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JP Morgan Chase Commercial Mortgage Securities

Filed: 7 Dec 14, 7:00pm
 
  FREE WRITING PROSPECTUS
  FILED PURSUANT TO RULE 433
  REGISTRATION FILE NO.: 333-190246-11
   
 
 
The information in this free writing prospectus is not complete and may be amended prior to the time of sale. This free writing prospectus is not an offer to sell these securities and it is not a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
 
THIS FREE WRITING PROSPECTUS, DATED DECEMBER 5, 2014, MAY BE AMENDED OR COMPLETED PRIOR TO TIME OF SALE (THIS FREE WRITING PROSPECTUS ACCOMPANIES THE ATTACHED PROSPECTUS DATED OCTOBER 1, 2014)
STATEMENT REGARDING THIS FREE WRITING PROSPECTUS
The depositor has filed a registration statement (including a prospectus) with the SEC (SEC File No. 333-190246) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor or any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling 866-400-7834 or by emailing cmbs-prospectus@jpmorgan.com.
 
$1,224,918,000 (Approximate)
JPMBB Commercial Mortgage Securities Trust 2014-C26
Issuing Entity
J.P. Morgan Chase Commercial Mortgage Securities Corp.
Depositor
JPMorgan Chase Bank, National Association
 
 
 
Column Financial, Inc.
Barclays Bank PLC
Redwood Commercial Mortgage Corporation
General Electric Capital Corporation
RAIT Funding, LLC
Sponsors and Mortgage Loan Sellers
Commercial Mortgage Pass-Through Certificates, Series 2014-C26
 
J.P. Morgan Chase Commercial Mortgage Securities Corp. is offering certain classes of the Commercial Mortgage Pass-Through Certificates, Series 2014-C26 consisting of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C and Class EC certificates. The certificates (which are comprised of the certificates offered by this free writing prospectus and the Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class D, Class E, Class F, Class NR, Class HOW and Class R certificates) represent the beneficial ownership interests in the issuing entity, which will be a trust named JPMBB Commercial Mortgage Securities Trust 2014-C26. The assets of the trust will primarily consist of a pool of fixed rate commercial mortgage loans and a separate trust subordinate companion loan interest in one (1) commercial mortgage loan, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely 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 free writing prospectus. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the 4th business day following the 11th day of each month (or if the 11th is not a business day, the next business day), commencing in January 2015.
  
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/DBRS/KBRA)(5)
 
 
Rated Final
Distribution
Date(3)
Class A-1
 $59,050,000  %  (6) October 2019 Aaa(sf) / AAA(sf) / AAA(sf) January 2048
Class A-2
 $211,650,000  %  (6) January 2020 Aaa(sf) / AAA(sf) / AAA(sf) January 2048
Class A-3
 $300,000,000  %  (6) November 2024 Aaa(sf) / AAA(sf) / AAA(sf) January 2048
Class A-4
 $337,579,000  %  (6) December 2024 Aaa(sf) / AAA(sf) / AAA(sf) January 2048
Class A-SB
 $106,446,000  %  (6) July 2024 Aaa(sf) / AAA(sf) / AAA(sf) January 2048
Class X-A
 $1,108,949,000(7) %  
Variable(8)
 December 2024 Aa1(sf) / AAA(sf) / AAA(sf) January 2048
Class X-B
 $67,045,000(7) %  
Variable(8)
 December 2024 Aa3(sf) / AAA(sf) / AAA(sf) January 2048
Class A-S(9) 
 $94,224,000(10) %  (6) December 2024 Aa1(sf) / AAA(sf) / AAA(sf) January 2048
Class B(9) 
 $67,045,000(10) %  (6) December 2024 Aa3(sf) / AA(sf) / AA(sf) January 2048
Class C(9) 
 $48,924,000(10) %  (6) December 2024 A3(sf) / A(high)(sf) / A(sf) January 2048
Class EC(9)(11) 
 $210,193,000(10) (12)  
N/A(12)
 December 2024 A1(sf) / A(high)(sf) / A(sf) January 2048
 
(Footnotes on table on page S-3)
 
You should carefully consider the risk factors beginning on page S-61 of this free writing prospectus and page 9 of the prospectus.
 
Neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency, instrumentality or private issuer 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 sponsors, depositor, any of their affiliates or any other entity.
 
The United States 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 free writing prospectus 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 issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended, contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in this free writing prospectus).
 
The underwriters, J.P. Morgan Securities LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Drexel Hamilton, 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 LLC, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC are acting as co-lead managers and joint bookrunners in the following manner: J.P. Morgan Securities LLC is acting as sole bookrunning manager with respect to approximately 55.0% of each class of offered certificates, Barclays Capital Inc. is acting as sole bookrunning manager with respect to approximately 24.0% of each class of offered certificates and Credit Suisse Securities (USA) LLC is acting as sole bookrunning manager with respect to approximately 21.0% of each class of offered certificates. Drexel Hamilton, LLC is acting as a co-manager.
 
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 December 29, 2014.
 
J.P. MorganBarclays Credit Suisse
Co-Lead Manager and Joint BookrunnerCo-Lead Manager and Joint BookrunnerCo-Lead Manager and Joint Bookrunner
   
 Drexel Hamilton 
 Co-Manager 
   
 December      , 2014 
 
 
 

 
 
(MAP)
 
 

 
 
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/DBRS/
KBRA)(5)
 
 
Principal Window(4)
Offered Certificates               
A-1
 $59,050,000  30.000% (6) October 2019 % 3.02 Aaa(sf) / AAA(sf) / AAA(sf) 1/15-10/19
A-2
 $211,650,000  30.000% (6) January 2020 % 4.89 Aaa(sf) / AAA(sf) / AAA(sf) 10/19-1/20
A-3
 $300,000,000  30.000% (6) November 2024 % 9.77 Aaa(sf) / AAA(sf) / AAA(sf) 7/24-11/24
A-4
 $337,579,000  30.000% (6) December 2024 % 9.89 Aaa(sf) / AAA(sf) / AAA(sf) 11/24-12/24
A-SB
 $106,446,000  30.000% (6) July 2024 % 7.30 Aaa(sf) / AAA(sf) / AAA(sf) 10/19-7/24
X-A
 $1,108,949,000(7) N/A 
Variable(8)
 December 2024 % N/A Aa1(sf) / AAA(sf) / AAA(sf) N/A
X-B
 $67,045,000(7) N/A 
Variable(8)
 December 2024 % N/A Aa3(sf) / AAA(sf) / AAA(sf) N/A
A-S(9) 
 $94,224,000(10) 23.500% (6) December 2024 % 9.96 Aa1(sf) / AAA(sf) / AAA(sf) 12/24-12/24
B(9) 
 $67,045,000(10) 18.875% (6) December 2024 % 9.96 Aa3(sf) / AA(sf) / AA(sf) 12/24-12/24
C(9) 
 $48,924,000(10) 15.500% (6) December 2024 % 9.96 A3(sf) / A(high)(sf) / A(sf) 12/24-12/24
EC(9)(11)
 $210,193,000(10) 15.500% 
N/A(12)
 December 2024 (12) 9.96 A1(sf) / A(high)(sf) / A(sf) 12/24-12/24
Non-Offered Certificates(13)
                  
X-C
 $48,924,000(14) N/A 
Variable(15)
 December 2024 % N/A A3(sf) / AAA(sf) / AAA(sf) N/A
X-D
 $106,908,000(16) N/A 
Variable(17)
 December 2024 % N/A NR / AAA(sf) / BBB-(sf) N/A
X-E
 $34,428,000(18) N/A 
Variable(19)
 December 2024 % N/A NR / AAA(sf) / BB(sf) N/A
X-F
 $25,369,000(20) N/A 
Variable(21)
 January 2025 % N/A NR / AAA(sf) / B(sf) N/A
X-NR
 $57,983,872(22) N/A 
Variable(23)
 January 2025 % N/A NR / AAA(sf) / NR N/A
D
 $106,908,000  8.125% (6) December 2024 % 9.96 NR / BBB(low)(sf) / BBB-(sf) 12/24-12/24
E
 $34,428,000  5.750% (6) December 2024 % 9.96 NR / BB(sf) / BB(sf) 12/24-12/24
F
 $25,369,000  4.000% (6) January 2025 % 9.96 NR / B(sf) / B(sf) 12/24-1/25
NR
 $57,983,872  0.000% (6) January 2025 % 10.04 NR / NR / NR 1/25-1/25
HOW(24)
 $10,000,000  0.000% (25) September 2024 % 9.71 NR / NR / NR 9/24-9/24
 
(1)Approximate, subject to a permitted variance of plus or minus 5%.
 
(2)The initial credit support percentages set forth for the certificates are approximate and, for the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB certificates, are represented in the aggregate. The Class HOW certificates will only provide subordination with respect to losses and shortfalls on the 543 Howard mortgage loan. The approximate initial credit support percentages for each class of certificates presented in the table does not include the subordinate interest of the HOW trust subordinate companion loan.
 
(3)
The assumed final distribution dates set forth in this free writing prospectus 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 free writing prospectus. The rated final distribution date for each class of offered certificates is the distribution date in January 2048. See “Description of the Certificates—Assumed Final Distribution Date; Rated Final Distribution Date” in this free writing prospectus.
 
(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 (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates) are based on the assumptions set forth under “Yield and Maturity Considerations—Weighted Average Life” in this free writing prospectus and on the assumptions that there are no prepayments, modifications or losses in respect of the mortgage loans and that there are no extensions or forbearances of maturity dates or anticipated repayment dates of the mortgage loans.
 
(5)
Ratings shown are those of Moody’s Investors Service, Inc. (“Moody’s”), DBRS, Inc. (“DBRS”), and Kroll Bond Rating Agency, Inc. (“KBRA”) (each a “Rating Agency” and collectively, the “Rating Agencies”). Certain nationally recognized statistical rating organizations that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise to rate the offered certificates and any of Moody’s, DBRS and KBRA may issue unsolicited credit ratings on one or more classes of offered certificates that it ultimately does not rate. We cannot assure you as to whether such rating agencies will rate each class of offered certificates or, if they were to rate only certain classes of offered certificates, what rating would be assigned to the other classes of offered certificates. Additionally, we cannot assure you as to what ratings a non-hired nationally recognized statistical rating organization would assign. See “Risk Factors—Ratings of the Certificates” and “Ratings” in this free writing prospectus. Moody’s, DBRS and KBRA have informed us that the “sf” designation in their ratings represents an identifier for structured finance product ratings. For additional information about this identifier, prospective investors can go to the related rating agency’s website. The depositor and the underwriters have not verified, do not adopt and do not accept responsibility for any statements made by the Rating Agencies on their internet websites. Important disclaimer: Credit ratings referenced throughout this material are forward-looking opinions about credit risk and express an agency’s opinion about the ability of and willingness of an issuer of securities to meet its financial obligations in full and on time. Ratings are not indications of investment merit and are not buy, sell or hold recommendations, a measure of asset value, or an indication of the suitability of an investment.
 
(6)
The pass-through rate applicable to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR certificates on each distribution date will be a per annum rate equal to one of (i) a fixed rate, (ii) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), (iii) the lesser of a specified fixed pass-through rate and the rate described in clause (ii) above or (iv) the rate described in clause (ii) above less a specified percentage.
 
 
S-3

 
 
(7)
The notional amount of the Class X-A certificates will be equal to the aggregate of the certificate balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S certificates (determined without giving effect to any exchange and conversion of any Class A-S certificates for Class EC certificates). The notional amount of the Class X-B certificates will be equal to the certificate balance of the Class B certificates (determined without giving effect to any exchange and conversion of any Class B certificates for Class EC certificates). The Class X-A and Class X-B certificates will not be entitled to distributions of principal.
 
(8)
The pass-through rate for the Class X-A certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the weighted average of the pass-through rates on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S certificates, weighted on the basis of their respective certificate balances immediately prior to that distribution date and calculated without giving effect to any exchange and conversion of any Class A-S certificates for Class EC certificates. The pass-through rate for the Class X-B certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the pass-through rate of the Class B certificates for that distribution date. See “Description of the Certificates—Distributions” in this free writing prospectus.
 
