.22x     77.7%     71.4%
80.1% - 83.3%       1           11,447,509      1.0     7.0300        54      1.29x     83.3%     79.3%
                --------------------------------------------------------------------------------------------
TOTAL:             79       $1,165,893,035    100.0%    6.6247%      107      1.29X     69.6%     64.1%
                ============================================================================================


(1)  With respect to certain mortgage loans, the loan-to-value ratios were based
     upon the "as-stabilized" values rather than the "as-is" values or with
     certain other adjustments.


                                   Annex A-2-3





                           MATURITY DATE LTV RATIOS(1)



                                                                         WEIGHTED AVERAGES
                                                       -----------------------------------------------------
                               AGGREGATE       % OF                 STATED             CUT-OFF
                NUMBER OF       CUT-OFF      INITIAL              REMAINING             DATE      LTV RATIO
MATURITY DATE    MORTGAGE         DATE         POOL    MORTGAGE      TERM       UW      LTV           AT
LTV RATIOS        LOANS         BALANCE      BALANCE     RATE       (MOS.)     DSCR   RATIO(1)   MATURITY(1)
------------------------------------------------------------------------------------------------------------

13.3% - 50.0%        8      $   69,160,713      5.9%    6.7249%      116      2.21x     42.0%       36.7%
50.1% - 60.0%       19         182,112,679     15.6     6.7016       115      1.27x     61.6%       55.7%
60.1% - 65.0%       18         234,322,575     20.1     6.8785       116      1.28x     70.3%       62.9%
65.1% - 70.0%       23         471,697,559     40.5     6.5480       103      1.16x     73.1%       67.6%
70.1% - 75.0%        8         145,782,000     12.5     6.4581       113      1.27x     75.9%       71.3%
75.1% - 79.0%        1           7,450,000      0.6     7.0100        56      1.19x     79.3%       76.0%
79.1% - 79.3%        2          55,367,509      4.7     6.2130        53      1.36x     80.1%       79.3%
                --------------------------------------------------------------------------------------------
TOTAL:              79      $1,165,893,035    100.0%    6.6247%      107      1.29X     69.6%       64.1%
                ============================================================================================


                         TYPE OF MORTGAGED PROPERTIES(2)



                                                                      WEIGHTED AVERAGES
                                                                 ----------------------------
                                         AGGREGATE       % OF            CUT-OFF
                          NUMBER OF       CUT-OFF      INITIAL             DATE
                          MORTGAGED         DATE         POOL      UW      LTV
PROPERTY TYPE            PROPERTIES       BALANCE      BALANCE    DSCR   RATIO(1)   OCCUPANCY
---------------------------------------------------------------------------------------------

RETAIL
Anchored                      20      $  355,164,564     30.5%   1.14x     71.0%      96.1%
Unanchored                    16          61,861,964      5.3    1.22x     69.3%      97.3%
Shadow Anchored                2           6,541,259      0.6    1.25x     68.2%     100.0%
                         --------------------------------------------------------------------
SUBTOTAL:                     38      $  423,567,787     36.3%   1.15X     70.7%      96.4%

OFFICE
Suburban                       9      $  141,009,441     12.1%   1.54x     61.9%      96.4%
CBD                            3          91,120,000      7.8    1.32x     74.6%      99.4%
Medical                        8          77,845,000      6.7    1.31x     78.3%     100.0%
                         --------------------------------------------------------------------
SUBTOTAL:                     20      $  309,974,441     26.6%   1.42X     69.8%      98.2%

HOTEL
Full Service                   5      $  158,518,557     13.6%   1.25x     70.1%       NAP
Limited Service               14          81,225,952      7.0    1.49x     69.0%       NAP
Extended Stay                  1           5,500,000      0.5    1.75x     74.3%       NAP
                         --------------------------------------------------------------------
SUBTOTAL:                     20      $  245,244,510     21.0%   1.34X     69.8%       NAP

MULTIFAMILY
Garden                         8      $   55,898,465      4.8%   1.23x     73.2%      95.1%
Mid/High Rise                  2           9,177,180      0.8    2.57x     43.7%      97.3%
Low Rise                       1             405,000      0.0    1.20x     79.1%      88.0%
                         --------------------------------------------------------------------
SUBTOTAL:                     11      $   65,480,645      5.6%   1.42X     69.1%      95.4%

INDUSTRIAL
Warehouse/Distribution        11      $   38,955,549      3.3%   1.30x     63.4%      96.9%
Flex                           4           4,185,000      0.4    1.20x     79.1%     100.0%
                         --------------------------------------------------------------------
SUBTOTAL:                     15      $   43,140,549      3.7%   1.29X     64.9%      97.2%

MIXED USE
Industrial/Office              2      $   22,585,645      1.9%   1.25x     62.4%      90.9%
Office/Warehouse               2          13,336,645      1.1    1.27x     69.3%      98.5%
Multifamily/Retail             1           5,035,000      0.4    1.20x     79.1%      94.4%
                         --------------------------------------------------------------------
SUBTOTAL:                      5      $   40,957,289      3.5%   1.25X     66.7%      93.8%

SELF STORAGE                   5      $   23,527,814      2.0%   1.22x     71.7%      76.1%

PARKING GARAGE                 4      $   14,000,000      1.2%   1.30x     50.7%       NAP
                         --------------------------------------------------------------------
TOTAL:                       118      $1,165,893,035    100.0%   1.29X     69.6%      96.3%
                         ====================================================================


(1)  With respect to certain mortgage loans, the loan-to-value ratios were based
     upon the "as-stabilized" values rather than the "as-is" values or with
     certain other adjustments.

(2)  Because this table is presented at the Mortgaged Property level, certain
     information is based on allocated loan amounts for mortgage loans secured
     by more than one Mortgaged Property. As a result, the weighted averages
     presented in this table may deviate slightly from weighted averages
     presented at the mortgage loan level in other tables in this prospectus.


                                   Annex A-2-4





                       MORTGAGED PROPERTIES BY LOCATION(1)



                                                                                WEIGHTED AVERAGES
                                                               ----------------------------------------------------
                                       AGGREGATE       % OF                STATED             CUT-OFF
                        NUMBER OF       CUT-OFF      INITIAL              REMAINING             DATE      LTV RATIO
                        MORTGAGED        DATE          POOL    MORTGAGE      TERM       UW      LTV           AT
LOCATION               PROPERTIES       BALANCE      BALANCE     RATE       (MOS.)     DSCR   RATIO(2)   MATURITY(2)
--------------------------------------------------------------------------------------------------------------------

California                   4      $  247,233,826    21.2%     6.3312%       96      1.10x     70.7%       66.8%
Pennsylvania                 6          96,144,169     8.2      7.0255       113      1.25x     71.8%       64.8%
Wisconsin                   16          92,224,995     7.9      6.9104       117      1.31x     73.5%       66.2%
Arizona                      2          79,072,344     6.8      6.8499       116      1.21x     69.3%       63.7%
Maryland                     4          62,259,508     5.3      6.6324       116      2.07x     48.5%       44.9%
Massachusetts                2          48,384,716     4.2      5.9862        58      1.37x     78.8%       77.8%
Texas                        5          47,496,141     4.1      6.5738        99      1.22x     69.2%       63.9%
New Jersey                   4          43,873,851     3.8      6.7579       115      1.17x     75.2%       68.8%
Nevada                       1          42,250,000     3.6      6.5215       114      1.21x     60.4%       56.8%
Washington                   1          42,000,000     3.6      6.0100       108      1.48x     70.5%       70.5%
District Of Columbia         3          35,987,313     3.1      6.4933       114      1.20x     75.0%       65.7%
Georgia                      4          35,218,174     3.0      6.6369       114      1.19x     72.1%       65.5%
Ohio                         8          34,704,610     3.0      7.2422       103      1.31x     60.8%       54.9%
South Carolina               2          32,782,656     2.8      6.8417       116      1.23x     69.2%       64.1%
Florida                      5          31,457,244     2.7      7.0335        93      1.29x     74.0%       67.1%
Iowa                        20          28,436,018     2.4      6.9212       115      1.21x     76.1%       67.5%
Oregon                       3          26,685,000     2.3      6.6076       115      1.25x     62.0%       57.7%
New York                     5          26,345,567     2.3      6.4295       123      1.76x     57.6%       50.9%
Louisiana                    1          21,500,000     1.8      6.5854       116      1.16x     78.2%       71.4%
Alabama                      4          20,807,285     1.8      6.5798       116      1.36x     69.2%       56.2%
Missouri                     4          20,114,582     1.7      6.9056       115      1.33x     75.9%       66.6%
North Carolina               1           7,215,693     0.6      6.8689       114      1.41x     70.7%       61.8%
Montana                      1           6,200,000     0.5      6.1200       116      1.28x     65.3%       58.4%
Minnesota                    1           5,836,160     0.5      6.6400       112      1.68x     79.4%       69.0%
Tennessee                    2           5,760,570     0.5      6.8191       115      1.21x     70.8%       61.7%
West Virginia                1           5,565,469     0.5      6.3700       114      1.59x     71.4%       61.5%
New Mexico                   1           4,224,266     0.4      7.2700       118      1.27x     70.4%       61.9%
Indiana                      1           4,150,000     0.4      6.6400       112      1.20x     76.7%       68.9%
Virginia                     2           3,923,123     0.3      7.1911       117      1.20x     70.2%       61.8%
Illinois                     1           3,067,755     0.3      6.4630       112      1.42x     62.6%       49.8%
Arkansas                     1           2,452,000     0.2      6.3900       115      1.19x     78.1%       71.1%
Utah                         1           1,310,000     0.1      6.9760       116      1.20x     79.1%       70.3%
Nebraska                     1           1,210,000     0.1      6.9760       116      1.20x     79.1%       70.3%
                       ---------------------------------------------------------------------------------------------
TOTAL:                     118      $1,165,893,035   100.0%     6.6247%      107      1.29X     69.6%       64.1%
                       =============================================================================================


(1)  Because this table is presented at the Mortgaged Property level, certain
     information is based on allocated loan amounts for mortgage loans secured
     by more than one Mortgaged Property. As a result, the weighted averages
     presented in this table may deviate slightly from weighted averages
     presented at the mortgage loan level in other tables in this prospectus.

(2)  With respect to certain mortgage loans, the loan-to-value ratios were based
     upon the "as-stabilized" values rather than the "as-is" values or with
     certain other adjustments.


                                  Annex A-2-5





                          YEARS BUILT/RENOVATED(1),(2)



                                                                           WEIGHTED AVERAGES
                                                          ----------------------------------------------------
                                  AGGREGATE       % OF                 STATED           CUT-OFF
                   NUMBER OF       CUT-OFF      INITIAL              REMAINING            DATE     LTV RATIO
YEARS              MORTGAGED        DATE          POOL    MORTGAGE      TERM      UW      LTV          AT
BUILT/RENOVATED   PROPERTIES       BALANCE      BALANCE     RATE       (MOS.)    DSCR   RATIO(3)   MATURITY(3)
--------------------------------------------------------------------------------------------------------------

1940 - 1979             5      $   26,891,314      2.3%    7.3669%      106      1.27x    59.0%       54.8%
1980 - 1989             9         102,650,957      8.8     6.3554        85      1.79x    64.4%       62.6%
1990 - 1999            22         255,563,403     21.9     6.5722        93      1.18x    70.5%       65.3%
2000 - 2004            24         130,906,370     11.2     6.8758       115      1.29x    70.5%       63.8%
2005 - 2008            58         649,880,992     55.7     6.6066       115      1.25x    70.3%       64.2%
                  --------------------------------------------------------------------------------------------
TOTAL:                118      $1,165,893,035    100.0%    6.6247%      107      1.29X    69.6%       64.1%
                  ============================================================================================


                              PREPAYMENT PROTECTION



                                                                             WEIGHTED AVERAGES
                                                           -----------------------------------------------------
                                   AGGREGATE       % OF                 STATED             CUT-OFF
                    NUMBER OF       CUT-OFF      INITIAL              REMAINING            DATE      LTV RATIO
PREPAYMENT           MORTGAGE         DATE         POOL    MORTGAGE     TERM       UW      LTV           AT
PROTECTION            LOANS         BALANCE      BALANCE     RATE      (MOS.)     DSCR    RATIO(3)   MATURITY(3)
----------------------------------------------------------------------------------------------------------------

Defeasance              66      $1,081,903,150     92.8%    6.6216%      107      1.28x     69.5%       64.1%
Yield Maintenance       10          54,326,683      4.7     6.5108       115      1.35x     71.4%       62.1%
Fixed Penalty            1          11,447,509      1.0     7.0300        54      1.29x     83.3%       79.3%
Def/Fixed Penalty        1          11,000,000      0.9     6.9100       113      1.20x     58.8%       55.7%
Def, Def/YM              1           7,215,693      0.6     6.8689       114      1.41x     70.7%       61.8%
                    --------------------------------------------------------------------------------------------
TOTAL:                  79      $1,165,893,035    100.0%    6.6247%      107      1.29X     69.6%       64.1%
                    ============================================================================================


                          PARTIAL INTEREST-ONLY PERIODS



                                                                             WEIGHTED AVERAGES
                                                           ----------------------------------------------------
                                  AGGREGATE      % OF                   STATED             CUT-OFF
                    NUMBER OF      CUT-OFF     INITIAL                REMAINING             DATE     LTV RATIO
PARTIAL INTEREST-    MORTGAGE        DATE        POOL      MORTGAGE      TERM      UW        LTV         AT
ONLY PERIODS          LOANS        BALANCE     BALANCE       RATE       (MOS.)    DSCR    RATIO(3)   MATURITY(3)
----------------------------------------------------------------------------------------------------------------

 6 - 35                 15      $188,728,000      24.6%     6.8978%      113      1.24x     73.4%       65.9%
36 - 47                 10       314,482,000      41.1      6.5013       102      1.16x     70.3%       65.4%
48 - 60                  7       262,805,000      34.3      6.5167       113      1.16x     70.3%       66.0%
                    --------------------------------------------------------------------------------------------
                        32      $766,015,000     100.0%     6.6043%      109      1.18X     71.1%       65.8%
                    ============================================================================================


(1)  Range of Years Built/Renovated references the earlier of the year built or
     with respect to renovated properties, the year of the most recent
     renovation date with respect to each Mortgaged Property.

(2)  Because this table is presented at the Mortgaged Property level, certain
     information is based on allocated loan amounts for mortgage loans secured
     by more than one Mortgaged Property. As a result, the weighted averages
     presented in this table may deviate slightly from weighted averages
     presented at the mortgage loan level in other tables in this prospectus.

(3)  With respect to certain mortgage loans, the loan-to-value ratios were based
     upon the "as-stabilized" values rather than the "as-is" values or with
     certain other adjustments.


                                   Annex A-2-6





              CUT-OFF DATE BALANCES FOR LOAN GROUP 1 MORTGAGE LOANS



                                                                                       WEIGHTED AVERAGES
                                                                      --------------------------------------------------
                                           AGGREGATE        % OF                   STATED          CUT-OFF
                             NUMBER OF      CUT-OFF       INITIAL                REMAINING           DATE     LTV RATIO
                              MORTGAGE       DATE       LOAN GROUP 1  MORTGAGE     TERM       UW     LTV         AT
CUT-OFF DATE BALANCES          LOANS        BALANCE       BALANCE       RATE       (MOS.)    DSCR  RATIO(1)  MATURITY(1)
------------------------------------------------------------------------------------------------------------------------

  $1,441,259 -   $2,999,999       8     $   16,900,837       1.5%      6.5919%      114     1.30x    72.8%      63.3%
  $3,000,000 -   $3,999,999       7         24,144,401       2.2       7.1011       104     1.33x    62.6%      55.9%
  $4,000,000 -   $4,999,999      10         44,951,100       4.1       6.6244       115     1.22x    73.1%      61.3%
  $5,000,000 -   $6,999,999      14         80,400,586       7.3       6.5857       115     1.47x    65.7%      57.3%
  $7,000,000 -   $9,999,999       5         41,159,356       3.7       7.0262       104     1.27x    70.7%      63.5%
 $10,000,000 -  $14,999,999       6         73,961,347       6.7       7.0424       104     1.20x    66.0%      60.7%
 $15,000,000 -  $24,999,999       4         78,680,000       7.1       6.9047       117     1.19x    68.5%      63.0%
 $25,000,000 -  $99,999,999      12        401,419,764      36.5       6.5712       108     1.40x    70.4%      65.5%
$100,000,000 - $125,200,000       3        339,200,000      30.8       6.4808       102     1.13x    70.5%      66.2%
                             -------------------------------------------------------------------------------------------
TOTAL:                           69     $1,100,817,391     100.0%      6.6310%      107     1.28X    69.7%      64.1%
                             ===========================================================================================


                 MORTGAGE RATES FOR LOAN GROUP 1 MORTGAGE LOANS


                                                                             WEIGHTED AVERAGES
                                                            --------------------------------------------------
                                 AGGREGATE        % OF                   STATED          CUT-OFF
                   NUMBER OF      CUT-OFF       INITIAL                REMAINING           DATE     LTV RATIO
                    MORTGAGE       DATE       LOAN GROUP 1  MORTGAGE     TERM       UW     LTV         AT
MORTGAGE RATES       LOANS        BALANCE       BALANCE       RATE       (MOS.)    DSCR  RATIO(1)  MATURITY(1)
--------------------------------------------------------------------------------------------------------------

5.8400% - 5.9999%       2     $    9,564,716       0.9%      5.8447%      111     1.26x    70.2%      61.5%
6.0000% - 6.4999%      19        489,200,250      44.4       6.2726        99     1.32x    70.1%      66.2%
6.5000% - 8.7070%      48        602,052,424      54.7       6.9347       113     1.25x    69.3%      62.5%
                   -------------------------------------------------------------------------------------------
TOTAL:                 69     $1,100,817,391     100.0%      6.6310%      107     1.28X    69.7%      64.1%
                   ===========================================================================================


       ORIGINAL TERM TO MATURITY IN MONTHS FOR LOAN GROUP 1 MORTGAGE LOANS



                                                                              WEIGHTED AVERAGES
                                                             --------------------------------------------------
                                  AGGREGATE        % OF                   STATED          CUT-OFF
                    NUMBER OF      CUT-OFF       INITIAL                REMAINING           DATE     LTV RATIO
ORIGINAL TERM TO     MORTGAGE       DATE       LOAN GROUP 1  MORTGAGE     TERM       UW     LTV         AT
MATURITY IN MONTHS    LOANS        BALANCE       BALANCE       RATE       (MOS.)    DSCR  RATIO(1)  MATURITY(1)
---------------------------------------------------------------------------------------------------------------

 56 -  71                4     $   69,226,357       6.3%      6.5092%       54     1.34x    75.3%      74.2%
 72 -  84                1        110,000,000      10.0       6.2515        77     1.10x    68.3%      65.5%
 85 - 120               63        915,043,034      83.1       6.6846       114     1.30x    69.5%      63.3%
121 - 121                1          6,548,000       0.6       6.8100       121     1.20x    59.3%      51.3%
                    -------------------------------------------------------------------------------------------
TOTAL:                  69     $1,100,817,391     100.0%      6.6310%      107     1.28X    69.7%      64.1%
                    ===========================================================================================


(1)  With respect to certain mortgage loans, the loan-to-value ratios were based
     upon the  "as-stabilized"  values  rather than the  "as-is"  values or with
     certain other adjustments.


                                   Annex A-2-7





      REMAINING TERM TO MATURITY IN MONTHS FOR LOAN GROUP 1 MORTGAGE LOANS



                                                                              WEIGHTED AVERAGES
                                                             --------------------------------------------------
                                  AGGREGATE        % OF                   STATED          CUT-OFF
                    NUMBER OF      CUT-OFF       INITIAL                REMAINING           DATE     LTV RATIO
REMAINING TERM TO    MORTGAGE        DATE      LOAN GROUP 1  MORTGAGE     TERM       UW     LTV         AT
MATURITY IN MONTHS    LOANS        BALANCE       BALANCE       RATE       (MOS.)    DSCR  RATIO(1)  MATURITY(1)
---------------------------------------------------------------------------------------------------------------

 53 -  60                4     $   69,226,357        6.3%     6.5092%       54     1.34x    75.3%      74.2%
 61 -  84                1        110,000,000       10.0      6.2515        77     1.10x    68.3%      65.5%
 85 - 120               63        915,043,034       83.1      6.6846       114     1.30x    69.5%      63.3%
121 - 121                1          6,548,000        0.6      6.8100       121     1.20x    59.3%      51.3%
                    -------------------------------------------------------------------------------------------
TOTAL:                  69     $1,100,817,391      100.0%     6.6310%      107     1.28X    69.7%      64.1%
                    ===========================================================================================


     ORIGINAL AMORTIZATION TERM IN MONTHS FOR LOAN GROUP 1 MORTGAGE LOANS(2)



                                                                                 WEIGHTED AVERAGES
                                                                --------------------------------------------------
                                     AGGREGATE        % OF                   STATED          CUT-OFF
                       NUMBER OF      CUT-OFF       INITIAL                REMAINING           DATE     LTV RATIO
ORIGINAL AMORTIZATION   MORTGAGE        DATE      LOAN GROUP 1  MORTGAGE     TERM       UW     LTV         AT
MATURITY IN MONTHS       LOANS        BALANCE       BALANCE       RATE       (MOS.)    DSCR  RATIO(1)  MATURITY(1)
------------------------------------------------------------------------------------------------------------------

180 - 240                   1      $  4,441,215         0.5%     6.5345%      116     1.16x    62.1%      28.7%
241 - 300                   3        10,732,784         1.1      6.3899       112     1.58x    56.1%      44.5%
301 - 360                  61       965,548,392        98.5      6.7039       109     1.21x    70.5%      64.5%
                       -------------------------------------------------------------------------------------------
TOTAL:                     65      $980,722,391       100.0%     6.6997%      109     1.22X    70.3%      64.1%
                       ===========================================================================================


    REMAINING AMORTIZATION TERM IN MONTHS FOR LOAN GROUP 1 MORTGAGE LOANS(2)



                                                                                  WEIGHTED AVERAGES
                                                                 --------------------------------------------------
                                      AGGREGATE        % OF                   STATED          CUT-OFF
                        NUMBER OF      CUT-OFF       INITIAL                REMAINING           DATE     LTV RATIO
REMAINING AMORTIZATION   MORTGAGE        DATE      LOAN GROUP 1  MORTGAGE     TERM       UW     LTV         AT
MATURITY IN MONTHS        LOANS        BALANCE       BALANCE       RATE       (MOS.)    DSCR  RATIO(1)  MATURITY(1)
-------------------------------------------------------------------------------------------------------------------

176 - 240                    1      $  4,441,215         0.5%     6.5345%      116     1.16x    62.1%      28.7%
241 - 300                    3        10,732,784         1.1      6.3899       112     1.58x    56.1%      44.5%
301 - 360                   61       965,548,392        98.5      6.7039       109     1.21x    70.5%      64.5%
                        -------------------------------------------------------------------------------------------
TOTAL:                      65      $980,722,391       100.0%     6.6997%      109     1.22X    70.3%      64.1%
                        ===========================================================================================


(1)  With respect to certain mortgage loans, the loan-to-value ratios were based
     upon the  "as-stabilized"  values  rather than the  "as-is"  values or with
     certain other adjustments.

(2)  Does not include the mortgage loans that are Interest-Only for their entire
     term.


                                   Annex A-2-8





               AMORTIZATION TYPES FOR LOAN GROUP 1 MORTGAGE LOANS



                                                                                        WEIGHTED AVERAGES
                                                                    ----------------------------------------------------
                                      AGGREGATE          % OF                   STATED            CUT-OFF
                        NUMBER OF      CUT-OFF         INITIAL                 REMAINING            DATE      LTV RATIO
                         MORTGAGE        DATE        LOAN GROUP 1   MORTGAGE     TERM       UW      LTV          AT
AMORTIZATION TYPES        LOANS        BALANCE         BALANCE        RATE      (MOS.)     DSCR   RATIO(1)   MATURITY(1)
------------------------------------------------------------------------------------------------------------------------

BALLOON LOANS
Partial Interest-Only       27      $  729,833,000       66.3%       6.6176%      108      1.18x    71.1%       65.9%
Balloon                     38         250,889,391       22.8        6.9386       111      1.34x    67.8%       58.8%
Interest-Only                4         120,095,000       10.9        6.0703        90      1.79x    64.5%       64.5%
                        ------------------------------------------------------------------------------------------------
TOTAL:                      69      $1,100,817,391      100.0%       6.6310%      107      1.28X    69.7%       64.1%
                        ================================================================================================


 UNDERWRITTEN CASH FLOW DEBT SERVICE COVERAGE RATIOS FOR LOAN GROUP 1 MORTGAGE
                                     LOANS



                                                                                   WEIGHTED AVERAGES
                                                              ----------------------------------------------------
UNDERWRITTEN                    AGGREGATE          % OF                   STATED            CUT-OFF
CASH FLOW         NUMBER OF      CUT-OFF         INITIAL                 REMAINING            DATE      LTV RATIO
DEBT SERVICE       MORTGAGE        DATE        LOAN GROUP 1   MORTGAGE     TERM       UW      LTV          AT
COVERAGE RATIOS     LOANS        BALANCE         BALANCE        RATE      (MOS.)     DSCR   RATIO(1)   MATURITY(1)
------------------------------------------------------------------------------------------------------------------

1.10X - 1.14X          4      $  275,700,000       25.0%       6.3389%       98      1.10x    72.1%       68.0%
1.15X - 1.19X         10         125,328,546       11.4        6.8266       105      1.17x    74.6%       67.5%
1.20X - 1.29X         34         401,190,361       36.4        6.7109       115      1.22x    69.0%       62.4%
1.30X - 1.49X         12         226,309,934       20.6        6.7774       102      1.38x    70.8%       66.2%
1.50X - 1.99X          8          41,288,550        3.8        6.7410       108      1.71x    64.9%       56.0%
2.00X - 2.82X          1          31,000,000        2.8        6.1890       116      2.82x    34.6%       34.6%
                  ------------------------------------------------------------------------------------------------
TOTAL:                69      $1,100,817,391      100.0%       6.6310%      107      1.28X    69.7%       64.1%
                  ================================================================================================


           CUT-OFF DATE LTV RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS(1)



                                                                                WEIGHTED AVERAGES
                                                            ----------------------------------------------------
                               AGGREGATE         % OF                   STATED            CUT-OFF
                NUMBER OF       CUT-OFF        INITIAL                 REMAINING            DATE      LTV RATIO
CUT-OFF DATE     MORTGAGE         DATE       LOAN GROUP 1   MORTGAGE     TERM       UW      LTV          AT
LTV RATIOS        LOANS         BALANCE        BALANCE        RATE      (MOS.)     DSCR   RATIO(1)   MATURITY(1)
----------------------------------------------------------------------------------------------------------------

34.6% - 50.0%        3      $   40,439,105        3.7%       6.4747%      110      2.53x    37.1%        35.5%
50.1% - 60.0%        8          84,053,777        7.6        7.1347       117      1.30x    57.6%        52.2%
60.1% - 65.0%        8          75,448,887        6.9        6.6476       114      1.27x    61.4%        54.1%
65.1% - 70.0%       11         266,880,944       24.2        6.5508       100      1.17x    68.4%        63.5%
70.1% - 75.0%       22         364,368,209       33.1        6.6878       111      1.26x    72.7%        67.1%
75.1% - 79.8%       17         269,626,469       24.5        6.4954       103      1.22x    77.8%        71.5%
                ------------------------------------------------------------------------------------------------
TOTAL:              69      $1,100,817,391      100.0%       6.6310%      107      1.28X    69.7%        64.1%
                ================================================================================================


(1)  With respect to certain mortgage loans, the loan-to-value ratios were based
     upon the "as-stabilized" values rather than the "as-is" values or with
     certain other adjustments.


                                   Annex A-2-9





           MATURITY DATE LTV RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS(1)



                                                                                WEIGHTED AVERAGES
                                                            ----------------------------------------------------
                              AGGREGATE          % OF                   STATED            CUT-OFF
                NUMBER OF      CUT-OFF         INITIAL                 REMAINING            DATE      LTV RATIO
MATURITY DATE    MORTGAGE        DATE        LOAN GROUP 1   MORTGAGE     TERM       UW      LTV          AT
LTV RATIOS        LOANS        BALANCE         BALANCE        RATE      (MOS.)     DSCR   RATIO(1)   MATURITY(1)
----------------------------------------------------------------------------------------------------------------

28.7% - 50.0%        7      $   64,170,313        5.8%       6.7984%      112      2.09x    43.9%       38.6%
50.1% - 60.0%       17         163,500,860       14.9        6.7718       115      1.27x    61.1%       55.4%
60.1% - 70.0%       36         678,446,218       61.6        6.6542       107      1.20x    72.1%       66.0%
70.1% - 75.0%        7         143,330,000       13.0        6.4593       113      1.27x    75.8%       71.3%
75.1% - 79.3%        2          51,370,000        4.7        6.1465        53      1.35x    79.3%       78.8%
                ------------------------------------------------------------------------------------------------
TOTAL:              69      $1,100,817,391      100.0%       6.6310%      107      1.28X    69.7%       64.1%
                ================================================================================================


         TYPE OF MORTGAGED PROPERTIES FOR LOAN GROUP 1 MORTGAGE LOANS(2)



                                                                            WEIGHTED AVERAGES
                                                                      ---------------------------
                                        AGGREGATE          % OF              CUT-OFF
                          NUMBER OF      CUT-OFF         INITIAL               DATE
                          MORTGAGED        DATE        LOAN GROUP 1    UW      LTV
PROPERTY TYPE            PROPERTIES      BALANCE         BALANCE      DSCR   RATIO(1)   OCCUPANCY
-------------------------------------------------------------------------------------------------

RETAIL
Anchored                      20      $  355,164,564       32.3%      1.14x    71.0%       96.1%
Unanchored                    16          61,861,964        5.6       1.22x    69.3%       97.3%
Shadow Anchored                2           6,541,259        0.6       1.25x    68.2%      100.0%
                         ------------------------------------------------------------------------
SUBTOTAL:                     38      $  423,567,787       38.5%      1.15X    70.7%       96.4%

OFFICE
Suburban                       9      $  141,009,441       12.8%      1.54x    61.9%       96.4%
CBD                            3          91,120,000        8.3       1.32x    74.6%       99.4%
Medical                        8          77,845,000        7.1       1.31x    78.3%      100.0%
                         ------------------------------------------------------------------------
SUBTOTAL:                     20      $  309,974,441       28.2%      1.42X    69.8%       98.2%

HOTEL
Full Service                   5      $  158,518,557       14.4%      1.25x    70.1%        NAP
Limited Service               14          81,225,952        7.4       1.49x    69.0%        NAP
Extended Stay                  1           5,500,000        0.5       1.75x    74.3%        NAP
                         ------------------------------------------------------------------------
SUBTOTAL:                     20      $  245,244,510       22.3%      1.34X    69.8%        NAP

INDUSTRIAL
Warehouse/Distribution        11      $   38,955,549        3.5%      1.30x    63.4%       96.9%
Flex                           4           4,185,000        0.4       1.20x    79.1%      100.0%
                         ------------------------------------------------------------------------
SUBTOTAL:                     15      $   43,140,549        3.9%      1.29X    64.9%       97.2%

MIXED USE
Industrial/Office              2      $   22,585,645        2.1%      1.25x    62.4%       90.9%
Office/Warehouse               2          13,336,645        1.2       1.27x    69.3%       98.5%
Multifamily/Retail             1           5,035,000        0.5       1.20x    79.1%       94.4%
                         ------------------------------------------------------------------------
SUBTOTAL:                      5      $   40,957,289        3.7%      1.25X    66.7%       93.8%

SELF STORAGE                   5      $   23,527,814        2.1%      1.22x    71.7%       76.1%

PARKING GARAGE                 4      $   14,000,000        1.3%      1.30x    50.7%        NAP

MULTIFAMILY
Low Rise                       1      $      405,000       0.04%      1.20x    79.1%       88.0%
                         ------------------------------------------------------------------------
TOTAL:                       108      $1,100,817,391      100.0%      1.28X    69.7%       96.4%
                         ========================================================================


(1)  With respect to certain mortgage loans, the loan-to-value ratios were based
     upon the "as-stabilized" values rather than the "as-is" values or with
     certain other adjustments.

(2)  Because this table is presented at the Mortgaged Property level, certain
     information is based on allocated loan amounts for mortgage loans secured
     by more than one Mortgaged Property. As a result, the weighted averages
     presented in this table may deviate slightly from weighted averages
     presented at the mortgage loan level in other tables in this prospectus.


                                  Annex A-2-10





       MORTGAGED PROPERTIES BY LOCATION FOR LOAN GROUP 1 MORTGAGE LOANS(1)



                                                                                      WEIGHTED AVERAGES
                                                                    -----------------------------------------------------
                                       AGGREGATE        % OF                     STATED            CUT-OFF
                        NUMBER OF       CUT-OFF        INITIAL                 REMAINING             DATE      LTV RATIO
                        MORTGAGED        DATE        LOAN GROUP 1   MORTGAGE     TERM        UW       LTV          AT
LOCATION               PROPERTIES       BALANCE        BALANCE        RATE       (MOS.)     DSCR   RATIO(2)   MATURITY(2)
-------------------------------------------------------------------------------------------------------------------------

California                   4      $  247,233,826       22.5%       6.3312%       96      1.10x     70.7%       66.8%
Pennsylvania                 6          96,144,169        8.7        7.0255       113      1.25x     71.8%       64.8%
Wisconsin                   16          92,224,995        8.4        6.9104       117      1.31x     73.5%       66.2%
Arizona                      2          79,072,344        7.2        6.8499       116      1.21x     69.3%       63.7%
Maryland                     4          62,259,508        5.7        6.6324       116      2.07x     48.5%       44.9%
Massachusetts                2          48,384,716        4.4        5.9862        58      1.37x     78.8%       77.8%
New Jersey                   4          43,873,851        4.0        6.7579       115      1.17x     75.2%       68.8%
Nevada                       1          42,250,000        3.8        6.5215       114      1.21x     60.4%       56.8%
Washington                   1          42,000,000        3.8        6.0100       108      1.48x     70.5%       70.5%
District Of Columbia         3          35,987,313        3.3        6.4933       114      1.20x     75.0%       65.7%
Georgia                      4          35,218,174        3.2        6.6369       114      1.19x     72.1%       65.5%
South Carolina               2          32,782,656        3.0        6.8417       116      1.23x     69.2%       64.1%
Ohio                         7          32,092,791        2.9        7.2945       102      1.30x     60.1%       54.5%
Iowa                        20          28,436,018        2.6        6.9212       115      1.21x     76.1%       67.5%
Oregon                       2          24,480,000        2.2        6.5921       115      1.25x     61.2%       57.2%
Louisiana                    1          21,500,000        2.0        6.5854       116      1.16x     78.2%       71.4%
New York                     4          21,355,167        1.9        6.5813       113      1.30x     67.0%       59.7%
Alabama                      4          20,807,285        1.9        6.5798       116      1.36x     69.2%       56.2%
Texas                        3          20,121,141        1.8        7.0152        74      1.21x     71.2%       66.1%
Florida                      4          20,009,736        1.8        7.0355       115      1.28x     68.7%       60.1%
Missouri                     2          10,270,666        0.9        6.8668       114      1.50x     75.5%       66.5%
North Carolina               1           7,215,693        0.7        6.8689       114      1.41x     70.7%       61.8%
Montana                      1           6,200,000        0.6        6.1200       116      1.28x     65.3%       58.4%
Minnesota                    1           5,836,160        0.5        6.6400       112      1.68x     79.4%       69.0%
Tennessee                    2           5,760,570        0.5        6.8191       115      1.21x     70.8%       61.7%
West Virginia                1           5,565,469        0.5        6.3700       114      1.59x     71.4%       61.5%
New Mexico                   1           4,224,266        0.4        7.2700       118      1.27x     70.4%       61.9%
Virginia                     2           3,923,123        0.4        7.1911       117      1.20x     70.2%       61.8%
Illinois                     1           3,067,755        0.3        6.4630       112      1.42x     62.6%       49.8%
Utah                         1           1,310,000        0.1        6.9760       116      1.20x     79.1%       70.3%
Nebraska                     1           1,210,000        0.1        6.9760       116      1.20x     79.1%       70.3%
                       --------------------------------------------------------------------------------------------------
TOTAL:                     108      $1,100,817,391      100.0%       6.6310%       107      1.28X     69.7%       64.1%
                       ==================================================================================================


(1)  Because this table is presented at the Mortgaged Property level, certain
     information is based on allocated loan amounts for mortgage loans secured
     by more than one Mortgaged Property. As a result, the weighted averages
     presented in this table may deviate slightly from weighted averages
     presented at the mortgage loan level in other tables in this prospectus.

(2)  With respect to certain mortgage loans, the loan-to-value ratios were based
     upon the "as-stabilized" values rather than the "as-is" values or with
     certain other adjustments.