(9)A holder of Class A-S, Class B and Class C certificates may exchange and convert such classes of certificates (on an aggregate basis) for a related amount of Class EC certificates, and a holder of Class EC certificates may exchange and convert that Class for a ratable portion of each class of Class A-S, Class B and Class C certificates.
 
(10)The initial certificate balance of any of the Class A-S, Class B or Class C certificates represents the principal balance of such class without giving effect to any exchange and conversion for Class EC certificates. The initial certificate balance of the Class EC certificates is equal to the aggregate of the initial certificate balances of the Class A-S, Class B and Class C certificates and represents the maximum principal balance of such class that could be issued in an exchange and conversion. In the event that none of the Class A-S, Class B and Class C certificates are converted to Class EC certificates, the Class EC certificate balance would be equal to zero. Other than for federal income tax purposes, any exchange of (i) a portion of the Class A-S, Class B or Class C certificates will result in a conversion and reduction, on a dollar-for-dollar basis, of a proportionate share of each related component class of Class A-S, Class B and Class C certificates for, and an increase, on a dollar-for-dollar basis, of the certificate balance of the Class EC certificates, and (ii) any amount of the Class EC certificates will result in a conversion and reduction, on a dollar-for-dollar basis, of the certificate balance of the Class EC certificates converted and an increase, on a dollar-for-dollar basis, of a proportionate share of the related certificate balances of each class of Class A-S, Class B and Class C certificates.
 
(11)Although the Class EC certificates are listed below the Class C certificates in the chart, the Class EC certificates’ payment entitlements and subordination priority will be a result of the payment entitlements and subordination priority at each level of the related component classes of Class A-S, Class B and Class C certificates. For purposes of determining the approximate initial credit support for Class EC certificates, the calculation is based on the aggregate initial class certificate balance of the Class A-S, Class B and Class C certificates as if they were a single class.
 
(12)
The Class EC certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest that would otherwise be distributable on the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates. The effective pass-through rate applicable to the Class EC certificates for the initial distribution date is approximately   % per annum.
 
(13)The Class R certificates are not represented in the above table.
 
(14)The notional amount of the Class X-C certificates will be equal to the certificate balance of the Class C certificates (determined without giving effect to any exchange and conversion of any Class C certificates for Class EC certificates). The Class X-C certificates will not be entitled to distributions of principal.
 
(15)
The pass-through rate for the Class X-C certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the pass-through rate of the Class C certificates for that distribution date. See “Description of the Certificates—Distributions” in this free writing prospectus.
 
(16)The notional amount of the Class X-D certificates will be equal to the certificate balance of the Class D certificates. The Class X-D certificates will not be entitled to distributions of principal.
 
(17)
The pass-through rate for the Class X-D certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the pass-through rate of the Class D certificates for that distribution date. See “Description of the Certificates—Distributions” in this free writing prospectus.
 
(18)The notional amount of the Class X-E certificates will be equal to the certificate balance of the Class E certificates. The Class X-E certificates will not be entitled to distributions of principal.
 
(19)
The pass-through rate for the Class X-E certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the pass-through rate of the Class E certificates for that distribution date. See “Description of the Certificates—Distributions” in this free writing prospectus.
 
(20)The notional amount of the Class X-F certificates will be equal to the certificate balance of the Class F certificates. The Class X-F certificates will not be entitled to distributions of principal.
 
(21)
The pass-through rate for the Class X-F certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the pass-through rate of the Class F certificates for that distribution date. See “Description of the Certificates—Distributions” in this free writing prospectus.
 
(22)The notional amount of the Class X-NR certificates will be equal to the certificate balance of the Class NR certificates. The Class X-NR certificates will not be entitled to distributions of principal.
 
 
S-4

 
 
(23)
The pass-through rate for the Class X-NR certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the pass-through rate of the Class NR certificates for that distribution date. See “Description of the Certificates—Distributions” in this free writing prospectus
 
(24)The Class HOW certificate will only receive distributions from, and will only incur losses with respect to, the HOW trust subordinate companion loan.
 
(25)For any distribution date, the pass-through rate on the Class HOW certificates will be a fixed pass-through rate.
 
The Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class D, Class E, Class F, Class NR, Class HOW and Class R certificates are not offered by this free writing prospectus. Any information in this free writing prospectus concerning certificates other than the offered certificates is presented solely to enhance your understanding of the offered certificates.
 
 
S-5

 
 
TABLE OF CONTENTS

SUMMARY OF CERTIFICATES S-3 Risks Relating to Affiliation with a  
IMPORTANT NOTICE REGARDING   Franchise or Hotel Management  
THE OFFERED CERTIFICATES S-11 Company S-73
IMPORTANT NOTICE ABOUT   Retail Properties Have Special  
INFORMATION PRESENTED IN   Risks S-75
THIS FREE WRITING   Industrial Properties Have Special  
PROSPECTUS AND THE   Risks S-77
ACCOMPANYING PROSPECTUS S-12 Manufactured Housing Community  
SUMMARY OF TERMS S-17 Properties Have Special Risks S-78
RISK FACTORS S-61 Mixed Use Facilities Have Special  
Combination or “Layering” of   Risks S-80
Multiple Risks May Significantly   Self Storage Properties Have  
Increase Risk of Loss S-61 Special Risks S-81
The Offered Certificates May Not Be   Risks of Lease Early Termination  
a Suitable Investment for You S-61 Options S-81
The Credit Crisis and Downturn in   Geographic Concentration Entails  
the Real Estate Market Have   Risks S-82
Adversely Affected and May   Risks Relating to Mortgage Loan  
Continue To Adversely Affect   Concentrations and Borrower-  
the Value of Commercial   Sponsor Concentrations S-83
Mortgage-Backed Securities S-61 The Borrower’s Form of Entity May  
Market Considerations and Limited   Cause Special Risks S-85
Liquidity S-62 Tenancies-in-Common May Hinder  
Legal and Regulatory Provisions   Recovery S-88
Affecting Investors Could   Additional Debt or the Ability To  
Adversely Affect the Liquidity of   Incur Other Borrowings Entails  
the Certificates S-63 Risk S-88
The Volatile Economy and Credit   Borrower May Be Unable To Repay  
Crisis May Increase Loan   Remaining Principal Balance on  
Defaults and Affect the Value   Maturity Date or Anticipated  
and Liquidity of Your Investment S-65 Repayment Date; Longer  
The Prospective Performance of the   Amortization Schedules and  
Mortgage Loans Included in the   Interest-Only Provisions Create  
Trust Fund Should Be   Risks S-90
Evaluated Separately from the   Tenant Concentration Entails Risk S-92
Performance of the Mortgage   Certain Additional Risks Relating to  
Loans in Any of Our Other   Tenants S-92
Trusts S-67 Options and Other Purchase Rights  
Commercial Lending Is Dependent   May Affect Value or Hinder  
Upon Net Operating Income S-68 Recovery with Respect to the  
Risks Relating to Underwritten Net   Mortgaged Properties S-95
Cash Flow S-69 Risks Related to Redevelopment  
Limited Information Causes   and Renovation at the  
Uncertainty S-69 Mortgaged Properties S-95
No Reunderwriting of the Mortgage   Mortgaged Properties Leased to  
Loans S-69 Borrowers or Borrower Affiliated  
Risks Associated with Commercial   Entities Also Have Risks S-96
Real Estate Lending S-70 Tenant Bankruptcy Entails Risks S-96
Office Properties Have Special   Mortgage Loans Are Nonrecourse  
Risks S-70 and Are Not Insured or  
Multifamily Properties Have Special   Guaranteed S-97
Risks S-71 Lack of Skillful Property  
Hotel Properties Have Special Risks S-72 Management Entails Risks S-97
 
 
S-6

 
 
The Performance of a Mortgage   Potential Conflicts of Interest of  
Loan and the Related   the Master Servicer and the  
Mortgaged Property Depends in   Special Servicer S-113
Part on Who Controls the   Potential Conflicts of Interest of  
Borrower and the Related   the Directing  
Mortgaged Property S-98 Certificateholder S-114
Some Mortgaged Properties May   Conflicts Between  
Not Be Readily Convertible to   Certificateholders and the  
Alternative Uses S-98 Holder of a Pari Passu  
Condominiums and Master   Companion Loan or the  
Developments May Limit Use   HOW Trust Subordinate  
and Improvements S-98 Companion Loan S-114
Mortgage Loans Secured by   Potential Conflicts of Interest of  
Leasehold Interests May   the Underwriters and Their  
Expose Investors to Greater   Affiliates S-115
Risks of Default and Loss S-99 Other Possible Conflicts of  
Limitations of Appraisals S-99 Interest S-116
Different Timing of Mortgage Loan   Potential Conflicts of Interest in  
Amortization Poses Certain   the Selection of the  
Risks S-100 Mortgage Loans S-118
Environmental Risks Relating to the   Your Lack of Control Over the Trust  
Mortgaged Properties S-100 Can Adversely Impact Your  
Availability of Earthquake, Flood   Investment S-119
and Other Insurance S-103 Special Servicer May Be Directed  
Risks Associated with Blanket   To Take Actions S-120
Insurance Policies or Self-   The Sponsors, the Depositor and  
Insurance S-104 the Trust Are Subject to  
Availability of Terrorism Insurance S-105 Bankruptcy or Insolvency Laws  
Zoning Compliance, Use   That May Affect the Trust  
Restrictions and Condemnation   Fund’s Ownership of the  
May Adversely Affect Property   Mortgage Loans S-121
Value S-106 Risks Relating to the Exchangeable  
Risks Related to Historic Tax   Certificates and Class EC  
Credits S-107 Certificates S-122
Increases in Real Estate Taxes Due   Risks Relating to Prepayments and  
to Termination of a PILOT   Repurchases S-123
Program or Other Tax   Optional Early Termination of the  
Abatement Arrangements May   Trust Fund May Result in an  
Reduce Net Cash Flow and   Adverse Impact on Your Yield or  
Payments to Certificateholders S-108 May Result in a Loss S-126
Litigation or Other Legal   The Mortgage Loan Sellers May Not  
Proceedings Could Adversely   Be Able To Make a Required  
Affect the Mortgage Loans S-108 Repurchase or Substitution of a  
Certain of the Mortgage Loans Lack   Defective Mortgage Loan S-127
Customary Provisions S-109 Realization on Certain Mortgage  
Subordination of the Class A-S,   Loans May Be Adversely  
Class B, Class C and Class EC   Affected by the Rights of the  
Certificates Will Affect the   Holder of the HOW Trust  
Timing of Distributions and the   Subordinate Companion Loan  
Application of Losses on the   or Mezzanine Lender S-127
Class A-S, Class B, Class C   Limited Obligations S-128
and Class EC Certificates S-109 Changes to Accounting Standards  
Potential Conflicts of Interest S-110 and Regulatory Restrictions  
Potential Conflicts of Interest of   Could Have an Adverse Impact  
the Sponsors and Mortgage   on the Certificates S-128
Loan Sellers S-110    
 
 
S-7

 
 
Tax Consequences Related to   Zoning and Building Code  
Foreclosure S-128 Compliance and  
State and Local Tax Considerations S-128 Condemnation S-183
Ratings of the Certificates S-129 Certain Terms and Conditions of the  
DESCRIPTION OF THE MORTGAGE   Mortgage Loans S-184
POOL S-132 ARD Loans S-188
General S-132 Defeasance; Collateral  
Mortgage Pool Characteristics S-133 Substitution; Property  
General S-133 Releases S-188
Fee & Leasehold Estates;   Releases of Individual  
Ground Leases S-135 Mortgaged Properties S-189
Mortgage Loan Concentrations S-137 Other Releases S-191
Multi-Property Mortgage Loans   “Due-on-Sale” and “Due-on-  
and Related Borrower   Encumbrance” Provisions S-191
Mortgage Loans S-137 Hazard, Liability and Other  
Tenancies-in-Common S-139 Insurance S-193
Property Type Concentrations S-140 Additional Mortgage Loan  
Geographic Concentrations S-143 Information S-195
Additional Debt S-144 Sale of Mortgage Loans; Mortgage  
The Whole Loans S-150 File Delivery S-199
The 500 Fifth Avenue Whole   Representations and Warranties;  
Loan S-150 Repurchases and Substitutions S-201
The St. Louis Premium Outlets   Lockbox Accounts S-204
Whole Loan S-153 TRANSACTION PARTIES S-206
The Outlet Shoppes of the   The Sponsors and Mortgage Loan  
Bluegrass Whole Loan S-157 Sellers S-206
The Florida Multifamily   JPMorgan Chase Bank,  
Portfolio Whole Loan S-160 National Association S-206
The 543 Howard Whole Loan S-165 Column Financial, Inc. S-214
General S-165 Barclays Bank PLC S-228
Application of Payments S-166 Redwood Commercial Mortgage  
Cure Rights S-168 Corporation S-233
Amendments and Consents S-169 General Electric Capital  
Purchase Option S-171 Corporation S-240
Special Servicer Appointment   RAIT Funding, LLC S-248
Rights S-172 The Depositor S-253
Net Cash Flow and Certain   The Trust S-253
Underwriting Considerations S-172 The Trustee and the Certificate  
Mortgaged Property Considerations S-173 Administrator S-254
Environmental Considerations S-173 Resignation and Removal of the  
Property Redevelopment and   Trustee and the Certificate  
Renovation Issues S-174 Administrator S-257
Litigation Considerations;   The Master Servicer and the Special  
Bankruptcy Issues and   Servicer S-257
Other Proceedings S-175 Replacement of the Special Servicer S-260
Tenant Issues S-178 Servicing and Other Compensation  
Purchase Options, Rights of   and Payment of Expenses S-262
First Refusal and Rights of   The Senior Trust Advisor S-273
First Offer S-180 DESCRIPTION OF THE  
Additional Considerations S-181 CERTIFICATES S-274
Assessments of Property Value and   General S-274
Condition S-182 Exchanges of Exchangeable  
Appraisals S-182 Certificates and Class EC  
Engineering Reports S-183 Certificates S-277
    Exchanges S-277
    Procedures and Fees S-278
 
 
S-8

 
 
Book-Entry Registration and   Inspections; Collection of Operating  
Definitive Certificates S-279 Information S-348
List of Certificateholders S-281 Certain Matters Regarding the  
Distributions S-281 Master Servicer, the Special  
Allocation of Yield Maintenance   Servicer, the Senior Trust  
Charges and Prepayment   Advisor and the Depositor S-349
Premiums S-296 Rating Agency Confirmations S-352
Assumed Final Distribution Date;   Evidence as to Compliance S-354
Rated Final Distribution Date S-297 Servicer Termination Events S-355
Subordination; Allocation of   Rights Upon Servicer Termination  
Collateral Support Deficit S-298 Event S-356
Advances S-301 Amendment S-358
Appraisal Reductions S-305 CERTAIN AFFILIATIONS,  
Reports to Certificateholders;   RELATIONSHIPS AND RELATED  
Certain Available Information S-309 TRANSACTIONS INVOLVING  
Voting Rights S-317 TRANSACTION PARTIES S-361
Termination; Retirement of   PENDING LEGAL PROCEEDINGS  
Certificates S-318 INVOLVING TRANSACTION  
SERVICING OF THE MORTGAGE   PARTIES S-363
LOANS S-319 YIELD AND MATURITY  
General S-319 CONSIDERATIONS S-363
The Directing Certificateholder S-324 Yield Considerations S-363
Limitation on Liability of Directing   Weighted Average Life S-367
Certificateholder S-330 Yield Sensitivity of the Class X-A  
The Senior Trust Advisor S-330 and Class X-B Certificates S-373
Consultation Duties of the   Pre-Tax Yield to Maturity Tables S-373
Senior Trust Advisor After a   MATERIAL FEDERAL INCOME TAX  
Control Event S-333 CONSEQUENCES S-379
Replacement of the Special   General S-379
Servicer S-334 Tax Status of Offered Certificates S-380
Termination and Resignation of   Taxation of Offered Certificates S-380
the Senior Trust Advisor S-335 Taxation of the Class EC  
Senior Trust Advisor   Certificates S-381
Compensation S-336 Taxation of Foreign Investors S-382
Maintenance of Insurance S-336 Further Information S-382
Modifications, Waivers and   CERTAIN STATE AND LOCAL TAX  
Amendments S-339 CONSIDERATIONS S-382
Mortgage Loans with “Due-on-Sale”   CERTAIN ERISA CONSIDERATIONS S-382
and “Due-on-Encumbrance”   CERTAIN LEGAL ASPECTS OF THE  
Provisions S-341 MORTGAGE LOANS S-385
Realization Upon Defaulted   LEGAL INVESTMENT S-386
Mortgage Loans S-342 LEGAL MATTERS S-386
Servicing of the Florida Multifamily   RATINGS S-387
Portfolio Mortgage Loan S-347 INDEX OF DEFINED TERMS S-389
 
ANNEX A-1CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
ANNEX A-2CERTAIN POOL CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
ANNEX A-3DESCRIPTION OF TOP TEN MORTGAGE LOANS AND ADDITIONAL MORTGAGE LOAN INFORMATION
ANNEX BFORM OF REPORT TO CERTIFICATEHOLDERS
ANNEX CFORM OF SENIOR TRUST ADVISOR ANNUAL REPORT
ANNEX D-1MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
 
 
S-9

 
 
ANNEX D-2EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
ANNEX ECLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE
ANNEX FASSUMED PRINCIPAL PAYMENT SCHEDULE FOR THE 543 HOWARD WHOLE
 LOAN
ANNEX GASSUMED PRINCIPAL PAYMENT SCHEDULE FOR THE HAMPSHIRE PARK
 APARTMENTS MORTGAGE LOAN
 
 
S-10

 
 
IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES
 
THE OFFERED CERTIFICATES REFERRED TO IN THESE MATERIALS, AND THE ASSET POOL BACKING THEM, ARE SUBJECT TO MODIFICATION OR REVISION (INCLUDING THE POSSIBILITY THAT ONE OR MORE CLASSES OF CERTIFICATES MAY BE SPLIT, COMBINED OR ELIMINATED AT ANY TIME PRIOR TO ISSUANCE OR AVAILABILITY OF A FINAL PROSPECTUS) AND ARE OFFERED ON A “WHEN, AS AND IF ISSUED” BASIS. PROSPECTIVE INVESTORS SHOULD UNDERSTAND THAT, WHEN CONSIDERING THE PURCHASE OF THE OFFERED CERTIFICATES, A CONTRACT OF SALE WILL COME INTO BEING NO SOONER THAN THE DATE ON WHICH THE RELEVANT CLASS OF CERTIFICATES HAS BEEN PRICED AND THE UNDERWRITERS HAVE CONFIRMED THE ALLOCATION OF CERTIFICATES TO BE MADE TO INVESTORS; ANY “INDICATIONS OF INTEREST” EXPRESSED BY ANY PROSPECTIVE INVESTOR, AND ANY “SOFT CIRCLES” GENERATED BY THE UNDERWRITERS, WILL NOT CREATE BINDING CONTRACTUAL OBLIGATIONS FOR SUCH PROSPECTIVE INVESTORS, ON THE ONE HAND, OR THE UNDERWRITERS, THE DEPOSITOR OR ANY OF THEIR RESPECTIVE AGENTS OR AFFILIATES, ON THE OTHER HAND.
 
AS A RESULT OF THE FOREGOING, A PROSPECTIVE INVESTOR MAY COMMIT TO PURCHASE CERTIFICATES THAT HAVE CHARACTERISTICS THAT MAY CHANGE, AND EACH PROSPECTIVE INVESTOR IS ADVISED THAT ALL OR A PORTION OF THE CERTIFICATES REFERRED TO IN THESE MATERIALS MAY BE ISSUED WITHOUT ALL OR CERTAIN OF THE CHARACTERISTICS DESCRIBED IN THIS FREE WRITING PROSPECTUS OR MAY BE ISSUED WITH CHARACTERISTICS THAT DIFFER FROM THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS. THE UNDERWRITERS’ OBLIGATION TO SELL CERTIFICATES TO ANY PROSPECTIVE INVESTOR IS CONDITIONED ON THE CERTIFICATES AND THE TRANSACTION HAVING THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS. IF THE UNDERWRITERS DETERMINE THAT ONE OR MORE CONDITIONS ARE NOT SATISFIED IN ANY MATERIAL RESPECT, SUCH PROSPECTIVE INVESTOR WILL BE NOTIFIED, AND NEITHER THE DEPOSITOR NOR ANY UNDERWRITER WILL HAVE ANY OBLIGATION TO SUCH PROSPECTIVE INVESTOR TO DELIVER ANY PORTION OF THE CERTIFICATES THAT SUCH PROSPECTIVE INVESTOR HAS COMMITTED TO PURCHASE, AND THERE WILL BE NO LIABILITY BETWEEN THE UNDERWRITERS, THE DEPOSITOR OR ANY OF THEIR RESPECTIVE AGENTS OR AFFILIATES, ON THE ONE HAND, AND SUCH PROSPECTIVE INVESTOR, ON THE OTHER HAND, AS A CONSEQUENCE OF THE NON-DELIVERY.
 
EACH PROSPECTIVE INVESTOR HAS REQUESTED THAT THE UNDERWRITERS PROVIDE TO SUCH PROSPECTIVE INVESTOR INFORMATION IN CONNECTION WITH SUCH PROSPECTIVE INVESTOR’S CONSIDERATION OF THE PURCHASE OF CERTAIN OFFERED CERTIFICATES DESCRIBED IN THESE MATERIALS. THESE MATERIALS ARE BEING PROVIDED TO EACH PROSPECTIVE INVESTOR FOR INFORMATION PURPOSES ONLY IN RESPONSE TO SUCH PROSPECTIVE INVESTOR’S SPECIFIC REQUEST, THE UNDERWRITERS DESCRIBED IN THESE MATERIALS MAY FROM TIME TO TIME PERFORM INVESTMENT BANKING SERVICES FOR, OR SOLICIT INVESTMENT BANKING BUSINESS FROM, ANY COMPANY NAMED IN THESE MATERIALS. THE UNDERWRITERS AND/OR THEIR RESPECTIVE EMPLOYEES MAY FROM TIME TO TIME HAVE A LONG OR SHORT POSITION IN ANY SECURITY OR CONTRACT DISCUSSED IN THESE MATERIALS.
 
THE INFORMATION CONTAINED IN THIS FREE WRITING PROSPECTUS SUPERSEDES ANY PREVIOUS SUCH INFORMATION DELIVERED TO ANY PROSPECTIVE INVESTOR AND WILL BE SUPERSEDED BY INFORMATION DELIVERED TO SUCH PROSPECTIVE INVESTOR PRIOR TO THE TIME OF SALE.
 
THIS FREE WRITING PROSPECTUS DOES NOT CONTAIN ALL INFORMATION THAT IS REQUIRED TO BE INCLUDED IN THE PROSPECTUS AND THE PROSPECTUS SUPPLEMENT.
 
 
S-11

 
 
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS FREE WRITING PROSPECTUS 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 free writing prospectus, which describes the specific terms of the offered certificates. References in the accompanying prospectus to “prospectus supplement” should, in general, be treated as references to this free writing prospectus insofar as they relate to the certificates offered by this free writing prospectus.
 
You should rely only on the information contained in this free writing prospectus and the prospectus. We have not authorized anyone to provide you with information that is different from that contained in this free writing prospectus and the prospectus. The information contained in this free writing prospectus is accurate only as of the date of this free writing prospectus.
 
This free writing prospectus begins with several introductory sections describing the certificates and the trust in abbreviated form:
 
Summary of Certificates, commencing on page S-3 of this free writing prospectus, which sets forth important statistical information relating to the certificates;
 
Summary of Terms, commencing on page S-17 of this free writing prospectus, which gives a brief introduction of the key features of the certificates and a description of the underlying mortgage loans; and
 
Risk Factors, commencing on page S-61 of this free writing prospectus, which describe risks that apply to the certificates which are in addition to those described in the prospectus with respect to the securities issued by the trust generally.
 