                                  Annex A-2-11





          YEARS BUILT/RENOVATED FOR LOAN GROUP 1 MORTGAGE LOANS(1),(2)



                                                                                 WEIGHTED AVERAGES
                                                               -----------------------------------------------------
                                  AGGREGATE        % OF                     STATED             CUT-OFF
                   NUMBER OF       CUT-OFF        INITIAL                 REMAINING             DATE     LTV RATIO
YEARS              MORTGAGED        DATE        LOAN GROUP 1   MORTGAGE      TERM       UW       LTV         AT
BUILT/RENOVATED   PROPERTIES       BALANCE        BALANCE        RATE       (MOS.)     DSCR   RATIO(3)   MATURITY(3)
--------------------------------------------------------------------------------------------------------------------

1940 - 1979            5          $26,891,314        2.4%       7.3669%      106      1.27x     59.0%       54.8%
1980 - 1989            9          102,650,957        9.3        6.3554        85      1.79x     64.4%       62.6%
1990 - 1999           19          228,590,894       20.8        6.5467        93      1.17x     69.8%       64.4%
2000 - 2004           24          130,906,370       11.9        6.8758       115      1.29x     70.5%       63.8%
2005 - 2008           51          611,777,856       55.6        6.6240       114      1.24x     70.8%       64.8%
                  --------------------------------------------------------------------------------------------------
TOTAL:               108       $1,100,817,391      100.0%       6.6310%      107      1.28X     69.7%       64.1%
                  ==================================================================================================


              PREPAYMENT PROTECTION FOR LOAN GROUP 1 MORTGAGE LOANS



                                                                                WEIGHTED AVERAGES
                                                                -----------------------------------------------------
                                   AGGREGATE        % OF                     STATED             CUT-OFF
                    NUMBER OF       CUT-OFF        INITIAL                 REMAINING             DATE     LTV RATIO
PREPAYMENT          MORTGAGE         DATE        LOAN GROUP 1   MORTGAGE      TERM       UW       LTV         AT
PROTECTION            LOANS         BALANCE        BALANCE        RATE       (MOS.)     DSCR   RATIO(3)   MATURITY(3)
---------------------------------------------------------------------------------------------------------------------

Defeasance             58       $1,039,650,015       94.4%       6.6324%      107      1.28x     69.7%       64.4%
Yield Maintenance       9           42,951,683        3.9        6.4872       114      1.38x     71.5%       60.8%
Def/Fixed Penalty       1           11,000,000        1.0        6.9100       113      1.20x     58.8%       55.7%
Def, Def/YM             1            7,215,693        0.7        6.8689       114      1.41x     70.7%       61.8%
                    -------------------------------------------------------------------------------------------------
TOTAL:                 69       $1,100,817,391      100.0%       6.6310%      107      1.28X     69.7%       64.1%
                    =================================================================================================


          PARTIAL INTEREST-ONLY PERIODS FOR LOAN GROUP 1 MORTGAGE LOANS



                                                                                WEIGHTED AVERAGES
                                                              -----------------------------------------------------
                                 AGGREGATE        % OF                     STATED             CUT-OFF
                    NUMBER OF     CUT-OFF        INITIAL                 REMAINING             DATE      LTV RATIO
PARTIAL INTEREST-    MORTGAGE      DATE        LOAN GROUP 1   MORTGAGE      TERM       UW       LTV         AT
ONLY PERIODS          LOANS       BALANCE        BALANCE        RATE       (MOS.)     DSCR   RATIO(3)   MATURITY(3)
-------------------------------------------------------------------------------------------------------------------

 6 - 24                 13      $182,373,000       25.0%       6.9051%      113      1.24x     73.3%       65.9%
25 - 36                  6       160,130,000       21.9        6.7329       116      1.19x     71.3%       65.3%
37 - 48                  3       157,200,000       21.5        6.3817        88      1.11x     70.3%       66.6%
49 - 60                  5       230,130,000       31.5        6.4705       113      1.15x     69.9%       65.7%
                    -----------------------------------------------------------------------------------------------
                        27      $729,833,000      100.0%       6.6176%      108      1.18X     71.1%       65.9%
                    ===============================================================================================


(1)  Range of Years Built/Renovated references the earlier of the year built or
     with respect to renovated properties, the year of the most recent
     renovation date with respect to each Mortgaged Property.

(2)  Because this table is presented at the Mortgaged Property level, certain
     information is based on allocated loan amounts for mortgage loans secured
     by more than one Mortgaged Property. As a result, the weighted averages
     presented in this table may deviate slightly from weighted averages
     presented at the mortgage loan level in other tables in this prospectus.

(3)  With respect to certain mortgage loans, the loan-to-value ratios were based
     upon the "as-stabilized" values rather than the "as-is" values or with
     certain other adjustments.


                                  Annex A-2-12





              CUT-OFF DATE BALANCES FOR LOAN GROUP 2 MORTGAGE LOANS



                                                                                     WEIGHTED AVERAGES
                                                                    --------------------------------------------------
                                         AGGREGATE        % OF                   STATED           CUT-OFF
                           NUMBER OF      CUT-OFF       INITIAL                REMAINING           DATE     LTV RATIO
                            MORTGAGE        DATE      LOAN GROUP 2  MORTGAGE     TERM       UW      LTV        AT
CUT-OFF DATE BALANCES        LOANS        BALANCE       BALANCE       RATE       (MOS.)    DSCR  RATIO(1)  MATURITY(1)
----------------------------------------------------------------------------------------------------------------------

 $2,205,000 -  $3,999,999       3       $ 7,268,820       11.2%     6.5838%       115     1.28x    72.5%      64.4%
 $4,000,000 -  $4,999,999       3        13,327,180       20.5      6.4141        133     2.15x    54.0%      46.9%
 $5,000,000 -  $6,999,999       1         5,657,137        8.7      6.9460        116     1.15x    77.5%      67.7%
 $7,000,000 - $14,999,999       2        22,822,509       35.1      6.8157         86     1.27x    77.2%      73.2%
$15,000,000 - $16,000,000       1        16,000,000       24.6      6.0000        116     1.21x    65.3%      59.0%
                           -------------------------------------------------------------------------------------------
TOTAL:                         10       $65,075,645      100.0%     6.5183%       109     1.42X    69.0%      62.9%
                           ===========================================================================================


                 MORTGAGE RATES FOR LOAN GROUP 2 MORTGAGE LOANS



                                                                             WEIGHTED AVERAGES
                                                            --------------------------------------------------
                                 AGGREGATE        % OF                   STATED           CUT-OFF
                   NUMBER OF      CUT-OFF       INITIAL                REMAINING           DATE     LTV RATIO
                    MORTGAGE        DATE      LOAN GROUP 2  MORTGAGE     TERM       UW      LTV        AT
MORTGAGE RATES       LOANS        BALANCE       BALANCE       RATE       (MOS.)    DSCR  RATIO(1)  MATURITY(1)
--------------------------------------------------------------------------------------------------------------

5.7800% - 6.2499%       2       $20,990,400       32.3%     5.9477%       128     1.82x    54.0%      48.1%
6.2500% - 6.7499%       4        20,588,820       31.6      6.5831        116     1.25x    72.8%      66.9%
6.7500% - 7.0300%       4        23,496,425       36.1      6.9713         86     1.23x    79.2%      72.5%
                   -------------------------------------------------------------------------------------------
TOTAL:                 10       $65,075,645      100.0%     6.5183%       109     1.42X    69.0%      62.9%
                   ===========================================================================================


       ORIGINAL TERM TO MATURITY IN MONTHS FOR LOAN GROUP 2 MORTGAGE LOANS



                                                                              WEIGHTED AVERAGES
                                                             --------------------------------------------------
                                  AGGREGATE        % OF                  STATED            CUT-OFF
                    NUMBER OF      CUT-OFF       INITIAL                REMAINING           DATE     LTV RATIO
ORIGINAL TERM TO     MORTGAGE        DATE      LOAN GROUP 2  MORTGAGE     TERM       UW      LTV        AT
MATURITY IN MONTHS    LOANS        BALANCE       BALANCE       RATE      (MOS.)     DSCR  RATIO(1)  MATURITY(1)
---------------------------------------------------------------------------------------------------------------

 60 -  84                1       $11,447,509       17.6%     7.0300%        54     1.29x    83.3%      79.3%
 85 - 120                8        48,637,736       74.7      6.4736        116     1.22x    70.9%      64.1%
121 - 168                1         4,990,400        7.7      5.7800        166     3.76x    17.7%      13.3%
                    -------------------------------------------------------------------------------------------
TOTAL:                  10       $65,075,645      100.0%     6.5183%       109     1.42X    69.0%      62.9%
                    ===========================================================================================


(1)  With respect to certain mortgage loans, the loan-to-value ratios were based
     upon the  "as-stabilized"  values  rather than the  "as-is"  values or with
     certain other adjustments.


                                  Annex A-2-13





      REMAINING TERM TO MATURITY IN MONTHS FOR LOAN GROUP 2 MORTGAGE LOANS



                                                                              WEIGHTED AVERAGES
                                                             --------------------------------------------------
                                  AGGREGATE        % OF                  STATED            CUT-OFF
                    NUMBER OF      CUT-OFF       INITIAL                REMAINING           DATE     LTV RATIO
REMAINING TERM TO    MORTGAGE        DATE      LOAN GROUP 2  MORTGAGE     TERM       UW      LTV        AT
MATURITY IN MONTHS    LOANS        BALANCE       BALANCE       RATE      (MOS.)     DSCR  RATIO(1)  MATURITY(1)
---------------------------------------------------------------------------------------------------------------

 54 -  84                1       $11,447,509       17.6%     7.0300%        54     1.29x    83.3%      79.3%
 85 - 114                2         6,761,820       10.4      6.6245        113     1.28x    73.6%      65.3%
115 - 144                6        41,875,916       64.3      6.4493        116     1.21x    70.5%      63.9%
145 - 166                1         4,990,400        7.7      5.7800        166     3.76x    17.7%      13.3%
                    -------------------------------------------------------------------------------------------
TOTAL:                  10       $65,075,645      100.0%     6.5183%       109     1.42X    69.0%      62.9%
                    ===========================================================================================


     ORIGINAL AMORTIZATION TERM IN MONTHS FOR LOAN GROUP 2 MORTGAGE LOANS(2)



                                                                                 WEIGHTED AVERAGES
                                                                --------------------------------------------------
                                     AGGREGATE        % OF                  STATED            CUT-OFF
                       NUMBER OF      CUT-OFF       INITIAL                REMAINING           DATE     LTV RATIO
ORIGINAL AMORTIZATION   MORTGAGE        DATE      LOAN GROUP 2  MORTGAGE     TERM       UW      LTV        AT
MATURITY IN MONTHS       LOANS        BALANCE       BALANCE       RATE      (MOS.)     DSCR  RATIO(1)  MATURITY(1)
------------------------------------------------------------------------------------------------------------------

360 - 360                  10       $65,075,645      100.0%     6.5183%       109     1.42x    69.0%      62.9%
                       -------------------------------------------------------------------------------------------
TOTAL:                     10       $65,075,645      100.0%     6.5183%       109     1.42X    69.0%      62.9%
                       ===========================================================================================


    REMAINING AMORTIZATION TERM IN MONTHS FOR LOAN GROUP 2 MORTGAGE LOANS(2)



                                                                                     WEIGHTED AVERAGES
                                                                    --------------------------------------------------
                                         AGGREGATE        % OF                  STATED            CUT-OFF
                           NUMBER OF      CUT-OFF       INITIAL                REMAINING           DATE     LTV RATIO
REMAINING AMORTIZATION      MORTGAGE        DATE      LOAN GROUP 2  MORTGAGE     TERM       UW      LTV        AT
MATURITY IN MONTHS           LOANS        BALANCE       BALANCE       RATE      (MOS.)     DSCR  RATIO(1)  MATURITY(1)
----------------------------------------------------------------------------------------------------------------------

354 - 359                       5       $28,893,645       44.4%     6.7466%       100     1.68x    68.3%      61.8%
360 - 360                       5        36,182,000       55.6      6.3360        116     1.22x    69.6%      63.7%
                           -------------------------------------------------------------------------------------------
TOTAL:                         10       $65,075,645      100.0%     6.5183%       109     1.42X    69.0%      62.9%
                           ===========================================================================================


(1)  With respect to certain mortgage loans, the loan-to-value ratios were based
     upon the "as-stabilized" values rather than the "as-is" values or with
     certain other adjustments.

(2)  Does not include the mortgage loans that are Interest-Only for their entire
     term.


                                  Annex A-2-14





               AMORTIZATION TYPES FOR LOAN GROUP 2 MORTGAGE LOANS



                                                                                    WEIGHTED AVERAGES
                                                                 -----------------------------------------------------
                                     AGGREGATE        % OF                   STATED              CUT-OFF
                        NUMBER OF     CUT-OFF       INITIAL                 REMAINING             DATE      LTV RATIO
                         MORTGAGE       DATE      LOAN GROUP 2   MORTGAGE     TERM        UW      LTV           AT
AMORTIZATION TYPES        LOANS       BALANCE       BALANCE        RATE      (MOS.)      DSCR   RATIO(1)   MATURITY(1)
----------------------------------------------------------------------------------------------------------------------

BALLOON LOANS
Partial Interest-Only        5      $36,182,000       55.6%       6.3360%      116      1.22x     69.6%       63.7%
Balloon                      5       28,893,645       44.4        6.7466       100      1.68x     68.3%       61.8%
                        ----------------------------------------------------------------------------------------------
TOTAL:                      10      $65,075,645      100.0%       6.5183%      109      1.42X     69.0%       62.9%
                        ==============================================================================================


  UNDERWRITTEN CASH FLOW DEBT SERVICE COVERAGE RATIOS FOR LOAN GROUP 2 MORTGAGE
                                      LOANS



                                                                              WEIGHTED AVERAGES
                                                           -----------------------------------------------------
UNDERWRITTEN                   AGGREGATE        % OF                   STATED              CUT-OFF
CASH FLOW         NUMBER OF     CUT-OFF       INITIAL                 REMAINING             DATE      LTV RATIO
DEBT SERVICE       MORTGAGE       DATE      LOAN GROUP 2   MORTGAGE     TERM        UW      LTV          AT
COVERAGE RATIOS     LOANS       BALANCE       BALANCE        RATE      (MOS.)      DSCR   RATIO(1)   MATURITY(1)
----------------------------------------------------------------------------------------------------------------

1.15X - 1.19X          3      $12,295,916       18.9%       6.8351%      116      1.16x     76.7%       67.6%
1.20X - 1.29X          5       45,177,509       69.4        6.5089       100      1.24x     72.6%       67.2%
1.30X - 1.49X          1        2,611,820        4.0        6.6000       114      1.40x     68.7%       59.6%
1.50X - 3.76X          1        4,990,400        7.7        5.7800       166      3.76x     17.7%       13.3%
                  ----------------------------------------------------------------------------------------------
TOTAL:                10      $65,075,645      100.0%       6.5183%      109      1.42X     69.0%       62.9%
                  ==============================================================================================


           CUT-OFF DATE LTV RATIOS FOR LOAN GROUP 2 MORTGAGE LOANS(1)



                                                                           WEIGHTED AVERAGES
                                                         -----------------------------------------------------
                             AGGREGATE        % OF                   STATED              CUT-OFF
                NUMBER OF     CUT-OFF       INITIAL                 REMAINING             DATE      LTV RATIO
CUT-OFF DATE     MORTGAGE       DATE      LOAN GROUP 2   MORTGAGE     TERM        UW       LTV         AT
LTV RATIOS        LOANS       BALANCE       BALANCE        RATE      (MOS.)      DSCR   RATIO(1)   MATURITY(1)
--------------------------------------------------------------------------------------------------------------

17.7% - 69.9%        3      $23,602,220        36.3%      6.0199%      126      1.77x     55.6%       49.4%
70.0% - 74.9%        3       17,766,779        27.3       6.7039       117      1.22x     71.9%       66.1%
75.0% - 80.0%        3       12,259,137        18.8       6.7312       114      1.17x     77.3%       68.8%
80.1% - 83.3%        1       11,447,509        17.6       7.0300        54      1.29x     83.3%       79.3%
                ----------------------------------------------------------------------------------------------
TOTAL:              10      $65,075,645       100.0%      6.5183%      109      1.42X     69.0%       62.9%
                ==============================================================================================


(1)  With respect to certain mortgage loans, the loan-to-value ratios were based
     upon the "as-stabilized" values rather than the "as-is" values or with
     certain other adjustments.


                                  Annex A-2-15





           MATURITY DATE LTV RATIOS FOR LOAN GROUP 2 MORTGAGE LOANS(1)



                                                                           WEIGHTED AVERAGES
                                                         -----------------------------------------------------
                             AGGREGATE        % OF                   STATED              CUT-OFF
                NUMBER OF     CUT-OFF       INITIAL                 REMAINING             DATE      LTV RATIO
MATURITY DATE    MORTGAGE       DATE      LOAN GROUP 2   MORTGAGE     TERM        UW       LTV         AT
LTV RATIOS        LOANS       BALANCE       BALANCE        RATE      (MOS.)      DSCR   RATIO(1)   MATURITY(1)
--------------------------------------------------------------------------------------------------------------

13.3% - 49.9%        1      $ 4,990,400        7.7%       5.7800%      166      3.76x     17.7%       13.3%
50.0% - 64.9%        3       20,816,820       32.0        6.1579       116      1.24x     66.3%       59.5%
65.0% - 69.9%        4       25,368,916       39.0        6.7408       116      1.20x     74.1%       67.2%
70.0% - 74.9%        1        2,452,000        3.8        6.3900       115      1.19x     78.1%       71.1%
75.0% - 79.3%        1       11,447,509       17.6        7.0300        54      1.29x     83.3%       79.3%
                ----------------------------------------------------------------------------------------------
TOTAL:              10      $65,075,645      100.0%       6.5183%      109      1.42X     69.0%       62.9%
                ==============================================================================================


         TYPE OF MORTGAGED PROPERTIES FOR LOAN GROUP 2 MORTGAGE LOANS(2)



                                                                WEIGHTED AVERAGES
                                                          ----------------------------
                              AGGREGATE        % OF               CUT-OFF
                 NUMBER OF     CUT-OFF       INITIAL                DATE
                 MORTGAGED       DATE      LOAN GROUP 2     UW      LTV
PROPERTY TYPE   PROPERTIES     BALANCE       BALANCE       DSCR   RATIO(1)   OCCUPANCY
--------------------------------------------------------------------------------------

MULTIFAMILY
Garden               8       $55,898,465        85.9%     1.23x     73.2%      95.1%
Mid/High Rise        2         9,177,180        14.1      2.57x     43.7%      97.3%
                ----------------------------------------------------------------------
TOTAL:              10       $65,075,645       100.0%     1.42X     69.0%      95.5%
                ======================================================================


(1)  With respect to certain mortgage loans, the loan-to-value ratios were based
     upon the "as-stabilized" values rather than the "as-is" values or with
     certain other adjustments.

(2)  Because this table is presented at the Mortgaged Property level, certain
     information is based on allocated loan amounts for mortgage loans secured
     by more than one Mortgaged Property. As a result, the weighted averages
     presented in this table may deviate slightly from weighted averages
     presented at the mortgage loan level in other tables in this prospectus.


                                  Annex A-2-16





       MORTGAGED PROPERTIES BY LOCATION FOR LOAN GROUP 2 MORTGAGE LOANS(1)



                                                                        WEIGHTED AVERAGES
                                                     -----------------------------------------------------
                         AGGREGATE        % OF                    STATED             CUT-OFF
            NUMBER OF     CUT-OFF       INITIAL                 REMAINING             DATE      LTV RATIO
            MORTGAGED       DATE      LOAN GROUP 2   MORTGAGE     TERM        UW       LTV         AT
LOCATION   PROPERTIES     BALANCE       BALANCE        RATE       (MOS.)     DSCR   RATIO(2)   MATURITY(2)
----------------------------------------------------------------------------------------------------------

Texas           2       $27,375,000       42.1%       6.2493%      117      1.22x     67.7%       62.3%
Florida         1        11,447,509       17.6        7.0300        54      1.29x     83.3%       79.3%
Missouri        2         9,843,916       15.1        6.9460       116      1.15x     76.4%       66.7%
New York        1         4,990,400        7.7        5.7800       166      3.76x     17.7%       13.3%
Indiana         1         4,150,000        6.4        6.6400       112      1.20x     76.7%       68.9%
Ohio            1         2,611,820        4.0        6.6000       114      1.40x     68.7%       59.6%
Arkansas        1         2,452,000        3.8        6.3900       115      1.19x     78.1%       71.1%
Oregon          1         2,205,000        3.4        6.7800       115      1.24x     70.9%       62.7%
           -----------------------------------------------------------------------------------------------
TOTAL:         10       $65,075,645      100.0%       6.5183%      109      1.42X     69.0%       62.9%
           ===============================================================================================


(1)  Because this table is presented at the Mortgaged Property level, certain
     information is based on allocated loan amounts for mortgage loans secured
     by more than one Mortgaged Property. As a result, the weighted averages
     presented in this table may deviate slightly from weighted averages
     presented at the mortgage loan level in other tables in this prospectus.

(2)  With respect to certain mortgage loans, the loan-to-value ratios were based
     upon the "as-stabilized" values rather than the "as-is" values or with
     certain other adjustments.


                                  Annex A-2-17





          YEARS BUILT/RENOVATED FOR LOAN GROUP 2 MORTGAGE LOANS(1),(2)



                                                                                WEIGHTED AVERAGES
                                                            -----------------------------------------------------
                                AGGREGATE        % OF                    STATED             CUT-OFF
                   NUMBER OF     CUT-OFF        INITIAL                REMAINING              DATE     LTV RATIO
YEARS              MORTGAGED       DATE      LOAN GROUP 2   MORTGAGE      TERM       UW       LTV         AT
BUILT/RENOVATED   PROPERTIES     BALANCE       BALANCE        RATE       (MOS.)     DSCR   RATIO(3)   MATURITY(3)
-----------------------------------------------------------------------------------------------------------------

1994 - 1997            2       $22,822,509       35.1%       6.8157%       86      1.27x     77.2%       73.2%
1998 - 2001            1         4,150,000        6.4        6.6400       112      1.20x     76.7%       68.9%
2002 - 2006            7        38,103,136       58.6        6.3269       122      1.54x     63.3%       56.0%
                  -----------------------------------------------------------------------------------------------
TOTAL:                10       $65,075,645      100.0%       6.5183%      109      1.42X     69.0%       62.9%
                  ===============================================================================================


              PREPAYMENT PROTECTION FOR LOAN GROUP 2 MORTGAGE LOANS



                                                                                WEIGHTED AVERAGES
                                                             -----------------------------------------------------
                                 AGGREGATE        % OF                    STATED             CUT-OFF
                    NUMBER OF     CUT-OFF       INITIAL                 REMAINING             DATE      LTV RATIO
PREPAYMENT          MORTGAGED       DATE      LOAN GROUP 2   MORTGAGE      TERM       UW       LTV         AT
PROTECTION            LOANS       BALANCE       BALANCE        RATE      (MOS.)      DSCR   RATIO(3)   MATURITY(3)
------------------------------------------------------------------------------------------------------------------

Defeasance               8      $42,253,136       64.9%       6.3577%      121      1.51x     64.6%       57.3%
Fixed Penalty            1       11,447,509       17.6        7.0300        54      1.29x     83.3%       79.3%
Yield Maintenance        1       11,375,000       17.5        6.6000       118      1.24x     71.1%       67.0%
                    ----------------------------------------------------------------------------------------------
TOTAL:                  10      $65,075,645      100.0%       6.5183%      109      1.42X     69.0%       62.9%
                    ==============================================================================================


          PARTIAL INTEREST ONLY PERIODS FOR LOAN GROUP 2 MORTGAGE LOANS



                                                                               WEIGHTED AVERAGES
                                                             -----------------------------------------------------
                                 AGGREGATE        % OF                   STATED              CUT-OFF
                    NUMBER OF     CUT-OFF       INITIAL                 REMAINING             DATE      LTV RATIO
PARTIAL INTEREST-    MORTGAGE       DATE      LOAN GROUP 2   MORTGAGE     TERM        UW       LTV         AT
ONLY PERIODS          LOANS       BALANCE       BALANCE        RATE      (MOS.)      DSCR   RATIO(3)   MATURITY(3)
------------------------------------------------------------------------------------------------------------------

12 - 48                 4       $24,807,000       68.6%       6.2149%      115      1.21x     69.0%       62.2%
49 - 60                 1        11,375,000       31.4        6.6000       118      1.24x     71.1%       67.0%
                    ----------------------------------------------------------------------------------------------
                        5       $36,182,000      100.0%       6.3360%      116      1.22X     69.6%       63.7%
                    ==============================================================================================


(1)  Range of Years Built/Renovated references the earlier of the year built or
     with respect to renovated properties, the year of the most recent
     renovation date with respect to each Mortgaged Property.

(2)  Because this table is presented at the Mortgaged Property level, certain
     information is based on allocated loan amounts for mortgage loans secured
     by more than one Mortgaged Property. As a result, the weighted averages
     presented in this table may deviate slightly from weighted averages
     presented at the mortgage loan level in other tables in this prospectus.

(3)  With respect to certain mortgage loans, the loan-to-value ratios were based
     upon the "as-stabilized" values rather than the "as-is" values or with
     certain other adjustments.


                                  Annex A-2-18

Table of Contents

[THIS PAGE INTENTIONALLY LEFT BLANK]




Table of Contents

ANNEX A-3

DESCRIPTION OF TOP TEN MORTGAGE LOANS
AND ADDITIONAL MORTGAGE LOAN INFORMATION

Annex A-3-1







STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

--------------------------------------------------------------------------------
                            TOP TEN MORTGAGE LOANS(1)
--------------------------------------------------------------------------------





LOAN                                                                         NUMBER OF                CUT-OFF DATE   % OF
SELLER(2)   LOAN NAME                                    CITY, STATE        PROPERTIES   LOAN GROUP     BALANCE      IPB
--------------------------------------------------------------------------------------------------------------------------

JPMCB       The Promenade Shops at Dos Lagos             Corona, CA              1            1       $125,200,000   10.7%
JPMCB       Block at Orange                              Orange, CA              1            1       $110,000,000    9.4%
JPMCB       Westin Portfolio                             Various, Various        2            1       $104,000,000    8.9%
PNC         The Tupper Building                          Boston, MA              1            1       $ 43,920,000    3.8%
JPMCB       Station Casinos Headquarters                 Las Vegas, NV           1            1       $ 42,250,000    3.6%
CIBC        333 Elliott Avenue West                      Seattle, WA             1            1       $ 42,000,000    3.6%
PNC         Court at Upper Providence                    Royersford, PA          1            1       $ 38,812,000    3.3%
CIBC        Hilton Garden Inn Philadelphia Center City   Philadelphia, PA        1            1       $ 38,000,000    3.3%
PNC         Aurora Health Care Portfolio                 Various, WI             6            1       $ 32,300,000    2.8%
JPMCB       Two Democracy Plaza                          Bethesda, MD            1            1       $ 31,000,000    2.7%
            Top 5 Total/Weighted Average                                                              $425,370,000   36.5%
            Top 10 Total/Weighted Average                                                             $607,482,000   52.1%


LOAN         SF/UNITS/    UW     CUT-OFF    PROPERTY
SELLER(2)   ROOMS/BEDS   DSCR   LTV RATIO     TYPE
----------------------------------------------------

JPMCB         351,179    1.10x    73.8%      Retail
JPMCB         698,657    1.10x    68.3%      Retail
JPMCB             899    1.21x    68.8%      Hotel
PNC            97,559    1.38x    79.3%      Office
JPMCB         138,558    1.21x    60.4%      Office
CIBC          137,201    1.48x    70.5%      Office
PNC           196,420    1.17x    75.4%      Retail
CIBC              279    1.30x    73.1%      Hotel
PNC           152,980    1.22x    76.9%      Office
JPMCB         273,566    2.82x    34.6%      Office
                         1.17x    70.4%
                         1.28x    69.4%


(1)  Information with respect to the mortgage loans with one or more subordinate
     companion loans is calculated without regard to the related subordinate
     companion loan and in the case of mortgage loans with one or more pari
     passu companion loans, the information in certain circumstances,
     particularly as it relates to the debt service coverage ratios and
     loan-to-value ratios, is calculated including the principal balance of, and
     debt service payments on, the related pari passu companion loans.

(2)  "JPMCB" = JPMorgan Chase Bank, N.A.; "PNC" = PNC Bank, National
     Association; "CIBC" = CIBC Inc.


                                      A-3-2





STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

--------------------------------------------------------------------------------
                            PARI PASSU LOAN SUMMARY
--------------------------------------------------------------------------------



         LOAN                         A-NOTE BALANCE
LOAN #  SELLER  LOAN NAME         AS OF THE CUT-OFF DATE   TRANSACTION         MASTER SERVICER             SPECIAL SERVICER
----------------------------------------------------------------------------------------------------------------------------------

  2      JPMCB  Block at Orange        $110,000,000       JPMCC 2008-C2   Midland Loan Services, Inc.          CWCapital
                                       $110,000,000       JPMCC 2007-C1*     Capmark Finance Inc.      Midland Loan Services, Inc.
  3      JPMCB  Westin Portfolio       $104,000,000       JPMCC 2008-C2   Midland Loan Services, Inc.          CWCapital
                                       $105,000,000       JPMCC 2007-C1*     Capmark Finance Inc.      Midland Loan Services, Inc.


*    Represents the controlling pooling and servicing agreement for the related
     mortgage loan.

--------------------------------------------------------------------------------
            ADDITIONAL SECURED DEBT AND MEZZANINE DEBT LOAN SUMMARY
--------------------------------------------------------------------------------



                                     CUT-OFF        % OF                    TRUST                                CUT-OFF DATE
                                       DATE       CUT-OFF                  CUT-OFF             JUNIOR/B-NOTES/      TOTAL
                                      TRUST        TRUST     PARI PASSU      DATE     TRUST      SUBORDINATE       MORTGAGE
LOAN NAME                           BALANCE(1)    BALANCE       DEBT        LTV(2)   DSCR(2)       SECURED          DEBT(2)
-----------------------------------------------------------------------------------------------------------------------------

THE PROMENADE SHOPS AT DOS LAGOS   $125,200,000     10.7%   $          0    73.8%     1.10x       $        0     $125,200,000
BLOCK AT ORANGE                     110,000,000      9.4     110,000,000    68.3%     1.10x                0      220,000,000
WESTIN PORTFOLIO                    104,000,000      8.9     105,000,000    68.8%     1.21x                0      209,000,000
WISCO HOTEL GROUP A2                 27,759,716      2.4               0    70.8%     1.35x        1,677,000       29,436,716
WISCO HOTEL GROUP A1                 26,783,048      2.3               0    72.8%     1.38x        1,650,000       28,433,048
REGENCY PORTFOLIO                    25,075,000      2.2               0    79.1%     1.20x        1,575,000       26,650,000
DOVETAIL VILLAS                      11,447,509      1.0               0    83.3%     1.29x                0       11,447,509
OAK RIDGE APARTMENTS                 11,375,000      1.0               0    71.1%     1.24x                0       11,375,000
                                   ------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE             $441,640,273     37.9%   $215,000,000    71.5%     1.17x       $4,902,000     $661,542,273
                                   ==========================================================================================


                                       TOTAL       TOTAL       CUT-OFF
                                     MORTGAGE     MORTGAGE       DATE
                                   DEBT CUT-OFF     DEBT      MEZZANINE
LOAN NAME                              LTV(2)      DSCR(2)     BALANCE
------------------------------------------------------------------------

THE PROMENADE SHOPS AT DOS LAGOS       73.8%        1.10x    $34,968,416
BLOCK AT ORANGE                        68.3%        1.10x              0
WESTIN PORTFOLIO                       68.8%        1.21x     31,500,000
WISCO HOTEL GROUP A2                   75.1%        1.22x              0
WISCO HOTEL GROUP A1                   77.3%        1.25x              0
REGENCY PORTFOLIO                      84.1%        1.09x              0
DOVETAIL VILLAS                        83.3%        1.29x      3,152,609
OAK RIDGE APARTMENTS                   71.1%        1.24x      3,091,000
                                   -------------------------------------
TOTAL/WEIGHTED AVERAGE                 71.1%        1.15x    $72,712,025
                                   =====================================


(1)  Includes only those assets that are included in the trust fund.

(2)  Information with regard to any mortgage loan with one or more subordinate
     companion loans is calculated without regard to the related subordinate
     companion loan(s), and in the case of the Block at Orange and Westin
     Portfolio loans, in certain circumstances, such information, particularly
     as it relates to debt service coverage ratios and loan-to-value ratios,
     includes the principal balance and debt service payments of the respective
     pari passu companion loans.


                                     A-3-3





STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

--------------------------------------------------------------------------------
                        THE PROMENADE SHOPS AT DOS LAGOS
--------------------------------------------------------------------------------

                               [4 PHOTOS OMITTED]


                                     A-3-4





STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

--------------------------------------------------------------------------------
                        THE PROMENADE SHOPS AT DOS LAGOS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE:       $125,200,000
CUT-OFF DATE PRINCIPAL BALANCE:   $125,200,000
LOAN NUMBER (% OF POOL BY IPB):   1(10.7%)
LOAN SELLER:                      JPMorgan Chase Bank, N.A.
BORROWER:                         Dos Lagos Lifestyle Center, LLC
SPONSOR:                          Poag & McEwen Lifestyle Centers, LLC
ORIGINATION DATE:                 07/12/07
INTEREST RATE:                    6.36800%
INTEREST-ONLY PERIOD:             60 months
MATURITY DATE:                    08/01/17
AMORTIZATION TYPE:                Balloon
ORIGINAL AMORTIZATION:            360 months
REMAINING AMORTIZATION:           360 months
CALL PROTECTION:                  L(24),Def(83),O(4)
CROSS-COLLATERALIZATION:          No
LOCK BOX:                         Cash Management Agreement
ADDITIONAL DEBT:                  $34,968,416
ADDITIONAL DEBT TYPE(1):          Mezzanine Debt;
                                  Permitted Mezzanine Debt
LOAN PURPOSE:                     Refinance
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                     ESCROWS
--------------------------------------------------------------------------------
ESCROWS/RESERVES:                   INITIAL    MONTHLY
                                  --------------------
TAXES:                            $  535,130   $89,188
INSURANCE:                        $        0   $     0
CAPEX:                            $        0   $     0
OTHER(2):                         $8,805,668   $     0
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:           Single Asset
TITLE:                            Fee
PROPERTY TYPE:                    Retail -- Anchored
SQUARE FOOTAGE:                   351,179
LOCATION:                         Corona, CA
YEAR BUILT:                       2006
OCCUPANCY(3):                     95.5%
OCCUPANCY DATE:                   04/01/08
NUMBER OF TENANTS:                72
HISTORICAL NOI:
   2007:                          $6,297,273
AVERAGE IN-LINE SALES/SF(4):      $244
UW REVENUES:                      $15,233,111
UW EXPENSES:                      $4,750,825
UW NOI(5):                        $10,482,287
UW NET CASH FLOW:                 $10,263,802
APPRAISED VALUE:                  $169,700,000
APPRAISAL DATE:                   04/01/08
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/SF:             $357
CUT-OFF DATE LTV:                 73.8%
MATURITY DATE LTV:                69.3%
UW IO DSCR:                       1.27x
UW DSCR:                          1.10x
--------------------------------------------------------------------------------

(1)  The related borrower is permitted to secure mezzanine debt subject to
     certain conditions including, but not limited to: (i) the loan-to-value
     ratio must not exceed 85.0% and (ii) the debt service coverage ratio must
     be greater than or equal to 1.00x. Additionally, the sponsor has obtained a
     mezzanine loan in the amount of $34,968,416 secured by a pledge of its
     membership interests in the related borrower. Other members of the related
     borrower who do not participate in the day to day management of the related
     borrower may have debt that is secured by their respective membership
     interest in the related borrower but has not been underwritten in
     connection with the mortgage loan because the transfer of such membership
     interests are not restricted by the mortgage loan documents.

(2)  Upfront other reserves include rollover funds ($7,119,584), vacant space
     lease funds ($529,546), unleased space funds ($700,264), performance
     holdback funds ($381,274) and contractor claims funds ($75,000). Nine local
     tenants at the mortgaged property have requested rent abatements in the
     aggregate amount of approximately $350,000. Upon the lender's approval, a
     letter of credit in the amount of $350,000 will be delivered to lender and
     will remain in effect for no longer than one year. The tenants will be
     required to repay such abated rent on a deferred basis in the future.





(3)  Construction of the mortgaged property was completed in 2006. The average
     occupancy for The Promenade Shops at Dos Lagos mortgage loan was 92.0% for
     2007.

(4)  Average in-line sales per square foot reflect 2007 year-end sales of
     reporting tenants only.

(5)  The increase in NOI of approximately $4.2 million is primarily due to
     annualized rent and reimbursement income projected from tenants who took
     occupancy in 2007 through early 2008. The approximately $4.2 million is
     allocated as follows; (i) approximately $1.2 million in annual contractual
     rent from eight tenants that were in build out at funding and are now in
     occupancy, (ii) approximately $256,000 in annual rent for leases that were
     out for signature at funding but have since been executed, (iii)
     approximately $219,000 of contractual rent bumps through June 1, 2008, (iv)
     approximately $94,200 from averaging rents over the loan term and (v)
     reimbursement income of approximately $2.4 million was underwritten which
     is comprised of common area maintenance, insurance and real estate tax
     reimbursement that will be collected on a stabilized basis and includes a
     15% administrative fee for the theatre.


                                      A-3-5





STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

--------------------------------------------------------------------------------
                        THE PROMENADE SHOPS AT DOS LAGOS
--------------------------------------------------------------------------------

                               SIGNIFICANT TENANTS



                               RATINGS(1)               % OF OWNED   ANNUAL BASE       BASE                         LEASE
TENANT NAME                  MOODY'S/FITCH   TOTAL SF       SF          RENT       RENT PSF(2)   SALES PSF(3)   EXPIRATION YEAR
-------------------------------------------------------------------------------------------------------------------------------

ANCHORS
-------
KRIKORIAN PREMIER THEATRES                     62,800       17.9%     $1,010,452     $ 16.09       $201,881(4)       2021
TAPS FISH HOUSE & BREWERY                      14,326        4.1         149,993     $ 10.47            NAP          2027
TRADER JOE'S                                   12,505        3.6         450,180     $ 36.00(5)         NAP          2018
                                             -------------------------------------------------
SUBTOTAL/WEIGHTED AVERAGE:                     89,631       25.5%     $1,610,625     $ 17.97
TOP 10 TENANTS
--------------
ANTHROPOLOGIE                                  11,000        3.1%     $  190,300     $ 17.30       $    162          2017
Z GALLERIE                                     10,000        2.8         360,000     $ 36.00       $    207          2017
BANANA REPUBLIC                 Ba1/BB+         9,000        2.6         171,000     $ 19.00       $    197          2012
TGI FRIDAY'S                                    7,625        2.2         142,511     $ 18.69       $    478          2026
EXPRESS                                         7,500        2.1         210,000     $ 28.00       $    203          2017
MIGUEL'S                                        7,500        2.1         114,975     $ 15.33            NAP          MTM(6)
WOOD RANCH BBQ                                  7,000        2.0         206,500     $ 29.50            NAP          2027
CHARLOTTE RUSSE                                 6,500        1.9         182,000     $ 28.00       $    188          2017
CITRUS CITY GRILLE                              6,500        1.9         188,500     $ 29.00            NAP          2023
COLDWATER CREEK, INC.                           6,127        1.7         188,160     $ 30.71       $    325          2016
                                             -------------------------------------------------
SUBTOTAL/WEIGHTED AVERAGE:                     78,752       22.4%     $1,953,946     $ 24.81
REMAINING INLINE SPACE                        166,889       47.5%     $5,105,351     $ 30.59
----------------------                        -------------------------------------------------
VACANT SQUARE FEET:                            15,907        4.5%            NAP
TOTAL CENTER GLA:                             351,179                 $8,669,922


(1)  Ratings are provided for the parent company of the entity listed in the
     "Tenant Name" field whether or not the parent company guarantees the lease.

(2)  Construction of the mortgaged property was completed in 2006. The average
     annual rent per square foot at the mortgaged property was $25.82 for 2007.

(3)  Sales per square foot numbers are based off of year end 2007 tenant sales.

(4)  Represents per screen sales of the 15 screen theatre.

(5)  Tenant is on a gross lease.

(6)  Represents month-to-month tenant.


                                      A-3-6





STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

--------------------------------------------------------------------------------
                        THE PROMENADE SHOPS AT DOS LAGOS
--------------------------------------------------------------------------------

THE LOAN. The Promenade Shops at Dos Lagos mortgage loan is secured by a first
lien mortgage in a fee interest in a retail lifestyle center comprising
approximately 351,179 square feet located in Corona, California.

THE BORROWER. The borrower is Dos Lagos Lifestyle Center, LLC, a Delaware
limited liability company structured as a special purpose entity.

THE SPONSOR. The sponsor for the related mortgage loan is Poag & McEwen
Lifestyle Centers, LLC ("Poag & McEwen"). Poag & McEwen has a 50% ownership
interest in the borrowing entity. Temescal Canyon Properties-8, LLC ("Temescal")
has the other 50% ownership interest in the borrowing entity and is based in
Corona, CA. Temescal is the land developer for the mortgaged property and as of
May 31, 2007 reported approximately $79 million in total assets, approximately
$1.38 million in liquidity (restricted cash) and approximately $22 million in
net worth. Founded in 1984 and headquartered in Memphis, Tennessee, Poag &
McEwen is recognized as a developer of lifestyle centers. Poag & McEwen's
portfolio currently consists of 11 lifestyle center developments located across
the country. As of year-end 2007, Poag & McEwen employed approximately 65
individuals and reported over $15 million in revenues.

THE PROPERTY. The mortgaged property is an approximately 351,179 square foot
retail lifestyle center situated on a 40-acre parcel of land located in Corona,
California. The Promenade Shops at Dos Lagos represents Phase I of a two-phase
development spanning across a 534 acre mixed-use master-planned development that
will also include a residential subsection with an 18-hole golf course, a resort
hotel, a five-story Class "A" office building, a senior housing development and
a 135-acre wildlife preserve. The residential portion is complete and already
sold out while the senior housing portion is currently under construction. The
18-hole championship Matthew E. Dye (nephew of designer Pete Dye) designed golf
course opened to the public August 6, 2007. Two of the office buildings in the
three building complex were completed in late 2007 with the third to be
completed in 2008.

The mortgaged property is located in the northeast quadrant of Interstate 15 and
Weirick Road with ingress and egress to the mortgaged property provided by
Temescal Canyon Road, which connects to California Route 91 (Riverside Freeway).
The City of Corona is located approximately 45 miles southeast of Los Angeles in
western Riverside County. The Promenade Shops at Dos Lagos community is situated
at the base of the mountainous Cleveland National Forest on an alluvial plain
leading north to the Santa Ana River. Ontario International Airport is located
approximately 22 miles from the mortgaged property with rail service provided by
Atchison/Topeka -- Santa Fe Railroad and public transportation provided by the
Riverside Transit Agency bus line.

Built in 2006, the mortgaged property is anchored by Krikorian Premier Theatres
and features an upscale mix of more than 60 retailers including Coldwater Creek,
Banana Republic, Guess, Trader Joe's, Coach, Jos A. Bank, Anthropologie, Ann
Taylor, White House/Black Market and numerous restaurants. The mortgaged
property overlooks two lakes and an outdoor amphitheater and features
craftsman-style architecture, a pedestrian-friendly main street with parking in
front of the stores as well as a plaza area with fountains. The mortgaged
property currently has 72 tenants and is 95.5% occupied with tenants occupying
more than 10,000 square feet paying approximately $17.90 per square foot.
Average asking rents in the Corona submarket are approximately $20.60 per square
foot, while Inland Empire retail market average asking retail rents are
approximately $21.96 per square foot as of first quarter 2008.

SIGNIFICANT TENANTS.

Krikorian Premier Theatres ("KPT") has seven Premier Theatres currently in
operation. KPT is a leader in modern megaplex style theatres located in and
around the Los Angeles and San Diego metropolitan areas. KPT is known for its
architectural details such as Travertine stone floors and handmade Murano
crystal chandeliers. This, combined with features such as stadium style,
rocking-chair-style seating and wall-to-wall curved screens, sets KPT apart and
allows customers to truly enjoy a more upscale and elegant moviegoing
experience. KPT occupies approximately 62,800 square feet or approximately 17.9%
of the mortgaged property's net rentable area. KPT's lease expires in December
of 2021.

TAPS Fish House & Brewery ("TAPS") was founded in 1999 and operates two
restaurants in Orange County. TAPS serves seafood, steak and a multitude of
European ales and lagers. TAPS offers varied atmospheres including an elegant
dining room, a cigar-friendly heated patio, oyster bar, live music, four
fireplaces and a lounge with a large TV. The Zagat rated 14,000 plus square foot
restaurant can seat up to 500 guests. TAPS occupies approximately 14,326 square
feet or approximately 4.1% of the mortgaged property's net rentable area. TAPS
pays approximately $10.47 per square foot with its lease expiring in June of
2027.

Trader Joe's is a privately owned and operated chain of unique grocery stores
stocking everything from basics to exotic and organic foods. Founded in 1958 as
a small chain of convenience stores, Trader Joe's now owns and operates more
than 280 stores in 23 states. Trader Joe's buys directly from suppliers as much
as possible in order to guarantee customers the best value possible. Trader
Joe's occupies approximately 12,505 square feet or approximately 3.6% of the
mortgaged property's net rentable area. Trader Joe's pays approximately $36.00
per square foot with its lease expiring in January of 2018.

THE MARKET(1). The mortgaged property is located in Riverside County in Corona,
California, which is approximately 45 miles southeast of Los Angeles. The
mortgaged property is located in the Inland Empire retail market and the Corona
submarket. The Inland Empire retail market is comprised of San Bernardino and
Riverside counties encompassing approximately 27,308 square miles, which is the
largest geographical metropolitan statistical area in the United States. The
Inland Empire retail market consists of 595 centers containing approximately
96,308,452 square feet. As of the first quarter 2008, approximately 13,600,000
square feet was still under construction. Vacancy rates were 5.6% with average
rents of approximately $21.96 per square foot as of first quarter 2008.

(1)  Certain information was obtained from The Promenade Shops at Dos Lagos
     appraisal, dated April 1, 2008. The appraisal relies upon many assumptions,
     and no representation is made as to the accuracy of the assumptions
     underlying the related appraisal.


                                      A-3-7





STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

--------------------------------------------------------------------------------
                        THE PROMENADE SHOPS AT DOS LAGOS
--------------------------------------------------------------------------------

The Corona submarket consists of approximately 1,862,000 square feet of retail
space with an 8.0% vacancy rate and average asking rents of approximately $20.60
per square foot as of first quarter 2008. For year-end 2007, the average
population within a 1-, 3- and 5-mile radius of the mortgaged property was
4,309, 13,806 and 27,535 respectively. The 2007 estimated average household
income within a 1-, 3- and 5-mile radius of the mortgaged property was $92,456,
$96,032 and $101,090 respectively.

PROPERTY MANAGEMENT. The mortgaged property is managed by PM Lifestyle Shopping
Centers, LLC, which is controlled by the sponsor, PM Lifestyle Shopping Centers,
LLC, an affiliate of the borrower.

                             LEASE ROLLOVER SCHEDULE



             NUMBER OF    SQUARE                            % OF BASE    CUMULATIVE   CUMULATIVE %   CUMULATIVE    CUMULATIVE %
               LEASES      FEET     % OF GLA    BASE RENT     RENT      SQUARE FEET      OF GLA      BASE RENT    OF BASE RENT
YEAR          EXPIRING   EXPIRING   EXPIRING    EXPIRING     EXPIRING     EXPIRING      EXPIRING      EXPIRING      EXPIRING
-------------------------------------------------------------------------------------------------------------------------------

VACANT          NAP        15,907      4.5%           NAP       NAP        15,907          4.5%             NAP        NAP
2008 & MTM        4        15,674      4.5     $  328,553       3.8%       31,581          9.0%      $  328,553        3.8%
2009              2         5,295      1.5        197,065       2.3        36,876         10.5%      $  525,618        6.1%
2010              1         3,500      1.0         70,000       0.8        40,376         11.5%      $  595,618        6.9%
2011              7        14,053      4.0        464,979       5.4        54,429         15.5%      $1,060,597       12.2%
2012              5        18,271      5.2        454,860       5.2        72,700         20.7%      $1,515,457       17.5%
2013              2         7,669      2.2        193,225       2.2        80,369         22.9%      $1,708,682       19.7%
2014              1         1,425      0.4         39,900       0.5        81,794         23.3%      $1,748,582       20.2%
2015              0             0      0.0              0       0.0        81,794         23.3%      $1,748,582       20.2%
2016             11        22,899      6.5        885,699      10.2       104,693         29.8%      $2,634,280       30.4%
2017             22        97,100     27.6      2,733,779      31.5       201,793         57.5%      $5,368,059       61.9%
2018              9        36,135     10.3      1,202,173      13.9       237,928         67.8%      $6,570,232       75.8%
AFTER             8       113,251     32.2      2,099,691      24.2       351,179        100.0%      $8,669,923      100.0%
-------------------------------------------------------------------------------------------------------------------------------
TOTAL:           72       351,179    100.0%    $8,669,923     100.0%
===============================================================================================================================



                                     A-3-8





STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

--------------------------------------------------------------------------------
                        THE PROMENADE SHOPS AT DOS LAGOS
--------------------------------------------------------------------------------

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STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

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                                 BLOCK AT ORANGE
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--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE(1):    $110,000,000
CUT-OFF DATE PRINCIPAL BALANCE:   $110,000,000
LOAN NUMBER (% OF POOL BY IPB):   2(9.4%)
LOAN SELLER:                      JPMorgan Chase Bank, N.A.
BORROWERS:                        Orange City Mills Limited Partnership, Orange
                                  City Mills III Limited Partnership
SPONSORS:                         Simon Property Group, L.P., Farrallon Capital
                                  Management, L.L.C.
ORIGINATION DATE:                 09/04/07
INTEREST RATE:                    6.25150%
INTEREST-ONLY PERIOD:             42 months
MATURITY DATE:                    10/01/14
AMORTIZATION TYPE:                Balloon
ORIGINAL AMORTIZATION:            360 months
REMAINING AMORTIZATION:           360 months
CALL PROTECTION:                  L(24),Def(46),O(7)
CROSS-COLLATERALIZATION:          No
LOCK BOX:                         Cash Management Agreement
ADDITIONAL DEBT:                  $110,000,000
ADDITIONAL DEBT TYPE(1):          Pari Passu, Permitted Mezzanine Debt
LOAN PURPOSE:                     Refinance
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                     ESCROWS
--------------------------------------------------------------------------------
ESCROWS/RESERVES:                 INITIAL   MONTHLY
                                  -----------------
TAXES:                               $0        $0
INSURANCE:                           $0        $0
CAPEX:                               $0        $0
OTHER:                               $0        $0
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:           Single Asset
TITLE:                            Fee
PROPERTY TYPE:                    Retail -- Anchored
SQUARE FOOTAGE(2):                698,657
LOCATION:                         Orange, CA
YEAR BUILT:                       1998
OCCUPANCY:                        95.7%
OCCUPANCY DATE:                   03/31/08
NUMBER OF TENANTS:                102
HISTORICAL NOI:
   2005:                          $17,941,587
   2006:                          $17,744,711
   2007:                          $19,589,705
AVERAGE IN-LINE SALES/SF(3):      $446
UW REVENUES:                      $26,740,206
UW EXPENSES:                      $8,383,132
UW NOI:                           $18,357,074
UW NET CASH FLOW:                 $17,900,961
APPRAISED VALUE:                  $322,100,000
APPRAISAL DATE:                   07/05/07
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            FINANCIAL INFORMATION(4)
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/SF:             $315
CUT-OFF DATE LTV:                 68.3%
MATURITY DATE LTV:                65.5%
UW IO DSCR:                       1.28x
UW DSCR:                          1.10x
--------------------------------------------------------------------------------

(1)  The $220,000,000 Block at Orange mortgage loan has been split into two
     equal pari passu A-Notes. The $110,000,000 A-1 Note was securitized in the
     JPMCC 2007-C1 transaction and the $110,000,000 A-2 Note will be included in
     the trust. The related borrower is permitted to secure mezzanine debt
     subject to certain conditions including, but not limited to: (i) the
     loan-to-value ratio must not exceed 85.0% and (ii) the debt service
     coverage ratio must be equal to or greater than 1.05x.

(2)  Total square footage for the Block at Orange totals approximately 759,157
     square feet, of which approximately 698,657 square feet serves as
     collateral for the mortgage loan.

(3)  Sales per square foot reflects information provided by Simon Property
     Group, L.P. pursuant to the Tenant Sales Analysis as of December 31, 2007.
     Average in-line sales per square foot are reflective of reporting tenants
     only.

(4)  Information with respect to the Block at Orange mortgage loan, particularly
     as it relates to the debt service coverage ratios and loan-to-value ratios,
     is calculated including the principal balance of, and debt service payments
     on, the related A-1 Note, which will not be included in the trust fund.


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STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

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                                 BLOCK AT ORANGE
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                               SIGNIFICANT TENANTS



                                                                                                               LEASE
                                    RATINGS(1)             % OF OWNED  ANNUAL BASE    BASE                  EXPIRATION
TENANT NAME                       MOODY'S/FITCH  TOTAL SF      SF         RENT      RENT PSF  SALES PSF(2)     YEAR
----------------------------------------------------------------------------------------------------------------------

ANCHORS
-------
AMC ENTERTAINMENT, INC.                NR/B       112,830     16.1%    $ 2,482,260   $22.00    $692,867(3)     2018
DAVE & BUSTER'S, INC.                 B3/NR        57,974      8.3       1,084,114   $18.70    $    286        2018
VANS SKATE PARK                                    42,355      6.1         465,905   $11.00    $     95        2008
STEVE & BARRY'S                                    37,727      5.4         688,518   $18.25    $    125        2012
OFF 5TH SAKS FIFTH AVENUE OUTLET      B3/B+        31,368      4.5         313,680   $10.00    $    317        2014
                                                 -------------------------------------------
SUBTOTAL/WEIGHTED AVERAGE:                        282,254     40.4%    $ 5,034,477   $17.84
TOP 10 TENANTS
--------------
RON JON SURF SHOP                                  25,782      3.7%    $   510,484   $19.80    $    162        2008
LUCKY STRIKE LANES                                 25,015      3.6         425,255   $17.00    $    213        2013
BORDERS BOOKS AND MUSIC                            25,000      3.6         503,125   $20.12         NAP        2014
VIRGIN MEGASTORE                                   22,196      3.2         374,890   $16.89    $    134        2009
THE POWER HOUSE                                    20,378      2.9         234,000   $11.48    $     68         MTM(4)
HILO HATTIE                                        20,000      2.9         490,000   $24.50    $    243        2014
OLD NAVY                             Ba1/BB+       15,722      2.3         204,386   $13.00    $    411        2008
BURKE WILLIAMS DAY SPA                             13,060      1.9         313,440   $24.00    $    209        2011
ALCATRAZ BREWING COMPANY                           10,491      1.5         251,784   $24.00    $    270        2008
                                                 -------------------------------------------
SUBTOTAL/WEIGHTED AVERAGE:                        177,644     25.4%    $ 3,307,364   $18.62
REMAINING INLINE SPACE                            208,919     29.9%    $ 7,943,215   $38.02
----------------------                            -------------------------------------------
VACANT SQUARE FEET:                                29,840      4.3%            NAP
TOTAL OWNED GLA:                                  698,657              $16,285,056
TOTAL CENTER GLA(5):                              759,157              $17,481,131


(1)  Ratings are provided for the parent company of the entity listed in the
     "Tenant Name" field whether or not the parent company guarantees the lease.

(2)  Sales per square foot reflect information provided by Simon Property Group,
     L.P. pursuant to the Tenant Sales Analysis as of December 31, 2007. Average
     in-line sales per square foot are reflective of reporting tenants only.

(3)  Represents per screen sales of the 30 screen theatre.

(4)  Represents month-to-month tenant.

(5)  There are four tenants that occupy approximately 60,500 square feet and pay
     approximately $1,196,075 in annual base rent.


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STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

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                                 BLOCK AT ORANGE
--------------------------------------------------------------------------------

THE LOAN. The Block at Orange mortgage loan is secured by a first lien mortgage
in a fee interest in an open-air, single-level retail/entertainment regional
shopping center containing approximately 759,157 square feet, of which 698,657
square feet is part of the underlying collateral, located in Orange, California.

The $220,000,000 Block at Orange mortgage loan has been split into two equal
pari passu A-Notes. The $110,000,000 A-1 Note was securitized in the JPMCC
2007-C1 securitization and the $110,000,000 A-2 Note will be included in the
trust.

THE BORROWERS. The related borrowers are Orange City Mills Limited Partnership
and Orange City Mills III Limited Partnership, both of which are structured as
special purpose entities.

THE SPONSORS. The sponsors for the related mortgage loan are Simon Property
Group, L.P. ("Simon") and Farallon Capital Management, L.L.C. ("Farallon").
Simon (NYSE: "SPG"), an S&P 500 company, is one of the largest publicly traded
retail real estate companies in the United States with a total market
capitalization in excess of $22 billion as of April 18, 2008. Simon,
headquartered in Indianapolis, Indiana, is a real estate investment trust
engaged in the ownership, development and management of retail real estate.
Simon operates from five platforms: regional malls, Premium Outlet Centers, The
Mills, community/lifestyle centers and international properties. Through its
subsidiary partnership, Simon currently owns or has an interest in approximately
380 properties in the United States containing an aggregate of 258 million
square feet of gross leaseable area in North America, Europe and Asia. Simon
also has an interest in 50 European shopping centers in France, Italy and
Poland; six Premium Outlet centers in Japan; and one Premium Outlet center in
both South Korea and Mexico.

Farallon was founded in March 1986 by Thomas F. Steyer. The firm manages equity
capital for institutions and high net worth individuals. Farallon's
institutional investors are primarily college endowments and foundations.
Farallon employs approximately 120 people at its headquarters in San Francisco,
California, and is a registered investment advisor with the United States
Securities and Exchange Commission.

THE PROPERTY(1). The mortgaged property is an open-air, single-level
retail/entertainment regional shopping center containing approximately 759,157
square feet, of which 698,657 square feet is part of the underlying collateral,
situated on an approximately 69.3-acre parcel of land located in Orange,
California. The mortgaged property is located at the northwest corner of
Metropolitan Drive and The City Drive, just north of Highway 22 in the City of
Orange. The City of Orange contains approximately 24 square miles of land area
located in the central portion of Orange County and is bordered by Anaheim to
the northwest, Tustin to the south, and Villa Park to the northeast. Orange is
located approximately 32 miles southeast of Los Angeles, 84 miles north of San
Diego and 436 miles south of San Francisco.

The City of Orange has access to other cities within Orange County as well as
outlying areas by way of the region's expanding mass transit networks and
Southern California's freeway system, which include but are not limited to: the
Costa Mesa Freeway (Interstate 55), the Riverside Freeway (State Highway 91),
the Garden Grove Freeway (State Highway 22), the Santa Ana Freeway (Interstate
5) and the Orange Freeway (State Highway 57). Access to the mortgaged property
is available via west and eastbound exits from Highway 22 at The City Drive,
north and southbound exits from Interstate 5 at Chapman Avenue and one
additional southbound exit from Interstate 5 at State College Boulevard.
Overall, access from all sources including freeways, commercial streets, rail,
bus and air is considered to be good.

The mortgaged property benefits by its heavily trafficked corner location in
close proximity to several office buildings and hotels, as well as its location
across the street from the Orange County courts and UCI Medical Center, all of
which provide a substantial daytime customer base.

Built in 1998, the mortgaged property is anchored by several nationally
recognized tenants including AMC Entertainment, Dave & Buster's, Vans Skate
Park, Steve & Barry's and Off 5th Saks Fifth Avenue Outlet, which on a aggregate
level encompass approximately 282,254 square feet or 40.4% percent of the
mortgaged property's net rentable area.

The mortgaged property's total sales have grown over the past few years. Total
reported sales for year-end 2006 and 2007 were approximately $167,651,000 and
$175,720,000, respectively, which represents a 4.8% increase.

As of December 31, 2007, average sales per square foot for tenants occupying
more than 10,000 square feet were $200 per year. Excluding the AMC theatre, the
average is $205 per square foot for reporting tenants.

As of March 31, 2008, the mortgaged property is 95.7% leased with an overall
average rent per square foot of $24.35. The average rent excluding anchor
tenants is $29.10 and the average rent for inline tenants is $18.62.

(1)  Sales information reflect information provided by Simon pursuant to the
     Tenant Sales Analysis as of December 31, 2007.


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STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

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                                 BLOCK AT ORANGE
--------------------------------------------------------------------------------

SIGNIFICANT TENANTS.

AMC Entertainment, Inc. ("AMC") was founded in 1920 and is headquartered in
Kansas City, Missouri, and maintains a "B" credit rating by Fitch. AMC is one of
the world's leading theatrical exhibition companies with interests in
approximately 360 theatres with 5,140 screens in 30 states and the District of
Columbia and five countries outside the United States (Canada, Mexico, Hong
Kong, France and the United Kingdom). Of the 360 theatres, 89% are located in
the United States and Canada. 80% of AMC's United States Screens are in the top
25 markets and 94% are in the top 50 markets. AMC is in 23 of the top 25 United
States markets and is ranked #1 or #2 in box office revenues in 22 of those
markets. At an average of 14.6 screens per theatre, AMC has the highest screen
per theatre count among the major United States and Canadian exhibitors, which
is more than twice the industry average of 6.5. More than 238 million guests
attended an AMC theatre in fiscal 2007. AMC currently employs approximately
21,000 full- and part-time associates. The AMC theatre at the mortgaged property
has 30 screens with average sales, as reported by Simon, of approximately
$653,533 per screen. AMC occupies approximately 112,830 square feet, or
approximately 16.1% of the mortgaged property's net rentable area. AMC's lease
expires in 2018.

Dave & Buster's, Inc. ("D&B") was founded in 1982 and is headquartered in
Dallas, Texas, and maintains a "B3" credit rating by Moody's. D&B operates 48
high-volume restaurant/entertainment complexes throughout the United States that
offer both food and a fun-filled experience to adults and families. D&B has
granted several international licensing agreements for further expansion abroad.
Currently, D&B has active international license agreements for Mexico and the
Middle East. Each D&B offers an impressive selection of high-quality food and
beverage items, combined with an extensive array of interactive entertainment
attractions such as pocket billiards, shuffleboard, state-of-the-art simulators,
virtual reality and traditional carnival-style amusements and games of skill.
D&B occupies approximately 57,974 square feet, or approximately 8.3% of the
mortgaged property's net rentable area. Dave & Buster's lease expires in 2018.

Vans Skate Park ("Vans") features 20,000 square feet of an indoor street course
with quarter pipes, banks, handrails, boxes, pyramids; the Combi Pool (replica
of original skate park located at Upland Pipeline skate park); an outdoor street
course made of concrete, featuring handrails, ledges, stairs, manual pads, and
an 80 foot wide vertical ramp; pee wee area for beginners; two mini ramps (micro
mini ramp is 31/2 feet high and 22 feet wide, full size mini ramp is 6 feet high
and 28 feet wide); and arcade games. Vans occupies approximately 42,355 square
feet, or approximately 6.1% of the mortgaged property's net rentable area. Vans
lease expires in 2008.

THE MARKET(1). The mortgaged property is located in Orange, California. The Los
Angeles-Long Beach-Santa Ana Metropolitan Statistical Area in Southern
California is the largest of the three metropolitan statistical areas within the
Los Angeles Combined Statistical Area ("Los Angeles CSA"). The Los Angeles-Long
Beach-Santa Ana Metropolitan Statistical Area is further divided into two
metropolitan divisions -- Los Angeles-Long Beach-Glendale and Santa
Ana-Anaheim-Irvine. The Santa Ana-Anaheim-Irvine metropolitan division, which is
the metropolitan division the mortgaged property operates within, consists
solely of Orange County and encompasses 34 incorporated cities.

In 2007, the State of California had a population of 37,075,982 with an average
household income of $76,956. Orange County had a population of 3,051,786 with an
average household income of $92,269. The City of Orange had a population of
137,619 with an average household income of $88,113.

The City of Orange's 2007 reported population of 137,619 represents 0.95% annual
growth from the 2000 population of 128,821. The population is projected to
increase by a compound annual rate of 1.13% between 2007 and 2012.

The City of Orange's 2007 reported average household income of $88,113 per year
is less than the Orange County's level of $92,269, but higher than the state
level at $76,956. During the period from 2000 to 2007, the City of Orange's
household income grew at a pace of 2.5% per year. Average household income is
projected to continue growing, but at a slower pace. Between 2007 and 2012,
average household income is projected to grow at 2.11% annually.

In 2007, within a 1-, 3-, and 5-mile radius of the mortgaged property the
population was 30,381, 286,684 and 806,780 respectively. Within a 1-, 3-, and
5-mile radius the average household income was $62,360, $59,564 and $64,832
respectively.

Orange County's retail market is stable with a positive outlook for the future,
which is complimented by market occupancy remaining high and rental growth
strong. Marcus & Millichap Real Estate Investment Brokerage Company ranks the
local market seventh-best in the nation.

Orange County ranks highest in median household income among the Los Angeles
CSA's counties. Orange County's 2007 estimated median household income was
$69,494. Over the past 10 years, Orange County's 3.8% average annual growth in
median household income was one-half of a percent higher then the Top 100
average annual increase of 3.3%. Through 2011, Orange County's median household
income is expected to grow an average of 3.2% per year, which is higher than the
projected Top 100 average of 3.0%.

Orange County's employment growth since the mid 1990's generally exceeds that of
the Top 100 Metros. From 1996 to 2006, total employment in Orange County
expanded at an average rate of 2.5% per year, nearly double the 1.5% pace of the
Top 100. Between 2006 and 2011, Orange County's employment growth is projected
to equal that of the Top 100, with a projected average annual growth rate of
1.5%.

(1)  Certain information was obtained from the Block at Orange appraisal, dated
     July 5, 2007. The appraisal relies upon many assumptions, and no
     representation is made as to the accuracy of the assumptions underline the
     related appraisal.


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STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

--------------------------------------------------------------------------------
                                 BLOCK AT ORANGE
--------------------------------------------------------------------------------

Orange County has historically maintained a lower unemployment rate than the
average across the Top 100. During 2006, Orange County's unemployment averaged a
low 3.4%, which is lower than the Top 100 unemployment rate of 4.5%. Orange
County unemployment rate is expected to decrease to 3.2% by 2011, roughly 118
basis points below the projection for the Top 100.

PROPERTY MANAGEMENT. The mortgaged property is managed by Simon Management
Associates II, LLC, a Delaware limited liability company and an affiliate of the
related borrower.

                             LEASE ROLLOVER SCHEDULE



            NUMBER OF   SQUARE                          % OF BASE   CUMULATIVE  CUMULATIVE %   CUMULATIVE   CUMULATIVE %
              LEASES     FEET    % OF GLA   BASE RENT     RENT     SQUARE FEET     OF GLA      BASE RENT   OF BASE RENT
YEAR         EXPIRING  EXPIRING  EXPIRING   EXPIRING     EXPIRING    EXPIRING     EXPIRING      EXPIRING     EXPIRING
------------------------------------------------------------------------------------------------------------------------

VACANT         NAP       29,840     4.3%        NAP        NAP        29,840        4.3%          NAP           NAP
2008 & MTM      28      159,686    22.9    $ 3,947,362     24.2%     189,526       27.1%      $ 3,947,362       24.2%
2009            12       44,104     6.3      1,236,841      7.6      233,630       33.4%      $ 5,184,203       31.8%
2010            14       32,208     4.6      1,174,863      7.2      265,838       38.0%      $ 6,359,066       39.0%
2011             7       18,029     2.6        611,169      3.8      283,867       40.6%      $ 6,970,234       42.8%
2012             5       55,507     7.9      1,024,331      6.3      339,374       48.6%      $ 7,994,565       49.1%
2013             7       35,608     5.1        959,231      5.9      374,982       53.7%      $ 8,953,796       55.0%
2014             5       79,234    11.3      1,480,533      9.1      454,216       65.0%      $10,434,329       64.1%
2015             8       34,527     4.9        890,495      5.5      488,743       70.0%      $11,324,824       69.5%
2016             5        8,154     1.2        290,640      1.8      496,897       71.1%      $11,615,464       71.3%
2017             1          817     0.1         50,000      0.3      497,714       71.2%      $11,665,464       71.6%
2018             8      192,347    27.5      4,305,949     26.4      690,061       98.8%      $15,971,413       98.1%
AFTER            2        8,596     1.2        313,642      1.9      698,657      100.0%      $16,285,055      100.0%
------------------------------------------------------------------------------------------------------------------------
TOTAL:         102      698,657   100.0%   $16,285,055    100.0%
========================================================================================================================



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STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

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                                BLOCK AT ORANGE
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                                BLOCK AT ORANGE
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STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

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                                WESTIN PORTFOLIO
--------------------------------------------------------------------------------

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                                     A-3-20





STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

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                                WESTIN PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                          MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE(1):    $104,000,000
CUT-OFF DATE PRINCIPAL BALANCE:   $104,000,000
LOAN NUMBER (% OF POOL BY IPB):   3 (8.9%)
LOAN SELLER:                      JPMorgan Chase Bank, N.A.
BORROWERS:                        Transwest Tucson Property, L.L.C.,
                                  Transwest Hilton Head
                                  Property, L.L.C.
SPONSORS(2):                      Michael J. Hanson, Randy G. Dix
ORIGINATION DATE:                 12/05/07
INTEREST RATE:                    6.85900%
INTEREST-ONLY PERIOD:             36 months
MATURITY DATE:                    01/01/18
AMORTIZATION TYPE:                Balloon
ORIGINAL AMORTIZATION:            360 months
REMAINING AMORTIZATION:           360 months
CALL PROTECTION:                  L(24),Def(88),O(4)
CROSS-COLLATERALIZATION:          No
LOCK BOX:                         Soft
ADDITIONAL DEBT:                  $105,000,000/$31,500,000
ADDITIONAL DEBT TYPE(1):          Pari Passu/Senior and Junior
                                  Mezzanine Debt
LOAN PURPOSE:                     Acquisition
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                     ESCROWS
--------------------------------------------------------------------------------
ESCROWS/RESERVES:                  INITIAL    MONTHLY
                                  -------------------
TAXES:                            $833,241   $240,419
INSURANCE:                        $251,948   $125,974
CAPEX:                            $      0   $315,987
ENGINEERING:                      $310,179   $      0
ENVIRONMENTAL:                    $ 35,560   $      0
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:           Portfolio
TITLE:                            Fee
PROPERTY TYPE:                    Hotel -- Full Service
ROOMS:                            899
LOCATION:                         Various
YEAR BUILT/RENOVATED:             Various
OCCUPANCY:                        68.1%
OCCUPANCY DATE:                   02/29/08
HISTORICAL NOI:
   2005:                          $19,394,423
   2006:                          $20,984,414
   2007:                          $20,912,139
UW REVENUES:                      $94,796,166
UW EXPENSES:                      $71,111,713
UW NOI:                           $23,684,454
UW NET CASH FLOW:                 $19,892,607
APPRAISED VALUE:                  $303,800,000
APPRAISAL DATE:                   10/26/07
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             FINANCIAL INFORMATION(3)
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/ROOM:           $232,481
CUT-OFF DATE LTV:                 68.8%
MATURITY DATE LTV:                63.2%
UW IO DSCR:                       1.37x
UW DSCR:                          1.21x
--------------------------------------------------------------------------------

     THE WESTIN -- LA PALOMA RESORT & SPA HISTORICAL OPERATING STATISTICS(4)



        OCCUPANCY                            ADR                                    REVPAR
-------------------------   -------------------------------------   -------------------------------------
2006   2007   2008    UW      2006      2007      2008       UW       2006      2007      2008      UW
---------------------------------------------------------------------------------------------------------

73.0%  73.9%  72.0%  73.6%  $160.04   $160.54   $173.02   $175.00   $116.79   $118.58   $124.61   $128.84


           THE WESTIN -- HILTON HEAD HISTORICAL OPERATING STATISTICS(4)



        OCCUPANCY                            ADR                                    REVPAR
-------------------------   -------------------------------------   -------------------------------------
2006   2007   2008    UW      2006      2007      2008       UW       2006      2007      2008      UW
---------------------------------------------------------------------------------------------------------

65.9%  63.3%  63.5%  65.0%  $169.07   $178.07   $182.43   $187.00   $111.50   $112.77   $115.80   $121.55


(1)  The total mortgage loan amount of $240,500,000 is split into two pari passu
     notes, a $105,000,000 A-1 Note and a $104,000,000 A-2 Note. The A-1 Note
     was securitized in the JPMCC 2007-C1 transaction and the A-2 Note will be
     included in the trust. The additional $31,500,000 mezzanine debt consists
     of $21,500,000 senior mezzanine debt and $10,000,000 junior mezzanine debt.

(2)  The sponsors are providing a completion guaranty of the renovations
     expected to be complete within 24 months at a minimum cost of $10,241,143.

(3)  Information with respect to the Westin Portfolio mortgage loan,
     particularly as it relates to the debt service coverage ratios and
     loan-to-value ratios, is calculated including the principal balance of, and
     debt service payments on, the related A-1 Note, which will not be included
     in the trust fund.

(4)  All historical and 2008 occupancy, ADR and RevPAR numbers presented above
     reflect trailing 12-month figures from the February 2008 STR report, dated
     March 21, 2008.


                                     A-3-21





STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

--------------------------------------------------------------------------------
                                WESTIN PORTFOLIO
--------------------------------------------------------------------------------

THE LOAN. The Westin Portfolio mortgage loan is secured by a first lien mortgage
in a fee simple interest in a 487-room, full-service hotel located in Tucson,
Arizona and a 412-room, full-service hotel located in Hilton Head, South
Carolina.

The total mortgage loan amount of $240,500,000 is split into two pari passu
notes, a $105,000,000 A-1 Note and a $104,000,000 A-2 Note. The A-1 Note was
securitized in the JPMCC 2007-C1 securitization and the A-2 Note will be
included in the trust. The additional $31,500,000 mezzanine debt consists of
$21,500,000 of senior mezzanine debt and $10,000,000 of junior mezzanine debt.

THE BORROWERS. The borrowers for the Westin Portfolio mortgage loan are
Transwest Tucson Property, L.L.C. (The Westin -- La Paloma Resort & Spa) and
Transwest Hilton Head Property, L.L.C. (The Westin -- Hilton Head), both
structured as single purpose entities.

THE SPONSORS. The sponsors for the Westin Portfolio mortgage loan are Michael
J.Hanson and Randy G. Dix, who own 92% and 8%, respectively of NCH/Transwest
Partners, L.L.C. NCH/Transwest Partners, L.L.C. is an Arizona real estate
investment firm with diverse real estate holdings including over 600 rooms in
full-service hotels, approximately 5,000 multifamily units and approximately
500,000 square feet of commercial space.