This free writing prospectus 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 free writing prospectus and the prospectus identify the pages where these Sections are located.
 
Certain capitalized terms are defined and used in this free writing prospectus and the prospectus to assist you in understanding the terms of the offered certificates and this offering. The capitalized terms used in this free writing prospectus are defined on the pages indicated under the caption “Index of Defined Terms” commencing on page S-389 of this free writing prospectus. The capitalized terms used in the prospectus are defined on the pages indicated under the caption “Index of Defined Terms” commencing on page 132 of the prospectus.
 
All annexes and schedules attached to this free writing prospectus are a part of this free writing prospectus.
 
In this free writing prospectus, the terms “depositor,” “we,” “us” and “our” refer to J.P. Morgan Chase Commercial Mortgage Securities Corp.
 
This free writing prospectus is not an offer to sell or a solicitation of an offer to buy these securities in any state or other jurisdiction where such offer, solicitation or sale is not permitted.

 
 
S-12

 
 
EUROPEAN ECONOMIC AREA
 
THIS FREE WRITING PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF CERTIFICATES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A “RELEVANT MEMBER STATE”)  WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE (AS DEFINED BELOW) FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF CERTIFICATES. ACCORDINGLY ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THAT RELEVANT MEMBER STATE OF CERTIFICATES WHICH ARE THE SUBJECT OF AN OFFERING CONTEMPLATED IN THIS FREE WRITING PROSPECTUS AS COMPLETED BY FINAL TERMS IN RELATION TO THE OFFER OF THOSE CERTIFICATES MAY ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE DEPOSITOR, THE ISSUING ENTITY OR AN UNDERWRITER TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE IN RELATION TO SUCH OFFER.
 
NONE OF THE DEPOSITOR, THE ISSUING ENTITY OR ANY OF THE UNDERWRITERS HAS AUTHORIZED, NOR DOES ANY OF THEM AUTHORIZE, THE MAKING OF ANY OFFER OF CERTIFICATES IN CIRCUMSTANCES IN WHICH AN OBLIGATION ARISES FOR THE DEPOSITOR, THE ISSUING ENTITY OR AN UNDERWRITER TO PUBLISH OR SUPPLEMENT A PROSPECTUS FOR SUCH OFFER.
 
FOR THE PURPOSES OF THIS PROVISION AND THE PROVISION IMMEDIATELY BELOW, THE EXPRESSION “PROSPECTUS DIRECTIVE”  MEANS DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE AND THE EXPRESSION “2010 PD AMENDING DIRECTIVE”  MEANS DIRECTIVE 2010/73/EU.
 
EUROPEAN ECONOMIC AREA SELLING RESTRICTIONS
 
IN RELATION TO EACH 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, IT HAS NOT MADE AND WILL NOT MAKE AN OFFER OF THE CERTIFICATES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS FREE WRITING PROSPECTUS TO THE PUBLIC IN THAT RELEVANT MEMBER STATE OTHER THAN:
 
(A)      TO ANY LEGAL ENTITY WHICH IS A “QUALIFIED INVESTOR” AS DEFINED IN THE PROSPECTUS DIRECTIVE;
 
(B)      TO FEWER THAN 100 OR, IF THE RELEVANT MEMBER STATE HAS IMPLEMENTED THE RELEVANT PROVISION OF THE 2010 PD AMENDING DIRECTIVE, 150, NATURAL OR LEGAL PERSONS (OTHER THAN “QUALIFIED INVESTORS” AS DEFINED IN THE PROSPECTUS DIRECTIVE) SUBJECT TO OBTAINING THE PRIOR CONSENT OF THE RELEVANT UNDERWRITER OR UNDERWRITERS NOMINATED BY THE ISSUING ENTITY FOR ANY SUCH OFFER; OR
 
(C)      IN ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE;
 
PROVIDED THAT NO SUCH OFFER OF THE OFFERED CERTIFICATES REFERRED TO IN CLAUSES (A) TO (C) ABOVE SHALL REQUIRE THE DEPOSITOR, THE ISSUING ENTITY OR ANY UNDERWRITER TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.
 
 
S-13

 
 
FOR THE PURPOSES OF THE PRIOR PARAGRAPH, THE EXPRESSION AN “OFFER OF THE CERTIFICATES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS FREE WRITING PROSPECTUS TO THE PUBLIC” IN RELATION TO ANY OFFERED CERTIFICATE 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 TO THE OFFERED CERTIFICATES, AS THE SAME MAY BE VARIED IN THAT RELEVANT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT RELEVANT MEMBER STATE.
 
NOTICE TO RESIDENTS OF THE UNITED KINGDOM
 
THE ISSUING ENTITY MAY CONSTITUTE A “COLLECTIVE INVESTMENT SCHEME” AS DEFINED BY SECTION 235 OF THE FSMA THAT IS NOT A “RECOGNIZED COLLECTIVE INVESTMENT SCHEME” FOR THE PURPOSES OF THE FSMA AND THAT HAS NOT BEEN AUTHORIZED OR OTHERWISE APPROVED. AS AN UNREGULATED SCHEME, THE OFFERED CERTIFICATES CANNOT BE MARKETED IN THE UNITED KINGDOM TO THE GENERAL PUBLIC, EXCEPT IN ACCORDANCE WITH THE FSMA.
 
THE DISTRIBUTION OF THIS FREE WRITING PROSPECTUS (A) IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 (THE “FINANCIAL PROMOTION ORDER”) , OR (III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL PROMOTION ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “FPO PERSONS” ); AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 14(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001 (THE “PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER”) , OR (III) ARE PERSONS FALLING WITHIN ARTICLE 22(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “PCIS PERSONS”  AND, TOGETHER WITH THE FPO PERSONS, THE “RELEVANT PERSONS”) .
 
THIS FREE WRITING PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS FREE WRITING PROSPECTUS RELATES, INCLUDING THE OFFERED CERTIFICATES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. ANY PERSONS OTHER THAN RELEVANT PERSONS SHOULD NOT ACT OR RELY ON THIS FREE WRITING PROSPECTUS.
 
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.
 
 
S-14

 
 
UNITED KINGDOM SELLING RESTRICTIONS
 
EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT:
 
(A) 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 FINANCIAL SERVICES AND MARKETS ACT 2000 (“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 ISSUING ENTITY OR THE DEPOSITOR; AND
 
(B) 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.
 
HONG KONG
 
THIS FREE WRITING PROSPECTUS HAS NOT BEEN DELIVERED FOR REGISTRATION TO THE REGISTRAR OF COMPANIES IN HONG KONG AND THE CONTENTS OF THIS FREE WRITING PROSPECTUS HAVE NOT BEEN REVIEWED OR APPROVED BY ANY REGULATORY AUTHORITY IN HONG KONG. THIS FREE WRITING PROSPECTUS DOES NOT CONSTITUTE NOR INTEND TO BE AN OFFER OR INVITATION TO THE PUBLIC IN HONG KONG TO ACQUIRE THE OFFERED CERTIFICATES.
 
EACH UNDERWRITER HAS REPRESENTED, WARRANTED AND AGREED THAT: (1) IT HAS NOT OFFERED OR SOLD AND WILL NOT OFFER OR SELL IN HONG KONG, BY MEANS OF ANY DOCUMENT, ANY OFFERED CERTIFICATES (EXCEPT FOR CERTIFICATES WHICH ARE A “STRUCTURED PRODUCT” AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) (THE “SFO”) OF HONG KONG) OTHER THAN (A) TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SFO AND ANY RULES MADE UNDER THE SFO; OR (B) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN THE DOCUMENT BEING A “PROSPECTUS” AS DEFINED IN THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32) (THE “C(WUMP)O”) OF HONG KONG OR WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE C(WUMP)O; AND (2) IT HAS NOT ISSUED OR HAD IN ITS POSSESSION FOR THE PURPOSES OF ISSUE, AND WILL NOT ISSUE OR HAVE IN ITS POSSESSION FOR THE PURPOSES OF ISSUE, WHETHER IN HONG KONG OR ELSEWHERE, ANY ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE OFFERED CERTIFICATES, WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC OF HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO CERTIFICATES WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SFO AND ANY RULES MADE UNDER THE SFO.
 
W A R N I N G
 
THE CONTENTS OF THIS FREE WRITING PROSPECTUS HAVE NOT BEEN REVIEWED OR APPROVED BY ANY REGULATORY AUTHORITY IN HONG KONG. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS FREE WRITING PROSPECTUS, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.
 
SINGAPORE
 
THIS FREE WRITING PROSPECTUS HAS NOT BEEN AND WILL NOT BE REGISTERED AS A PROSPECTUS WITH THE MONETARY AUTHORITY OF SINGAPORE. ACCORDINGLY, THIS FREE WRITING PROSPECTUS AND ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE
 
 
S-15

 
 
OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF THE OFFERED CERTIFICATES MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY THE OFFERED CERTIFICATES BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN (I) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 UNDER THE SECURITIES AND FUTURES ACT, CHAPTER 289 OF SINGAPORE (THE “SFA”), (II) TO A RELEVANT PERSON (AS DEFINED IN SECTION 275(2) OF THE SFA), OR ANY PERSON PURSUANT TO SECTION 275(1A) OF THE SFA, IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275 OF THE SFA OR (III) OTHERWISE PURSUANT TO, AND IN ACCORDANCE WITH THE CONDITIONS OF, ANY OTHER APPLICABLE PROVISION OF THE SFA.
 
WHERE THE OFFERED CERTIFICATES ARE SUBSCRIBED OR PURCHASED UNDER SECTION 275 OF THE SFA BY A RELEVANT PERSON WHICH IS: (A) A CORPORATION (WHICH IS NOT AN ACCREDITED INVESTOR (AS DEFINED IN SECTION 4A OF THE SFA)) THE SOLE BUSINESS OF WHICH IS TO HOLD INVESTMENTS AND THE ENTIRE SHARE CAPITAL OF WHICH IS OWNED BY ONE OR MORE INDIVIDUALS, EACH OF WHOM IS AN ACCREDITED INVESTOR; OR (B) A TRUST (WHERE THE TRUSTEE IS NOT AN ACCREDITED INVESTOR) WHOSE SOLE PURPOSE IS TO HOLD INVESTMENTS AND EACH BENEFICIARY IS AN ACCREDITED INVESTOR, SHARES, DEBENTURES AND UNITS OF SHARES AND DEBENTURES OF THAT CORPORATION OR THE BENEFICIARIES’ RIGHTS AND INTEREST (HOWSOEVER DESCRIBED) IN THAT TRUST SHALL NOT BE TRANSFERABLE FOR 6 MONTHS AFTER THAT CORPORATION OR THAT TRUST HAS ACQUIRED THE OFFERED CERTIFICATES UNDER SECTION 275 OF THE SFA EXCEPT: (1) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 OF THE SFA OR TO A RELEVANT PERSON (AS DEFINED IN SECTION 275(2) OF THE SFA), OR TO ANY PERSON PURSUANT TO AN OFFER THAT IS MADE ON TERMS THAT SUCH SHARES, DEBENTURES AND UNITS OF SHARES AND DEBENTURES OF THAT CORPORATION OR SUCH RIGHTS OR INTEREST IN THAT TRUST ARE ACQUIRED AT A CONSIDERATION OF NOT LESS THAN 200,000 SINGAPORE DOLLARS (OR ITS EQUIVALENT IN A FOREIGN CURRENCY) FOR EACH TRANSACTION, WHETHER SUCH AMOUNT IS TO BE PAID FOR IN CASH OR BY EXCHANGE OF SECURITIES OR OTHER ASSETS, AND FURTHER FOR CORPORATIONS, IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275(1A) OF THE SFA; (2) WHERE NO CONSIDERATION IS GIVEN FOR THE TRANSFER; (3) BY OPERATION OF LAW; OR (4) AS SPECIFIED IN SECTION 276(7) OF THE SFA.
 
JAPAN
 
THE OFFERED CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN, AS AMENDED (THE “FIEL”), AND DISCLOSURE UNDER THE FIEL HAS NOT BEEN AND WILL NOT BE MADE WITH RESPECT TO THE OFFERED CERTIFICATES. ACCORDINGLY, EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT IT HAS NOT, DIRECTLY OR INDIRECTLY, OFFERED OR SOLD AND WILL NOT, DIRECTLY OR INDIRECTLY, OFFER OR SELL ANY CERTIFICATES IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH TERM AS USED IN THIS FREE WRITING PROSPECTUS MEANS ANY PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR REOFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE FIEL AND OTHER RELEVANT LAWS, REGULATIONS AND MINISTERIAL GUIDELINES OF JAPAN. AS PART OF THIS OFFERING OF THE OFFERED CERTIFICATES, THE UNDERWRITERS MAY OFFER THE OFFERED CERTIFICATES IN JAPAN TO UP TO 49 OFFEREES IN ACCORDANCE WITH THE ABOVE PROVISIONS.
 
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SUMMARY OF TERMS
 
   
           This summary highlights selected information from this free writing prospectus. It does not contain all of the information you need to consider in making your investment decision. To understand all of the terms of the offering of the offered certificates, read this entire document and the accompanying prospectus carefully. 
   
 Relevant Parties and Dates 
     
 Depositor 
J.P. Morgan Chase Commercial Mortgage Securities Corp., a Delaware corporation, a wholly-owned subsidiary of JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States of America, which is a wholly-owned subsidiary of JPMorgan Chase & Co., a Delaware corporation. The depositor’s address is 383 Madison Avenue, 31st Floor, New York, New York 10179, and its telephone number is (212) 272-6858. See “Transaction Parties—The Depositor” in this free writing prospectus.
 
     
 Issuing Entity 
JPMBB Commercial Mortgage Securities Trust 2014-C26, a New York common law trust, to be established on the closing date under the pooling and servicing agreement. For more detailed information, see “Transaction Parties—The Trust” in this free writing prospectus.
 
     
 Mortgage Loan Sellers 
JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States of America, Column Financial, Inc., a Delaware corporation, Barclays Bank PLC, a public limited company registered in England and Wales, Redwood Commercial Mortgage Corporation, a Delaware corporation, General Electric Capital Corporation, a Delaware corporation and RAIT Funding, LLC, a Delaware limited liability company.  JPMorgan Chase Bank, National Association is also an affiliate of each of the depositor and J.P. Morgan Securities LLC, one of the underwriters and an initial purchaser of the non-offered certificates. Column Financial, Inc. is an affiliate of Credit Suisse Securities (USA) LLC, one of the underwriters and an initial purchaser of certain of the non-offered certificates. Barclays Bank PLC is an affiliate of Barclays Capital Inc., one of the underwriters and an initial purchaser of certain of the non-offered certificates. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers” in this free writing prospectus.
 
               
  Sellers of the Mortgage Loans 
          
  Seller Number of Mortgage Loans 
Aggregate
Principal Balance
of Mortgage Loans
 
Approx. % of
Initial Pool
Balance
 
  JPMCB 19   $535,590,750  36.9% 
  Column Financial 12    304,654,404  21.0  
  Barclays 12    273,628,152  18.9  
  RCMC 10    158,546,099  10.9  
  GECC 8    103,096,851  7.1  
  RAIT 8    74,090,617  5.1  
  Total 69   $1,449,606,872  100.0% 
     
 Master Servicer Midland Loan Services, a Division of PNC Bank, National Association will be the master servicer and will be responsible for 
     
 
 
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the master servicing and administration of the mortgage loans, the serviced whole loans and the HOW trust subordinate companion loan, pursuant to the pooling and servicing agreement. The master servicing office of Midland Loan Services, a Division of PNC Bank, National Association, is located at 10851 Mastin Street, Building 82, Suite 300, Overland Park, Kansas 66210 and its telephone number is (913) 253-9000.  See “Transaction Parties—The Master Servicer and the Special Servicer” in this free writing prospectus.
 
     
   
The Florida Multifamily Portfolio whole loan will be serviced under the pooling and servicing agreement entered into in connection with the issuance of the JPMBB Commercial Mortgage Securities Trust 2014-C25, Commercial Mortgage Pass-Through Certificates, Series 2014-C25.  The master servicer of the Florida Multifamily Portfolio whole loan under the JPMBB 2014-C25 pooling and servicing agreement is Wells Fargo Bank, National Association.  See “Description of the Mortgage PoolThe Whole Loans—The Florida Multifamily Portfolio Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Florida Multifamily Portfolio Mortgage Loan” in this free writing prospectus.
 
     
 Special Servicer 
Midland Loan Services, a Division of PNC Bank, National Association will act as special servicer with respect to the mortgage loans, the serviced whole loans and the HOW trust subordinate companion loan. The special servicer will be primarily responsible for (i) making decisions and performing certain servicing functions with respect to the mortgage loans, the serviced whole loans and the HOW trust subordinate companion loan that, in general, are in default or as to which default is imminent and (ii) in certain circumstances, reviewing, evaluating and providing or withholding consent as to certain major decisions and other transactions relating to such mortgage loans, serviced whole loans and the HOW trust subordinate companion loan, as applicable, that are non-specially serviced mortgage loans pursuant to the pooling and servicing agreement for this transaction. Midland Loan Services, a Division of PNC Bank, National Association was appointed to be the special servicer by BlackRock Realty Advisors, Inc. BlackRock Realty Advisors, Inc. on behalf of one or more managed funds or accounts is expected to purchase the Class X-E, Class X-F, Class X-NR, Class E, Class F and Class NR certificates (and may on behalf of one or more managed funds or accounts purchase other classes of certificates), and is expected to be the initial directing certificateholder. The principal servicing office of Midland Loan Services, a Division of PNC Bank, National Association is located at 10851 Mastin Street, Building 82, Suite 300, Overland Park, Kansas 66210. See “Transaction Parties—The Master Servicer and the Special Servicer” in this free writing prospectus.
 
     
   Midland Loan Services, a Division of PNC Bank, National Association, the master servicer and the special servicer, is an affiliate of BlackRock Realty Advisors, Inc. Midland Loan Services, a Division of PNC Bank, National Association assisted 
     
 
 
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   BlackRock Realty Advisors, Inc. with due diligence relating to the mortgage loans to be included in the mortgage pool. 
     
   
The Florida Multifamily Portfolio whole loan will be specially serviced under the JPMBB 2014-C25 pooling and servicing agreement. The special servicer of the Florida Multifamily Portfolio whole loan under the JPMBB 2014-C25 pooling and servicing agreement is Rialto Capital Advisors, LLC. The primary servicing office of Rialto Capital Advisors, LLC is located at 790 NW 107th Avenue, 4th Floor, Miami, Florida 33172 and its telephone number is (305) 485-2077. See “Description of the Mortgage PoolThe Whole Loans—The Florida Multifamily Portfolio Whole Loan” and “Servicing of the Mortgage LoansServicing of the Florida Multifamily Portfolio Mortgage Loan” in this free writing prospectus.
 
     
 Trustee 
Wells Fargo Bank, National Association, a national banking association, will act as trustee.  The corporate trust office of Wells Fargo Bank, National Association is located at 9062 Old Annapolis Road, Columbia, Maryland 21045. See “Transaction Parties—The Trustee” in this free writing prospectus. Following the transfer of the mortgage loans and the HOW trust subordinate companion loan into the trust, the trustee, on behalf of the trust, will become the mortgagee of record under each mortgage loan and the HOW trust subordinate companion loan, except for the Florida Multifamily Portfolio mortgage loan, for which Wilmington Trust, National Association, in its capacity as trustee under the JPMBB 2014-C25 pooling and servicing agreement, is the mortgagee of record under the JPMBB Commercial Mortgage Securities Trust 2014-C25 securitization.
 
     
 Certificate Administrator   
 and Custodian 
Wells Fargo Bank, National Association, a national banking association, will initially act as certificate administrator, custodian, certificate registrar and authenticating agent. The corporate trust offices of Wells Fargo Bank, National Association are located at 9062 Old Annapolis Road, Columbia, Maryland 21045 and for certificate transfer services, at Sixth Street & Marquette Avenue, Minneapolis, Minnesota 55479-0113.  See “Transaction PartiesThe Certificate Administrator” in this free writing prospectus.
 
     
   The custodian with respect to the Florida Multifamily Portfolio mortgage loan is Wells Fargo Bank, National Association, the custodian under the JPMBB 2014-C25 pooling and servicing agreement. 
     
 Sponsors 
JPMorgan Chase Bank, National Association, a national banking association, Column Financial, Inc., a Delaware corporation, Barclays Bank PLC, a public limited company registered in England and Wales, Redwood Commercial Mortgage Corporation, a Delaware corporation, General Electric Capital Corporation, a Delaware corporation and RAIT Funding, LLC, a Delaware limited liability company. For more information, see “Transaction Parties—The Sponsors and Mortgage Loan Sellers” in this free writing prospectus and “The Sponsor” in the prospectus.
 
     
 
 
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 Senior Trust Advisor 
Pentalpha Surveillance LLC, a Delaware limited liability company, will be the senior trust advisor. During such time as (x) the Class E certificates have a certificate balance (taking into account the application of appraisal reductions to notionally reduce the certificate balance of such class of certificates) of less than 25% of the initial certificate balance of the Class E certificates or (y) a holder of the Class E certificates is the majority controlling class certificateholder and has irrevocably waived its right to exercise any of its rights as the controlling class certificateholder and such rights have not been reinstated to a successor controlling class certificateholder, the senior trust advisor will generally be required to review the special servicer’s operational practices in respect of specially serviced mortgage loans to formulate an opinion as to whether or not those operational practices generally satisfy the servicing standard with respect to the resolution and/or liquidation of specially serviced mortgage loans. In addition, during such time, the senior trust advisor will consult on a non-binding basis with the special servicer with regard to certain matters with respect to the servicing of specially serviced mortgage loans to the extent set forth in the pooling and servicing agreement and described in this free writing prospectus. See “Transaction Parties—The Senior Trust Advisor” in this free writing prospectus.
 
     
   
From time to time and under certain circumstances, the senior trust advisor, in order to maintain its familiarity with the mortgage loans, is required to review promptly certain information available to privileged persons regarding the mortgage loans and certain asset status reports; however, prior to the occurrence of a control event, the senior trust advisor generally will not be involved in any assessment of specific actions of the special servicer or be obligated to deliver any reports or otherwise provide feedback to investors as to any specific actions of the special servicer and, in any event, will be subject to limitations set forth in the pooling and servicing agreement and described in this free writing prospectus.
 
     
   
After the occurrence and continuance of a control event, the senior trust advisor will prepare an annual report to be provided to the certificate administrator for the benefit of the certificateholders setting forth its assessment of the special servicer’s performance of its duties under the pooling and servicing agreement on a “platform-level basis” with respect to the resolution and liquidation of specially serviced mortgage loans that the special servicer is responsible for servicing under the pooling and servicing agreement; provided, however, that in the event the special servicer is replaced, the senior trust advisor’s annual report will only relate to the entity that was acting as special servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such annual report. Only as used in connection with the senior trust advisor’s annual report, the term “platform-level basis” refers to the special servicer’s performance of its duties as they relate to the resolution and liquidation of specially serviced mortgage loans, taking into account the special servicer’s specific duties under the pooling and servicing agreement as
 
     
 
 
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   well as the extent to which those duties were performed in accordance with the servicing standard, with reasonable consideration by the senior trust advisor of any assessment of compliance report, attestation report, asset status report and other information delivered to the senior trust advisor by the special servicer (other than any communications between the directing certificateholder and the special servicer that would be privileged information) pursuant to the pooling and servicing agreement for this transaction. 
     
   
After the occurrence of a consultation termination event, if the senior trust advisor determines the special servicer is not performing its duties as required under the pooling and servicing agreement or is otherwise not acting in accordance with the servicing standard, the senior trust advisor may recommend the replacement of the special servicer as described under “Transaction Parties—Replacement of the Special Servicer” in this free writing prospectus.
 
     
   
For additional information regarding the responsibilities of the senior trust advisor, see “Servicing of the Mortgage Loans—The Senior Trust Advisor” in this free writing prospectus.
 