PARTIAL RELEASE. Provided that no event of default exists, after the defeasance
lockout date, individual Westin Portfolio mortgaged properties may be released
from the lien of the mortgage upon the satisfaction of certain conditions
including, but not limited to: (i) receipt of defeasance collateral in an amount
equal to 115% of the allocated loan amount of the individual property to be
released and (ii) the debt service coverage ratio of the loan for the individual
properties (excluding the individual properties released) must be equal to or
greater than the greater of (a) the debt service coverage ratio for the 12 full
calendar months immediately preceding the closing date and (b) the debt service
coverage ratio for the properties (including the individual property to be
released) for the trailing 12 full calendar months as of the date immediately
preceding the release of the individual property.

THE PROPERTIES. The Westin Portfolio mortgaged properties consist of two
full-service hotels with a combined total of approximately 899 rooms, 108,440
square feet of meeting space, 46 meeting rooms, 20,000 square feet of spa space,
12 restaurants, 10 tennis courts, 27 holes of golf, 9 swimming pools and 903
parking spaces.

The Westin -- La Paloma Resort & Spa ("Westin La Paloma"), built in 1984, is a
487-room, full-service hotel and resort, with a 27 hole golf course designed by
Jack Nicklaus, approximately 60,000 square feet of indoor meeting space, 21,000
square feet of outdoor meeting space, seven restaurants, including award winning
Janos Chef, a 12,500 square feet Elizabeth Arden Spa, six swimming pools, ten
tennis courts and a health club spread over approximately 174 acres.

The Westin -- Hilton Head ("Westin Hilton Head"), built in 1985, is a 412-room,
full-service hotel and resort, with 28,200 square feet of meeting space, the
first Westin Heavenly Spa in the US, which opened in April 2007, three
restaurants, two outdoor swimming pools and one indoor swimming pool spread over
approximately 17 acres.

WESTIN LA PALOMA:

The mortgaged property is a 487-room Westin Resort Hotel located at the
foothills of the Santa Catalina Mountains, approximately 10 miles north of the
Downtown Tucson, Arizona area. The mortgaged property fronts East Sunrise Drive
and Via Paloma Road. The site, which measures approximately 174 acres, was built
in 1984 and is improved with 27 two- and three-story exterior corridor hotel
buildings. Access to the mortgaged property is gained via East Sunrise Drive,
which is the primary east/west arterial road in the subject neighborhood.
Regional access to the mortgaged property is provided by Route 77 and Interstate
10, which stretches eastbound from southern California to Downtown Phoenix.
Tucson International Airport is located 17 miles south of the mortgaged
property. The neighborhood surrounding the mortgaged property is mostly improved
with retail and commercial developments along the main throughways and
residential along the side streets. The boundaries of the neighborhood are
formed by Ina Road and the National Forest boundary to the north, Salina Canyon
Road and the National Forest Boundary to the east, River Road to the south and
Oracle Road to the west.

WESTIN HILTON HEAD:

The mortgaged property is a 412-room Westin Resort hotel in Beaufort County,
Hilton Head, South Carolina. The mortgaged property is easily accessible from
Grasslawn Avenue and has visibility along the Atlantic Ocean. Access to the
mortgaged property is rated good and is similar to other lodging establishments
in the immediate area. There is good access to and from the neighborhood due to
the proximity to US 278, located approximately one mile from the mortgaged
property that also provides access to Interstate 95. The mortgaged property is
located in the Port Royal Plantation. Overall, the development of the immediate
area is considered to be conducive to the operation of a transient lodging
facility.


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STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

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                                WESTIN PORTFOLIO
--------------------------------------------------------------------------------

THE MARKETS(1),(2). The mortgaged properties are both located in strong lodging
markets; Westin La Paloma is located at the foothills of the Santa Catalina
Mountains in Tucson, Arizona and Westin Hilton Head is located on an oceanfront
site within Port Royal Plantation in Hilton Head, South Carolina. Westin
Portfolio is characterized as resort type hotels designed to accommodate major
segments of the travel industry. Westin La Paloma market segmentation is 66%
groups and 34% transient. Westin Hilton Head market segmentation is 55% groups
and 45% transient.

WESTIN LA PALOMA:

The mortgaged property competes mainly with other resort/golf hotels in the
Tucson market. The Tucson/Pima County market contains a total of approximately
15,000 rooms, with the mortgaged property and direct competitors accounting for
approximately 2,055 of those rooms. The mortgaged property's main competitive
set includes Hilton El Conquistador Tucson, Loews Ventana Canyon Resort, Omni
Tucson National Resort & Spa, and JW Marriott Starr Pass Resort & Spa.

The hotel's competitive set consists of five hotels with 2,055 guest rooms,
including the mortgaged property. The competitive set achieved occupancy of
64.1%, ADR of $167.26, and RevPAR of $107.16 for the February 2008 TTM. The
mortgaged property achieved occupancy of 72.0%, ADR of $173.02, and RevPAR of
$124.61 for the February 2008 TTM, resulting in penetration indices of 112.4%,
103.4%, and 116.3%, respectively.

WESTIN HILTON HEAD:

The mortgaged property is located in Hilton Head, Beaufort County, South
Carolina. This lodging market includes a wide array of hotels ranging from
limited to full-service hotels to large resort hotels. The Hilton Head/Beaufort
County market contains a total of approximately 5,600 rooms, ranging from older,
functionally obsolete properties to resort destinations. Of the approximate
5,600 rooms in the local market, the mortgaged property and its competitors
account for approximately 1,588 rooms and are located with direct access to the
Atlantic Ocean. The property's main competitive set includes Hilton Head
Marriott Resort & Spa, Crowne Plaza Hilton Head Island Resort, and Hilton
Oceanfront Resort all located in Hilton Head.

The hotel's competitive set consists of four hotels with 1,588 rooms, including
the mortgaged property. The competitive set achieved occupancy of 58.6%, ADR of
$175.75, and RevPar of $102.99 for the February 2008 TTM. The mortgaged property
achieved occupancy of 63.5%, ADR of $182.43, and RevPar of $115.80, resulting in
penetration indices of 108.3%, 103.8%, and 112.4%, respectively.

PROPERTY MANAGEMENT. The mortgaged properties have been managed by Starwood
Hotels since 1988 on a long term management contract that extends beyond the
term of the loan through 2028 for Westin La Paloma and 2019 for Westin Hilton
Head. Starwood Hotels is one of the world's largest hotel and leisure companies
that conducts business both directly and through subsidiaries. Starwood Hotel's
brand names include Westin Hotels & Resorts, W Hotels, The Luxury Collection, Le
Meridien, Sheraton Hotels & Resorts, Four Points by Sheraton and St. Regis
Hotels & Resorts. As of December 31, 2006, Starwood's hotel portfolio included
871 hotels with approximately 266,000 rooms in about 100 countries.

(1)  Certain information was obtained from the Westin -- La Paloma and Westin --
     Hilton Head property appraisals, dated October 26, 2007. The appraisals
     rely upon many assumptions, and no representations are made as to the
     accuracy of the assumptions underlying the related appraisal.

(2)  All historical occupancy, ADR and RevPAR numbers presented for 2008 above
     reflect trailing 12-month figures from the February 2008 STR report, dated
     March 21, 2008.


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                                WESTIN PORTFOLIO
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                               THE TUPPER BUILDING
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                               THE TUPPER BUILDING
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--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE:       $43,920,000
CUT-OFF DATE PRINCIPAL BALANCE:   $43,920,000
LOAN NUMBER (% OF POOL BY IPB):   4 (3.8%)
LOAN SELLER:                      PNC Bank
BORROWERS:                        NNN Tupper Building, LLC, NNN
                                  Tupper Building 1, LLC, NNN
                                  Tupper Building 2, LLC, etc.
SPONSOR:                          NNN Realty Advisors, Inc.
ORIGINATION DATE:                 09/05/07
INTEREST RATE:                    6.00000%
INTEREST-ONLY PERIOD:             60 months
MATURITY DATE:                    10/01/2012
AMORTIZATION TYPE:                Interest-Only
ORIGINAL AMORTIZATION:            N/A
REMAINING AMORTIZATION:           N/A
CALL PROTECTION:                  L(24),Def(26),O(3)
CROSS-COLLATERALIZATION:          No
LOCK BOX:                         Hard
ADDITIONAL DEBT:                  No
ADDITIONAL DEBT TYPE:             N/A
LOAN PURPOSE:                     Acquisition
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                     ESCROWS
--------------------------------------------------------------------------------
ESCROWS/RESERVES:                   INITIAL      MONTHLY
                                  -----------------------
TAXES:                            $        0    $    0
INSURANCE:                        $        0    $    0
CAPEX:                            $        0    $1,626(1)
ENGINEERING:                      $1,230,250(2) $    0
OTHER:                            $  108,290(3) $    0
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:           Single Asset
TITLE:                            Fee
PROPERTY TYPE:                    Office -- Medical
SQUARE FOOTAGE:                   97,559
LOCATION:                         Boston, MA
YEAR BUILT/RENOVATED:             1924/1983
OCCUPANCY:                        100.0%
OCCUPANCY DATE:                   12/31/07
NUMBER OF TENANTS:                1
HISTORICAL NOI:
TTM AS OF 11/30/07:               $3,689,877
UW REVENUES:                      $3,746,069
UW EXPENSES:                      $28,096
UW NOI:                           $3,717,973
UW NET CASH FLOW:                 $3,698,461
APPRAISED VALUE:                  $55,400,000
APPRAISAL DATE:                   08/28/07
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/SF:             $ 450
CUT-OFF DATE LTV:                  79.3%
MATURITY DATE LTV:                 79.3%
UW DSCR:                           1.38x
--------------------------------------------------------------------------------

                              SIGNIFICANT TENANTS



                                RATINGS                                                 LEASE
TENANT NAME                 MOODY'S/FITCH  TOTAL SF  % OF TOTAL SF  BASE RENT PSF  EXPIRATION YEAR
--------------------------------------------------------------------------------------------------

NEW ENGLAND MEDICAL CENTER                  97,559       100.0%        $37.00            2017


(1)  The borrower is required to deposit $1,626 per month into a CapEx reserve;
     provided that the borrower will not be required to make any payments into
     the reserve fund if the balance of the reserve equals or exceeds $39,024.

(2)  This amount is not held by or under the control of the lender. It is held
     by a third-party title company pursuant to an escrow agreement between the
     borrower, New England Medical Center Hospitals, Inc. (Tenant) and the
     escrow agent.

(3)  At closing, the borrower deposited this amount to fund a portion of the
     debt service on the mortgage loan through October 2008.


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STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

--------------------------------------------------------------------------------
                              THE TUPPER BUILDING
--------------------------------------------------------------------------------

THE LOAN. The Tupper Building mortgage loan is secured by a first mortgage lien
in a fee simple interest in The Tupper Building, a 97,559 square foot,
Office/Medical property built in 1924, renovated in 1983, and located on
approximately 0.17 acres of land in downtown Boston, Massachusetts.

THE BORROWERS. The borrowers are multiple single member Delaware limited
liability companies under a syndicated tenant in common structure.

THE SPONSOR. The sponsor of this loan is NNN Realty Advisors Inc., which has
substantial real estate experience and currently manages 233 commercial
properties totaling over 30 million square feet.

THE PROPERTY. The Tupper Building is located in the Boston central business
district office market at 15 Kneeland Street, on the northeastern edge of Tufts
-- New England Medical Center Campus in Boston, Massachusetts. It has access to
Interstate 90 (approximately 1/2 mile south) and Interstate 93 (approximately
1/10 mile east). The Tupper Building is an approximately 97,559 square foot
nearly rectangular-shaped building that was constructed in 1924, and completely
renovated in 1983. It is a 14-story concrete structure with brick veneer and
concrete accented exterior finishes. It is primarily leased for medical
laboratory research and office use. Floors 2 through 9 and 11 through 14 consist
predominantly of lab space (approximately 80% per floor) with the remaining
square footage on each floor devoted to office space. Floor 10 is utilized as
supporting office space for administrative functions while the first floor
houses the Human Resources Department at Tufts-New England Medical Center. The
basement level consists of approximately 2,527 square feet of rentable area
while the remainder of the floors range in size from approximately 4,924 to
6,767 rentable square feet.

SIGNIFICANT TENANTS.

New England Medical Center Hospitals, Inc. ("NEMC") is a not-for-profit, acute
care hospital established to provide health care services to patients, primarily
in the greater Boston area, but also throughout New England and beyond. NEMC
operates a campus facility that includes 1.8 million square feet of space in 17
buildings employing over 4,500 people and located just south of Boston's
financial district. This campus is anchored by the 451-bed Floating Hospital for
Children and NEMC is the principal teaching hospital for Tufts University School
of Medicine. As such it provides both research and education for physicians and
other health care professionals. Consequently, revenue is derived from direct
patient care in tandem with research grants and reimbursement from educational
activities. For the fiscal year ending September 30, 2007, NEMC's revenue
totaled $732,973,000, net income of $54,610,000, total assets of $515,717,000,
and total equity of $189,346,000. NEMC also has long-term debt outstanding of
$100,559,000, of which $90,105,000 consist of two issues of fixed-rate serial
and term revenue bonds issued under the Massachusetts Health and Educational
Facilities Authority.

THE MARKET(1). The Tupper Building is located in the Boston central business
district office market. As of year-end 2007, per CoStar Group, this office
market had a total inventory of 78,858,576 square feet in 783 buildings, an
occupancy of 92.9% with an average rental rate of $36.21 per square foot,
457,198 square feet of net absorption and 966,252 square feet under
construction. Additionally, CoStar places the Tupper Building in the Boston
Mid-Town office submarket. As of year-end 2007, per CoStar, this office
submarket had a total inventory of 6,388,134 square feet in 64 buildings, an
occupancy of 93.8% with an average rental rate of $37.97 per square foot and no
new buildings under construction in this submarket.

PROPERTY MANAGEMENT. The property will be managed by Triple Net Properties
Realty, Inc., a wholly owned subsidiary of NNN Realty Advisors Inc.,
headquartered in Santa Ana, California, with regional offices in several major
cities.

(1)  Certain information was obtained from The Tupper Building property
     appraisal, dated August 28, 2007. The appraisal relies upon many
     assumptions, and no representation is made as to the accuracy of the
     assumptions underlying the related appraisal.


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                          STATION CASINOS HEADQUARTERS
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STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

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                          STATION CASINOS HEADQUARTERS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                           MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE:       $42,250,000
CUT-OFF DATE PRINCIPAL BALANCE:   $42,250,000
LOAN NUMBER (% OF POOL BY IPB):   5 (3.6%)
LOAN SELLER:                      JPMorgan Chase Bank, N.A.
BORROWER:                         Cole So Las Vegas NV, LLC
SPONSOR:                          Cole Operating Partnership II, LP
ORIGINATION DATE:                 11/01/07
INTEREST RATE:                    6.52150%
INTEREST-ONLY PERIOD:             60 months
MATURITY DATE:                    11/01/17
AMORTIZATION TYPE:                Balloon
ORIGINAL AMORTIZATION:            360 months
REMAINING AMORTIZATION:           360 months
CALL PROTECTION:                  L(24),Def(86),O(4)
CROSS-COLLATERALIZATION:          No
LOCK BOX:                         Springing
ADDITIONAL DEBT:                  No
ADDITIONAL DEBT TYPE:             N/A
LOAN PURPOSE:                     Acquisition
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                     ESCROWS
--------------------------------------------------------------------------------
ESCROWS/RESERVES:                 INITIAL   MONTHLY
                                  -----------------
TAXES:                               $0        $0
INSURANCE:                           $0        $0
CAPEX:                               $0        $0
REQUIRED REPAIRS:                    $0        $0
OTHER:                               $0        $0
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:           Single Asset
TITLE:                            Fee
PROPERTY TYPE:                    Office -- Suburban
SQUARE FOOTAGE:                   138,558
LOCATION:                         Las Vegas, NV
YEAR BUILT:                       2007
OCCUPANCY:                        100.0%
OCCUPANCY DATE:                   04/01/08
NUMBER OF TENANTS:                1
UW REVENUES(1):                   $4,153,886
UW EXPENSES:                      $129,000
UW NOI:                           $4,204,887
UW NET CASH FLOW:                 $3,872,473
APPRAISED VALUE:                  $70,000,000
APPRAISAL DATE:                   11/01/07
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/SF:             $305
CUT-OFF DATE LTV:                 60.4%
MATURITY DATE LTV:                56.8%
UW IO DSCR:                       1.39x
UW DSCR:                          1.21x
--------------------------------------------------------------------------------

                               SIGNIFICANT TENANTS



                           RATINGS(2)                                                   LEASE
TENANT NAME             MOODY'S/FITCH   TOTAL SF   % OF TOTAL SF   BASE RENT PSF   EXPIRATION YEAR
--------------------------------------------------------------------------------------------------

STATION CASINOS, INC.       B2/NR        138,558       100.0%          $37.89            2027


(1)  Station Casinos, Inc. currently pays a rental rate of $37.89 per square
     foot. Rent was underwritten to $30.00 per square foot in order to be more
     in line with the $31.00 per square foot single tenant market rent for the
     Las Vegas market.

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


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STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

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                          STATION CASINOS HEADQUARTERS
--------------------------------------------------------------------------------

THE LOAN. The Station Casinos Headquarters mortgage loan is secured by a first
lien mortgage in a fee interest of an approximately 138,558 square foot Class
"A+" office building located in the West/Northwest submarket of Las Vegas,
Nevada.

THE BORROWER. The borrowing entity is Cole So Las Vegas NV, LLC, a special
purpose entity controlled by Cole Operating Partnership II, LP. Cole Credit
Property Trust II, Inc. (the "REIT") owns 99.99% interest in Cole Operating
Partnership II, LP and is its general partner. The remaining 0.01% of Cole
Operating Partnership II, LP is held as a limited partnership interest by Cole
REIT Advisors II, LLC, which is the REIT's affiliated advisor. The borrower and
the tenant, Station Casinos, Inc., are not affiliated.

THE SPONSOR. The loan sponsor is Cole Operating Partnership II, LP, which is
owned and operated by Cole Credit Property Trust II, Inc., a Phoenix-based
private REIT formed in 2004 as its general partner, with the remaining 0.01% of
Cole Operating Partnership II, LP held as a limited partnership interest by Cole
REIT Advisors II, LLC, the REIT's affiliated advisor. Cole Credit Property Trust
II, Inc. is a Maryland corporation formed on September 29, 2004, that has
elected to be taxed, and currently qualifies as a REIT. It is organized to
acquire and operate commercial real estate consisting primarily of freestanding,
single-tenant, retail properties net leased to investment grade and other
creditworthy tenants located throughout the United States. As of December 31,
2007, Cole Operating Partners Trust II, LP owned approximately 11.3 million
square feet of commercial real estate. As of December 31, 2007, these properties
were approximately 99.0% leased. As of December 31, 2007, the REIT also owned 69
mortgaged properties of which 26 are single-tenant retail properties, each of
which is subject to a net lease. As of December 31, 2007, the REIT reported
$1.97 billion in total assets, $57.5 million in cash and cash equivalents and
$781 million of stockholder equity.

PURCHASE OPTION. Station Casinos, Inc. ("Stations") has a purchase option with
respect to the Station Casinos Headquarters. The Stations purchase option will
be (a) with respect to an exercise of the Stations purchase option upon the
expiration of the fifth year of the lease term (October 2012), the greater of
(i) the sum of (a) $77,000,000 and (b) all prepayment penalties or premiums or
defeasance or redemption and other costs related to prepayment of any loan
secured by the mortgaged property or any part thereof or (ii) the fair market
value of the mortgaged property as of the date the Stations purchase option
notice is given, or (b) with respect to an exercise of the Stations purchase
option upon the expiration of the tenth year of the lease term (October 2017),
the greater of (i) $70,000,000 or (ii) the fair market value of the mortgaged
property as of the date the Stations purchase option notice is given. The
Stations purchase option shall be given, if at all, not sooner than 60 days
prior to the end of the fifth year of the lease term (October 2012) nor later
than 90 days after the end of the fifth year of the lease term (October 2012)
and/or not sooner than 60 days prior to the end of the tenth year of the lease
term (October 2017) nor later than 90 days after the end of the tenth year of
the lease term (October 2017).

THE PROPERTY. The Station Casinos Headquarters is a Class "A+" three-story
suburban office building, which is situated on an approximately 3.09-acre parcel
of land and is comprised of approximately 138,558 square feet of office space in
Las Vegas, Clark County, Nevada. Newly constructed in 2007, the mortgaged
property is 100.0% leased and occupied by Stations. The mortgaged property is
the corporate headquarters for Stations and is well located directly south of
the newly constructed Red Rock Casino. The Station Casinos Headquarters features
many amenities including: a full size executive kitchen with Sub-Zero and Viking
appliances; an executive dining room adjacent to the kitchen, showers and baths
in each executive suite on the third floor, biometric palm and thumb readers for
access to the building and to each executive suite, a full size exercise room in
the basement with full showers, locker room and an on site gym manager;
underground parking garage with an epoxy floor; employee kitchen and dining
area, separate elevators to executive floor, separate bar area in executive
suites and third floor balcony. The mortgaged property has extensive flat screen
televisions and a full speaker system in each executive suite as well as several
in the common areas, dining rooms and lobby areas. Materials utilized at the
mortgaged property include Italian leather wall coverings in the executive
dining room, Italian stucco in the common areas as well as extensive stone and
fireplaces in the executive suites. The mortgaged property is located in the
northwest portion of the city of Las Vegas within the Summerlin master-planned
community, and is considered a suburban location within the greater Las Vegas
Metropolitan Statistical Area. The mortgaged property is located approximately
10 miles west of the Las Vegas Central Business District and approximately 10
miles northwest of the central tourist corridor ("The Strip") of Las Vegas.

Summerlin, an approximately 22,500-acre mixed use master-planned community
located on the western edge of Las Vegas, is bound on the west by the Red Rock
Conservation Area, on the north by Cheyenne Avenue, and extends south to Russell
Road. Summerlin has approximately 95,000 residents who live in more than 37,600
homes, townhouses, condominiums and apartments. An estimated 22,000 people work
in Summerlin's business parks, retail centers, schools and medical centers.

Primary access to the mortgaged property and surrounding neighborhood is
provided by Summerlin Parkway. Summerlin Parkway extends east and merges with US
Highway 95. US Highway 95 continues east six miles where it intersects with
Interstate 15, just north of the Las Vegas Central Business District. The
Summerlin Parkway also interstects with the I-215 Beltway, that encircles the
entire metropolitan area. The mortgaged property has frontage along Town Center
Drive, a north/south corridor that extends north to south through the center of
the Summerlin development.

The mortgaged property contains three levels of office space and a parking
garage with approximately 26 on-site parking spaces and a temporary easement for
the greater of (i) three hundred eleven (311) off-site parking spaces, or (ii)
the number of parking spaces required to comply with (a) all applicable zoning
requirements and (b) applicable private parking requirements existing on the
date hereof with respect to premises in an adjacent parking structure. Stations
has a recorded easement for a to-be-built parking garage, which will provide
sufficient parking to conform with zoning. The to-be-built parking garage is
currently under construction and the temporary parking easement dissolves upon
its completion.

Currently, the mortgaged property is 100.0% leased and occupied by Stations.
Station Casinos Headquarters is fully leased at an office space rent of $37.89
per square foot. The Las Vegas market rents are approximately $46.00 per square
foot for multi-tenant office buildings and $31.00 per square foot for single
tenant office buildings.


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STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

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                          STATION CASINOS HEADQUARTERS
--------------------------------------------------------------------------------

SIGNIFICANT TENANTS.

Station Casinos, Inc. ("Stations") was founded in 1976 and until recently was a
publicly traded company (NYSE:STN). Stations is one of the largest casino
operators in the Las Vegas market with over 13 casinos across the country
(Palace Station, Boulder Station, Texas Station, Sunset Station, Santa Fe
Station, Red Rock Casino, Fiesta Rancho, Fiesta Henderson, Wild Wild West,
Wildfire, Magic Star, Gold Rush, Lake Mead and Green Valley Ranch Resort). Over
the past three years the company has experienced strong revenue growth and
reported net revenues of approximately $1.34 billion and an EBITDA of $534.9
million in 2006. Revenues were reported at $1.108 billion in 2005 and an EBITA
of $480.9 million in 2005. Stations was a publicly traded company, but taken
private in November 2007. In February 2007, Stations agreed to be acquired by
Fertitta Colony Partners LLC, a private equity investor group, for a reported
price of approximately $5.4 billion. The mortgaged property is currently 100.0%
leased and occupied by Stations under a 20-year lease agreement that expires in
October 2027. The current payment is approximately $37.89 per square foot and
has annual escalations.

THE MARKET(1). Station Casinos Headquarters is a Class "A+" suburban office
building located within the West/Northwest submarket of the Las Vegas office
market. The estimated average household income within a 1-, 3-, and 5-mile
radius of the mortgaged property was approximately $101,659, $94,966 and
$90,503, respectively for 2007. The population within a 1-, 3-, and 5-mile
radius of the mortgaged property was approximately 13,370, 86,223 and 222,743,
respectively for 2007.

The Las Vegas market consists of approximately 968 office buildings containing
approximately 29,527,000 square feet of office space, has a 15.5% vacancy rate
and was expected to have approximately 2,137,000 square feet of new construction
with approximately 885,000 square feet of net absorption as of the fourth
quarter 2007.

The West/Northwest submarket consists of approximately 292 office buildings
containing approximately 7,445,000 square feet of office space, has an
approximate 16.0% vacancy rate and was expected to have approximately 424,000
square feet of new construction with approximately 121,000 square feet of net
absorption as of the fourth quarter 2007.

PROPERTY MANAGEMENT. The mortgaged property is managed by the sponsor's
management firm, Cole Realty Advisors, Inc., an affiliate of the related
borrower. As of December 31, 2007, Cole Realty Advisors, Inc. managed 11.3
million square feet of commercial real estate located in 43 states and the U.S.
Virgin Islands, of which 75% is freestanding single-tenant retail, 21% is
freestanding single-tenant commercial properties and 4% is multi-tenant retail
properties.

(1)  Certain information was obtained from the Station Casinos Headquarters
     appraisal, dated November 1, 2007. The appraisal relies upon many
     assumptions, and no representation is made as to the accuracy of the
     assumptions underlying the related appraisal.


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                             333 ELLIOTT AVENUE WEST
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE:       $42,000,000
CUT-OFF DATE PRINCIPAL BALANCE:   $42,000,000
LOAN NUMBER (% OF POOL BY IPB):   6 (3.6%)
LOAN SELLER:                      CIBC Inc.
BORROWER:                         Selig Real Estate Holdings
                                  XXV, L.L.C.
SPONSOR:                          Martin Selig
ORIGINATION DATE:                 04/30/08
INTEREST RATE:                    6.01000%
INTEREST-ONLY PERIOD:             109 months
MATURITY DATE:                    05/01/17
AMORTIZATION TYPE:                Interest-Only
ORIGINAL AMORTIZATION:            N/A
REMAINING AMORTIZATION:           N/A
CALL PROTECTION:                  L(24),Def(80),O(4)
CROSS-COLLATERALIZATION:          No
LOCK BOX:                         Springing
ADDITIONAL DEBT:                  No
ADDITIONAL DEBT TYPE(1):          Permitted Mezzanine Debt
LOAN PURPOSE:                     Refinance
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                     ESCROWS
--------------------------------------------------------------------------------
ESCROWS/RESERVES:                   INITIAL     MONTHLY
                                  ----------------------
TAXES:                            $   22,815     $7,605
INSURANCE:                        $   32,501     $1,466
CAPEX:                            $    1,715     $1,715
ENVIRONMENTAL:                    $  100,000     $    0
OTHER(A)(2):                      $3,651,876     $    0
OTHER(B)(3),(4),(5):              $        0   Springing
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:           Single Asset
TITLE:                            Fee
PROPERTY TYPE:                    Office -- CBD
SQUARE FOOTAGE:                   137,201
LOCATION:                         Seattle, WA
YEAR BUILT:                       2008
OCCUPANCY(6):                     100.0%
OCCUPANCY DATE:                   04/01/08
NUMBER OF TENANTS:                1
UW REVENUES:                      $5,292,770
UW EXPENSES:                      $1,311,807
UW NOI:                           $3,980,963
UW NET CASH FLOW:                 $3,799,857
APPRAISED VALUE:                  $59,600,000
APPRAISAL DATE:                   01/01/08
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/SF:             $306
CUT-OFF DATE LTV:                 70.5%
MATURITY DATE LTV:                70.5%
UW DSCR:                          1.48x(6),(7)
--------------------------------------------------------------------------------

                               SIGNIFICANT TENANTS



                            RATINGS                                                     LEASE EXPIRATION
TENANT NAME            MOODY'S/FITCH   TOTAL SF(6)   % OF TOTAL SF   BASE RENT PSF(7)           YEAR
--------------------------------------------------------------------------------------------------------

F5 NETWORKS, INC.(8)                   137,201           100.0%          $ 29.50               2018


(1)  Future mezzanine debt is permitted subject to certain conditions including,
     but not limited to: (i) the combined loan-to-value ratio of the mortgage
     loan and the mezzanine loan for the property does not exceed 85%, (ii) the
     combined debt service coverage ratio of the mortgage loan and the mezzanine
     loan is equal to or greater than 1.10x, (iii) the mortgage lender and
     mezzanine lender entering into a satisfactory intercreditor agreement and
     (iv) the mortgagee has received confirmation from the rating agencies that
     the mezzanine financing will not result in the qualification, downgrade, or
     withdrawal of the ratings assigned to the Certificates.

(2)  Represents escrows for the following expenses: (i) $2,922,515 for
     outstanding and committed allowance for tenant improvements; (ii) $512,000
     for construction completion costs; and (iii) $217,361 debt service reserve
     to be released after June 1, 2008 upon evidence that the Tenant has
     commenced paying rent. The rent commencement date is May 7, 2008.

(3)  F5 Networks, Inc. (the "Tenant"), has a one-time right to cancel and
     terminate its lease in the fifth year of its lease term based upon the
     following conditions: i) Tenant has vacated its offices at 401 Elliott
     Avenue, and ii) by giving the landlord no less than 12 months prior written
     notice and paying the "Early Termination Fee" (as defined in the related
     lease). Upon such a termination, the borrower shall deposit the greater of
     $3,000,000 and the Early Termination Fee into a leasing reserve. Should the
     Tenant exercise its right to terminate its lease, then one year after the
     anniversary of the termination option, the borrower and related guarantor
     are required to deposit with lender either cash or an acceptable letter of
     credit equal to the difference between the loan amount based upon a 1.20x
     UW DSCR based on leases in place and the outstanding loan amount.

(4)  All excess cash flow (as defined in the Mortgage) will be deposited into,
     and held in, a leasing reserve 18 months prior to the end of the Tenant's
     initial lease term. If the aggregate amount of excess cash flow in the
     leasing reserve after five months is less than $1,000,000, then the
     borrower is required to deposit additional cash or post an acceptable
     letter of credit to increase the total on deposit to $1,000,000. If, on or
     before the date that is one year prior to the end of the Tenant's initial
     lease term, the Tenant has exercised its renewal option, provided no
     default is continuing, all sums held in this reserve will be disbursed to
     the borrower. If the Tenant does not exercise its renewal option, then the
     borrower is required to either deposit cash or post an acceptable letter of
     credit in an amount so that the reserve equals $3,300,000 at least one
     month prior to the maturity date of the loan.

(5)  A rent abatement reserve will be established with deposits of 1/11th of the
     then current monthly rent due under the Tenant's lease. Deposits shall be
     made on each payment date occurring between i) the 1st and 23rd months
     (excluding the 12th month), ii) the 37th and 47th months and, if applicable
     iii) the 61st and 71st months of the Tenant's lease. Funds from the reserve
     will be released in accordance with the related loan documents on the
     payment date occurring during the 12th, 24th, 48th and, if applicable, the
     72nd month of the Tenant's lease.

(6)  Per the Tenant's lease, the Tenant has the option to designate up to 20,000
     square feet as Space Pocket Area (as defined in the related lease). For 18
     months immediately following the rent commencement date, so long as the
     Space Pocket Area remains unoccupied by the Tenant, the Tenant shall not
     pay rent on the Space Pocket Area. The UW DSCR is 1.37x excluding rent from
     the Space Pocket Area.

(7)  Base rent per square foot represents the average rent over the term of the
     Tenant's lease. Base rent per square foot during the first year of the
     lease is $25.00 per square foot with $1.00 per square foot increases each
     anniversary of the rent commencement date. The UW DSCR is 1.26x based upon
     $25.00 per square foot.

(8)  The Tenant subleases 57,331 square feet of its space at the mortgaged
     property (the "Sublease Space") to Big Fish Games, Inc., pursuant to a
     sublease with a three year term (the "Initial Sublease Term") and one
     two-year extension option, which is subject to the Tenant's right to
     recapture the space after the Initial Sublease Term. One-half of the
     maximum Space Pocket Area (See note 6) is allocated to Big Fish Games, Inc.
     under its sublease. The base rental rate on the Sublease Space is currently
     $33.50 per square foot per year with $1.00 per square foot annual
     increases.


                                     A-3-37





STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

--------------------------------------------------------------------------------
                             333 ELLIOTT AVENUE WEST
--------------------------------------------------------------------------------

THE LOAN. The 333 Elliott Avenue West loan is secured by a first lien mortgage
in a fee interest in an approximately 137,201 square foot office building
located in Seattle, Washington.

THE BORROWER. The borrowing entity, Selig Real Estate Holdings XXV, L.L.C., is a
special purpose entity that is 100% owned by Martin Selig. Through his firm,
Martin Selig Real Estate, Mr. Selig owns a portfolio of over 2.5 million square
feet in Seattle, Washington and is in the process of developing five new
properties for both commercial and residential use. In addition, Mr. Selig owns
14 parking lots encompassing 654 acres. In all, the estimated value of his
portfolio is $1.1 billion as of December 31, 2007.

THE PROPERTY(1). The 333 Elliott Avenue West mortgaged property is a newly
constructed five story Class "A" office building containing approximately
137,201 square feet of space situated on 1.17 acres of land in Seattle,
Washington. The mortgaged property features 143 parking spaces both in a
below-grade parking garage and on an open surface lot.

333 Elliott Avenue West is located in the Seattle Downtown Central Business
District within the central portion of the central business district's financial
district. 333 Elliott Avenue West is in a location providing convenient access
to the financial center, the Puget Sound Central Waterfront, and retail in and
around the central business district. The mortgaged property's neighborhood is
considered to be 100% built-out. Surrounding the property to the north, south
and east are other office properties and to the immediate west are Myrtle
Edwards Park, the Port of Seattle Marine Terminal and Elliott Bay.

Primary north and south access is provided by 4th, 5th and 6th Streets, while
Union, Pike, Pine and Steward Streets provide primary east and west access.
Regional access is provided by the I-5 Freeway, which is situated approximately
five blocks to the east of the mortgaged property. Public transportation
consists of bus service within the central business district and to the outlying
areas, as well as trolley service within the downtown core.

SIGNIFICANT TENANTS.

F5 Networks, Inc. (NasdaqGS: FFIV) is a global provider of software and hardware
products and services that help companies efficiently and securely manage their
internet traffic. F5 Networks, Inc.'s products enhance the delivery,
optimization and security of application traffic on internet-based networks.
They market and sell their products through direct and indirect sales channels
in the Americas (primarily the United States) Europe, the Middle East, Africa,
Japan and the Asia Pacific region. Customers (Fortune 1000 or Business Week
Global 1000 companies) in financial services, transportation, government and
telecommunications industries make up the largest percentage of their customer
base. The company was founded in 1996 and had its initial public offering in
1999. F5 Networks, Inc.'s corporate headquarters is located adjacent to the
mortgaged property at 401 Elliott Avenue West. Including the mortgaged property,
F5 Networks, Inc. will have a corporate campus encompassing four buildings along
the Elliott Bay waterfront at 333, 351, 401 and 501 Elliott Avenue West.

For the period ending December 31, 2007, F5 Networks, Inc. had total assets of
$992 million, $0 of long-term debt and total liabilities of $182 million. F5
Networks, Inc. reported its 20th consecutive quarter of sequential revenue
growth with $154.2 million in total revenues for the quarter ended December
31st, 2007 (F5 Networks, Inc. first fiscal quarter of 2008). This is an increase
of 6% and 28% over the prior quarter and the first quarter of fiscal 2007,
respectively. Net income increased 38% to $17.8 million as compared to the prior
quarter ($12.9 million). For the full fiscal year (ending September 30, 2007),
F5 Networks, Inc. announced revenues of $525.7 million, up 33% from $394.0
million the prior year. Net income for 2007 was $77.0 million compared to $66.0
million the prior year. As of April 10, 2008, F5 Networks, Inc. had a market
capitalization of approximately $1.65 billion.

THE MARKET(1),(2). 333 Elliott Avenue West is located in the Downtown Central
Business District within the greater Seattle office market. The Seattle office
market contains approximately 71,081,000 square feet, with approximately 43% of
the space constructed since 1980 and 19% constructed since 1999. The overall
2007 vacancy rate for this wider office market is 9.0%. Class "A" space totals
approximately 39,029,000 square feet with an average vacancy rate of 8.3% and
average asking rents of $34.13 per square foot for 2007.

333 Elliott Avenue West is located in the Central Seattle submarket, which had
an office inventory as of year-end 2007 of 33,662,000 square feet and is the
largest of the five metro Seattle office sub-markets. Total Class "A" inventory
in the Central Seattle submarket was approximately 22,403,000 square feet as of
year-end 2007 with average asking rents of approximately $36.06 per square foot.
The Class "A" submarket market exhibited a vacancy rate of 7.4%, its sixth
consecutive year of declining vacancy, and a positive 420,000 square feet of net
absorption in 2007.