     
   
The senior trust advisor will be entitled to a fee payable on each distribution date calculated on the outstanding principal amount of each mortgage loan in the trust fund and the senior trust advisor fee rate, and will have certain rights to indemnification for certain expenses by the trust fund. The senior trust advisor will also be entitled under certain circumstances to a consulting fee. See “Servicing of the Mortgage Loans—The Senior Trust Advisor” in this free writing prospectus.
 
     
   
Notwithstanding the foregoing, the senior trust advisor will generally have no obligations or consultation rights under the pooling and servicing agreement for this transaction with respect to the Florida Multifamily Portfolio whole loan or any related REO property.  However, Pentalpha Surveillance LLC is also the senior trust advisor under the JPMBB 2014-C25 pooling and servicing agreement, and, in such capacity, has certain obligations and consultation rights with respect to the Florida Multifamily Portfolio whole loan that are substantially similar to those of the senior trust advisor under the pooling and servicing agreement for this transaction. See “Description of the Mortgage PoolThe Whole Loans—The Florida Multifamily Portfolio Whole Loan” in this free writing prospectus.
 
     
   
Furthermore, prior to the occurrence and continuance of a control appraisal period with respect to the HOW trust subordinate companion loan, the senior trust advisor will have no obligations or consultation rights under the pooling and servicing agreement for this transaction with respect to the 543 Howard whole loan.  See “Description of the Mortgage Pool—The 543 Howard Whole Loan” in this free writing prospectus.
 
     
 Directing Certificateholder With respect to each mortgage loan (other than the non-serviced mortgage loan, and other than the 543 Howard mortgage loan until a control appraisal period occurs and is continuing under 
     
 
 
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the related intercreditor agreement), the directing certificateholder will be the controlling class certificateholder (or its representative) selected by more than 50% of the controlling class certificateholders (by certificate balance, as certified by the certificate registrar from time to time as provided for in the pooling and servicing agreement); provided, however, that (1) absent that selection, or (2) until a directing certificateholder is so selected or (3) upon receipt of a notice from a majority of the controlling class certificateholders, by certificate balance, that a directing certificateholder is no longer designated, the controlling class certificateholder that owns the largest aggregate certificate balance of the controlling class (or its representative) will be the directing certificateholder; provided, however, that in the case of this clause (3), in the event that no one holder owns the largest aggregate certificate balance of the controlling class, then there will be no directing certificateholder until appointed in accordance with the terms of the pooling and servicing agreement.
 
     
   
The controlling class will be the most subordinate class of the Class E, Class F and Class NR certificates then outstanding that has an aggregate certificate balance, as notionally reduced by any appraisal reductions allocable to such class, at least equal to 25% of the initial certificate balance of that class; provided, however, that during such time as the Class E certificates would be the controlling class, the holders of such certificates will have the right to irrevocably waive their right to appoint a directing certificateholder or to exercise any of the rights of the controlling class certificateholder (including the consent and consultation rights described below). No class of certificates, other than as described above, will be eligible to act as the controlling class or appoint a directing certificateholder.
 
     
   
The directing certificateholder will have certain consent and consultation rights under the pooling and servicing agreement in certain circumstances with respect to the mortgage loans (other than (i) the non-serviced mortgage loan and (ii) the 543 Howard mortgage loan unless a control appraisal period is continuing under the related intercreditor agreement); provided that, after and during such time as the Class E certificates have a certificate balance (taking into account the application of appraisal reductions to notionally reduce the certificate balance of such class of certificates) of less than 25% of the initial certificate balance, the consent rights will terminate. After such time that none of the Class E, Class F and Class NR certificates has a then-outstanding certificate balance at least equal to 25% of the initial certificate balance of that class without regard to the application of any appraisal reductions, the consultation rights of the directing certificateholder will terminate.
 
     
   With respect to the HOW trust subordinate companion loan, during such time as the holder of the Class HOW certificates (as the holder of a beneficial interest in the HOW trust subordinate companion loan) is no longer permitted to exercise control or consultation rights under the related intercreditor agreement, the directing certificateholder will generally have the same consent 
     
 
 
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and consultation right with respect to the 543 Howard mortgage loan as it does for the other mortgage loans in the pool. See “Description of the Mortgage Pool—The 543 Howard Whole Loan” in this free writing prospectus.
 
     
   
It is anticipated that BlackRock Realty Advisors, Inc. on behalf of one or more managed funds or accounts will purchase the Class X-E, Class X-F, Class X-NR, Class E, Class F and Class NR certificates (and may purchase certain other classes of certificates) and, on the closing date, is expected to be the initial directing certificateholder with respect to each mortgage loan (other than (i) the non-serviced mortgage loan and (ii) the 543 Howard mortgage loan unless a control appraisal period is continuing under the related intercreditor agreement); however, we cannot assure you that arrangement will continue. See “Risk Factors—Potential Conflicts of Interest—Potential Conflicts of Interest of the Directing Certificateholder” in this free writing prospectus.
 
     
   
An affiliate of RREF II CMBS AIV, LP, the directing certificateholder under the JPMBB 2014-C25 pooling and servicing agreement, will have certain consent and consultation rights with respect to the Florida Multifamily Portfolio whole loan, which rights are substantially similar, but not identical, to those of the directing certificateholder under the pooling and servicing agreement for this securitization, subject to similar appraisal mechanics. See “Description of the Mortgage Pool—The Whole Loans—The Florida Multifamily Portfolio Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Florida Multifamily Portfolio Mortgage Loan” in this free writing prospectus.
 
     
 Holders of the HOW   
 Certificates One (1) mortgage loan identified as “543 Howard” on Annex A-1 to this free writing prospectus, representing approximately 2.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is comprised of a senior note and the HOW trust subordinate companion loan (a subordinate interest in the related whole loan included in the trust and beneficially owned by the holders of the Class HOW certificates). The holders of the Class HOW certificates, as holders of a beneficial interest in the HOW trust subordinate companion loan, will have the right to purchase (without payment of any yield maintenance charge or prepayment premium) the 543 Howard mortgage loan under certain limited default circumstances. In addition, prior to the occurrence and continuance of a control appraisal period with respect to the HOW trust subordinate companion loan, the holders of the Class HOW certificates, acting through the Class HOW directing certificateholder, will have the right to cure certain defaults with respect to the 543 Howard mortgage loan and the right to approve certain modifications and consent to certain actions to be taken with respect to the 543 Howard mortgage loan under certain circumstances. The Class HOW directing certificateholder will also have the right under the related intercreditor agreement to replace the special servicer with respect to the 543 Howard mortgage loan at any time prior 
     
 
 
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to the occurrence and continuance of a control appraisal period with respect to the HOW trust subordinate companion loan, subject to the requirements provided for in the related intercreditor agreement. See “Description of the Mortgage Pool—The 543 Howard Whole Loan” and “Transaction Parties—Replacement of the Special Servicer” in this free writing prospectus.
 
     
   
Notwithstanding that the HOW trust subordinate companion loan is an asset of the trust and is being serviced by the master servicer and special servicer, generally, none of the master servicer, special servicer, the certificate administrator or trustee will exercise any rights granted the holders of the HOW trust subordinate companion loan under the related intercreditor agreement other than at the direction of the Class HOW directing certificateholder appointed by the holders of more than 50% of the certificate balance of the Class HOW certificates; provided, however, that the pooling and servicing agreement will provide that none of the master servicer, special servicer, the certificate administrator or trustee will be permitted to take any action at the direction of the holders of the Class HOW certificates that would cause it to violate applicable law, the related mortgage loan documents, the pooling and servicing agreement, including the servicing standard, the REMIC provisions of the Internal Revenue Code of 1986, as amended, or the related intercreditor agreement.
 
     
   Furthermore, none of the master servicer, special servicer or trustee will make any servicing advance in connection with the exercise of any cure rights or purchase rights granted to the holders of the HOW trust subordinate companion loan under the related intercreditor agreement. 
     
   The Class HOW directing certificateholder appointed by the holders of more than 50% of the certificate balance of the Class HOW certificates, will be entitled to exercise certain of the rights of the holders of the HOW trust subordinate companion loan under the related intercreditor agreement on behalf of the holders of the Class HOW certificates, as the beneficial owner of such certificates. 
     
   
In addition, it is anticipated that Redwood Commercial Mortgage Corporation, a Delaware corporation or its affiliate will purchase the Class HOW certificates, however, there can be no assurance that such party will continue to hold the Class HOW certificates. See “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties” in this free writing prospectus.
 
     
 Certain Affiliations JPMorgan Chase Bank, National Association and its affiliates have several roles in this transaction. J.P. Morgan Chase Commercial Mortgage Securities Corp. is the depositor and a wholly-owned subsidiary of JPMorgan Chase Bank, National Association. JPMorgan Chase Bank, National Association, Column Financial, Inc., Barclays Bank PLC, Redwood Commercial Mortgage Corporation, General Electric Capital Corporation and RAIT Funding, LLC, each have (or, as of the closing date, will have) originated, co-originated or acquired their 
     
 
 
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   respective mortgage loans (and with respect to Redwood Commercial Mortgage Corporation, the HOW Trust Subordinate Companion Loan) and will be selling them to the depositor. 
     
   JPMorgan Chase Bank, National Association is also an affiliate of J.P. Morgan Securities LLC, an underwriter for the offering of the offered certificates and an initial purchaser of the non-offered certificates. JPMorgan Chase Bank, National Association is also a sponsor. 
     
   
JPMorgan Chase Bank, National Association currently holds six (6) mezzanine loans related to six (6) mortgage loans identified as “1515 Market”, “Heron Lakes”, “Shaner Hotels Limited Service Portfolio”, “Marriott Fort Lauderdale”, “Florida Multifamily Portfolio” and “Renaissance Boca Raton” on Annex A-1 to this free writing prospectus, representing approximately 16.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date.  In addition, JPMorgan Chase Bank, National Association currently holds The Outlet Shoppes of the Bluegrass pari passu companion loan; however, JPMorgan Chase Bank, National Association expects to deposit The Outlet Shoppes of the Bluegrass pari passu companion loan into a future securitization.
 
     
   
Column Financial, Inc. currently holds the 500 Fifth Avenue pari passu companion loan and the St. Louis Premium Outlets pari passu companion loan; however, Column Financial, Inc. expects to deposit each such pari passu companion loan into one or more future securitizations.
 
     
   
Barclays Bank PLC, one of the sponsors and a mortgage loan seller, is an affiliate of Barclays Capital Inc., an underwriter for the offering of the offered certificates and an initial purchaser of certain of the non-offered certificates.  Barclays Bank PLC provides warehouse financing to RAIT CMBS Conduit II, LLC, an affiliate of RAIT Funding, LLC, one of the sponsors and a mortgage loan seller, through a repurchase facility.  Certain of the mortgage loans that RAIT Funding, LLC originated that will be included in the trust are subject to that repurchase facility.  See “Risk Factors—Potential Conflicts of Interest—Potential Conflicts of Interest of the Sponsors and Mortgage Loan Sellers” in this free writing prospectus.
 
     
   
Redwood Commercial Mortgage Corporation is an indirect wholly-owned subsidiary of Redwood Trust, Inc. Redwood Trust, Inc. will guarantee the performance of Redwood Commercial Mortgage Corporation’s obligations to repurchase or replace its respective mortgage loans for material breaches of representations and warranties or defective loan documentation under the circumstances described under “Description of the Mortgage Pool—Sale of Mortgage Loans; Mortgage File Delivery” and “—Representations and Warranties; Repurchases and Substitutions” in this free writing prospectus.  JPMorgan Chase Bank, National Association, provides warehouse financing to an affiliate of Redwood Commercial Mortgage Corporation through a repurchase facility.  The mortgage loans
 
     
 
 
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   intended to be included in the trust may be subject to that repurchase facility. 
     
   In addition, Redwood Commercial Mortgage Corporation is the holder of a mezzanine loan related to each of three (3) mortgage loans identified as “Eagle View Apartments”, “Eastwood Village Shopping Center” and “10 New Road” on Annex A-1 to this free writing prospectus, representing approximately 3.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. 
     
   In addition, it is anticipated that Redwood Commercial Mortgage Corporation or its affiliate will purchase the Class HOW certificates. 
     
   
RAIT Funding, LLC is a wholly-owned indirect subsidiary of RAIT Financial Trust.  RAIT Financial Trust will guarantee the performance of RAIT Funding, LLC’s obligations to repurchase or replace its respective mortgage loans for material breaches of representations and warranties or defective loan documentation under the circumstances described under “Description of the Mortgage Pool—Sale of Mortgage Loans; Mortgage File Delivery” and “—Representations and Warranties; Repurchases and Substitutions” in this free writing prospectus.
 
     
   In addition, RAIT Partnership, L.P., an affiliate of RAIT Funding, LLC, a sponsor and mortgage loan seller, is the holder of a mezzanine loan related to the mortgage loan identified as “Hampshire Park Apartments” on Annex A-1 to this free writing prospectus, representing approximately 0.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. 
     
   Column Financial, Inc., one of the sponsors and a mortgage loan seller, is an affiliate of Credit Suisse Securities (USA) LLC, an underwriter for the offering of the offered certificates and an initial purchaser of certain of the non-offered certificates.  In addition, Column Financial, Inc. provides warehouse financing to an affiliate of RAIT Funding, LLC, through a repurchase facility.  None of the mortgage loans intended to be included in the trust that RAIT Funding, LLC originated are subject to that repurchase facility. 
     
   Wells Fargo Bank, National Association is the interim custodian with respect to the mortgage loans that Column Financial, Inc. is contributing to the securitization. 
     
   Wells Fargo Bank, National Association is the trustee, the certificate administrator, the custodian, the certificate registrar and the 17g-5 information provider.  Wells Fargo Bank, National Association also serves as the custodian, the master servicer and the certificate administrator (among other functions) under the JPMBB 2014-C25 pooling and servicing agreement with respect to the Florida Multifamily Portfolio whole loan. 
     
   Midland Loan Services, a Division of PNC Bank, National Association, the master servicer and the special servicer, is an 
     
 
 
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   affiliate of BlackRock Realty Advisors, Inc. BlackRock Realty Advisors, Inc. on behalf of one or more managed funds or accounts is expected to be designated as the initial directing certificateholder. 
     
   Midland Loan Services, a Division of PNC Bank, National Association assisted BlackRock Realty Advisors, Inc. with due diligence relating to the mortgage loans to be included in the mortgage pool. 
     
   
These roles and other potential relationships may give rise to conflicts of interest as further described in this free writing prospectus under “Risk Factors—Potential Conflicts of Interest” in this free writing prospectus.
 
     
   
As described in “—Relevant Parties and Dates” above, each of the master servicer, the special servicer, the certificate administrator, the trustee and the senior trust advisor is also a service provider under one or more pooling and servicing agreements for different securitizations that govern the servicing and administration of the mortgage loans included in the trust but which will not be serviced under the pooling and servicing agreement for this transaction. These roles may create similar conflicts of interest as those described above.
 
     
 Cut-off Date With respect to each mortgage loan and the HOW trust subordinate companion loan, the related due date in December 2014, or with respect to any mortgage loan that has its first due date in January or February 2015, the earlier of the date that would have otherwise been the related due date in December 2014 and the origination date. 
     
 Closing Date On or about December 29, 2014. 
     
 Distribution Date 
The 4th business day following each determination date. The first distribution date will be in January 2015.
 
     
 Interest Accrual Period Interest will accrue on the offered certificates during the calendar month prior to the related distribution date. Interest will be calculated on the offered certificates assuming that each month has 30 days and each year has 360 days. 
     
 Due Period For any mortgage loan or the HOW trust subordinate companion loan and any distribution date, the period commencing on the day immediately following the due date for such mortgage loan in the month preceding the month in which that distribution date occurs and ending on and including the due date for such mortgage loan in the month in which that distribution date occurs. However, in the event that the last day of a due period (or applicable grace period) is not a business day, any periodic payments received with respect to the mortgage loans relating to that due period on the business day immediately following that last day will be deemed to have been received during that due period and not during any other due period. 
     
 
 
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 Determination Date The 11th calendar day of each month or, if the 11th calendar day is not a business day, then the business day immediately succeeding such 11th calendar day. 
     
 Record Date With respect to any distribution date, the last business day of the month preceding the month in which that distribution date occurs. 
     
 Assumed Final Distribution Date 
The assumed final distribution dates set forth below for each class have been determined on the basis of the assumptions described in “Description of the Certificates—Assumed Final Distribution Date; Rated Final Distribution Date” in this free writing prospectus:
 
     
 Class A-1October 2019 
 Class A-2January 2020 
 Class A-3November 2024 
 Class A-4December 2024 
 Class A-SBJuly 2024 
 Class X-ADecember 2024 
 Class X-BDecember 2024 
 Class A-SDecember 2024 
 Class BDecember 2024 
 Class CDecember 2024 
 Class ECDecember 2024 
    
 
 
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Transaction Overview
 
On the closing date, each sponsor will sell its respective mortgage loans and the HOW trust subordinate companion loan to the depositor, which will in turn deposit the mortgage loans and the HOW trust subordinate companion loan into the issuing entity, a common law trust created on the closing date. The trust, which will be the issuing entity, will be formed by a pooling and servicing agreement, to be entered into among the depositor, the master servicer, the special servicer, the certificate administrator, the trustee and the senior trust advisor. The master servicer will service the mortgage loans and the HOW trust subordinate companion loan (other than the specially serviced mortgage loans and any non-serviced mortgage loan) in accordance with the pooling and servicing agreement and provide the information to the certificate administrator necessary for the certificate administrator to calculate distributions and other information regarding the certificates.
 
The transfers of the mortgage loans from the sponsors to the depositor and from the depositor to the issuing entity in exchange for the offered certificates are illustrated below(1):
 
   
 
(flow chart)
 
    
 
(1) Although the HOW trust subordinate companion loan is an asset of the trust, amounts distributable to the HOW trust subordinate companion loan pursuant to its related intercreditor agreement will be payable only to the Class HOW certificates and therefore support only the Class HOW certificates.
 
   
 
 
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 Offered Certificates 
      
 General We are offering the following classes of commercial mortgage pass-through certificates as part of Series 2014-C26: 
      
   Class A-1 
      
   Class A-2 
      
   Class A-3 
      
   Class A-4 
      
   Class A-SB 
      
   Class X-A 
      
   Class X-B 
      
   Class A-S 
      
   Class B 
      
   Class C 
      
   Class EC 
     
   The certificates will consist of the above classes and the following classes that are not being offered by this free writing prospectus and the accompanying prospectus: Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class D, Class E, Class F, Class NR, Class HOW and Class R.  The certificates, other than the Class HOW certificates, are referred to in this free writing prospectus as the pooled certificates. 
     
   
The certificates will collectively represent beneficial ownership in the issuing entity, a trust created by J.P. Morgan Chase Commercial Mortgage Securities Corp. The trust’s assets will primarily be 69 fixed rate commercial mortgage loans secured by first mortgage liens on 93 mortgaged properties. The mortgage loans are comprised of (i) 64 mortgage loans (which have no related pari passu or subordinate interest secured by the related mortgaged property), (ii) four (4) mortgage loans represented by a pari passu portion of a split whole loan secured by the related mortgaged property or properties, and (iii) one (1) mortgage loan represented by a senior portion of a split whole loan and the HOW trust subordinate companion loan, which HOW trust subordinate companion loan is also an asset of the trust and each of such mortgage loan and the HOW trust subordinate companion loan is secured by the related mortgaged property. The HOW trust subordinate companion loan will be held as a separate asset of the trust, beneficial ownership of which will be represented by a separate class of certificates, the Class HOW certificates. The 543 Howard mortgage loan related to the HOW trust subordinate companion loan is separately an asset of the trust. Although the HOW trust subordinate companion loan is an asset of the trust, amounts distributable to the HOW trust subordinate companion loan pursuant to its related intercreditor agreement will be payable only to the Class HOW certificates.
 
     
   For purposes of the mortgage loan and pool composition data and other information contained in this free writing prospectus (including the annexes and statistical information), the above 
     
 
 
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described pari passu companion loans and the HOW trust subordinate companion loan are not reflected in this free writing prospectus, and the term “mortgage loan” does not include any pari passu companion loan or the HOW trust subordinate companion loan, unless otherwise expressly stated in this free writing prospectus. However,  with respect to each of the mortgage loans that is part of a whole loan, we generally present the loan-to-value ratio, debt service coverage ratio, debt yield and cut-off date balance per net rentable square foot, pad, room or unit, as applicable, in this free writing prospectus (including any tables, charts and information set forth on Annex A-1, A-2 and A-3) in a manner that takes account of that mortgage loan and its related pari passu companion loan.  Unless otherwise specifically indicated, all information presented in this free writing prospectus (including any tables, charts and information set forth on Annex A-1, A-2 and A-3) with respect to the 543 Howard mortgage loan is calculated without regard to the HOW trust subordinate companion loan.  Other than as specifically noted, the loan-to-value ratio, the debt service coverage ratio, debt yield and mortgage loan rate information for each mortgage loan is presented in this free writing prospectus without regard to any other indebtedness (whether or not secured by the related mortgaged property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future, in order to present statistics for the related mortgage loan without combination with the other indebtedness.  Whenever percentages and other information in this free writing prospectus 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 free writing prospectus.
 
     
 Certificate Balances and   
 Notional Amounts Your certificates will have the approximate aggregate initial certificate balance or notional amount set forth below, subject to a variance of plus or minus 5%: 
        
 Class A-1 $59,050,000 
 Class A-2 $211,650,000 
 Class A-3 $300,000,000 
 Class A-4 $337,579,000 
 Class A-SB $106,446,000 
 Class X-A $1,108,949,000 
 Class X-B $67,045,000 
 
Class A-S(1)
 $94,224,000 
 
Class B(1)
 $67,045,000 
 
Class C(1)
 $48,924,000 
 
Class EC(1)
 $210,193,000 
   
 (1)The initial certificate balance of any of the Class A-S, Class B or Class C certificates represents the principal balance of such class without giving effect to any exchange and conversion for Class EC certificates. The initial certificate balance of the Class EC certificates is equal to the aggregate of the initial certificate balances of the Class A-S, Class B and Class C certificates and represents the maximum principal balance of such class that could be issued in an exchange and conversion. In the event that none of the Class A-S, Class B and Class C certificates are converted to Class EC certificates, the Class EC certificate balance would be equal to zero. Other than for federal income tax purposes, any exchange of (i) a portion of
   
 
 
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    the Class A-S, Class B or Class C certificates will result in a conversion and reduction, on a dollar-for-dollar basis, of a proportionate share of each related component class of Class A-S, Class B and Class C certificates for, and an increase, on a dollar-for-dollar basis, of the certificate balance of the Class EC certificates, and (ii) any amount of the Class EC certificates will result in a conversion and reduction, on a dollar-for-dollar basis, of the certificate balance of the Class EC certificates converted and an increase, on a dollar-for-dollar basis, of a proportionate share of the related certificate balances of each class of Class A-S, Class B and Class C certificates. 
      
 Pass-Through Rates  
     
 A.Offered CertificatesYour 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 %  
   Class A-2 %  
   Class A-3 %  
   Class A-4 %  
   Class A-SB %  
   Class X-A %(1) 
   Class X-B %
(2)
 
   Class A-S %  
   Class B %  
   Class C %  
   Class EC 
N/A(3)
  
          
   (1)
The interest accrual amount on the Class X-A certificates will be calculated by reference to a notional amount equal to the aggregate of the certificate balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S certificates (calculated without giving effect to any exchange and conversion of any Class A-S certificates for Class EC certificates). The pass-through rate for the Class X-A certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S certificates weighted on the basis of their respective certificate balances immediately prior to that distribution date (calculated without giving effect to any exchange and conversion of any Class A-S certificates for Class EC certificates) as described under “Description of the Certificates—Distributions” in this free writing prospectus.
 