PROPERTY MANAGEMENT. The mortgaged property is managed by Martin Selig Real
Estate, an affiliate of the borrower.

(1)  Certain information was obtained from the 333 Elliott Avenue West
     appraisal, dated January 1, 2008. The appraisal relies upon many
     assumptions, and no representations are made as to the accuracy of the
     assumptions underlying the appraisal.

(2)  Certain information was obtained from the REIS Office Asset Advisor, dated
     January 17, 2008.


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                            COURT AT UPPER PROVIDENCE
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STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

--------------------------------------------------------------------------------
                            COURT AT UPPER PROVIDENCE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE:       $38,812,000
CUT-OFF DATE PRINCIPAL BALANCE:   $38,812,000
LOAN NUMBER (% OF POOL BY IPB):   7 (3.3)%
LOAN SELLER:                      PNC Bank
BORROWER:                         Providence Ridge Associates, LP
SPONSORS:                         Peter C. Abrams, Joseph R.
                                  Gambone, Jr., Fred R. Levin
ORIGINATION DATE:                 11/20/07
INTEREST RATE:                    6.68000%
INTEREST-ONLY PERIOD:             24 months
MATURITY DATE:                    12/01/17
AMORTIZATION TYPE:                Balloon
ORIGINAL AMORTIZATION:            360 months
REMAINING AMORTIZATION:           360 months
CALL PROTECTION:                  L(31),Def(81),O(3)
CROSS-COLLATERALIZATION:          No
LOCK BOX:                         Springing
ADDITIONAL DEBT:                  No
ADDITIONAL DEBT TYPE(1):          Permitted Mezzanine Debt
LOAN PURPOSE:                     Refinance
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                     ESCROWS
--------------------------------------------------------------------------------
ESCROWS/RESERVES:                  INITIAL    MONTHLY
                                  -------------------
TAXES:                            $298,842    $34,354
INSURANCE:                        $ 51,457    $ 5,717
CAP EX                            $      0    $ 2,412(2)
TI/LC:                            $200,413(3) $ 2,917(4)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:           Single Asset
TITLE:                            Fee/Leasehold
PROPERTY TYPE:                    Retail -- Anchored
SQUARE FOOTAGE:                   196,420
LOCATION:                         Royersford, PA
YEAR BUILT:                       2006
OCCUPANCY:                        99.3%
OCCUPANCY DATE:                   11/02/07
NUMBER OF TENANTS:                18
HISTORICAL NOI:
TTM AS OF 09/20/07                $1,698,131
UW REVENUES:                      $4,579,725
UW EXPENSES:                      $918,251
UW NOI(5):                        $3,661,474
UW NET CASH FLOW:                 $3,513,798
APPRAISED VALUE:                  $51,500,000
APPRAISAL DATE:                   02/01/08
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/SF:             $198
CUT-OFF DATE LTV:                 75.4%
MATURITY DATE LTV:                67.8%
UW IO DSCR:                       1.34x
UW DSCR:                          1.17x
--------------------------------------------------------------------------------

(1)  The borrower may obtain mezzanine financing provided the loan-to-value
     ratio shall not exceed 85% based upon the aggregate outstanding balance of
     the mezzanine loans and the mortgage loan and an "as-is" appraisal value.

(2)  The borrower is required to deposit $2,412 per month into a CapEx reserve;
     provided that the borrower will not be required to make any payments into
     the reserve fund if the balance of the reserve equals or exceeds $86,814.

(3)  These amounts are related to specific obligations of the borrower with
     respect to specific tenants of the mortgaged property.

(4)  Commencing with the monthly loan payment due on January 1, 2013, the
     borrower is required to deposit $2,917 per month into a TI/LC reserve;
     provided that the borrower will not be required to make any payments into
     the reserve fund if the balance of the reserve equals or exceeds $175,000
     (excluding the initial TI/LC deposits).

(5)  The difference in the UW NOI and the historical NOI is largely due to the
     fact that the subject was under construction for most of 2007. As buildings
     were completed, tenants took occupancy. The two largest tenants, Giant
     Foods and A.C. Moore, and the pad lease tenant, PNC Bank, opened in October
     of 2006. The remaining tenants, including four of the six anchors and all
     of the in-line tenants, took occupancy between July 14, 2007 and February
     1, 2008.


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STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

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                           COURT AT UPPER PROVIDENCE
--------------------------------------------------------------------------------

                               SIGNIFICANT TENANTS



                              RATINGS(1)             % OF OWNED  ANNUAL BASE     BASE         LEASE
TENANT NAME                 MOODY'S/FITCH  TOTAL SF      SF         RENT       RENT PSF  EXPIRATION YEAR
--------------------------------------------------------------------------------------------------------

ANCHORS
-------
GIANT                          Baa3/BB+      72,542     36.9%    $1,373,220     $18.93       2026
ROSS                                         29,908     15.2        403,758     $13.50       2017
A.C. MOORE                                   21,500     10.9        338,625     $15.75       2016
STAPLES                       Baa2/BBB+      20,380     10.4        285,320     $14.00       2022
PETCO                                        15,990      8.1        287,820     $18.00       2017
                                           --------------------------------------------
SUBTOTAL/WEIGHTED AVERAGE:                  160,320     81.6%    $2,688,743     $16.77
TOP 10 TENANTS
--------------
FAMOUS FOOTWEAR                               6,900      3.5%    $  127,305     $18.45       2017
MATTRESS GIANT                                4,000      2.0         92,000     $23.00       2014
ROMP-N-ROLL                                   3,626      1.8         79,764     $22.00       2012
PAYLESS SHOES                                 3,625      1.8        101,500     $28.00       2013
VERIZON WIRELESS                A3/A+         2,954      1.5        112,252     $38.00       2014
CALIFORNIA TORTILLA                           2,500      1.3         87,500     $35.00       2017
BLUE RIBBON CLEANERS                          1,845      0.9         46,125     $25.00       2018
QUIZNOS                                       1,800      0.9         46,800     $26.00       2017
GAME STOP                                     1,600      0.8         38,400     $24.00       2012
SPA #1 NAILS                                  1,600      0.8         41,600     $26.00       2012
                                           --------------------------------------------
SUBTOTAL/WEIGHTED AVERAGE:                   30,450     15.5%    $  773,246     $25.39
REMAINING INLINE SPACE                        4,250      2.2%    $  107,500     $25.29
----------------------                     --------------------------------------------
VACANT SQUARE FEET:                           1,400      0.7%        NAP
TOTAL CENTER GLA:                           196,420              $3,569,489


(1)  Ratings are provided for the parent company of the entity listed in the
     "Tenant Name" field whether or not the parent company guarantees the lease.


                                     A-3-42





STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

--------------------------------------------------------------------------------
                            COURT AT UPPER PROVIDENCE
--------------------------------------------------------------------------------

THE LOAN. The Court at Upper Providence loan is secured by a first mortgage lien
in a fee simple interest in an approximately 196,420 square foot,
grocery-anchored community shopping center built in 2006, and located on 28.606
acres of land in a northwestern suburb of Philadelphia. It is also secured by a
mortgage lien over the borrower's leasehold interest in a separate parcel used
as a detention basin. The holder of a prior lien encumbering the fee interest in
such detention basin parcel has delivered a nondisturbance agreement to the
lender of the Court at Providence Loan.

THE BORROWER. The borrower is Providence Ridge Associates, LP, a Pennsylvania
limited partnership. It was formed in March of 2004 to develop and own the
subject property. The two 1% general partners of the borrower are Providence
Ridge Associates, Inc. and Highland Providence Ridge, Inc., both Pennsylvania
corporations.

THE SPONSORS. The principal in Providence Ridge Associates, Inc. is Joseph R.
Gambone Jr., through various trusts. The principals in Highland Providence
Ridge, Inc. are Peter C. Abrams and Fred R. Levin.

THE PROPERTY. The Court at Upper Providence is a community shopping center
located at 1814-1844 East Ridge Pike in Royersford, Montgomery County, PA, a
northwestern suburb of Philadelphia. It is located on the south side of Township
Line Road, about a mile east of its intersection with U.S. Highway 422 (422
Expressway), a four-lane, limited-access freeway.

The mortgaged property consists of four separate multi-tenant retail buildings
containing approximately 196,420 square feet and a pad site at 1820 Ridge Pike
developed with a 3,060 square foot branch bank facility. The four multi-tenant
retail buildings are Building A at 1824 Ridge Pike, leased to Giant Foods
(72,542 square feet) and A.C. Moore Arts & Crafts (21,500 square feet); Building
B, a six-unit, 80,804 square foot building at 1844 Ridge Pike with tenants that
include anchors Ross Dress For Less (29,908 square feet), Famous Footwear (6,900
square feet), PETCO (15,990 square feet) and Staples (20,380 square feet);
Building D, a 13,979 square foot 6-unit building at 1836 Ridge Pike, and
Building F, a 5-unit 7,595 square foot building at 1814 Ridge Pike. These
buildings were constructed on poured-in-place concrete pads with steel frames
and masonry block walls, the exterior facades a mix of brick, stone and stucco
with painted metal awnings and roof accents. The mortgaged property also
includes the borrower's leasehold interest in a separate parcel utilized for a
detention basin pursuant to a 99-year ground lease dated April 21, 2005.

SIGNIFICANT TENANTS.

Giant (Giant-Carlisle) leases approximately 72,542 square feet (36.9%) under a
20-year lease signed in October of 2006. The lease is guaranteed by Giant's
parent company Koninklijke Ahold N.V. (Royal Ahold), the international food
provider based in the Netherlands. The lease includes eight 5-year renewal
options.

Ross (NASDAQ: ROST) leases approximately 29,908 square feet (15.2%) under a
10-year lease that commenced in November of 2007. Ross took occupancy of its
space in early September of 2006 and was to open the store in October. The lease
contains four 5-year renewal options. Headquartered in Pleasanton, CA, Ross is
the nation's second largest off-price retailer.

A.C. Moore (NASDAQ: ACMR) leases approximately 21,500 square feet (10.9%) under
a 10-year lease signed in October of 2006. The lease includes three 5-year
renewal options. A.C. Moore is a rapidly growing retailer of traditional and
contemporary arts, crafts and floral merchandise.

THE MARKET(1). The Court at Upper Providence is located in Royersford,
Montgomery County, PA, part of the metropolitan Philadelphia retail market.
According to the Cushman & Wakefield National Retail Report for 2007, the
Philadelphia retail market continues to provide steady performance with moderate
rental rate growth and development expansion. Vacancy rates have not left the
single digits in the past 15 years and have declined steadily over the past four
years to a current rate of just under 7%. Royersford is part of the West
Montgomery County retail submarket, an area defined by CoStar Group as having
1,920,000 million square feet of retail space, with mid-year 2007 occupancy
reported to be 86.1%.

PROPERTY MANAGEMENT. The mortgaged property is managed by Highland Development
Corporation, which is an affiliate of two principals of the Borrower, Peter C.
Abrams and Fred R. Levin. The company currently manages nine retail and
retail/office properties developed and/or renovated by Messrs. Abrams and Levin,
with a total net rentable area of 1,131,500 square feet. Leasing is currently
being handled by Gambone Management Company, an affiliate of another principal
of the borrower, Joseph R. Gambone, Jr.

(1)  Certain information was obtained from the Court at Upper Providence
     appraisal, dated February 1, 2008. The appraisal relies upon many
     assumptions, and no representation is made as to the accuracy of the
     assumptions underlying the related appraisal.


                                     A-3-43





STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

--------------------------------------------------------------------------------
                            COURT AT UPPER PROVIDENCE
--------------------------------------------------------------------------------

                             LEASE ROLLOVER SCHEDULE



            NUMBER OF   SQUARE                         % OF BASE   CUMULATIVE  CUMULATIVE %  CUMULATIVE  CUMULATIVE %
             LEASES      FEET    % OF GLA   BASE RENT    RENT     SQUARE FEET     OF GLA      BASE RENT  OF BASE RENT
YEAR         EXPIRING  EXPIRING  EXPIRING   EXPIRING    EXPIRING    EXPIRING     EXPIRING      EXPIRING    EXPIRING
---------------------------------------------------------------------------------------------------------------------

VACANT         NAP        1,400     0.7%          NAP      NAP        1,400         0.7%            NAP       NAP
2008 & MTM       0            0     0.0    $        0      0.0%       1,400         0.7%     $        0       0.0%
2009             0            0     0.0             0      0.0        1,400         0.7%     $        0       0.0%
2010             0            0     0.0             0      0.0        1,400         0.7%     $        0       0.0%
2011             0            0     0.0             0      0.0        1,400         0.7%     $        0       0.0%
2012             5        9,576     4.9       229,764      6.4       10,976         5.6%     $  229,764       6.4%
2013             1        3,625     1.8       101,500      2.8       14,601         7.4%     $  331,264       9.3%
2014             2        6,954     3.5       204,252      5.7       21,155        11.0%     $  535,516      15.0%
2015             1        1,500     0.8        37,500      1.1       23,055        11.7%     $  573,016      16.1%
2016             1       21,500    10.9       338,625      9.5       44,555        22.7%     $  911,641      25.5%
2017             5       57,098    29.1       953,183     26.7      101,653        51.8%     $1,864,824      52.2%
2018             1        1,845     0.9        46,125      1.3      103,498        52.7%     $1,910,949      53.5%
AFTER            2       92,922    47.3     1,658,540     46.5      196,420       100.0%     $3,569,489     100.0%
---------------------------------------------------------------------------------------------------------------------
TOTAL:          18      196,420   100.0%   $3,569,489    100.0%
=====================================================================================================================



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                   HILTON GARDEN INN PHILADELPHIA CENTER CITY
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--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE:       $38,000,000
CUT-OFF DATE PRINCIPAL BALANCE:   $38,000,000
LOAN NUMBER (% OF POOL BY IPB):   8 (3.3%)
LOAN SELLER:                      CIBC Inc.
BORROWER:                         Philadelphia HGI Associates, L.P.
SPONSOR:                          Kenneth K. Kochenour
ORIGINATION DATE:                 12/06/07
INTEREST RATE:                    7.27000%
INTEREST-ONLY PERIOD:             24 months
MATURITY DATE:                    01/01/18
AMORTIZATION TYPE:                Balloon
ORIGINAL AMORTIZATION:            360 months
REMAINING AMORTIZATION:           360 months
CALL PROTECTION:                  L(24),Def(90),O(2)
CROSS-COLLATERALIZATION:          No
LOCK BOX:                         Springing
ADDITIONAL DEBT:                  No
ADDITIONAL DEBT TYPE:             N/A
LOAN PURPOSE:                     Refinance
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                     ESCROWS
--------------------------------------------------------------------------------
ESCROWS/RESERVES:                  INITIAL    MONTHLY
                                  --------------------
TAXES:                            $523,106     $40,470
INSURANCE:                        $115,346     $10,043
FF&E(1):                          $ 49,052     $49,052
OTHER(2):                         $      0   Springing
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:           Single Asset
TITLE(3):                         Leasehold
PROPERTY TYPE:                    Hotel -- Full Service
ROOMS:                            279
LOCATION:                         Philadelphia, PA
YEAR BUILT:                       2000
OCCUPANCY(4):                     86.1%
OCCUPANCY DATE:                   02/29/08
HISTORICAL NOI:
   2005:                          $2,794,933
   2006:                          $4,034,794
   2007:                          $4,716,580
UW REVENUES:                      $14,466,595
UW EXPENSES:                      $9,848,208
UW NOI:                           $4,618,387
UW NET CASH FLOW:                 $4,039,724
APPRAISED VALUE:                  $52,000,000
APPRAISAL DATE:                   09/19/07
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/ROOM:           $136,201
CUT-OFF DATE LTV:                 73.1%
MATURITY DATE LTV:                66.5%
UW IO DSCR:                       1.44x
UW DSCR:                          1.30x
--------------------------------------------------------------------------------

                   PROPERTY HISTORICAL OPERATING STATISTICS(5)



           OCCUPANCY                             ADR                                  REVPAR
-----------------------------   -------------------------------------   ------------------------------------
 2006    2007    2008     UW      2006      2007      2008       UW      2006      2007     2008       UW
------------------------------------------------------------------------------------------------------------

78.5%   80.6%   86.1%   84.0%   $126.71   $139.95   $151.04   $150.25   $99.50   $112.74   $130.06   $126.21


(1)  The borrower is required to deposit 1/12th of 4.0% of gross revenues into
     the FF&E Reserve on a monthly basis, which monthly amount will be reset on
     May 1 of each succeeding year.

(2)  Upon the occurrence of an event of default or should the loan produce a
     DSCR of less than 1.20x for two consecutive quarters, the mortgagee will
     sweep all excess cash flow until the mortgaged property achieves a 1.25x UW
     DSCR for two consecutive quarters. The DSCR will be monitored quarterly and
     based on trailing 12 month operating history.

(3)  The mortgaged property was developed on land subject to a lease (the
     "Ground Lease") with the Redevelopment Authority of the City of
     Philadelphia (the "RDA") expiring in March 2087. Furthermore, the mortgaged
     property is subject to an air rights lease (the "Air Rights Lease") with
     the RDA expiring in March 2087. The hotel's lobby is located on the ground
     floor (subject to the Ground Lease) and the hotel guest rooms are located
     on floors seven through ten (subject to the Air Rights Lease). On floors
     two through six of the building is a parking garage subject to a lease with
     RDA as landlord and Parametric Garage Associates, Inc. ("Parametric"), as
     tenant. This leasehold interest is not part of the collateral, however, the
     mortgaged property benefits from a reciprocal easement agreement between
     the borrower and Parametric for the unrestricted use of the parking garage.

(4)  Occupancy represents the mortgaged property's average occupancy over the
     trailing 12-month period ending on the Occupancy Date.

(5)  All historical and 2008 occupancy, ADR and RevPAR numbers presented above
     reflect trailing 12-month figures from the February 2008 STR report, dated
     March 21, 2008.


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                   HILTON GARDEN INN PHILADELPHIA CENTER CITY
--------------------------------------------------------------------------------

THE LOAN. The Hilton Garden Inn Philadelphia Center City loan is secured by a
first lien mortgage in a leasehold interest in a 279-room, full-service hotel
located in Philadelphia, Pennsylvania.

THE BORROWER. The borrower is Philadelphia HGI Associates, L.P., which is
structured as a single purpose entity and is owned by 35 individual limited
partners and its general partner (PHIG, Inc.). Of the limited partners, none
control more than 10% of the borrower and the two largest limited partners (10%
each) are GF Management, Inc. (controlled by Ira Lubert and Kenneth K.
Kochenour) and Garden Properties, Inc. (controlled by Gabriela Boeman and Marcia
Gleich). PHIG, Inc., the general partner, is 51% controlled by Ira Lubert and
49% controlled by Sam Switzenbaum.

THE SPONSOR. Kenneth Kochenour is a founder and Chief Executive Officer of GF
Management. He has more than 20 years of experience in owning and operating
various hotel and resort facilities. GF Management operates hotels under the
various flags associated with Hilton, Six Continents, Marriott, Starwood,
Radisson, U.S.F.S., Cendant and Choice, as well as independent properties. Their
portfolio consists of 32 owned or managed hotels located throughout the U.S.

THE PROPERTY(1),(2). The Hilton Garden Inn Philadelphia Center City is a
full-service hotel with 279 rooms constructed in 2000. The guest rooms consist
of 53 king rooms, 108 double/double rooms, 114 studio suites, three one-bedroom
suites and one presidential suite. In addition to the guest rooms, the hotel
contains approximately 2,960 square feet of meeting space, a 96-seat restaurant,
an indoor swimming pool, an exercise room, a business center and a guest laundry
room. The Hilton Garden Inn Philadelphia Center City's guestrooms received new
soft goods and wall decor and the lobby received new furniture in 2007. The
hotel's restaurant and meeting space were renovated in 2007 and 2006,
respectively.

The Hilton Garden Inn Philadelphia Center City is located adjacent to the
Philadelphia Convention Center within the Convention Center district of
Philadelphia. The Philadelphia Convention Center currently consists of
approximately 610,000 square feet of function space covering six city blocks.
The convention center is currently undergoing a major expansion, and once
complete, the facility will have approximately one million square feet of
saleable space, including 541,000 square feet of contiguous exhibit space and a
60,000 square foot ballroom. Other adjacent uses include the Reading Terminal
Market (home to more than 80 merchants with 100,000 visitors each week), the
Greyhound Bus Station and Aramark Tower (a 32-story 620,000 square foot office
building which serves as Aramark Corporation's headquarters).

Based on the trailing-12 month period ending February 29, 2008, the mortgaged
property achieved an occupancy, ADR and RevPAR penetration of 109.6%, 106.7% and
117.0%, respectively. The mortgaged property's market demand is segmented into
commercial (55%), meeting and group (30%) and leisure (15%).

The mortgaged property operates under a long-term, 20-year franchise agreement
expiring May 11, 2020 with HLT Existing Franchise Holdings, LLC, a division of
Hilton Hotels Corporation Inc.

THE MARKET(1),(2) The Hilton Garden Inn Philadelphia Center City is located in
Philadelphia, Pennsylvania. Primary regional access through the hotel's area is
provided by Interstate 95 (providing access to New York to the northeast and
Baltimore to the southwest) and Interstate 76 (providing access to Harrisburg
and Pittsburgh to the west). The hotel is also served by the Philadelphia
International Airport (32,211,439 passengers in 2007) approximately seven miles
southwest. Philadelphia is the fifth-most populous city in the United States
with corporate presence including, Verizon, IBM, GlaxoSmithKline and Aramark,
among others. The market also benefits from a variety of tourist attractions of
historical interest, including, Independence Hall and the related buildings
comprising Independence Park, the Liberty Bell and the Philadelphia County Court
House or Congress Hall.

The mortgaged property's primary competitive set of hotels include the 498-room
Courtyard by Marriott and the 250-room Hampton Inn Center City, which are both
located proximate to the Hilton Garden Inn Philadelphia Center City. Other
competitive hotels include the 364-room Holiday Inn Philadelphia Historic
District, the 168-room Holiday Inn Express Hotel Philadelphia Midtown, and the
432-room Doubletree Philadelphia Downtown. In all, including the mortgaged
property, the competitive set consists of 1,991 rooms and exhibited an overall
occupancy, ADR and RevPAR for the trailing-12 months ending February 2008 of
78.5%, $141.55 and $111.18, respectively. This represents a growth rate of 4.1%,
8.1% and 12.5%, respectively, over the trailing-12 months ending in February
2007.

PROPERTY MANAGEMENT. The property is managed by GF Management Inc., an
affiliated entity of the borrower.

(1)  Certain information was obtained from the Hilton Garden Inn Philadelphia
     Center City appraisal, dated September 19, 2007. The appraisal relies upon
     many assumptions, and no representations are made as to the accuracy of the
     assumptions underlying the related appraisal.

(2)  Certain information was obtained from the Hilton Garden Inn Philadelphia
     Center City Smith Travel Research Report, dated March 21, 2008.


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                          AURORA HEALTH CARE PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE:       $32,300,000
CUT-OFF DATE PRINCIPAL BALANCE:   $32,300,000
LOAN NUMBER (% OF POOL BY IPB):   9 (2.8%)
LOAN SELLER:                      PNC Bank
BORROWERS:                        NNN Eastern Wisconsin Medical
                                  Portfolio, LLC, NNN Eastern
                                  Wisconsin Medical Portfolio 1, LLC,
                                  NNN Eastern Wisconsin Medical
                                  Portfolio 2, LLC, etc.
SPONSOR:                          NNN Realty Advisors, Inc.
ORIGINATION DATE:                 12/21/07
INTEREST RATE:                    6.46000%
INTEREST-ONLY PERIOD:             60 months
MATURITY DATE:                    01/01/18
AMORTIZATION TYPE:                Balloon
ORIGINAL AMORTIZATION:            360 months
REMAINING AMORTIZATION:           360 months
CALL PROTECTION:                  L(24),Def(89),O(3)
CROSS-COLLATERALIZATION:          No
LOCK BOX:                         Hard
ADDITIONAL DEBT:                  No
ADDITIONAL DEBT TYPE:             N/A
LOAN PURPOSE:                     Acquisition
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                     ESCROWS
--------------------------------------------------------------------------------
ESCROWS/RESERVES:                 INITIAL   MONTHLY
                                  -----------------
TAXES(1):                         $     0   $    0
INSURANCE(2):                     $     0   $    0
CAPEX(3):                         $30,956   $2,550
TI/LC(4):                         $     0   $    0
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:           Portfolio
TITLE:                            Fee
PROPERTY TYPE:                    Office -- Medical
SQUARE FOOTAGE:                   152,980
LOCATION:                         Various/WI
YEAR BUILT/RENOVATED:             Various
OCCUPANCY:                        100.0%
OCCUPANCY DATE:                   12/20/07
NUMBER OF TENANTS:                1
UW REVENUES:                      $3,045,124
UW EXPENSES:                      $30,451
UW NOI:                           $3,014,673
UW NET CASH FLOW:                 $2,984,077
APPRAISED VALUE:                  $41,990,000
APPRAISAL DATE:                   12/03/07
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/SF:             $211
CUT-OFF DATE LTV:                 76.9%
MATURITY DATE LTV:                72.4%
UW IO DSCR:                       1.41x
UW DSCR:                          1.22x
--------------------------------------------------------------------------------

                               SIGNIFICANT TENANTS



                             RATINGS(5)                                                    LEASE
TENANT NAME                MOODY'S/FITCH   TOTAL SF   % OF TOTAL SF   BASE RENT PSF   EXPIRATION YEAR
-----------------------------------------------------------------------------------------------------

AURORA HEALTH CARE GROUP       NR/A-       152,980        100.0%          $19.51            2022


(1)  Lender has conditionally waived monthly collection of tax reserve deposits.

(2)  Lender has conditionally waived monthly collection of insurance premium
     reserve deposits.

(3)  The borrower is required to deposit $2,550 per month into a CapEx reserve;
     provided that the borrower will not be required to make any payments into
     the reserve fund if the balance equals or exceeds $30,956. The borrower
     fully funded this reserve at closing; therefore no additional monthly
     deposits are required until the balance of the reserve falls below $30,956.

(4)  If tenant ceases doing business at the mortgaged property, or becomes the
     subject of a bankruptcy or insolvency proceeding, or the corporate credit
     rating of Aurora Health Care Group by Standard and Poor's Ratings Service
     ("S&P") falls below BB and the Net Worth of Aurora Health Care Group falls
     below $575,000,000, then lender will sweep all cash flow and hold funds in
     a tenant improvements and leasing commissions escrow.

(5)  Ratings provided are for the parent company of the entity listed in the
     "Tenant Name" field whether or not the parent company guarantees the lease.


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                          AURORA HEALTH CARE PORTFOLIO
--------------------------------------------------------------------------------

                                PROPERTY SUMMARY



                                           YEAR BUILT/
                                              YEAR                                                                  ALLOCATED LOAN
PROPERTY NAME               LOCATION       RENOVATED    SQUARE FEET  OCCUPANCY         TOP TENANT         % OF GLA      BALANCE
----------------------------------------------------------------------------------------------------------------------------------

AURORA HEALTH CENTER --
   PLYMOUTH                Plymouth, WI        2007        85,028     100.0%    Aurora Health Care Group    100.0%    $18,269,231
AURORA HEALTH CENTER --
   WATERFORD               Waterford, WI       2006        23,656     100.0%    Aurora Health Care Group    100.0%      4,953,846
AURORA HEALTH CENTER --
   WAUTOMA                 Wautoma, WI         2007        21,048     100.0%    Aurora Health Care Group    100.0%      4,269,231
AURORA SHEBOYGAN CLINIC    Kiel, WI            2004         9,842     100.0%    Aurora Health Care Group    100.0%      2,000,000
GREEN BAY/SUAMICO MEDICAL
   OFFICE                  Green Bay, WI       2007         9,318     100.0%    Aurora Health Care Group    100.0%      1,953,846
GREENVILLE MEDICAL OFFICE  Greenville, WI      2005         4,088     100.0%    Aurora Health Care Group    100.0%        853,846
----------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                                   152,980     100.0%                                100.0%    $32,300,000
==================================================================================================================================



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                          AURORA HEALTH CARE PORTFOLIO
--------------------------------------------------------------------------------

THE LOAN. The Aurora Health Care Portfolio loan is secured by a first mortgage
lien in a fee simple interest in a six property, 152,980 square foot medical
office building portfolio, all built between 2004 and 2007 on 49.48 acres of
land, located in various cities in Southeastern and Central Wisconsin.

THE BORROWERS. The borrowers are multiple single-member Delaware limited
liability companies under a syndicated tenant in common structure.

THE SPONSOR. The sponsor of this loan is NNN Realty Advisors Inc., which has
substantial real estate experience and currently manages 233 commercial
properties totaling over 30 million square feet.

THE PROPERTY. The loan includes six buildings consisting of approximately
152,980 square feet and situated on 49.48 acres of land. The Greenville Medical
Office, built in 2005, contains an approximately 4,088 square foot building with
23 parking spaces on 1.98 acres of land. The Green Bay/Suamico Medical Office,
built in 2007, contains an approximately 9,318 square foot building with 46
parking spaces. The Aurora Sheboygan Clinic, built in 2004, contains an
approximately 9,842 square foot building with 39 parking spaces on 1.8 acres of
land. The Aurora Health Care -- Plymouth Clinic, built in 2007, contains an
approximately 85,028 square foot building with 362 parking spaces on 33.2 acres
of land. The Aurora Health Care -- Waterford Clinic, built in 2006, contains
approximately 23,656 square feet with 100 parking spaces on 4.5 acres of land.
The Aurora Health Care -- Wautoma Clinic, built in 2007, contains approximately
21,048 square feet with 80 parking spaces on 5.16 acres of land.

SIGNIFICANT TENANTS.

Aurora Health Care Group, a Wisconsin non-stock corporation ("Aurora") has a
15-year triple net lease for all six of the buildings which make up Aurora
Health Care Portfolio, with an expiration date of December 31, 2022. The
combined rental rate is $19.51 per square foot on a triple net basis with preset
escalating rent increases of 6% every three years. Aurora also has three, 5-year
options to extend the lease. Aurora has been in occupancy at these properties
since their development and is selling them as part of a sale-leaseback
transaction with the borrower. Aurora will continue to operate at and manage the
Aurora Health Care Portfolio properties. Aurora has a right of first refusal to
purchase the Aurora Health Care Portfolio properties should the borrower make
them available for future sale. Aurora is a subsidiary of Aurora Health Care
Group, which has given the borrower a guaranty of Aurora's lease.

Aurora is a not-for-profit corporation which began in 1984 with the merging of
two Milwaukee hospitals and today is the largest health care provider in
Wisconsin. Aurora has sites in more than 90 communities throughout eastern
Wisconsin, including 13 acute care and psychiatric hospitals, over 100 clinics,
and 130 community pharmacies. Aurora pharmacies are located in its clinics,
grocery stores, Wal-Mart centers and throughout Wisconsin communities. Aurora
has 25,750 employees of which 3,387 are on-staff physicians. According to the
Wisconsin Hospital Association, Aurora has a 36% market share in the greater
Milwaukee metro area (which accounts for 50% of Aurora's revenues), as compared
to the company's nearest competitors (Froedtert & Community Health and Wheaton
Franciscan Healthcare) which each hold a 19% market share. Aurora St. Luke's
Medical Center, the largest hospital in the Aurora Health Care system, ranks 1st
in the state of Wisconsin for cardiovascular services and neurosurgery services
and 2nd in the state in oncology services. Aurora (Fitch A-, S&P BBB+) reported
total net services revenue of $2.8 billion in 2005 with an increase to $3
billion for the year ending December 31, 2006. Revenue from inpatient services
rose 4.4% as compared to 2005, while revenue from outpatient hospital visits to
clinics increased 10.8%. As of September 30, 2007, revenues totaled $2.366
billion, as compared to $2.238 billion for the same period in 2006 (an increase
of 5.7%). The company's cash and cash equivalents totaled $453 million at
December 31, 2006 and $668 million at September 30, 2007.

THE MARKET(1). Aurora Health Care Group is an expanding network of 13 hospitals
focused in the eastern third of Wisconsin. It has hospitals in five major
regions including Milwaukee, Kettle Moraine-Hartford, North-Green Bay,
Central-Sheboygan and South-Burlington. Per the Wisconsin Hospital Association,
Aurora has a market share ranging from 11.6% - 36.1%, in these five regions,
including the largest patient market share 36.1%, in the Milwaukee Metro region.

PROPERTY MANAGEMENT. The Aurora Health Care Properties will be self managed by
the tenant Aurora, who will be responsible for all property expenses.

(1)  Certain information was obtained from the Aurora Health Care Portfolio
     appraisal, dated December 3, 2007. The appraisal relies upon many
     assumptions, and no representation is made as to the accuracy of the
     assumptions underlying the related appraisal.


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--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE:       $31,000,000
CUT-OFF DATE PRINCIPAL BALANCE:   $31,000,000
LOAN NUMBER (% OF POOL BY IPB):   10 (2.7%)
SHADOW RATING (M/F):              A2/AAA
LOAN SELLER:                      JPMorgan Chase Bank, N.A.
BORROWER:                         Second Rock Spring Park
                                  Limited Partnership
SPONSOR:                          Second Rock Spring Park
                                  Limited Partnership
ORIGINATION DATE:                 12/14/07
INTEREST RATE:                    6.18900%
INTEREST-ONLY PERIOD:             120 months
MATURITY DATE:                    01/01/18
AMORTIZATION TYPE:                Interest-Only
ORIGINAL AMORTIZATION:            N/A
REMAINING AMORTIZATION:           N/A
CALL PROTECTION:                  L(24),Def(88),O(4)
CROSS-COLLATERALIZATION:          No
LOCK BOX:                         No
ADDITIONAL DEBT:                  $3,000,000
ADDITIONAL DEBT TYPE(1):          Permitted Partner Loans
LOAN PURPOSE:                     Refinance
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                     ESCROWS
--------------------------------------------------------------------------------
ESCROWS/RESERVES:                 INITIAL     MONTHLY
                                  -------------------
TAXES:                               $0          $0
INSURANCE:                           $0          $0
CAPEX:                               $0          $0
REQUIRED REPAIRS:                    $0          $0
OTHER:                               $0          $0
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:           Single Asset
TITLE:                            Leasehold
PROPERTY TYPE:                    Office -- Suburban
SQUARE FOOTAGE:                   273,566
LOCATION:                         Bethesda, Maryland
YEAR BUILT:                       1989
OCCUPANCY:                        98.0%
OCCUPANCY DATE:                   03/31/08
NUMBER OF TENANTS:                11
HISTORICAL NOI:
   2005:                          $6,230,925
   2006:                          $6,997,931
   2007:                          $8,547,912
UW REVENUES:                      $10,100,450
UW EXPENSES:                      $4,127,399
UW NOI:                           $5,973,051
UW NET CASH FLOW:                 $5,486,104
APPRAISED VALUE:                  $89,500,000
APPRAISAL DATE:                   11/28/07
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/SF:             $113
CUT-OFF DATE LTV:                 34.6%
MATURITY DATE LTV:                34.6%
UW DSCR:                          2.82x
--------------------------------------------------------------------------------

                               SIGNIFICANT TENANTS



                         RATINGS(2)      SQUARE              BASE RENT        LEASE
TENANT NAME             MOODY'S/FITCH     FEET    % OF GLA      PSF      EXPIRATION YEAR
----------------------------------------------------------------------------------------

NIH                       Aaa / AAA     224,991     82.2%      $46.23        2010(3)
IRIDIUM SATELLITE LLC                    13,417      4.9%      $29.00        2013
INFORMATION INC.                         10,971      4.0%      $30.53        2013


(1)  Subject to the satisfaction of certain conditions, the related borrower may
     incur future subordinate unsecured debt from certain of its principals.

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

(3)  NIH occupies multiple spaces with lease expirations between October 2010
     and September 2012.


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                               TWO DEMOCRACY PLAZA
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THE LOAN. The Two Democracy Plaza mortgage loan is secured by a first lien
mortgage in a leasehold interest in a Class "A" office building comprised of
approximately 273,566 square feet located in Bethesda, Maryland.

THE BORROWER. The borrower is Second Rock Spring Park Limited Partnership, a
Maryland limited partnership structured as a special purpose entity.

THE SPONSOR. The sponsor for the related mortgage loan is Second Rock Spring
Park Limited Partnership whose general partners are Robert H. Smith and Robert
P. Kogod. Robert H. Smith is the chairman of Charles E. Smith Company Commercial
Realty (a division of Vornado Realty Trust) and the chairman of Charles E. Smith
Residential, a division of Archstone-Smith, both REITS listed on the New York
Stock Exchange. Mr. Smith and Mr. Kogod are well known for spearheading the
development of Crystal City in Northern Virginia. Both Mr. Smith and Mr. Kogod
each hold a 50% interest in Second Rock Spring Park, LLC, which is the general
partner of the borrowing entity Second Rock Spring Park Limited Partnership.

THE PROPERTY. The Two Democracy Plaza mortgaged property is a 10-story, Class
"A" office building containing approximately 273,566 square feet situated on an
approximately 4.36-acre parcel of land in Bethesda, Maryland. Built in 1989 by
the borrower, the mortgaged property is situated in the Rock Spring Campus, a
23-building, 4.9 million square foot office park located at the juncture of
Interstate 495, Interstate 270 and Democracy Boulevard, which is approximately
five miles north of the District of Columbia.

Rock Spring Campus houses several large institutional clients such as Lockheed
Martin and IBM and serves as the headquarters to Marriott Corporation. Other
nearby attractions include (i) Westfield Shopping Town Mall, a 1.2 million
square foot center anchored by Nordstrom's, Sears and Macy's and (ii) Georgetown
Square, a neighborhood shopping center anchored by Giant Foods, both of which
are less than one mile away from the mortgaged property. A 272-room Marriott
Suites Hotel is also located directly west of the mortgaged property.

Two Democracy Plaza has average floor sizes of approximately 26,000 square feet
and features various amenities including 1,648 parking spaces with executive
parking, an atrium, shower room, courtyard, walking trail, picnic area, dry
cleaners, food service and the nearby Marriott Suites Hotel.

The mortgaged property is currently 98.0% leased to 11 tenants that pay an
average of $43.86 per square foot. National Institutes of Health ("NIH") is the
largest tenant and currently occupies approximately 224,991 square feet or
approximately 82.2% of the net rentable area.

SIGNIFICANT TENANTS.

National Institutes of Health ("NIH") is part of the U.S. Department of Health
and Human Services and is the primary Federal agency for conducting and
supporting medical research. Founded in 1887 and headquartered in Bethesda,
Maryland, NIH currently employs 6,000 scientists and 18,627 employees in 27
centers located throughout the 50 states. The goal of NIH is to acquire new
knowledge to help prevent, detect, diagnose, and treat disease and disability,
from the rarest genetic disorder to the common cold. The NIH mission is to
uncover new knowledge that will lead to better help for everyone. NIH gives out
50,000 grants to more than 325,000 researchers at over 3,000 universities,
medical schools and other research institutions in every state and around the
world every year. NIH is a government sponsored AAA-rated GSA tenant that
occupies approximately 224,991 square feet or approximately 82.2% of the
mortgaged property's net rentable area. NIH pays approximately $46.23 per square
foot with lease expirations between October 2010 and September 2012.

Iridium Satellite LLC ("Iridium") is a privately held provider of global
satellite voice and data communications solutions with complete coverage of the
entire Earth including oceans, airways and even polar regions. The mortgaged
property serves as the corporate headquarters for Iridium, which delivers
reliable, secure, real-time, mission-critical communications services to and
from areas where landlines and terrestrial-based wireless services are either
unavailable or unreliable. Iridium provides service to subscribers from the U.S.
Department of Defense, as well as other civil and government agencies around the
world. Iridium is also working to launch the Iridium NEXT initiative, a next
generation satellite constellation that is expected to be fully operational by
2016. Iridium occupies approximately 13,417 square feet, or approximately 4.9%
of the mortgaged property's net rentable area. Iridium pays approximately $29.00
per square foot and its lease expires in March of 2013.

Information, Inc. creates handcrafted newsfeeds for associations, corporations
and government agencies that want to stay on top of industry events, anticipate
developing trends and to take advantage of the quickening pace of business. The
mortgaged property serves as the headquarters for Information, Inc., which
monitors nearly 7,000 national and international information sources and reads
more than 15,000 news stories per day from its extensive range of print and
electronic media. Information, Inc. occupies approximately 10,971 square feet,
or approximately 4.0% of the mortgaged property's net rentable area.
Information, Inc. pays approximately $30.53 per square foot and its lease
expires in December 2013.

THE MARKET(1). The mortgaged property is located within the Metropolitan
Washington Area office market that consists of approximately 366,327,238 square
feet as of second quarter 2007. The mortgaged property is further located within
the Suburban Maryland market, which encompasses approximately 80,674,396 square
feet or approximately 22.0% of the broader market. The vacancy rate for the
Suburban Maryland market is approximately 8.2% as compared to the broader
market's overall vacancy of 7.7%. As of July 2007, 104 buildings or
approximately 18,598,773 square feet were under construction and under
renovation in the Washington Metropolitan Statistical Area, of which only 26
buildings or approximately 2,925,440 square feet were under construction and
renovation in the Suburban Maryland market.

(1)  Certain information was obtained from the Two Democracy Plaza appraisal,
     dated November 28, 2007. The appraisal relies upon many assumptions, and no
     representation is made as to the accuracy of the assumptions underlying the
     related appraisal.


                                     A-3-60





STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

--------------------------------------------------------------------------------
                               TWO DEMOCRACY PLAZA
--------------------------------------------------------------------------------

The Suburban Maryland office market is comprised of Montgomery, Prince George's
and Frederick counties. The mortgaged property is located in Montgomery County
in the North Bethesda submarket. The North Bethesda submarket consists of
approximately 90 buildings or 10,177,232 square feet. Tenants in this submarket
pay approximately $29.89 per square foot with an 8.4% vacancy rate that has
remained relatively stable over the past three years.

As of year-end 2007, the average population within a 1-, 3-, and 5-mile radius
of the mortgaged property was approximately 9,239, 108,135 and 303,802,
respectively. The estimated average household income within a 1-, 3- and 5-mile
radius of the mortgaged property was $154,616, $130,438 and $129,957,
respectively.

PROPERTY MANAGEMENT. The mortgaged property is managed by Vornado/Charles E.
Smith L.P. Vornado/Charles E. Smith Commercial Realty is one of the largest
commercial real estate organizations in the Washington, DC metropolitan region.
Vornado/ Charles E. Smith Commercial Realty owns and manages approximately 15.9
million square feet of office space.

In 2002, Charles E. Smith Commercial Realty became a division of Vornado Realty
Trust (NYSE: VNO), the fourth largest REIT (Real Estate Investment Trust) in the
U.S. Vornado is a fully integrated, publicly traded Real Estate Investment Trust
with a total market capitalization in excess of $12 billion. Vornado is the
largest owner of office properties in both New York City and Washington, D.C.
This focus, dominance and financial strength offers significant stability,
operating efficiencies, depth of high caliber management talent and a commitment
to continually enhancing their assets to sustain long-term value and support
their core objectives of tenant service and satisfaction.


                                     A-3-61





STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

--------------------------------------------------------------------------------
                               TWO DEMOCRACY PLAZA
--------------------------------------------------------------------------------

                             LEASE ROLLOVER SCHEDULE



            NUMBER OF   SQUARE                          % OF BASE   CUMULATIVE  CUMULATIVE %   CUMULATIVE   CUMULATIVE %
              LEASES     FEET    % OF GLA   BASE RENT      RENT    SQUARE FEET     OF GLA      BASE RENT   OF BASE RENT
YEAR         EXPIRING  EXPIRING  EXPIRING   EXPIRING     EXPIRING    EXPIRING     EXPIRING      EXPIRING     EXPIRING
------------------------------------------------------------------------------------------------------------------------

VACANT         NAP        5,572     2.0%           NAP      NAP        5,572         2.0%             NAP        NAP
2008 & MTM       1          150     0.1    $     3,375      0.0%       5,722         2.1%     $     3,375        0.0%
2009             0            0     0.0              0      0.0        5,722         2.1%     $     3,375        0.0%
2010             4      156,979    57.4      7,307,873     62.2      162,701        59.5%     $ 7,311,248       62.2%
2011             5       25,928     9.5      1,152,100      9.8      188,629        69.0%     $ 8,463,349       72.0%
2012             4       57,478    21.0      2,462,040     20.9      246,107        90.0%     $10,925,389       93.0%
2013             3       27,459    10.0        828,532      7.0      273,566       100.0%     $11,753,921      100.0%
2014             0            0     0.0              0      0.0      273,566       100.0%     $11,753,921      100.0%
2015             0            0     0.0              0      0.0      273,566       100.0%     $11,753,921      100.0%
2016             0            0     0.0              0      0.0      273,566       100.0%     $11,753,921      100.0%
2017             0            0     0.0              0      0.0      273,566       100.0%     $11,753,921      100.0%
2018             0            0     0.0              0      0.0      273,566       100.0%     $11,753,921      100.0%
AFTER            0            0     0.0              0      0.0      273,566       100.0%     $11,753,921      100.0%
------------------------------------------------------------------------------------------------------------------------
TOTAL:          17      273,566   100.0%   $11,753,921    100.0%
========================================================================================================================



                                     A-3-62





STRUCTURAL AND COLLATERAL TERM SHEET                               JPMCC 2008-C2

--------------------------------------------------------------------------------
                              TWO DEMOCRACY PLAZA
--------------------------------------------------------------------------------

                                 [MAP OMITTED]


                                     A-3-63

Table of Contents

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Table of Contents

ANNEX B

CERTAIN CHARACTERISTICS OF MULTIFAMILY & MANUFACTURED HOUSING LOANS

Annex B-1




Table of Contents

[THIS PAGE INTENTIONALLY LEFT BLANK] 






ANNEX B

CERTAIN CHARACTERISTICS OF MULTIFAMILY & MANUFACTURED HOUSING LOANS



                                                                                                                      NUMBER OF
LOAN #  SELLER  PROPERTY NAME               STREET ADDRESS              CITY           STATE  ZIP CODE  COUNTY       PROPERTIES
-------------------------------------------------------------------------------------------------------------------------------

  20     CIBC   The Forum at Grand Prairie  2650 South Forum Drive      Grand Prairie   TX     75052    Tarrant          1
  24      PNC   Dovetail Villas             5916 Mausser Drive          Orlando         FL     32822    Orange           1
  25      PNC   Oak Ridge Apartments        3517 North Hills Drive      Austin          TX     78731    Travis           1
  41     JPMCB  The Woodlands               10032 Neville Walk Street   St. Louis       MO     63136    St. Louis        1
  50     CIBC   Lofts at New Roc            100 New Roc City Place      New Rochelle    NY     10801    Westchester      1
  59     JPMCB  Drake Plaza Apartments      3307 Olive Street           St. Louis       MO     63103    St. Louis        1
  60     CIBC   Courtyard Place Apartments  425 South 25th Street       South Bend      IN     46615    St. Joseph       1
  71     CIBC   Windsor Lodge Apartments    34800 Lake Shore Boulevard  Eastlake        OH     44095    Lake             1
  72      PNC   West End Lofts              109 North 3rd Street        Fort Smith      AR     72901    Sebastian        1
  74      PNC   Allen Crossing Apartments   12220 SW Allen Boulevard    Beaverton       OR     97005    Washington       1


          PROPERTY   PROPERTY         CURRENT         CURRENT      INTEREST                UW     CURRENT
LOAN #      TYPE     SUBTYPE        BALANCE ($)  BALANCE/UNIT ($)  RATE (%)  NOTE DATE  DSCR (X)  LTV (%)  REM. TERM  REM. AMORT
--------------------------------------------------------------------------------------------------------------------------------

  20    Multifamily  Garden          16,000,000        52,632       6.00000   12/07/07    1.21      65.3      116         360
  24    Multifamily  Garden          11,447,509        49,343       7.03000   10/30/07    1.29      83.3       54         354
  25    Multifamily  Garden          11,375,000        44,960       6.60000   02/28/08    1.24      71.1      118         360
  41    Multifamily  Garden           5,657,137        24,704       6.94600   12/20/07    1.15      77.5      116         356
  50    Multifamily  Mid/High Rise    4,990,400        50,922       5.78000   02/16/08    3.76      17.7      166         358
  59    Multifamily  Mid/High Rise    4,186,779        53,677       6.94600   12/20/07    1.16      74.8      116         356
  60    Multifamily  Garden           4,150,000        22,928       6.64000   08/10/07    1.20      76.7      112         360
  71    Multifamily  Garden           2,611,820        32,648       6.60000   10/25/07    1.40      68.7      114         354
  72    Multifamily  Garden           2,452,000        72,118       6.39000   10/31/07    1.19      78.1      115         360
  74    Multifamily  Garden           2,205,000        40,833       6.78000   11/16/07    1.24      70.9      115         360


                                      PAD             STUDIO              ONE BEDROOM            TWO BEDROOM
                             ----------------  --------------------  ---------------------  ---------------------
         LOAN   TOTAL UNIT/  NO. OF   AVERAGE   NO. OF    AVERAGE       NO. OF    AVERAGE      NO. OF    AVERAGE
LOAN #  GROUP  BEDS/PADS/SF   PADS   PAD RENT  STUDIOS  STUDIO RENT  1-BR UNITS  1-BR RENT  2-BR UNITS  2-BR RENT
-----------------------------------------------------------------------------------------------------------------

  20      2         304         0        0         0          0           96         631        160         905
  24      2         232         0        0         0          0           32         603        126         727
  25      2         253         0        0        18        565          145         659         90         884
  41      2         229         0        0         0          0          120         457        109         558
  50      2          98         0        0        21      1,600           58       2,250         19       3,000
  59      2          78         0        0         0          0           59         611         19         808
  60      2         181         0        0         0          0           39         450        142         488
  71      2          80         0        0         0          0           16         516         64         614
  72      2          34         0        0         0          0           17         751         17       1,025
  74      2          54         0        0         0          0           19         520         23         620


           THREE BEDROOM            FOUR BEDROOM
        ---------------------  ---------------------
           NO. OF    AVERAGE      NO. OF    AVERAGE          UTILITIES        ELEVATOR
LOAN #  3-BR UNITS  3-BR RENT  4-BR UNITS  4-BR RENT        TENANT PAYS        PRESENT  LOAN NO.
------  ----------  ---------  ----------  ---------  ----------------------  -------   --------

  20        48        1,015        0            0     Electric, Water, Sewer     No        20
  24        66          830        8          875            Electric            No        24
  25         0            0        0            0     Electric, Water, Sewer     No        25
  41         0            0        0            0            Electric            No        41
  50         0            0        0            0         Electric, Gas          Yes       50
  59         0            0        0            0            Electric            Yes       59
  60         0            0        0            0            Electric            No        60
  71         0            0        0            0            Electric            No        71
  72         0            0        0            0            Electric            No        72
  74        12          720        0            0            Electric            No        74

Table of Contents

[THIS PAGE INTENTIONALLY LEFT BLANK]




Table of Contents

ANNEX C

FORM OF REPORT TO CERTIFICATEHOLDERS

Annex C-1




Table of Contents

[THIS PAGE INTENTIONALLY LEFT BLANK] 








[LaSalle Bank LOGO]                 J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
135 S. LaSalle Street, Suite 1625                            SERIES 2008-C2                          Prior Payment:
Chicago, IL 60603                                                                                    Next Payment:
USA                                                                                                  Record Date:     30-May-08




Administrator:                        ABN AMRO ACCT:           Analyst:
Ann Kelly 312.904.1487   REPORTING PACKAGE TABLE OF CONTENTS   Patrick Gong 714.259.6253
ann.kelly@abnamro.com                                          patrick.gong@abnamro.com


Issue Id:                        SAMPJPMO

Monthly Data File
Name:               SAMPJPMO_200806_3.ZIP

                                                                        Page(s)
                                                                       ---------
Statements to Certificateholders                                       Page 2
Cash Recon                                                             Page 3
Bond Interest Reconciliation                                           Page 4
Bond Interest Reconciliation                                           Page 5
Shortfall Summary Report                                               Page 6
Asset-Backed Facts ~ 15 Month Loan Status Summary                      Page 7
Mortgage Loan Characteristics                                          Page 8-10
Delinquent Loan Detail                                                 Page 11
Loan Level Detail                                                      Page 12
Realized Loss Detail                                                   Page 13
Collateral Realized Loss                                               Page 14
Appraisal Reduction Detail                                             Page 15
Material Breaches Detail                                               Page 16
Historical Collateral Level Payoff Report                              Page 17
Specially Serviced (Part I) - Loan Detail                              Page 18
Specially Serviced (Part II) - Servicer Comments                       Page 19
Summary of Loan Maturity Extensions                                    Page 20
Rating Information                                                     Page 21
Other Related Information                                              Page 22
SWAP Summary                                                           Page 23


Closing Date:                8-May-2008
First Payment Date:         16-Jun-2008
Rated Final Payment Date:
Determination Date:          9-Jun-2008

                            Trust Collection Period
                              5/9/2008 - 6/9/2008

                           PARTIES TO THE TRANSACTION

        Depositor: J.P. Morgan Chase Commercial Mortgage Securities Corp.
       Master Servicer: Midland Loan Services, Inc./Wells Fargo Bank, N.A.
       Mortgage Loan Seller: CIBC Inc./JPMorgan Chase Bank, N.A./PNC Bank,
                               National Assocation
           Rating Agency: Fitch, Inc./Moody's Investors Service, Inc.
                Special Servicer: CW Capital Asset Management LLC
   Underwriter: J.P. Morgan Securities Inc./PNC Capital Markets LLC/CIBC Inc.

       INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES

LaSalle Web Site                          www.etrustee.net
Servicer Web Site     www.midlandls.com,www.wellsfargo.com
LaSalle Factor Line                           800.246.5761


                                                                    PAGE 1 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:



                         ORIGINAL     OPENING  PRINCIPAL    PRINCIPAL     NEGATIVE    CLOSING    INTEREST    INTEREST   PASS-THROUGH
CLASS                 FACE VALUE (1)  BALANCE   PAYMENT   ADJ. OR LOSS  AMORTIZATION  BALANCE  PAYMENT (2)  ADJUSTMENT      RATE
------------------------------------------------------------------------------------------------------------------------------------

CUSIP                                                                                                                   Next Rate(3)
------------------------------------------------------------------------------------------------------------------------------------
Total
------------------------------------------------------------------------------------------------------------------------------------
                                                                          Total P&I Payment
------------------------------------------------------------------------------------------------------------------------------------


Notes: (1) N denotes notional balance not included in total (2) Accrued Interest
Plus/Minus Interest Adjustment Minus Deferred Interest equals Interest Payment
(3) Estimated. * Denotes Controlling Class


                                                                    PAGE 2 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

                           CASH RECONCILIATION SUMMARY

                                INTEREST SUMMARY

Current Scheduled Interest                 0.00
Less Deferred Interest                     0.00
Less PPIS Reducing Scheduled Int           0.00
Plus Gross Advance Interest                0.00
Less ASER Interest Adv Reduction           0.00
Less Other Interest Not Advanced           0.00
Less Other Adjustment                      0.00
-----------------------------------------------
Total                                      0.00
-----------------------------------------------

UNSCHEDULED INTEREST:
Prepayment Penalties                       0.00
Yield Maintenance Penalties                0.00
Other Interest Proceeds                    0.00
-----------------------------------------------
Total                                      0.00
-----------------------------------------------
Less Fee Paid To Servicer                  0.00
Less Fee Strips Paid by Servicer           0.00

LESS FEES & EXPENSES PAID BY/TO SERVICER
Special Servicing Fees                     0.00
Workout Fees                               0.00
Liquidation Fees                           0.00
Interest Due Serv on Advances              0.00
Non Recoverable Advances                   0.00
Misc. Fees & Expenses                      0.00
-----------------------------------------------
Total Unscheduled Fees & Expenses          0.00
-----------------------------------------------
Total Interest Due Trust                   0.00
-----------------------------------------------

LESS FEES & EXPENSES PAID BY/TO TRUST
Trustee Fee                                0.00
Fee Strips                                 0.00
Misc. Fees                                 0.00
Interest Reserve Withholding               0.00
Plus Interest Reserve Deposit              0.00
-----------------------------------------------
Total                                      0.00
-----------------------------------------------

                                PRINCIPAL SUMMARY
SCHEDULED PRINCIPAL:
Current Scheduled Principal    0.00
Advanced Scheduled Principal   0.00
Scheduled Principal            0.00

UNSCHEDULED PRINCIPAL:
Curtailments                   0.00
Prepayments in Full            0.00
Liquidation Proceeds           0.00
Repurchase Proceeds            0.00
Other Principal Proceeds       0.00
-----------------------------------
Total Unscheduled Principal    0.00
-----------------------------------
Remittance Principal           0.00
Remittance P&I Due Trust       0.00
Remittance P&I Due Certs       0.00

                              POOL BALANCE SUMMARY

                        Balance   Count
                        -------   -----
Beginning Pool            0.00      0
Scheduled Principal       0.00      0
Unscheduled Principal     0.00      0
Deferred Interest         0.00
Liquidations              0.00      0
Repurchases               0.00      0
Ending Pool               0.00      0

                            Servicing Advance Summary

                        Amount
                        ------
Prior Outstanding
Plus Current Period
Less Recovered
Less Non Recovered
Ending Outstanding

                              SERVICING FEE SUMMARY

Current Servicing Fees             0.00
Plus Fees Advanced for PPIS        0.00
Less Reduction for PPIS            0.00
Plus Delinquent Servicing Fees     0.00
---------------------------------------
Total Servicing Fees               0.00
---------------------------------------

                               CAP LEASE ACCRETION

Accretion Amt                      0.00
Distributable Interest             0.00
Distributable Principal            0.00


                                  PPIS SUMMARY

Gross PPIS                         0.00
Reduced by PPIE                    0.00
Reduced by Shortfalls in Fees      0.00
Reduced by Other Amounts           0.00
---------------------------------------
PPIS Reducing Scheduled Interest   0.00
---------------------------------------
PPIS Reducing Servicing Fee        0.00
---------------------------------------
PPIS Due Certificate               0.00

                   ADVANCE SUMMARY (ADVANCE MADE BY SERVICER)

                      Principal   Interest
                      ---------   --------
Prior Outstanding        0.00       0.00
Plus Current Period      0.00       0.00
Less Recovered           0.00       0.00
Less Non Recovered       0.00       0.00
Ending Outstanding       0.00       0.00


                                                                    PAGE 3 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

                       BOND INTEREST RECONCILIATION DETAIL



                                                                                           Current   Remaining         Credit
         Accrual           Pass-    Accrued     Total      Total   Distributable Interest   Period  Outstanding        Support
      ----------- Opening Through Certificate  Interest  Interest   Certificate   Payment Shortfall   Interest  --------------------
Class Method Days Balance   Rate    Interest  Additions Deductions    Interest    Amount   Recovery  Shorfalls  Original Current (1)
------------------------------------------------------------------------------------------------------------------------------------




(1)  Determined as follows: (A) the ending balance of all the classes less (B)
     the sum of (i) the ending balance of the class and (ii) the ending balance
     of all classes which are not subordinate to the class divided by (A).


                                                                    PAGE 4 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

                      BOND INTEREST RECONCILIATION DETAIL



                                                              Additions
                           -------------------------------------------------------------------------
        Prior     Current                                                                   Other
       Interest  Interest  Prior Interest   Interest Accrual   Prepayment     Yield       Interest
Class  Due Date  Due Date   Shortfall Due  on Prior Shortfall   Premiums   Maintenance  Proceeds (1)
----------------------------------------------------------------------------------------------------




                  Deductions
       -----------------------------------
                  Deferred &                Distributable  Interest
       Allocable   Accretion    Interest     Certificate    Payment
Class     PPIS     Interest   Loss Expense     Interest     Amount
-------------------------------------------------------------------




(1)  Other Interest Proceeds are additional interest amounts specifically
     allocated to the bond(s) and used in determining the Bondholder's
     Distributable Interest.


                                                                    PAGE 5 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:
                          INTEREST ADJUSTMENTS SUMMARY

SHORTFALL ALLOCATED TO THE BONDS:

Net Prepayment Int. Shortfalls Allocated to the Bonds                       0.00
Special Servicing Fees                                                      0.00
Workout Fees                                                                0.00
Liquidation Fees                                                            0.00
Legal Fees                                                                  0.00
Misc. Fees & Expenses Paid by/to Servicer                                   0.00
Interest Paid to Servicer on Outstanding Advances                           0.00
ASER Interest Advance Reduction                                             0.00
Interest Not Advanced (Current Period)                                      0.00
Recoup of Prior Advances by Servicer                                        0.00
Servicing Fees Paid Servicer on Loans Not Advanced                          0.00
Misc. Fees & Expenses Paid by Trust                                         0.00
Shortfall Due to Rate Modification                                          0.00
Other Interest Loss                                                         0.00
                                                                            ----
Total Shortfall Allocated to the Bonds                                      0.00
                                                                            ====

EXCESS ALLOCATED TO THE BONDS:

Other Interest Proceeds Due the Bonds                                       0.00
Prepayment Interest Excess Due the Bonds                                    0.00
Interest Income                                                             0.00
Yield Maintenance Penalties Due the Bonds                                   0.00
Prepayment Penalties Due the Bonds                                          0.00
Recovered ASER Interest Due the Bonds                                       0.00
Recovered Interest Due the Bonds                                            0.00
ARD Excess Interest                                                         0.00
                                                                            ----
Total Excess Allocated to the Bonds                                         0.00
                                                                            ====

              AGGREGATE INTEREST ADJUSTMENT ALLOCATED TO THE BONDS

Total Excess Allocated to the Bonds                                         0.00
Less Total Shortfall Allocated to the Bonds                                 0.00
                                                                            ----
Total Interest Adjustment to the Bonds                                      0.00
                                                                            ====


                                                                    PAGE 6 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

          ASSET-BACKED FACTS ~ 15 MONTH HISTORICAL LOAN STATUS SUMMARY



                                     Delinquency Aging Categories                                Special Event Categories (1)
              ---------------------------------------------------------------------------  ---------------------------------------
                                                                                                           Specially
Distribution  Delinq 1 Month  Delinq 2 Months  Delinq 3+ Months  Foreclosure      REO      Modifications    Serviced    Bankruptcy
    Date        #   Balance     #   Balance       #   Balance     #  Balance   #  Balance    #  Balance    #  Balance   #  Balance
------------  --------------------------------------------------------------------------------------------------------------------




(1)  Note: Modification, Specially Serviced & Bankruptcy Totals are Included in
     the Appropriate Delinquency Aging Category


                                                                    PAGE 7 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

                         MORTGAGE LOAN CHARACTERISTICS

                       DISTRIBUTION OF PRINCIPAL BALANCES

                                                       Weighted Average
Current Scheduled    # of   Scheduled     % of    ------------------------
     Balance        Loans    Balance    Balance   Term   Coupon   PFY DSCR
--------------------------------------------------------------------------

--------------------------------------------------------------------
                      0         0         0.00%
--------------------------------------------------------------------

Average Schedule Balance                0
Maximum Schedule Balance   (9,999,999,999)
Minimum Schedule Balance    9,999,999,999

                DISTRIBUTION OF REMAINING TERM (FULLY AMORTIZING)

                                                     Weighted Average
Fully Amortizing    # of   Scheduled     % of    ------------------------
 Mortgage Loans    Loans    Balance    Balance   Term   Coupon   PFY DSCR
--------------------------------------------------------------------------

--------------------------------------------------------------------
                     0         0        0.00%
--------------------------------------------------------------------

                     DISTRIBUTION OF MORTGAGE INTEREST RATES

                                                      Weighted Average
Current Mortgage    # of   Scheduled     % of    ------------------------
  Interest Rate    Loans    Balance    Balance   Term   Coupon   PFY DSCR
-------------------------------------------------------------------------

--------------------------------------------------------------------
                     0         0        0.00%
--------------------------------------------------------------------

Minimum Mortgage Interest Rate   ,900.000%
Maximum Mortgage Interest Rate   ,900.000%

                    DISTRIBUTION OF REMAINING TERM (BALLOON)

                                                    Weighted Average
    Balloon       # of   Scheduled     % of    ------------------------
Mortgage Loans   Loans    Balance    Balance   Term   Coupon   PFY DSCR
-----------------------------------------------------------------------

--------------------------------------------------------------------
                   0         0        0.00%
--------------------------------------------------------------------

                                                                    PAGE 8 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

                          MORTGAGE LOAN CHARACTERISTICS

                           DISTRIBUTION OF DSCR (PFY)

 Debt Service     # of   Scheduled     % of
Coverage Ratio   Loans    Balance    Balance   WAMM   WAC   PFY DSCR
--------------------------------------------------------------------

--------------------------------------------------------------------
                   0         0        0.00%
--------------------------------------------------------------------

Maximum DSCR   0.000
Minimum DSCR   0.000

                          DISTRIBUTION OF DSCR (CUTOFF)

 Debt Service     # of   Scheduled     % of
Coverage Ratio   Loans    Balance    Balance   WAMM   WAC   PFY DSCR
--------------------------------------------------------------------

--------------------------------------------------------------------
                   0         0        0.00%
--------------------------------------------------------------------

Maximum DSCR   0.000
Minimum DSCR   0.000

                             GEOGRAPHIC DISTRIBUTION

Geographic        # of   Scheduled     % of
Location         Loans    Balance    Balance   WAMM   WAC   PFY DSCR
--------------------------------------------------------------------

--------------------------------------------------------------------
                   0         0        0.00%
--------------------------------------------------------------------


                                                                    PAGE 9 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

                          MORTGAGE LOAN CHARACTERISTICS


                         DISTRIBUTION OF PROPERTY TYPES

                  # of   Scheduled     % of
Property Types   Loans    Balance    Balance   WAMM   WAC   PFY DSCR
--------------------------------------------------------------------

--------------------------------------------------------------------
                   0         0        0.00%
--------------------------------------------------------------------

                        DISTRIBUTION OF AMORTIZATION TYPE

                     # of   Scheduled     % of
Amortization Type   Loans    Balance    Balance   WAMM   WAC   PFY DSCR
-----------------------------------------------------------------------

-----------------------------------------------------------------------
                      0         0        0.00%
-----------------------------------------------------------------------

                         DISTRIBUTION OF LOAN SEASONING

                    # of   Scheduled     % of
Number of Months   Loans    Balance    Balance   WAMM   WAC   PFY DSCR
----------------------------------------------------------------------

----------------------------------------------------------------------
                      0        0         0.00%
----------------------------------------------------------------------

                       DISTRIBUTION OF YEAR LOANS MATURING

                         # of   Scheduled    % of
         Year           Loans    Balance    Balance   WAMM    WAC    PFY DSCR
-----------------------------------------------------------------------------
Prior to Current Year     0         0        0.00%      0    0.00%     0.00
        2008              0         0        0.00%      0    0.00%     0.00
        2009              0         0        0.00%      0    0.00%     0.00
        2010              0         0        0.00%      0    0.00%     0.00
        2011              0         0        0.00%      0    0.00%     0.00
        2012              0         0        0.00%      0    0.00%     0.00
        2013              0         0        0.00%      0    0.00%     0.00
        2014              0         0        0.00%      0    0.00%     0.00
        2015              0         0        0.00%      0    0.00%     0.00
        2016              0         0        0.00%      0    0.00%     0.00
        2017              0         0        0.00%      0    0.00%     0.00
        2018              0         0        0.00%      0    0.00%     0.00
    2019 & Greater        0         0        0.00%      0    0.00%     0.00
-----------------------------------------------------------------------------
                          0         0        0.00%
-----------------------------------------------------------------------------


                                                                   PAGE 10 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

                             DELINQUENT LOAN DETAIL



            Paid               Outstanding  Out. Property                  Special
Disclosure  Thru  Current P&I      P&I        Protection   Loan Status     Servicer    Foreclosure  Bankruptcy   REO
 Control #  Date    Advance     Advances**     Advances      Code (1)   Transfer Date      Date        Date     Date
--------------------------------------------------------------------------------------------------------------------


TOTAL
--------------------------------------------------------------------------------------------------------------------


(1): LEGEND:

A.   IN GRACE PERIOD

B.   LATE PAYMENT BUT < 1 MONTH DELINQ.

1.   DELINQ. 1 MONTH

2.   DELINQ. 2 MONTHS

3.   DELINQUENT 3 + MONTHS

4.   PERFORMING MATURED BALLOON

5.   NON PERFORMING MATURED BALLOON

**   Outstanding P&I Advances include the current period P&I Advances and may
     include Servicer Advances.


                                                                   PAGE 11 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

                               LOAN LEVEL DETAIL



                                             Operating              Ending                                              Loan
Disclosure         Property  Maturity   PFY  Statement     Geo.   Principal  Note  Scheduled  Prepayment  Prepayment   Status
Control #   Group    Type      Date    DSCR     Date    Location   Balance   Rate     P&I       Amount       Date     Code (1)
------------------------------------------------------------------------------------------------------------------------------




*    NOI and DSCR, if available and reportable under the terms of the trust
     agreement, are based on information obtained from the related borrower, and
     no other party to the agreement shall be held liable for the accuracy or
     methodology used to determine such figures.

(1)  Legend:

A.   In Grace Period

B.   Late Payment but < 1 month delinq

1.   Delinquent 1 month

2.   Delinquent 2 months

3.   Delinquent 3+ months

4.   Performing Matured Balloon

5.   Non Performing Matured Balloon


                                                                   PAGE 12 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

                              REALIZED LOSS DETAIL



                                             Beginning            Gross Proceeds   Aggregate       Net       Net Proceeds
           Disclosure  Appraisal  Appraisal  Scheduled    Gross     as a % of     Liquidation  Liquidation     as a % of    Realized
  Period    Control #     Date      Value     Balance   Proceeds  Sched. Balance   Expenses *    Proceeds   Sched. Balance    Loss
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
CURRENT TOTAL
CUMULATIVE


*    Aggregate liquidation expenses also include outstanding P&I advances and
     unpaid servicing fees, unpaid trustee fees, etc..


                                                                   PAGE 13 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

                  BOND/COLLATERAL REALIZED LOSS RECONCILIATION



                                                                                   Interest
                     Beginning                  Prior                            (Shortages)/
                      Balance    Aggregate    Realized           Amounts           Excesses
                       of the     Realized      Loss           Covered by           applied
Prospectus            Loan at       Loss     Applied to   Overcollateralization   to Realized
    ID      Period  Liquidation   on Loans  Certificates    and other Credit        Losses
                                                 A                  B                  C
---------------------------------------------------------------------------------------------

CUMULATIVE


                           Additional                   Recoveries  (Recoveries)/
            Modification  (Recoveries)/     Current         of        Realized
            Adjustments/    Expenses       Realized      Realized       Loss
              Appraisal    applied to        Loss         Losses     Applied to
Prospectus    Reduction     Realized      Applied to       paid      Certificate
    ID       Adjustment      Losses      Certificates*    as Cash     Interest
                 D             E
--------------------------------------------------------------------------------

CUMULATIVE


*    In the Initial Period the Current Realized Loss Applied to Certificates
     will equal Aggregate Realized Loss on Loans - B - C - D + E instead of A -
     C - D + E

Description of Fields
---------------------
          A             Prior Realized Loss Applied to Certificates

          B             Reduction to Realized Loss applied to bonds (could
                        represent OC, insurance policies, reserve accounts, etc)

          C             Amounts classified by the Master as interest adjustments
                        from general collections on a loan with a Realized Loss

          D             Adjustments that are based on principal haircut or
                        future interest foregone due to modification

          E             Realized Loss Adjustments, Supplemental Recoveries or
                        Expenses on apreviously liquidated loan


                                                                   PAGE 14 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

                           APPRAISAL REDUCTION DETAIL



                                                                         Remaining Term                           Appraisal
Disclosure Appraisal Scheduled   AR   Current P&I          Note Maturity -------------- Property Geographic      -----------
 Control#  Red. Date  Balance  Amount   Advance     ASER   Rate   Date    Life            Type    Location  DSCR Value  Date
----------------------------------------------------------------------------------------------------------------------------





                                                                   PAGE 15 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

              MATERIAL BREACHES AND MATERIAL DOCUMENT DEFECT DETAIL

             Ending    Material
Disclosure  Principal   Breach   Material Breach and Material Document Defect
 Control #   Balance     Date                     Description
-----------------------------------------------------------------------------

   Material breaches of pool asset representation or warranties or transaction
                                   covenants.


                                                                   PAGE 16 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

                    HISTORICAL COLLATERAL LEVEL PAYOFF REPORT



Disclosure   Payoff   Initial                Payoff   Penalty   Prepayment   Maturity   Property   Geographic
 Control #   Period   Balance   Type         Amount    Amount      Date        Date       Type      Location
-------------------------------------------------------------------------------------------------------------


-------------------------------------------------------------------------------------------------------------
                                CURRENT
                                CUMULATIVE
-------------------------------------------------------------------------------------------------------------



                                                                   PAGE 17 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

            SPECIALLY SERVICED (PART I) - LOAN DETAIL (END OF PERIOD)



                         Loan        Balance                           Remaining
Disclosure  Servicing   Status  ----------------             Maturity  ---------  Property     Geo.               NOI
 Control #  Xfer Date  Code(1)  Schedule  Actual  Note Rate    Date    Life         Type    Location  NOI  DSCR  Date
---------------------------------------------------------------------------------------------------------------------




(1) Legend:

A.  P&I Adv - in Grace Period

B.  P&I Adv - < one month delinq

1.  P&I Adv - delinquent 1 month

2.  P&I Adv - delinquent 2 months

3.  P&I Adv - delinquent 3+ months

4.  Mat. Balloon/Assumed P&I

5.  Non Performing Mat. Balloon

7.  Foreclosure

9.  REO


                                                                   PAGE 18 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

  SPECIALLY SERVICED LOAN DETAIL (PART II) - SERVICER COMMENTS (END OF PERIOD)

Disclosure   Resolution
 Control #    Strategy                          Comments
-----------------------   ------------------------------------------------------



                                                                   PAGE 19 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

                           MATURITY EXTENSION SUMMARY

LOANS WHICH HAVE HAD THEIR MATURITY DATES EXTENDED
   Number of Loans:                                                            0
   Stated Principal Balance outstanding:                                    0.00
   Weighted Average Extension Period:                                          0
LOANS IN THE PROCESS OF HAVING THEIR MATURITY DATES EXTENDED
   Number of Loans:                                                            0
   Stated Principal Balance outstanding:                                    0.00
   Weighted Average Anticipated Extension Period:                              0
LOANS IN THE PROCESS OF HAVING THEIR MATURITY DATES FURTHER EXTENDED
   Number of Loans:                                                            0
   Stated Principal Balance Outstanding:                                    0.00
   Weighted Average Extension Period:                                          0
LOANS PAID-OFF THAT DID EXPERIENCE MATURITY DATE EXTENSIONS
   Number of Loans:                                                            0
   Cutoff Principal Balance:                                                0.00
   Weighted Average Extension Period:                                          0
LOANS PAID-OFF THAT DID NOT EXPERIENCE MATURITY DATE EXTENSIONS
   Number of Loans:                                                            0
   Cutoff Principal Balance:                                                0.00


                                                                   PAGE 20 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

                               RATING INFORMATION

                   ORIGINAL RATINGS     RATING CHANGE/CHANGE DATE(1)
                ---------------------   ----------------------------
CLASS   CUSIP   FITCH   MOODY'S   S&P     FITCH    MOODY'S     S&P
-------------  -----------------------  ----------------------------

NR - Designates that the class was not rated by the rating agency.

(1)  Changed ratings provided on this report are based on information provided
     by the applicable rating agency via electronic transmission. It shall be
     understood that this transmission will generally have been provided to
     LaSalle within 30 days of the payment date listed on this statement.
     Because ratings may have changed during the 30 day window, or may not be
     being provided by the rating agency in an electronic format and therefore
     not being updated on this report, LaSalle recommends that investors obtain
     current rating information directly from the rating agency.


                                                                   PAGE 21 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

                                     LEGEND

Until this statement/report is filed with the Commission with respect to the
Trust pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended, the recipient hereof shall be deemed to keep the information contained
herein confidential and such information will not, without the prior consent of
the Master Servicer or the Trustee, be disclosed by such recipient or by its
officers, directors, partners, employees, agents or representatives in any
manner whatsoever, in whole or in part.


                                                                   PAGE 22 OF 24







[LaSalle Bank LOGO]   J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2008-C2   Statement Date: 04/17/2008
ABN AMRO                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,           Payment Date:
                                               SERIES 2008-C2                          Prior Payment:
                                                                                       Next Payment:
                                                                                       Record Date:     30-May-08


                                 ABN AMRO ACCT:

                           OTHER RELATED INFORMATION

                                 SWAP PAYMENTS


               Accrual Days   Notional   Rate   Amount
------------------------------------------------------
Fixed Payer:
Float Payer:

                                  SWAP CONTRACT

                     Yield Maintenance                Special
 Amount    Amount   Prepayment Premiums   Shortfall   Payment
Received    Paid           Paid             Amount     Amount
-------------------------------------------------------------


                                                                   PAGE 23 OF 24





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:

      o     multifamily and commercial mortgage loans, including participations
            therein;

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

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

      o     a combination of the assets described above.

      If so specified in the related prospectus supplement, a material
concentration of the mortgage loans in any trust fund will be secured by
hotel/motel properties.

      If so specified in the related prospectus supplement, a material
concentration of the mortgage loans in any trust will be secured by self-storage
properties.

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.

                                 April 18, 2008






              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.

      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 129 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., 270 Park Avenue, New York, New York 10017, and telephone number is (212)
834-9299.


                                       ii





                                TABLE OF CONTENTS

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


                                      iii





     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...................30
     Your Securities Will Have Greater Risk if an Interest Rate Swap
       Agreement Terminates...................................................30
     Even if You Do Not Receive Timely Notices, You Will Be Deemed To Have
       Tendered Your Reset Rate Certificates .................................30
     If a Failed Remarketing Is Declared, You Will Be Required To Rely On
       a Sale Through the Secondary Market If You Wish To Sell Your Reset
       Rate Certificates......................................................31
DESCRIPTION OF THE TRUST FUNDS................................................31
     General..................................................................31
     Mortgage Loans...........................................................31
     MBS......................................................................35
     Certificate Accounts.....................................................36
     Other Accounts...........................................................36
     Credit Support...........................................................36
     Cash Flow Agreements.....................................................37
YIELD AND MATURITY CONSIDERATIONS.............................................37
     General..................................................................37
     Pass-Through Rate........................................................37
     Payment Delays...........................................................37
     Certain Shortfalls in Collections of Interest............................37
     Yield and Prepayment Considerations......................................38
     Weighted Average Life and Maturity.......................................40
     Controlled Amortization Classes and Companion Classes....................40
     Other Factors Affecting Yield, Weighted Average Life and Maturity........41
THE SPONSOR...................................................................43
THE DEPOSITOR.................................................................44
THE ISSUING ENTITY............................................................44
USE OF PROCEEDS...............................................................44
DESCRIPTION OF THE CERTIFICATES...............................................44
     General..................................................................44
     Distributions............................................................45
     Distributions of Interest on the Certificates............................46
     Determination of Interest Rates..........................................47
     Distributions of Principal on the Certificates...........................51
     Distributions on the Certificates in Respect of Prepayment Premiums......52
     Additional Information Regarding Reset Rate Certificates.................52
     Allocation of Losses and Shortfalls......................................60
     Advances in Respect of Delinquencies.....................................60
     Reports to Certificateholders............................................61
     Voting Rights............................................................62
     Termination..............................................................62
     Book-Entry Registration and Definitive Certificates......................63
DESCRIPTION OF THE POOLING AGREEMENTS.........................................66
     General..................................................................66
     Assignment of Mortgage Loans; Repurchases................................66
     Representations and Warranties; Repurchases..............................67
     Collection and Other Servicing Procedures................................68
     Sub-Servicers............................................................68
     Special Servicers........................................................69
     Certificate Account......................................................69
     Modifications, Waivers and Amendments of Mortgage Loans..................72
     Realization Upon Defaulted Mortgage Loans................................72
     Hazard Insurance Policies................................................73
     Due-on-Sale and Due-on-Encumbrance Provisions............................73
     Servicing Compensation and Payment of Expenses...........................74
     Evidence as to Compliance................................................74
     Certain Matters Regarding the Master Servicer and the Depositor..........75
     Events of Default........................................................75
     Amendment................................................................75
     List of Certificateholders...............................................76
     The Trustee..............................................................76
     Duties of the Trustee....................................................76
     Certain Matters Regarding the Trustee....................................77
     Resignation and Removal of the Trustee...................................77
DESCRIPTION OF CREDIT SUPPORT.................................................77
     General..................................................................77
     Subordinate Certificates.................................................78
     Cross-Support Provisions.................................................78
     Insurance or Guarantees with Respect to Mortgage Loans...................78
     Letter of Credit.........................................................79
     Certificate Insurance and Surety Bonds...................................79


                                       iv





     Reserve Funds............................................................79
     Credit Support with Respect to MBS.......................................80
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS.......................................80
     General..................................................................80
     Types of Mortgage Instruments............................................80
     Leases and Rents.........................................................80
     Personalty...............................................................81
     Foreclosure..............................................................81
     Bankruptcy Laws..........................................................84
     Environmental Risks......................................................87
     Due-on-Sale and Due-on-Encumbrance.......................................88
     Subordinate Financing....................................................89
     Default Interest and Limitations on Prepayments..........................89
     Applicability of Usury Laws..............................................89
     Servicemembers Civil Relief Act..........................................90
     Type of Mortgaged Property...............................................90
     Americans with Disabilities Act..........................................90
     Forfeiture for Drug, RICO and Money Laundering Violations................91
CERTAIN FEDERAL INCOME TAX CONSEQUENCES.......................................91
FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES........................91
     General..................................................................91
     Characterization of Investments in REMIC Certificates....................92
     Qualification as a REMIC.................................................92
     Taxation of Regular Certificates.........................................94
     Taxation of Residual Certificates.......................................102
     Taxes That May Be Imposed on the REMIC Pool.............................109
     Liquidation of the REMIC Pool...........................................110
     Administrative Matters..................................................110
     Limitations on Deduction of Certain Expenses............................111
     Taxation of Certain Foreign Investors...................................111
     Backup Withholding......................................................112
     Reporting Requirements..................................................113
FEDERAL INCOME TAX CONSEQUENCES FOR CERTIFICATES AS TO WHICH NO REMIC
ELECTION IS MADE.............................................................113
     Standard Certificates...................................................113
     Stripped Certificates...................................................116
     Reset Rate Certificates.................................................120
     Reporting Requirements and Backup Withholding...........................120
     Taxation of Certain Foreign Investors...................................120
STATE AND OTHER TAX CONSIDERATIONS...........................................121
CERTAIN ERISA CONSIDERATIONS.................................................121
     General.................................................................121
     Plan Asset Regulations..................................................122
     Administrative Exemptions...............................................122
     Insurance Company General Accounts......................................122
     Unrelated Business Taxable Income; Residual Certificates................123
LEGAL INVESTMENT.............................................................123
METHOD OF DISTRIBUTION.......................................................125
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE............................127
WHERE YOU CAN FIND MORE INFORMATION..........................................127
LEGAL MATTERS................................................................127
FINANCIAL INFORMATION........................................................127
RATING.......................................................................128
INDEX OF DEFINED TERMS.......................................................129


                                       v





                              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, N.A., 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 a pool of loans secured by liens
                                            on, or security interests in:

                                            o    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

                                            o    office buildings, shopping centers, retail stores and
                                                 establishments, hotels or motels, nursing homes, hospitals
                                                 or other health-care related facilities, mobile home parks
                                                 and



                                        1







                                                 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:

                                            o    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;

                                            o    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;

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

                                            o    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;
                                                 and

                                            o    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:

                                            o    private mortgage participations, mortgage pass-through
                                                 certificates or other mortgage-backed securities; or



                                        2







                                            o    Certificates insured or guaranteed by any of the Federal
                                                 Home Loan Mortgage Corporation, the Federal National
                                                 Mortgage Association, the Governmental National Mortgage
                                                 Association or the Federal Agricultural Mortgage
                                                 Corporation.

                                            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. These may include,
                                            for any series that contains reset rate certificates, a
                                            remarketing fee account.

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



                                        3







                                            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:

                                            o    are senior or subordinate to one or more other classes of
                                                 certificates in entitlement to certain distributions on the
                                                 certificates;

                                            o    are principal-only certificates entitled to distributions
                                                 of principal, with disproportionately small, nominal or no
                                                 distributions of interest;

                                            o    are interest-only certificates entitled to distributions of
                                                 interest, with disproportionately small, nominal or no
                                                 distributions of principal;

                                            o    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;

                                            o    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;

                                            o    provide for controlled distributions of principal to be
                                                 made based on a specified schedule or other methodology,
                                                 subject to available funds; or

                                            o    provide for distributions based on collections of
                                                 prepayment premiums or yield maintenance penalties on the
                                                 mortgage assets in the related trust fund.



                                        4







                                            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, reset rate 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, reset rate 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, reset rate 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.



                                        5







                                            Distributions of principal with respect to one or more classes
                                            of certificates may:

                                            o    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;

                                            o    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;

                                            o    not commence until the occurrence of certain events, such
                                                 as the retirement of one or more other classes of
                                                 certificates of the same series;

                                            o    be made, subject to certain limitations, based on a
                                                 specified principal payment schedule resulting in a
                                                 controlled amortization class of certificates; or

                                            o    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.

                                            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 with respect to
                                            delinquent scheduled payments of principal and/or interest on
                                            those mortgage loans. Any of the advances of principal and
                                            interest 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



                                        6







                                            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.

Certain 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") 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
                                             "Certain 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..........................  The applicable prospectus supplement will specify whether the
                                            offered certificates will constitute "mortgage related
                                            securities" for purposes of the Secondary Mortgage Market
                                            Enhancement Act of 1984, as amended.  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 and consequences to



                                        7







                                            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 dates of issuance, each class of offered certificates
                                            will be rated at least investment grade by one or more
                                            nationally recognized statistical rating agencies.  See
                                            "Rating" in this prospectus and "Ratings" in the related
                                            prospectus supplement.



                                        8





                                  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.

RISKS TO THE MORTGAGED PROPERTIES RELATING TO TERRORIST ATTACKS AND FOREIGN
CONFLICTS

      The terrorist attacks on the World Trade Center and the Pentagon on
September 11, 2001 suggest the possibility that large public areas such as
shopping malls 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 and mall 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 elsewhere 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.

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. 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:

      o     The perceived liquidity of the certificates;


                                        9





      o     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;

      o     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

      o     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,

      o     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

      o     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


                                       10





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.

      o     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

      o     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


                                       11





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:

      o     principal prepayments on the related mortgage loans will be made;

      o     the degree to which the rate of prepayments might differ from the
            rate of prepayments that was originally anticipated; or

      o     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.

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 generally exposes 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


                                       12





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:

      o     the age, design and construction quality of the properties;

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

      o     the characteristics of the neighborhood where the property is
            located;

      o     the proximity and attractiveness of competing properties;

      o     the adequacy of the property's management and maintenance;

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

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

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

      o     a decline in the financial condition of a major tenant;

      o     an increase in vacancy rates; and

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

      Other factors are more general in nature, such as:

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

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

      o     demographic factors;

      o     consumer confidence;

      o     consumer tastes and preferences; and

      o     retroactive changes in building codes.

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

      o     the length of tenant leases;

      o     the creditworthiness of tenants;

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

      o     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.


                                       13





      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:

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

      o     Declines in real estate values;

      o     Declines in rental or occupancy rates;

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

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

      o     Acts of God; and

      o     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:

      o     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.

      o     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.

      o     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:

      o     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);

      o     Construction of competing hotels or resorts;

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

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


                                       14





      o     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 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


                                       15





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. 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:

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

      o     individuals that have personal liabilities unrelated to the
            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.

      Furthermore, with respect to any related borrowers, creditors of a common
parent in bankruptcy may seek to consolidate the assets of the 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 the
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 the borrower, or its constituent members, defaults on the
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


                                       16





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 loan documents generally place certain restrictions on the
transfer and/or pledge 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.
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, 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.
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.

      See "Description of the Mortgage Pool--General" in the prospectus
supplement and "Certain Legal Aspects of Mortgage Loans--Subordinate Financing"
in this prospectus.


                                       17





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 payment due at maturity.

      Mortgage loans of this type involve a greater degree of risk than
self-amortizing loans 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. A borrower's ability to repay a loan on
its stated maturity date or anticipated repayment date typically will depend
upon its ability either to refinance the 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:

      o     The fair market value of the related mortgaged property;

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

      o     The borrower's equity in the related mortgaged property;

      o     The borrower's financial condition;

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

      o     Tax laws with respect to certain residential properties;

      o     Reductions in government assistance/rent subsidy programs;

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

      o     Prevailing general and regional economic conditions; and

      o     The availability of, and competition for, credit for loans secured
            by multifamily or commercial real properties generally.

      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


                                       18





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:

      o     space in the mortgaged properties could not be leased or re leased;

      o     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;

      o     substantial re-leasing costs were required and/or the cost of
performing landlord obligations under existing leases materially increased;

      o     tenants were unwilling or unable to meet their lease obligations;

      o     a significant tenant were to become a debtor in a bankruptcy case;

      o     a borrower fails to perform its obligations under a lease resulting
in the related tenant having a right to terminate such lease; or

      o     rental payments could not be collected for any other reason.


                                       19





      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.
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, 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 or its affiliate's financial condition worsens, which
risk 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 any unexpired lease. If the
tenant rejects the lease, the landlord's claim for breach of the lease would be
a general unsecured claim against the tenant (absent collateral securing the
claim). The claim would be limited to 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 reserved rent (but not more than three
years' rent).


                                       20





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 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 knew of, or was responsible for, the
presence of those hazardous or toxic substances. The costs of any required
remediation and the owner 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:

      o     fire;

      o     lightning;

      o     explosion;


                                       21





      o     smoke;

      o     windstorm and hail; and

      o     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:

      o     operating the properties;

      o     providing building services;

      o     establishing and implementing the rental structure;

      o     managing operating expenses;

      o     responding to changes in the local market; and

      o     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
generally 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:


                                       22





      o     the existence of, or changes in, governmental regulations, fiscal
            policy, zoning or tax laws;

      o     potential environmental legislation or liabilities or other legal
            liabilities;

      o     the availability of refinancing; and

      o     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.
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 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). If a debtor lessee/borrower rejects any or
all of the lease, the leasehold lender could succeed to the lessee/borrower's
position under the lease only if the lessor 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 therein 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.

      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 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
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
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 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 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.


                                       23





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 this
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 the 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 "judicial 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. 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 do not contain
attornment provisions, such mortgaged property could experience a further
decline in


                                       24





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 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,
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 structure to comply with the existing or new law;
however, the borrower may not be able to rebuild the 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.
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
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.

      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.

      In addition, certain of the mortgaged properties may be subject to certain
use restrictions imposed pursuant to reciprocal easement agreements or operating
agreements. 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


                                       25





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 the borrowers or their affiliates relating to the business of or arising
out of the ordinary course of business of the borrowers and their 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.

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.

CERTAIN 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 "Certain 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:

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

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

      o     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 will not be equal to 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.


                                       26





CERTAIN 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. See "Certain 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 sale of the mortgaged property owned by
that borrower, as well as the commencement or continuation of a foreclosure
action. 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:

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

      o     reduce periodic payments due under a mortgage loan;

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

      o     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 assignment of rents and leases. The 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.

      As a result of the foregoing, the trustee'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.

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


                                       27





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:

      o     the aggregate amount of distributions on the offered certificates;

      o     their yield to maturity;

      o     the rate of principal payments; and

      o     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 the 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 interest,
a mortgage loan will be specially serviced


                                       28





and the special servicer is entitled to compensation for special servicing
activities. The right to receive interest on advances or special servicing
compensation is 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:

      o     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;

      o     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;

      o     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

      o     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.


                                       29





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.

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.

EVEN IF YOU DO NOT RECEIVE TIMELY NOTICES, YOU WILL BE DEEMED TO HAVE TENDERED
  YOUR RESET RATE CERTIFICATES

      The trustee, not less than fifteen nor more than thirty calendar days
prior to each remarketing terms determination date, will be required to inform
DTC, Euroclear and Clearstream, as applicable, of the identity of the
remarketing agents and that such class of securities is subject to automatic
tender on the upcoming reset date unless a holder elects not to tender its reset
rate certificates. The trustee also will be required to request that DTC,
Euroclear and Clearstream, as applicable, notify its participants of the
contents of such notice given to DTC, Euroclear and Clearstream, as applicable,
inform them of the notices to be given on the remarketing terms determination
date and the spread determination date and the procedures that must be followed
if any beneficial owner of reset rate certificates wishes to retain its
securities.


                                       30





      Due to the procedures used by the clearing agencies and the financial
intermediaries, however, holders of beneficial interests in any class of reset
rate certificates may not receive timely notifications of the reset terms for
any reset date. Despite this potential delay in the distribution of such notices
by the related clearing agencies, even though you may not receive a copy of the
notice to be delivered on the related remarketing terms determination date, you
will be deemed to have tendered your class unless the remarketing agents have
received a hold notice, if applicable, from you on or prior to the related
notice date.

IF A FAILED REMARKETING IS DECLARED, YOU WILL BE REQUIRED TO RELY ON A SALE
  THROUGH THE SECONDARY MARKET IF YOU WISH TO SELL YOUR RESET RATE CERTIFICATES

      In connection with the remarketing of your class of reset rate
certificates, if a failed remarketing is declared, your reset rate certificates
will not be sold even if you attempted to tender them for remarketing. In this
event you will be required to rely on a sale through the secondary market, which
may not then exist for your class of reset rate certificates, independent of the
remarketing process.

                         DESCRIPTION OF THE TRUST FUNDS

GENERAL

      The primary assets of each trust fund will consist of:

      1.    various 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

      o     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

      o     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.


                                       31





      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 of a loan
secured by income-producing property as an important factor in evaluating the
risk of default on that loan. The "Debt Service Coverage Ratio" 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 prospectus
supplement may describe certain variations in the calculation of Debt Service
Coverage Ratio 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:

      o     non-cash items such as depreciation and amortization,

      o     capital expenditures, and

      o     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,


                                       32





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" of a mortgage loan at any given time is
generally the ratio (expressed as a percentage) of

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

      o     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:

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

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

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

      o     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


                                       33





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:

      o     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,

      o     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,

      o     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,

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

      o     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:

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

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

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

      o     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,

      o     the original Loan-to-Value Ratios of the mortgage loans, or the
            range of the Loan-to-Value Ratios, and the weighted average original
            Loan-to-Value Ratio of the mortgage loans,

      o     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,


                                       34





      o     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,

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

      o     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

      o     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 within fifteen days following that
issuance.

MBS

      MBS may include:

      o     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

      o     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


                                       35





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:

      o     the aggregate approximate initial and outstanding principal amount
            and type of the MBS to be included in the trust fund,

      o     the original and remaining term to stated maturity of the MBS, if
            applicable,

      o     the pass-through or bond rate of the MBS or the formula for
            determining the rates,

      o     the payment characteristics of the MBS,

      o     the MBS Issuer, MBS Servicer and MBS Trustee, as applicable,

      o     a description of the credit support, if any,

      o     the circumstances under which the related underlying mortgage loans,
            or the MBS themselves, may be purchased prior to their maturity,

      o     the terms on which mortgage loans may be substituted for those
            originally underlying the MBS,

      o     the type of mortgage loans underlying the MBS and, to the extent
            available to the Depositor and appropriate under the circumstances,
            the other information in respect of the underlying mortgage loans
            described under "--Mortgage Loans--Mortgage Loan Information in
            Prospectus Supplements" above, and

      o     the characteristics of any cash flow agreements that relate to the
            MBS.

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. These may include, for any series that
contains reset rate certificates, one or more remarketing fee accounts.

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


                                       36





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, reset 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


                                       37





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


                                       38





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:

      o     the availability of mortgage credit,

      o     the relative economic vitality of the area in which the Mortgaged
            Properties are located,

      o     the quality of management of the Mortgaged Properties,

      o     the servicing of the mortgage loans,

      o     possible changes in tax laws and other opportunities for investment,

      o     the existence of Lock-out Periods,

      o     requirements that principal prepayments be accompanied by Prepayment
            Premiums, and

      o     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


                                       39





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


                                       40





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


                                       41





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.


                                       42





      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 Securities and Exchange Commission 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.


                                       43





      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
Inc.

                                  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 270 Park Avenue, New York, New York 10017. Its telephone number is (212)
834-9299. 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.

      The Depositor remains responsible under the Pooling and Servicing
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 and Servicing
Agreement. The Depositor also remains responsible for mailing notices to the
Certificateholders upon the appointment of certain successor entities under the
Pooling and Servicing 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:

      o     provide for the accrual of interest on the certificates at a fixed
            rate, variable rate, reset rate or adjustable rate;

      o     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;

      o     are principal-only certificates entitled to distributions of
            principal, with disproportionately small, nominal or no
            distributions of interest;


                                       44





      o     are interest-only certificates entitled to distributions of
            interest, with disproportionately small, nominal or no distributions
            of principal;

      o     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;

      o     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;

      o     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

      o     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


                                       45





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, reset rate or
adjustable. The related prospectus supplement will specify the pass-through
interest rate or, in the case of a variable, reset rate 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


                                       46





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, (ii) a fixed rate, interest due for any accrual period will
be determined on the basis of a 30/360 day year, and (iii) a floating rate that
is not LIBOR-based, the remarketing agents, in the case of reset rate
certificates, will set forth the applicable day-count convention for the related
reset period as specified in the related prospectus supplement and in the
written notice sent to the reset rate certificateholders on the related
remarketing terms determination date. 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:

      o     "30/360" which means that interest is calculated on the basis of a
            360-day year consisting of twelve 30-day months;

      o     "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;

      o     "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;

      o     "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;

      o     "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

      o     "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:

            o     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

            o     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;


                                       47





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. If the reset rate certificates bear interest at
a floating rate, the remarketing agents and in accordance with prevailing market
conventions and existing market conditions, will set forth the applicable dates,
or intervals between dates, on which the applicable rate of interest will be
determined, and the related dates on which such interest rates will be changed
during each related accrual period during a reset period, as part of the written
notice sent to the reset rate certificateholders on the related remarketing
terms determination date and as set forth in the related prospectus supplement.

      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 Dow Jones Market Service Page 3750 as of 11:00 a.m. London time,
on the related LIBOR Determination Date. If an applicable rate does not appear
on The Dow Jones Market Service Page 3750, 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 remarketing agents, 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 remarketing agents, 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:

      o     "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.

      o     "Dow Jones Market Service Page 3750" means the display page so
            designated on the Dow Jones Market Service or any other page that
            may replace that page on that service for the purpose of displaying
            comparable rates or prices.

      o     "Reference Banks" means four major banks in the London interbank
            market selected by the remarketing agents, 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:


                                       48





      o     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 the index maturity
            specified on the Remarketing Terms Determination Date, 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 x 90)

      where "D" refers to the per annum rate determined as set forth above,
quoted on a bank discount basis and expressed as a decimal and "N" refers to 365
or 366, as the case may be.

      o     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.

      o     The Commercial Paper Rate will be subject to a lock-in period of six
            New York City business days.

      CMT Rate. If the reset rate 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 Money line Telerate 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:

      o     If the Designated CMT Money line Telerate Page is 7051, the rate on
            that interest determination date; or

      o     If the Designated CMT Money line Telerate Page is 7052, the average
            for the week, or the month, as specified on the related remarketing
            terms determination date, ended immediately before the week in which
            the related interest determination date occurs.

      The following procedures will apply if the CMT Rate cannot be determined
as described above:

      o     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.

      o     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 remarketing agents determine
            to be comparable to the rate formerly displayed on the Designated
            CMT Money line Telerate Page shown above and published in H.15(519).

      o     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 remarketing agents, the trustee, the
            paying agent or another person performing similar functions will
            select five such securities dealers and


                                       49





            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.

      o     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 remarketing agents, 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.

      o     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.

      o     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 Money line Telerate Page 120 under the heading "Federal
Funds Rate". The following procedures will be observed if the Federal Funds Rate
cannot be determined as described above:

      o     If the rate described above does not appear on Money line Telerate
            Page 120 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)".

      o     If the rate described above does not appear on Money line Telerate
            Page 120 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 remarketing agents, the trustee, the paying agent or another
            person performing similar functions, on that interest determination
            date.

      o     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


                                       50





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:

      o     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."

      o     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 remarketing agents will determine the
            Prime Rate to be the average of the rates of interest publicly
            announced by each bank that appears on the Reuters Screen designated
            as "USPRIME1" as that bank's prime rate or base lending rate as in
            effect on that interest determination date.

      o     If fewer than four rates appear on the Reuters Screen USPRIME1 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 remarketing agents, the trustee, the paying agent or another
            person performing similar functions.

      o     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


                                       51





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.

ADDITIONAL INFORMATION REGARDING RESET RATE CERTIFICATES

      Interest. The applicable interest rate for a class of reset rate
certificates will be reset from time to time at an interest rate determined
using the procedures described below or as otherwise specified in the related
prospectus supplement.

      Interest will be payable on the reset rate certificates for each
applicable distribution date as set forth in the related prospectus supplement.
Interest on a class of reset rate certificates during any reset period:

      o     when they bear a fixed rate of interest will accrue daily and will
            be computed based on a 30/360 basis;

      o     when they bear a floating rate of interest based on one-month LIBOR
            will accrue daily and will be computed based on an Actual/360 basis;
            and

      o     when they bear a floating rate of interest based on another index
            may be computed on a different basis and use a different interval
            between interest rate determination dates as described under
            "--Determination of Interest Rates--Day Count Basis; Interest Rate
            Change Dates; Interest Rate Determination Dates" above.

      Except for the initial accrual period or if specified in the related
prospectus supplement:

      o     an accrual period during any reset period when any class of reset
            rate certificates bears interest at a floating rate of interest will
            generally begin on the last applicable distribution date and end on
            the day before the next applicable distribution date; and

      o     accrual periods when a class of reset rate certificates bears
            interest at a fixed rate will generally begin on the first day of
            the month preceding the month in which the applicable distribution
            date occurs and end on the last day of that month.


                                       52





      Principal. Payments of principal will be made to any class of reset rate
certificates on each distribution date in the amount and payment priorities as
set forth in the related prospectus supplement.

      Reset Periods. During the initial reset period for each class of reset
rate certificates, interest will be payable on each distribution date at the
interest rates shown in the applicable prospectus supplement. We refer to each
initial reset date, together with each date thereafter on which the interest
rate on a class of reset rate certificates may be reset, as a "reset date" and
each period in between the reset dates as a "reset period". All reset dates will
occur on a distribution date or at the beginning of an accrual period, and each
reset period will end on the day before a distribution date or at the end of an
accrual period, as specified in the related prospectus supplement.

      The applicable interest rate on each class of reset rate certificates will
be reset as of each reset date as determined by:

      o     the remarketing agents with respect to the length of the reset
            period, whether the interest rate is fixed or floating and, if
            floating, the applicable interest rate index, the day count
            convention, the interest rate determination dates, the interval
            between interest rate change dates during each accrual period, and
            the related all-hold rate, if applicable; and

      o     the remarketing agents with respect to the determination of the
            fixed rate of interest or spread to the chosen interest rate index,
            as applicable.

      The remarketing agents, the trustee, the paying agent or another person
performing similar functions will be responsible for arranging, on behalf of the
trust, any interest rate swaps or other derivative instruments that may be
required to hedge any basis risk that results from the rate of interest on the
reset rate certificates and for selecting one or more eligible swap
counterparties. See "--Floating Rate Mode" and "--Fixed Rate Mode" below. Any
such swap or derivative instrument may be entered into upon the initial issuance
of the applicable series of certificates or at a later time in connection with
the resetting of the interest rate on a class of reset rates certificates, as
may be further specified in the related prospectus supplement. The spread for
each reset period will be determined in the manner described below under
"--Spread Determination Date."

      Each reset period will be no less than three months. If specified in the
related prospectus supplement, the applicable distribution dates when holders
will receive interest and/or principal payments will be determined by the
remarketing agents on the applicable remarketing terms determination date in
connection with the establishment of each reset period.

      Absent a failed remarketing, holders that wish to be repaid on a reset
date will be able to obtain a 100% repayment of principal by tendering their
reset rate certificates pursuant to the remarketing process. See "--Tender of
Reset Rate Certificates; Remarketing Procedures" below.

      Interest on each class of reset rate certificates during each reset period
after the initial reset period will accrue and be payable either:

      o     at a floating interest rate, in which case such reset rate
            certificates are said to be in floating rate mode, or

      o     at a fixed interest rate, in which case such reset rate certificates
            are said to be in fixed rate mode,

in each case as determined by the remarketing agents and in accordance with the
remarketing agreement and the applicable remarketing agency agreement.

      Remarketing Terms Determination Date. The initial reset dates for each
class of reset rate certificates will be as set forth in the related prospectus
supplement. On or prior to a date set forth in the related prospectus supplement
(not less than eight business days prior to the reset date) that is prior to
each reset date, referred to as the "remarketing terms determination date," the
remarketing agents will


                                       53





establish some or all of the following terms for the reset rate certificates on
or prior to the remarketing terms determination date, which terms will be
applicable during the following reset period:

      o     the expected weighted average life of that class of reset rate
            certificates;

      o     the name and contact information of the remarketing agents;

      o     the next reset date and reset period;

      o     the applicable minimum denomination and additional increments;

      o     if two or more classes of reset rate certificates are successfully
            remarketed on the same reset date, whether there will be any change
            in their relative priorities with respect to the right to receive
            payments of principal;

      o     the interest rate mode, i.e., fixed rate or floating rate;

      o     if in floating rate mode, the applicable interest rate index;

      o     if in floating rate mode, the interval between interest rate change
            dates;

      o     if in floating rate mode, the applicable interest rate determination
            date;

      o     if in fixed rate mode, the applicable fixed rate pricing benchmark;

      o     whether there will be a related swap agreement and if so the
            identities of the eligible swap counterparties from which bids will
            be solicited;

      o     the applicable interest rate day count convention;

      o     the related all-hold rate, if applicable; and

      o     the principal payment priority of the applicable class, if it will
            differ from that previously in effect.

If specified in the related prospectus supplement, the resetting of an interest
rate may require satisfaction of the "rating agency condition," which means the
written confirmation or reaffirmation, as the case may be, from each rating
agency then rating the securities that any intended action will not result in
the downgrading of its then-current rating of any class of securities.

      The remarketing agents will communicate this information by written
notice, through DTC, Euroclear Bank, as operator of the Euroclear System, in
Europe ("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream"),
as applicable, to the holders of the applicable class of reset rate
certificates, the trustee and the rating agencies on the related remarketing
terms determination date.

      On each remarketing terms determination date, the remarketing agents will
establish the related all-hold rate, as described below. In this event, the
reset rate certificateholders of that class will be given not less than two
business days to choose whether to hold their reset rate certificates by
delivering a hold notice to the remarketing agents, in the absence of which
their reset rate certificates will be deemed to have been tendered. See
"--Tender of Reset Rate Certificates; Remarketing Procedures" below.

      If applicable, the all-hold rate will be the minimum rate of interest that
will be effective for the following reset period. If the rate of interest using
the spread or fixed rate of interest established on the spread determination
date, defined below, is higher than the all-hold rate, all certificateholders
who delivered a hold notice agreeing to be subject to the all-hold rate will be
entitled to the higher rate of interest for the following reset period. If 100%
of the certificateholders elect to hold their reset rate certificates for the
following reset period, the related reset rate will be the all-hold rate.


                                       54





      If the remarketing agents are unable to determine the terms set forth
above that are required to be established on the applicable remarketing terms
determination date, then a failed remarketing will be declared on the related
spread determination date, all holders will retain their certificates, the
failed remarketing rate as previously determined in accordance with the related
prospectus supplement will apply, and a reset period of three months (or such
other period specified in the related prospectus supplement) will be established
as described under "--Failed Remarketing" below.

      Spread Determination Date. On a date set forth in the related prospectus
supplement that is prior to the related reset date (not less than three business
days prior to the reset date), which we refer to as the "spread determination
date", the remarketing agents will set the applicable spread above or below the
applicable index, with respect to reset rate certificates that will be in
floating rate mode during the next reset period, or applicable fixed rate of
interest, with respect to reset rate certificates that will be in fixed rate
mode during the next reset period, in either case, at a rate that, in the
opinion of the remarketing agents, will enable all of the tendered reset rate
certificates to be remarketed by the remarketing agents at 100% of the principal
balance of that class of reset rate certificates. Also, if applicable, the
remarketing agents, the trustee, the paying agent or another person performing
similar functions may select from the bids received from the eligible swap
counterparty or counterparties, with which the trust will enter into swap
agreements to hedge basis risk for the next related reset period. If required
for the immediately following reset period, on or before the related spread
determination date the remarketing agents, the trustee, the paying agent or
another person performing similar functions will arrange for new or additional
securities identification codes to be obtained.

      In addition, on each spread determination date, the remarketing agents
will send a written notice to DTC, Euroclear and Clearstream, as applicable,
with instructions to distribute such notice to its related participants in
accordance with DTC's, Euroclear's and Clearstream's respective procedures, the
trustee, any applicable exchange then listing the applicable securities, and the
rating agencies setting forth the applicable spread or fixed rate of interest,
as the case may be, and, if applicable, the identity of any new swap
counterparty or counterparties, including the fixed rate or floating rate (or
rates) of interest to be due to each such swap counterparty on each distribution
date during the upcoming reset period as well as the failed remarketing rate, if
applicable.


                                       55





      Timeline: The following chart shows an example of a timeline of the
remarketing process:

            TIMING                                    EVENT
            ------                                    -----

                                 -----------------------------------------------
  Thirty to Fifteen Calendar         (Trustee to provide notices to clearing
  Days Prior to Remarketing          agencies specifying the identity of the
   Terms Determination Date                    remarketing agents)
                                 -----------------------------------------------
                                                        |
                                                        |
                                                        v
                                 -----------------------------------------------
                                       REMARKETING TERMS DETERMINATION DATE
                                 (Notices sent to reset rate certificateholders
 At Least Eight Business Days     stating the new terms of the reset rate notes,
     Prior to Reset Date             including the related all-hold rate, if
                                                   applicable)
                                 -----------------------------------------------
                                                        |
                                                        |
                                                        v
                                 -----------------------------------------------
                                                   NOTICE DATE
                                  (Hold notices due from reset rate certificate-
  Six Business Days Prior to      holders, if applicable, or they are deemed to
          Reset Date                  have tendered their reset rate notes;
                                    remarketing agents determine the amount of
                                 remarketed reset rate notes available for sale)
                                 -----------------------------------------------
                                                        |
                                                        |
                                                        v
                                 -----------------------------------------------
                                            SPREAD DETERMINATION DATE
                                    (Based on market conditions, the spread or
                                  fixed rate is determined by remarketing agents
 Three Business Days Prior to         for the next reset period or a failed
          Reset Date              remarketing is declared, identity of any swap
                                 counterparty (or counterparties) is determined;
                                 and the related failed remarketing rate for the
                                      next reset period will be determined)
                                 -----------------------------------------------
                                                        |
                                                        |
                                                        v
                                 -----------------------------------------------
                                                    RESET DATE
                                     (New terms of the remarketed reset rate
                                     certificates become effective; any swap
          Reset Date                 agreement for previous reset period may
                                    terminate; any new swap agreement for next
                                   reset period becomes effective; payments to
                                          tendering certificateholders)
                                 -----------------------------------------------

      The times shown in these timelines are estimates. The actual timing of
these events will be specified in the related prospectus supplement.

      Failed Remarketing.  There will be a failed remarketing if:

      o     the remarketing agents cannot determine the applicable required
            reset terms (other than the related spread or fixed rate) on the
            related remarketing terms determination date;

      o     the remarketing agents cannot establish the required spread or fixed
            rate on the related spread determination date;

      o     either sufficient committed purchasers cannot be obtained for all
            tendered reset rate certificates at the spread or fixed rate set by
            the remarketing agents, or any committed purchasers default on their
            purchase obligations (and the remarketing agents choose not to
            purchase those reset rate certificates themselves);

      o     one or more interest rate swap agreements satisfying all required
            criteria cannot be obtained, if applicable as described under
            "--Floating Rate Mode" and "--Fixed Rate Mode" below;

      o     certain conditions specified in the related remarketing agreement
            are not satisfied; or

      o     any rating agency then rating the securities has not confirmed or
            upgraded its then-current ratings of any class of securities, if
            such confirmation is required.


                                       56





      In the event a failed remarketing is declared with respect to a class of
reset rate certificates:

      o     all holders of that class will retain their reset rate certificates;

      o     the related interest rate will be reset to a failed remarketing rate
            specified in the related prospectus supplement;

      o     the related reset period may be three months (or such other longer
            period specified in the related prospectus supplement); and

      o     any existing swap agreement may be terminated and/or amended in
            accordance with its terms, or a new swap agreement entered into, if
            so specified in the related prospectus supplement.

      If there is a failed remarketing of a class of reset rate certificates,
however, the related holders of that class will not be permitted to exercise any
remedies as a result of the failure of their class of reset rate certificates to
be remarketed on the related reset date.

      Floating Rate Mode. If a class of reset rate certificates is to be reset
to bear a floating rate of interest, then, during the corresponding reset
period, it will bear interest at a per annum rate equal to the applicable
interest rate index, plus or minus the applicable spread, as determined on the
relevant spread determination date.

      In addition, if the remarketing agents determine that it would be in the
best interest of the trust based on then-current market conditions during any
reset period when a class of reset rate certificates bears a floating rate of
interest, or if otherwise required to satisfy the rating agency condition, the
trust may, as specified in the related prospectus supplement, enter into one or
more swap agreements with eligible swap counterparties for the next reset period
to hedge some or all of the basis risk. If specified in the related prospectus
supplement, these swap agreements may be entered into at the time the reset rate
certificates are initially issued. In exchange for providing payments to the
trust at the applicable interest rate index plus the related spread, each swap
counterparty will be entitled to receive on each distribution date a payment
from the trust in an amount specified in the related prospectus supplement. If
applicable, the remarketing agents in determining the swap counterparty or
counterparties to any swap agreements, will solicit bids regarding the interest
rate and other terms from at least three eligible swap counterparties and will
select the lowest of these bids to provide the swap agreements. If the lowest
bidder specifies a notional amount that is less than the outstanding principal
balance of the related class of reset rate certificates, the remarketing agents
may select more than one eligible swap counterparty, but only to the extent that
such additional eligible swap counterparties have provided the next lowest
received bid or bids, and enter into more than one swap agreement to fully hedge
the then outstanding principal balance of the related class of reset rate
certificates. On or before the spread determination date, the remarketing agents
will select the swap counterparty or counterparties.

      Fixed Rate Mode. If a class of reset rate certificates is to be reset to
bear a fixed rate of interest, then the applicable fixed rate of interest for
the corresponding reset period will be determined on the spread determination
date by adding:

      o     the applicable spread as determined by the remarketing agents on the
            spread determination date; and

      o     the yield to maturity on the spread determination date of the
            applicable fixed rate pricing benchmark, selected by the remarketing
            agents, as having an expected weighted average life based on a
            scheduled maturity at the next reset date, which would be used in
            accordance with customary financial practice in pricing new issues
            of asset-backed securities of comparable average life, provided,
            that the remarketing agents shall establish such fixed rate equal to
            the rate that, in the opinion of the remarketing agents, will enable
            all of the tendered reset rate certificates to be remarketed by the
            remarketing agents at 100% of their outstanding principal balance.
            However, such fixed rate of interest will in no event be lower than
            the related all-hold rate, if applicable.


                                       57





      If so specified in the related prospectus supplement, such interest will
be payable on each distribution date at the applicable fixed rate of interest,
as determined on the spread determination date, during the relevant reset
period.

      In addition, if a class of reset rate certificates is to be remarketed to
bear interest at a fixed rate, the trust may, if so specified in the prospectus
supplement, enter into one or more interest rate swap agreements with eligible
swap counterparties on the related reset date, as applicable, to facilitate the
trust's ability to pay interest at a fixed rate. If specified in the related
prospectus supplement these swap agreements may be entered into at the time the
reset rate certificates are initially issued.

Each such swap agreement will generally terminate on the earliest to occur of:

      o     the next succeeding reset date;

      o     the distribution date on which the outstanding principal balance of
            the related class of reset rate certificates is reduced to zero,
            including as the result of the optional purchase of the remaining
            mortgage loans by the related servicer or an auction of the mortgage
            loans by the related trustee; or

      o     if applicable, the maturity date of the related class of reset rate
            certificates.

Each swap agreement may be required to satisfy the rating agency condition if so
specified in the related prospectus supplement. The remarketing agents generally
will use procedures similar to those set forth above under "--Floating Rate
Mode" in the selection of the related swap counterparties and the establishment
of the applicable spread.

      Tender of Reset Rate Certificates; Remarketing Procedures. A remarketing
agreement will be entered into for the remarketing of the reset rate
certificates between the Depositor, or another person specified in the related
prospectus supplement, and the remarketing agents named in that agreement. A
remarketing agent may resign at any time provided that the resignation does not
occur within a specified time period prior to a remarketing terms determination
date. The Depositor or another person specified in the related prospectus
supplement may appoint a successor remarketing agent upon the resignation of any
remarketing agent.

      Prior to any remarketing terms determination date, the remarketing agents,
the trustee, the paying agent or another person performing similar functions
will:

      o     inform DTC, Euroclear and Clearstream, as applicable, of the
            identities of the applicable remarketing agents and that such class
            of securities is subject to automatic tender on the reset date
            unless a holder elects not to tender its particular reset rate
            certificates, and

      o     request that DTC, Euroclear and Clearstream, as applicable, notify
            its participants of the contents of the notice given to DTC,
            Euroclear and Clearstream, as applicable, the notices to be given on
            the remarketing terms determination date and the spread
            determination date, and the procedures that must be followed if any
            beneficial owner of a reset rate certificate wishes to retain the
            reset rate certificate, each as described below.

This will be the only required notice given to holders prior to a remarketing
terms determination date and with respect to the procedures for electing not to
tender a class of reset rate certificates. If DTC, Euroclear and Clearstream, as
applicable, or its respective nominee is no longer the holder of record of the
related class of reset rate certificates, the remarketing agents, the trustee,
the paying agent or another person performing similar functions will establish
procedures for the delivery of any such notice to the related
certificateholders.

      On the reset date that commences each reset period, each reset rate
certificate will be automatically tendered, or deemed tendered, to the relevant
remarketing agent for remarketing by such remarketing agent on the reset date at
100% of its outstanding principal balance, unless the holder, by delivery of a


                                       58





hold notice, if applicable, elects not to tender its reset rate certificate. If
the related class of reset rate certificates are held in book-entry form, 100%
of the outstanding principal balance of such class will be paid in accordance
with the standard procedures of DTC, which currently provide for payments in
same-day funds or procedures of Euroclear and Clearstream which, due to time
zone differences, will be required to provide for payment of principal and
interest due on the related distribution date approximately two business days
following the reset date, and, with respect to each reset date, other than for
any reset period following a reset date upon which a failed remarketing has
occurred, up to and including the reset date resulting in a successful
remarketing, additional interest at the applicable interest rate from and
including the related reset date to, but excluding, the second business day
following such reset date. Beneficial owners that tender their reset rate
certificates through a broker, dealer, commercial bank, trust company or other
institution may be required to pay fees or commissions to such institution.

      If applicable, the hold notice must be received by a remarketing agent
during the period commencing on the remarketing terms determination date and
ending on the notice date. To ensure that a hold notice is received on a
particular day, the beneficial owner must direct its broker or other designated
direct or indirect participant to give the hold notice before the broker's
cut-off time for accepting instructions for that day. Different firms may have
different cutoff times for accepting instructions from their customers.
Accordingly, beneficial owners should consult the brokers or other direct or
indirect participants through which they own their interests in the reset rate
certificates for the cut-off times for those brokers or participants. A
delivered hold notice will be irrevocable. If a hold notice is not timely
received for any reason by a remarketing agent on the notice date, the
beneficial owner of a class of reset rate certificates will be deemed to have
elected to tender such security for remarketing by the relevant remarketing
agent. All of the reset rate certificates of the applicable class, whether or
not tendered, will bear interest upon the same terms.

      The remarketing agents will attempt, on a reasonable efforts basis, to
remarket the tendered reset rate certificates at a price equal to 100% of the
aggregate principal balance so tendered. We cannot assure you that the
remarketing agents will be able to remarket the entire principal balance of the
reset rate certificates tendered in a remarketing. The obligations of the
remarketing agents will be subject to conditions and termination events
customary in transactions of this type, which may include conditions that all of
the securities subject to remarketing in fact were not called, none of the
securities have been downgraded or put under review by the applicable rating
agencies, no events of default with respect to the securities have occurred, and
no material adverse change in the trust's financial condition has occurred
between the remarketing terms determination date and the reset date. If the
remarketing agents are unable to remarket some or all of the tendered reset rate
certificates and, in their sole discretion, elect not to purchase those reset
rate certificates, then the remarketing agents will declare a failed
remarketing, all holders will retain their securities, the related reset period
will be fixed at three months (or such other period specified in the related
prospectus supplement), and the related interest rate will be set at the
applicable failed remarketing rate.

      No certificateholder or beneficial owner of any reset rate certificate
will have any rights or claims against any remarketing agent as a result of the
remarketing agent's not purchasing that reset rate certificate. The remarketing
agents will have the option, but not the obligation, to purchase any reset rate
certificates tendered that they are not able to remarket.

      Each of the remarketing agents, in its individual or any other capacity,
may buy, sell, hold and deal in the reset rate certificates. Any remarketing
agent may exercise any vote or join in any action which any beneficial owner of
the reset rate certificates may be entitled to exercise or take with like effect
as if it did not act in any capacity under the remarketing agency agreement. Any
remarketing agent, in its individual capacity, either as principal or agent, may
also engage in or have an interest in any financial or other transaction with
the trust, the depositor, the master servicer or the special servicer as freely
as if it did not act in any capacity under the remarketing agency agreement.

      Each of the remarketing agents will be entitled to receive a fee, and be
reimbursed for certain of its out-of-pocket expenses, from amounts on deposit in
the related remarketing fee account in connection with their services rendered
for each reset date, which may be funded, in whole or in part, by the excess
interest on the applicable class of reset rate certificates, paid by the
applicable swap counterparty or


                                       59





funded in another manner specified in the related prospectus supplement. The
remarketing agents may, if so provided in the related prospectus supplement, be
entitled to reimbursement from the trust if there are insufficient available
funds on the related distribution date, for certain expenses associated with
each remarketing.

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.

      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.


                                       60





      The prospectus supplement for any series of certificates evidencing an
interest in a trust fund that includes MBS will describe any comparable
advancing obligation.

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:

      o     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;

      o     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;

      o     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;

      o     the amount, if any, by which that distribution is less than the
            amounts to which holders of that class of offered certificates are
            entitled;

      o     if the related trust fund includes mortgage loans, the aggregate
            amount of advances included in that distribution;

      o     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;

      o     information regarding the aggregate principal balance of the related
            mortgage assets on or about that distribution date;

      o     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;

      o     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;

      o     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;


                                       61





      o     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;

      o     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;

      o     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

      o     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
an event of default on the part of the related master servicer. See "Description
of the Pooling Agreements--Events of Default," 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:

      o     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


                                       62





      o     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


                                       63





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

      o     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

      o     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 Clearstream Participants and Euroclear Participants 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


                                       64





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 and Servicing
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


                                       65





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., 270 Park Avenue, New York, New York 10017, 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.


                                       66





      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, 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:

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

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

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

      o     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. If that Warranting Party cannot cure
that breach within a specified period following the


                                       67





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


                                       68





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


                                       69





            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


                                       70





            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;


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      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 "Certain 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. 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


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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.


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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 (17 CFR
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.


                                       74





      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.

EVENTS OF DEFAULT

      Each prospectus supplement will describe the events which will trigger a
default (each an "Event of Default"). For example, the related prospectus
supplement may provide that a default 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
an Event of Default 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


                                       75





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 Event of Default 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.


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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


                                       77





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

      o     the nature and amount of coverage under the credit support,

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

      o     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

      o     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

      o     a brief description of its principal business activities;

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

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

      o     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


                                       78





that instrument will accompany the Current Report on Form 8-K to be filed with
the Securities and Exchange Commission within 15 days of issuance of the
certificates of the related series.

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 Securities and Exchange Commission 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 Securities and Exchange
Commission 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.


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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 assigns to the
lender the borrower's right, title and interest as


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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.


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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.) (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,


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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 or nursing or
convalescent homes or hospitals may be particularly significant because of the
expertise, knowledge and, with respect to nursing or convalescent homes or
hospitals, 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, a few 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. Generally state law controls
the amount of foreclosure expenses and costs, including attorneys' fees, that
may be recovered by a lender.

      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


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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


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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.
If this is done the full amount due under the original loan may never be repaid.

      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." 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. 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 obligation 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 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 of the lease by a borrower 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. Rents and other proceeds of a mortgage loan may also escape an
assignment if the assignment is not fully perfected under state law prior to
commencement of the bankruptcy proceeding.

      In addition, the Bankruptcy Code generally provides that a trustee or
debtor-in-possession may, 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
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, 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


                                       85





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 nonbankruptcy 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 of a borrower, action may be taken
seeking the recovery, as a preferential transfer or on other grounds, of any
payments made by the 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 are payments in the ordinary
course of business made on debts incurred in the ordinary course of business.
Whether any particular payment would be protected depends upon the facts
specific to a particular transaction.

      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


                                       86





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.

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

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

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

      o     may give rise to any environmental claim or demand,

      o     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, 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 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 liability of
lenders


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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 would 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


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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.


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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 (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


                                       90





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.

FORFEITURE FOR DRUG, RICO AND MONEY LAUNDERING VIOLATIONS

      Federal law provides that property purchased or improved with assets
derived from criminal activity or otherwise tainted, or used in the commission
of certain offenses, can be seized and ordered forfeited to the United States of
America. The offenses which can trigger such a seizure and forfeiture include,
among others, violations of the Racketeer Influenced and Corrupt Organizations
Act, the Bank Secrecy Act, the anti-money laundering laws and regulations,
including the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, also known as the USA
Patriot Act, and the regulations issued pursuant to the USA Patriot Act, as well
as the narcotic drug laws. In many instances, the United States may seize the
property even before a conviction occurs.

      In the event of a forfeiture proceeding, a lender may be able to establish
its interest in the property by proving that (1) 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 any other crime upon
which the forfeiture is based, or (2) the lender, at the time of the execution
of the mortgage, "did not know or was reasonably without cause to believe that
the property was subject to forfeiture." However, there is no assurance that
such defense will be successful.

                     CERTAIN 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.


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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


                                       92





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 substantially modified other than in
connection with a default or reasonably foreseeable default, it must meet the
loan-to-value test in (1) 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

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

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

      o     a mortgage that was fraudulently procured by the mortgagor, and

      o     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


                                       93





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.

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


                                       94





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.


                                       95





      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.


                                       96





      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


                                       97





            (a)   one or more "qualified floating rates,"

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

            (c)   a single "objective rate," or

            (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 variable 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, 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


                                       98





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


                                       99





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 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. 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 the holder makes an election
with respect to a debt instrument with amortizable bond premium or with market
discount, the holder is deemed to have made elections to amortize bond premium
or to report market discount income currently as it accrues under the constant
yield method, respectively, for all debt instruments acquired by the holder in
the same taxable year or 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.

      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


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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 distribution 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 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. 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.


                                       101





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. While losses attributable to interest previously reported as
income should be deductible as ordinary losses by both corporate and
non-corporate holders, the IRS may take the position that losses attributable to
accrued original issue discount may only be deducted as short-term capital
losses by non-corporate holders not engaged in a trade or business. 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.

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 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


                                       102





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 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 that 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.


                                       103





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.

      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 that were originated after September 27, 1985 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. To the extent that the borrowers with
respect to the mortgage loans are individuals, Code Section 171 will not be
available for premium on mortgage loans, including underlying mortgage loans,
originated on or prior to September 27, 1985. 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.


                                       104





      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 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 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


                                       105





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 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" 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
Section 860E(c) of the Code. 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 the United States, any state or
            one of their political subdivisions, any foreign government, any
            international organization, any agency or instrumentality of any of
            the foregoing (provided, that the term does not include an
            instrumentality if all of its activities are subject to tax and a
            majority of its board of directors is not selected by one of those
            governmental entities), any cooperative organization furnishing
            electric energy or providing telephone service to persons in rural
            areas as described in Code Section 1381(a)(2)(C), and any
            organization (other than a farmers' cooperative described in Code
            Section 521) that is exempt from taxation under the Code unless that
            organization is subject to the tax on unrelated business income
            imposed by Code Section 511,

      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, and

      3.    an "electing large partnership" means any partnership having more
            than 100 members during the preceding tax year (other than certain
            service partnerships and commodity pools), which elect to apply
            simplified reporting provisions under the Code.

      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.


                                       106





      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 Section 11(b)(1) of the Code (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 Section 1274(d) of the Code 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


                                       107





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 (as defined below), 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 which are eligible to elect 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


                                       108





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,

            (c) bankruptcy or insolvency of the REMIC Pool, or

            (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


                                       109





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 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. Under current
law, the applicable limitation is reduced by one third for taxable years
beginning in 2006 and 2007, and by two thirds in taxable years beginning in 2008
and 2009. For taxable years beginning after December 31, 2009 the overall
limitation on itemized deductions is repealed. 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 (as defined below), 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
possible 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 if the Non-U.S. Person is a
corporation or individual 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 or Form W-8IMY if the Non-U.S. Person is a trust, depending on
whether such trust is


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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 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. The term "Non-U.S. Person"
means any person who is not a U.S. Person.

      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
"--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.

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


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current rate of 28% (which rate will be increased to 31% commencing after 2010)
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 IRS Form W-9 with the
correct taxpayer identification number; is a Non-U.S. Person and provides IRS
Form W-8BEN 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.

      The IRS's 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.

      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


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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 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. Under current
law, the applicable limitation is reduced by one third for taxable years
beginning in 2006 and 2007, and by two thirds in taxable years beginning in 2008
and 2009. For taxable years beginning after December 31, 2009 the overall
limitation on itemized deductions is repealed. 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.

      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).


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      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 as
to which the conditions for the application of those sections are met. Rules
regarding periodic inclusion of original issue discount income are applicable to
mortgages of corporations originated after May 27, 1969, mortgages of
noncorporate borrowers (other than individuals) originated after July 1, 1982,
and mortgages of individuals originated after March 2, 1984. 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 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.


                                       115





      Accordingly, if the IRS' 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 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.


                                       116





      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 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


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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.

      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.


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Investors should consult their tax advisors regarding the appropriate tax
treatment of Stripped Certificates.

      In light of the application of Section 1286 of the Code, 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.

      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.


                                       119





      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.

RESET RATE CERTIFICATES

      As will be further discussed in the related prospectus supplement, reset
rate certificates will represent a beneficial interest in a portion of the
related trust fund that is treated as a grantor trust for federal income tax
purposes, consisting of a regular interest in a related REMIC and as interest in
any related interest rate swap agreement or other derivative instrument. See
"Federal Income Tax Consequences for REMIC Certificates" for a discussion of the
federal income tax treatment of regular interests, and see the related
prospectus supplement for a discussion of the federal income tax treatment of
the interest rate swap agreement or other derivative instrument.

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% (which rate will be increased to 31% commencing after
2010) may be required in respect of any reportable payments, as described under
"--Federal Income Tax Consequences for REMIC Certificates--Backup Withholding"
above.

     Final Treasury 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 who holds an interest for a
beneficial owner. A widely-held fixed investment trust is defined as an
arrangement classified as a "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." The trustee,
or its designated agent, is required to calculate and provide information to the
IRS and to requesting persons with respect to the trust fund in accordance with
these new regulations. The trustee (or its designated agent), or applicable
middleman (in the case of interests held through a middleman), is be required to
file information returns with the IRS and provide tax information statements to
certificateholders in accordance with these new regulations.

TAXATION OF CERTAIN FOREIGN INVESTORS

      To the extent that a certificate evidences ownership in mortgage loans
that are issued on or before July 18, 1984, interest or original issue discount
paid by the person required to withhold tax under Code Section 1441 or 1442 to
nonresident aliens, foreign corporations, or other Non-U.S. Persons generally
will be subject to 30% United States withholding tax, or a lower rate as may be
provided for interest by an applicable tax treaty. Accrued original issue
discount recognized by the Standard Certificateholder or Stripped
Certificateholder on the sale or exchange of that certificate also will be
subject to federal income tax at the same rate.


                                       120





      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 issued after July 18, 1984 will be
"portfolio interest" and will be treated in the manner, and those persons will
be subject to the same certification requirements, described under "--Federal
Income Tax Consequences for REMIC Certificates--Taxation of Certain Foreign
Investors--Regular Certificates" above.

                       STATE AND OTHER TAX CONSIDERATIONS

      In addition to the federal income tax consequences described in "Certain
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 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


                                       121





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 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.

      The DOL has promulgated amendments (the "Amendments") to the Exemptions
that, among other changes, permit Plans to purchase subordinated certificates
rated in any of the four highest ratings categories (provided that all other
requirements of the Exemptions are met). 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 Amendments.

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


                                       122





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.

      The Small Business Job Protection Act of 1996 added a new Section 401(c)
to ERISA, which 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 "Certain Federal Income Tax Consequences--Federal Income Tax
Consequences for REMIC 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; 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. The appropriate
characterization of those offered certificates not qualifying as "mortgage
related securities" for purposes of SMMEA ("Non-SMMEA Certificates") under
various legal investment restrictions, and thus the ability of investors subject
to these restrictions to purchase such certificates, may be subject to
significant interpretive uncertainties. 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


                                       123





determining whether and to what extent the Non-SMMEA Certificates constitute
legal investments for them.

      Those classes of offered certificates qualifying as "mortgage related
securities," will constitute legal investments for persons, trusts,
corporations, partnerships, associations, business trusts, and business
entities, including depository institutions, insurance companies, trustees, and
pension funds, created pursuant to or existing under the laws of the United
States or of any state, including the District of Columbia and Puerto Rico,
whose authorized investments are subject to state regulation to the same extent
that, under applicable law, obligations issued by or guaranteed as to principal
and interest by the United States or any of its agencies or instrumentalities
constitute legal investments for those entities.

      Under SMMEA, a number of states enacted legislation, on or prior to the
October 3, 1991 cut-off for those enactments, limiting to various extents the
ability of certain entities (in particular, insurance companies) to invest in
"mortgage related securities" secured by liens on residential, or mixed
residential and commercial properties, in most cases by requiring the affected
investors to rely solely upon existing state law, and not SMMEA. Pursuant to
Section 347 of the Riegle Community Development and Regulatory Improvement Act
of 1994, which amended the definition of "mortgage related security" to include,
in relevant part, offered certificates satisfying the rating and qualified
originator requirements for "mortgage related securities," but evidencing
interests in a trust fund consisting, in whole or in part, of first liens on one
or more parcels of real estate upon which are located one or more commercial
structures, states were authorized to enact legislation, on or before September
23, 2001, specifically referring to Section 347 and prohibiting or restricting
the purchase, holding or investment by state-regulated entities in those types
of offered certificates. Accordingly, the investors affected by any state
legislation overriding the preemptive effect of SMMEA will be authorized to
invest in offered certificates qualifying as "mortgage related securities" only
to the extent provided in that legislation.

     SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell, or otherwise deal in "mortgage
related securities" without limitation as to the percentage of their assets
represented thereby, federal credit unions may invest in those securities, and
national banks may purchase those securities for their own account without
regard to the limitations generally applicable to investment securities set
forth in 12 U.S.C. Section 24 (Seventh), subject in each case to those
regulations as the applicable federal regulatory authority may prescribe. In
this connection, the Office of the Comptroller of the Currency (the "OCC")
codified at 12 C.F.R. Section 1.3(e)(1), authorizes national banks to purchase
and sell for their own account, without limitation as to a percentage of the
bank's capital and surplus (but subject to compliance with certain general
standards in 12 C.F.R. Section 1.5 concerning "safety and soundness" and
retention of credit information), certain "Type IV securities," which are
defined in 12 C.F.R. Section 1.2(m) to include certain "residential
mortgage-related securities" and "commercial mortgage-related securities." As so
defined, "residential mortgage-related security" and "commercial
mortgage-related security" mean, in relevant part, "mortgage related security"
within the meaning of SMMEA, provided that, in the case of a "commercial
mortgage-related security," it "represents ownership of a promissory note or
certificate of interest or participation that is directly secured by a first
lien on one or more parcels of real estate upon which one or more commercial
structures are located and that is fully secured by interests in a pool of loans
to numerous obligors." In the absence of any rule or administrative
interpretation by the OCC defining the term "numerous obligors," no
representation is made as to whether any class of offered certificates will
qualify as "commercial mortgage-related securities" and thus as "Type IV
securities," for investment by national banks. The National Credit Union
Administration (the "NCUA") has adopted rules, codified at 12 C.F.R. Part 703,
which permit federal credit unions to invest in "mortgage related securities,"
other than stripped mortgage related securities (unless the credit union
complies with the requirements of 12 C.F.R. Section 703.16(e) for investing in
those securities), residual interests in mortgage related securities, and
commercial mortgage related securities, subject to compliance with general rules
governing investment policies and practices; however, credit unions approved for
the NCUA's "investment pilot program" under C.F.R. Section 703.19 may be able to
invest in those prohibited forms of securities, while "RegFlex credit unions"
may invest in commercial mortgage related securities under certain conditions
pursuant to 12 C.F.R. Section 742.4(a)(9). The Office of Thrift Supervision (the
"OTS") has issued Thrift Bulletin 13a (December 1, 1998), "Management of
Interest Rate Risk,


                                       124





Investment Securities, and Derivatives Activities," and Thrift Bulletin 73a
(December 18, 2001), "Investing in Complex Securities," which thrift
institutions subject to the jurisdiction of the OTS should consider before
investing in any of the offered certificates.

      All depository institutions considering an investment in the offered
certificates should review the "Supervisory Policy Statement on Investment
Securities and End-User Derivatives Activities" (the "1998 Policy Statement") of
the Federal Financial Institutions Examination Council, which has been adopted
by the Board of Governors of the Federal Reserve System, the OCC, the Federal
Deposit Insurance Corporation, and the OTS, effective May 26, 1998, and by the
NCUA, effective October 1, 1998. The 1998 Policy Statement sets forth general
guidelines which depository institutions must follow in managing risks
(including market, credit, liquidity, operational (transaction), and legal
risks) applicable to all securities (including mortgage pass-through securities
and mortgage-derivative products) used for investment purposes.

      Investors whose investment activities are subject to regulation by federal
or state authorities should review rules, policies, and guidelines adopted from
time to time by those authorities before purchasing any offered certificates, as
certain classes may be deemed unsuitable investments, or may otherwise be
restricted, under those rules, policies or guidelines (in certain instances
irrespective of SMMEA).

      The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines, or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions which
may restrict or prohibit investment in securities which are not "interest
bearing" or "income paying," and, with regard to any offered certificates issued
in book-entry form, provisions which may restrict or prohibit investments in
securities which are issued in book-entry form.

      Except as to the status of certain classes of offered certificates as
"mortgage related securities," no representations are made as to the proper
characterization of offered certificates for legal investment purposes,
financial institution regulatory purposes, or other purposes, or as to the
ability of particular investors to purchase offered certificates under
applicable legal investment restrictions. The uncertainties described above (and
any unfavorable future determinations concerning legal investment or financial
institution regulatory characteristics of the offered certificates) may
adversely affect the liquidity 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 of any class
constitute legal investments or are subject to investment, capital, or other
restrictions, and, if applicable, whether SMMEA has been overridden in any
jurisdiction relevant to that investor.

                             METHOD OF DISTRIBUTION

      The offered certificates offered by this prospectus and by the related
prospectus supplements will be offered in series 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 and will state
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 underwriting and public offering by
            one or more underwriters specified in the related prospectus
            supplement;


                                       125





      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.

      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 underwriters
may be broker-dealers affiliated with us. Their identities and material
relationships to us will be set forth in the related prospectus supplement. The
managing underwriter or underwriters with respect to the offer and sale of a
particular series of certificates will be set forth in 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, 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 of 1933, as amended (the "Securities Act").

      This prospectus may be used in connection with the remarketing of a class
of reset rate certificates.

      In connection with any remarketing of a class of reset rate certificates
by remarketing agents that are affiliates of the Depositor, unless the all-hold
rate will be in effect, we will prepare for distribution to prospective
purchasers a new prospectus supplement that contains material information
relating to the terms of the remarketing, any new swap counterparty or
counterparties and any other material information relating to the remarketing.
In addition, the prospectus supplement will contain or incorporate by reference
from filings under the Securities and Exchange Act of 1934, as amended, material
information describing the updated characteristics of the trust and the related
pool of mortgage loans that remains outstanding as of a date reasonably
proximate to the date of that prospectus supplement.

      It is anticipated that the underwriting agreement pertaining to the sale
of any series of 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 several underwriters, and each person, if
any, who controls that underwriter within the meaning of Section 15 of the
Securities Act, 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 sales by them of offered certificates. You should consult with your
legal advisors in this regard prior to any similar reoffer or sale.

      As to each series of certificates, only those classes rated in an
investment grade rating category by any rating agency will be offered by this
prospectus. We may initially retain any unrated class and we may sell it at any
time to one or more institutional investors.


                                       126





                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 of 1934, 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
270 Park Avenue, New York, New York 10017, Attention: President, or by telephone
at (212) 834-9299. 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 Securities and Exchange
Commission. This prospectus is part of the Registration Statement, but the
Registration Statement includes additional information.

                       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 Securities and Exchange Commission, 100 F Street
N.W., Washington, D.C. 20549. Information regarding the operation of the Public
Reference Room may be obtained by calling The Securities and Exchange Commission
at 1-800-SEC-0330. The Securities and Exchange Commission 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, including
all exhibits thereto, through the EDGAR system, so the materials should be
available by logging onto the Securities and Exchange Commission's Web site. The
Securities and Exchange Commission 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 certain 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.


                                       127





                                     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 rating agency.

      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 rating
organization. Each security rating should be evaluated independently of any
other security rating.


                                       128





                             INDEX OF DEFINED TERMS

1998 Policy Statement........................................................125
30/360........................................................................47
401(c) Regulations...........................................................123
91-day Treasury Bill Rate.....................................................50
91-day Treasury Bills.........................................................51
Accrual Certificates..........................................................46
Accrued Certificate Interest..................................................46
Actual/360....................................................................47
ADA...........................................................................90
Amendments...................................................................122
ARM Loans.....................................................................35
Assessment of Compliance......................................................74
Attestation Report............................................................75
Available Distribution Amount.................................................45
Bankruptcy Code...............................................................82
Bond Equivalent Yield.........................................................49
Book-Entry Certificates.......................................................45
calculation date..............................................................48
Cash Flow Agreement...........................................................37
CERCLA........................................................................87
Certificate Owner.............................................................63
Clearstream...................................................................54
CMT Rate......................................................................49
Code..........................................................................62
Commercial Paper Rate.........................................................48
Cooperatives..................................................................32
CPR...........................................................................40
Debt Service Coverage Ratio...................................................32
defective obligation..........................................................93
Definitive Certificates.......................................................45
Depositor.....................................................................31
Determination Date............................................................38
determination period..........................................................48
Direct Participants...........................................................63
Disqualified Organization...............................................106, 123
Distribution Date Statement...................................................61
DOL..........................................................................122
Dow Jones Market Service Page 3750............................................48
DTC...........................................................................45
Due Dates.....................................................................34
Due Period....................................................................38
EDGAR........................................................................127
electing large partnership...................................................106
Euroclear.....................................................................54
Event of Default..............................................................75
Excess Funds..................................................................43
excess servicing.............................................................115
Exemptions...................................................................122
FAMC..........................................................................35
Federal Funds Rate............................................................50
FHLMC.........................................................................35
FNMA..........................................................................35
Garn Act......................................................................88
GNMA..........................................................................35
Indirect Participants.........................................................63
Insurance and Condemnation Proceeds...........................................70
IRS...........................................................................91
ISMA..........................................................................47
JPMCB.........................................................................43
L/C Bank......................................................................79
LIBOR Determination Date......................................................48
Liquidation Proceeds..........................................................70
Loan-to-Value Ratio...........................................................33
Lock-out Date.................................................................34
Lock-out Period...............................................................34
MBS...........................................................................31
MBS Agreement.................................................................35
MBS Issuer....................................................................35
MBS Servicer..................................................................35
MBS Trustee...................................................................35
Mortgage Asset Seller.........................................................31
Mortgage Notes................................................................31
Mortgaged Properties..........................................................31
Mortgages.....................................................................31
NCUA.........................................................................124
Net Leases....................................................................33
Net Operating Income..........................................................32
Nonrecoverable Advance........................................................60
Non-SMMEA Certificates.......................................................123
Non-U.S. Person..............................................................112
OCC..........................................................................124
OID Regulations...............................................................95
OTS..........................................................................124
Participants..................................................................63
Parties in Interest..........................................................121
Pass-Through Entity..........................................................106
Permitted Investments.........................................................69
Plans........................................................................121
Pooling Agreement.............................................................66
prepayment....................................................................40
Prepayment Assumption.........................................................96
Prepayment Interest Shortfall.................................................38
Prepayment Premium............................................................34
Prime Rate....................................................................51
PTCE.........................................................................122
Random Lot Certificates.......................................................95
rating agency condition.......................................................54
Record Date...................................................................45
Reference Banks...............................................................48
Reform Act....................................................................94
Registration Statement.......................................................127
Regular Certificateholder.....................................................94


                                       129





Regular Certificates..........................................................91
Related Proceeds..............................................................60
Relief Act....................................................................90
REMIC......................................................................7, 92
REMIC Certificates............................................................91
REMIC Pool................................................................91, 92
REMIC Regulations.............................................................91
REO Property..................................................................68
Residual Certificateholders..................................................102
Residual Certificates.........................................................46
secured-creditor exemption....................................................87
Securities Act...............................................................126
Senior Certificates...........................................................44
Servicing Standard............................................................68
Similar Law..................................................................121
SMMEA........................................................................123
SPA...........................................................................40
Sponsor.......................................................................43
Standard Certificateholder...................................................113
Standard Certificates........................................................113
Startup Day...................................................................92
Stripped Certificateholder...................................................118
Stripped Certificates........................................................116
Subordinate Certificates......................................................44
Sub-Servicing Agreement.......................................................68
Title V.......................................................................89
Treasury......................................................................91
Treasury Notes................................................................50
U.S. Person..................................................................108
Value.........................................................................33
Warranting Party..............................................................67

                                       130

Table of Contents

The attached diskette contains a Microsoft Excel* Version 5.0 spreadsheet file (the ‘‘Spreadsheet File’’) that can be put on a user-specified hard drive or network drive. The Spreadsheet File is ‘‘JPMCC 2008-C2.xls.’’ It provides, in electronic format, certain statistical information that appears under the caption ‘‘Description of the Mortgage Pool’’ in this prospectus supplement and in Annex A-1, Annex A-2 and Annex B to the prospectus supplement. Defined terms used in the Spreadsheet File but not otherwise defined in the Spreadsheet File shall have the respective meanings assigned to them in this prospectus supplement. All the information contained in the Spreadsheet File is subject to the same limitations and qualifications contained in this prospectus supplement. To the extent that the information in electronic format contained in the attached diskette is different from statistical information that appears under the caption ‘‘Description of the Mortgage Pool’’ in this prospectus supplement and in Annex A-1, Annex A-2 and Annex B to the prospectus supplement, the information in electronic format is superseded by the related information in print format. Prospective investors are advised to read carefully and should rely solely on the final prospectus supplement and accompanying prospectus relating to the Certificates in making their investment decision.

Open the file as you would normally open any spreadsheet in Microsoft Excel. Before the file is displayed, a message will appear notifying you that the file is Read Only. Click the ‘‘READ ONLY’’ button and, after the file is opened, a securities law legend will be displayed. READ THE LEGEND CAREFULLY.

*    Microsoft Excel is a registered trademark of Microsoft Corporation.



You should rely only on the information contained or incorporated by reference in this prospectus supplement and the attached prospectus. We have not authorized anyone to provide you with different information.

We are not offering these certificates in any jurisdiction where the offer is not permitted.

TABLE OF CONTENTS

Prospectus Supplement


Prospectus


Dealers will be required to deliver a prospectus supplement and prospectus when acting as underwriters of these certificates and with respect to unsold allotments or subscriptions. In addition, all dealers selling these certificates will deliver a prospectus supplement and prospectus until July 31, 2008.

$993,923,000
(Approximate)

J.P. Morgan Chase
Commercial Mortgage
Securities Corp.

Depositor

J.P. Morgan Chase
Commercial Mortgage
Securities Trust 2008-C2

Issuing Entity

Commercial Mortgage Pass-Through
Certificates, Series 2008-C2


Class A-1     $ 23,396,000
Class A-2 $ 68,126,000
Class A-3 $ 105,514,000
Class A-4 $ 354,554,000
Class A-4FL $ 145,000,000
Class A-SB $ 54,460,000
Class A-1A $ 65,075,000
Class X $ 1,165,893,035
Class A-M $ 116,589,000
Class A-J $ 61,209,000

PROSPECTUS SUPPLEMENT

JPMorgan

Co-Lead Manager and Sole Bookrunner

CIBC World Markets
Co-Lead Manager

PNC Capital Markets LLC
Co-Manager

April 30, 2008