      
   (2)
The interest accrual amount on the Class X-B certificates will be calculated by reference to a notional amount equal to the certificate balance of the Class B certificates (calculated without giving effect to any exchange and conversion of any Class B certificates for Class EC certificates).  The pass-through rate for the Class X-B certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360 day year consisting of twelve 30-day months) for the related distribution date, over (b) the pass-through rate of the Class B certificates, as described under “Description of the Certificates—Distributions” in this free writing prospectus.
 
      
   (3)
The Class EC certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest that would otherwise be distributable on the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates.  The effective pass-through rate applicable to the Class EC certificates for the initial distribution date is approximately     % per annum.
 
        
 
B.
Class EC and     
  Exchangeable CertificatesExchangeable certificates (the Class A-S, Class B and Class C certificates), in the exchange proportion described in this free writing prospectus, may be converted in an exchange for 
        
 
 
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Class EC certificates. Conversely, Class EC certificates may be converted in an exchange for a proportionate interest in the exchangeable certificates (in the exchange proportion described in this free writing prospectus). The Class EC certificates will receive principal and interest that would otherwise have been payable on the portion of the exchangeable certificates that have been exchanged for such Class EC certificates. Any such allocations of principal and interest as between Class EC certificates, on the one hand, and exchangeable certificates, on the other hand, will have no effect on the principal or interest entitlements of any other class of certificates. Exchanges will be subject to various conditions that we describe in this free writing prospectus. See “Description of the Certificates—Exchanges of Exchangeable Certificates and Class EC Certificates” in this free writing prospectus for a description of the conversion and exchange procedures relating to the Class EC certificates and the exchangeable certificates. See also “Risk Factors—Risks Relating to the Exchangeable Certificates and Class EC Certificates” in this free writing prospectus.
 
      
 
C.
Interest Rate Calculation   
  Convention Interest on the offered certificates will be calculated based on a 360-day year consisting of twelve 30-day months, or a “30/360 basis”. 
      
    
For purposes of calculating the pass-through rates on the offered certificates (other than the Class EC certificates), the interest rate for each mortgage loan that accrues interest based on the actual number of days in each month and assuming a 360-day year, or an “actual/360 basis”, will be recalculated, if necessary, so that the amount of interest that would accrue at that recalculated rate in the applicable month, calculated on a 30/360 basis, will equal the amount of interest that is required to be paid on that mortgage loan in that month, subject to certain adjustments as described in “Description of the Certificates—Distributions—Pass-Through Rates” and “—Interest Distribution Amount” in this free writing prospectus.
 
      
 
D.
Servicing and   
  Administration Fees 
The master servicer and special servicer are entitled to a master servicing fee and a special servicing fee, respectively, from the interest payments on each mortgage loan (other than the non-serviced mortgage loan with respect to the special servicing fee only), each REO loan, each serviced companion loan and the HOW trust subordinate companion loan and, with respect to special servicing fees, if the related loan interest payments (or other collections in respect of the related loan or property) are insufficient, then from general collections on all mortgage loans. The servicing fee for each distribution date pursuant to the pooling and servicing agreement, which includes the master servicing fee and the portion of the servicing fee payable to any primary servicer, is calculated on the outstanding principal amount of each mortgage loan (including any REO loan and the non-serviced mortgage loan), the serviced companion loans and the HOW trust subordinate companion loan at the servicing fee rate equal to a per annum rate ranging from 0.0050% to
 
      
 
 
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0.0525%.  The special servicing fee for each distribution date is calculated based on the outstanding principal amount of each mortgage loan (other than any non-serviced mortgage loan), the HOW trust subordinate companion loan and any related serviced companion loan that is a specially serviced mortgage loan or REO loan, on a loan-by-loan basis at the special servicing fee rate equal to a per annum rate of 0.25%; provided that the special servicer will not be entitled to a special servicing fee with respect to any non-serviced mortgage loan, but with respect to the Florida Multifamily Portfolio mortgage loan, the special servicer under the JPMBB 2014-C25 pooling and servicing agreement will be entitled to a special servicing fee at a rate equal to the greater of a per annum rate of 0.25% and a per annum rate that would result in a special servicing fee of $3,500 for such loan for the related month. Any primary servicing fees or sub-servicing fees will be paid by the related master servicer or special servicer, respectively, out of the fees described above. The master servicer and special servicer are also entitled to additional fees and amounts, including income on the amounts held in certain accounts and certain permitted investments, liquidation fees and workout fees. See “Transaction PartiesServicing and Other Compensation and Payment of Expenses” in this free writing prospectus.
 
      
    
The certificate administrator fee for each distribution date is calculated on the outstanding principal amount of each mortgage loan (including any REO loan, the non-serviced mortgage loan and the HOW trust subordinate companion loan) in the trust fund at the certificate administrator fee rate equal to a per annum rate of 0.0031%. The trustee fee is payable by the certificate administrator from the certificate administrator fee. The senior trust advisor will be entitled to a fee on each distribution date calculated on the outstanding principal amount of each mortgage loan and REO Loan (including the specially serviced mortgage loans, the non-serviced mortgage loan and the HOW trust subordinate companion loan) in the trust fund and at the senior trust advisor fee rate, which will be a per annum rate of 0.0017%. The senior trust advisor will also be entitled under certain circumstances to a consulting fee. Fees payable by the trust to the master servicer, special servicer and senior trust advisor are generally payable prior to any distributions to certificateholders. See “Transaction Parties—Servicing and Other Compensation and Payment of Expenses” and “Servicing of the Mortgage Loans—The Senior Trust Advisor” in this free writing prospectus.
 
      
    
Additionally, with respect to each distribution date, an amount equal to the product of 0.0005% per annum multiplied by the outstanding principal amount of each mortgage loan, the HOW trust subordinate companion loan and any REO loan (but not any companion loan) in the trust will be payable to the Commercial Real Estate Finance Council as a license fee for use of their names and trademarks, including an investor reporting package. This fee will be payable prior to any distributions to certificateholders.
 
      
 
 
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 Distributions   
     
 
A.
Amount and Order of   
  Distributions On each distribution date, funds available for distribution from the mortgage loans (net of specified trust fees, reimbursements, expenses and yield maintenance charges or other prepayment premiums and excess interest) will be distributed to the pooled certificates in the following amounts and order of priority: 
      
    
First, Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates: To pay interest on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates, pro rata, in each case in accordance with their interest entitlements.
 
      
    
Second, Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB certificates: To the extent of funds allocated to principal and available for distribution: (a) first, to principal on the Class A-SB certificates, until the certificate balance of the Class A-SB certificates is reduced to the planned principal balance for the related distribution date set forth in Annex E to this free writing prospectus, (b) second, to principal on the Class A-1 certificates, until the certificate balance of the Class A-1 certificates has been reduced to zero, (c) third, to principal on the Class A-2 certificates, until the certificate balance of the Class A-2 certificates has been reduced to zero, (d) fourth, to principal on the Class A-3 certificates, until the certificate balance of the Class A-3 certificates has been reduced to zero, (e) fifth, to principal on the Class A-4 certificates until the certificate balance of the Class A-4 certificates has been reduced to zero and (f) sixth, to principal on the Class A-SB certificates, until the certificate balance of the Class A-SB certificates has been reduced to zero. If the certificate balance of each class of certificates other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB certificates has been reduced to zero as a result of the allocation of mortgage loan losses to those certificates, funds available for distributions of principal will be distributed to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB certificates, pro rata, without regard to the distribution priorities described above or the planned principal balance of the Class A-SB certificates.
 
      
    
Third, Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB certificates:  To reimburse the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB certificates, pro rata, for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by those classes.
 
      
    
Fourth, Class A-S certificates: To the Class A-S certificates as follows: (a) first, to interest on the Class A-S certificates, in an amount up to their interest entitlement; (b) second, to the extent of funds allocated to principal and available for distribution remaining after distributions in respect of principal to each class with a higher priority (in this case, the Class A-1, Class A-2,
 
      
 
 
S-35

 
 
      
    
Class A-3, Class A-4 and Class A-SB certificates), to principal on the Class A-S certificates, until the certificate balance of the Class A-S certificates has been reduced to zero; and (c) third, to reimburse the Class A-S certificates, for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that class.
 
      
    
Fifth, Class B certificates: To the Class B certificates in a manner analogous to the Class A-S certificates’ allocations of priority Fourth above.
 
      
    
Sixth, Class C certificates: To the Class C certificates in a manner analogous to the Class A-S certificates’ allocations of priority Fourth above.
 
      
    
Seventh, Non-offered certificates (other than the Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR and Class HOW certificates):  In the amounts and order of priority described in “Description of the Certificates—Distributions” in this free writing prospectus.
 
      
    On each distribution date, the Class EC certificates will receive, in the aggregate, the sum of the principal and interest and other amounts otherwise distributable to the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates and will similarly be allocated the realized losses and other shortfalls otherwise allocable to the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates. 
      
 
B.
Interest and Principal   
  Entitlements 
A description of the interest entitlement of each class of certificates (other than the Class HOW and Class R certificates) can be found in “Description of the Certificates—Distributions—Interest Distribution Amount” in this free writing prospectus.
 
      
    
A description of the amount of principal required to be distributed to each class of certificates entitled to principal on a particular distribution date (other than the Class HOW certificates) can be found in “Description of the Certificates—Distributions—Principal Distribution Amount” in this free writing prospectus.
 
      
 
C.
Yield Maintenance Charges,   
  Prepayment Premiums   
  and Excess Interest 
Yield maintenance charges and prepayment premiums with respect to the mortgage loans will be allocated to the certificates as described in “Description of the Certificates—Allocation of Yield Maintenance Charges and Prepayment Premiums” in this free writing prospectus.
 
      
    
For an explanation of the calculation of yield maintenance charges, see “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans” in this free writing prospectus.
 
      
    Yield maintenance charges received in respect of the HOW trust subordinate companion loan pursuant to the related intercreditor 
      
 
 
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    agreement will be distributed to the Class HOW certificates, and will not be allocated to the other classes of certificates. 
      
    On each distribution date, any excess interest collected in respect of a mortgage loan in the trust fund with an anticipated repayment date during the related collection period will be distributed to the holders of the Class NR certificates. This interest will not be available to provide credit support for other classes of certificates or offset any interest shortfalls. 
      
 
D.
General 
The chart below describes the manner in which the payment rights of certain classes of certificates will be senior or subordinate, as the case may be, to the payment rights of other classes of certificates. The chart shows the entitlement to receive principal and/or interest of certain classes of certificates (other than excess interest that accrues on each mortgage loan that has an anticipated repayment date) on any distribution date in descending order. It also shows the manner in which mortgage loan losses are allocated to certain classes of the certificates in ascending order (beginning with the non-offered pooled certificates, other than the Class R certificates); provided that, losses with respect to the 543 Howard whole loan will be allocated first to the HOW trust subordinate companion loan (and correspondingly, to the Class HOW certificates, until the certificate balance of such class is reduced to zero), then, to the pooled certificates entitled to distributions of principal in ascending order (beginning with the non-offered pooled certificates, other than the Class R certificates) as set forth in the chart below; provided, further, that no principal payments or mortgage loan losses will be allocated to the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR or Class R certificates, although principal payments and mortgage loan losses may reduce the notional amounts of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F or Class X-NR certificates and, therefore, the amount of interest they accrue.
 
      
    (flow chart) 
        
    (1)The Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates are interest-only certificates and the Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates are not offered by this free writing prospectus. 
    (2)
The Class A-S, Class B and Class C certificates may be exchanged for Class EC certificates in the manner described under Description of the Certificates—Exchanges of Exchangeable Certificates and Class EC Certificates” in this free writing prospectus.
 
    (3)Other than the Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR and Class R certificates. 
    (4)The Class HOW certificates will be allocated losses and shortfalls on the HOW trust subordinate companion loan first, and then losses and shortfalls will be allocated to the related mortgage loan. 
      
 
 
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    Other than the subordination of certain classes of certificates, as described above, no other form of credit enhancement will be available for the benefit of the holders of the offered certificates. 
      
    On each distribution date, the Class EC certificates will receive, in the aggregate, the sum of the principal and interest and other amounts otherwise distributable to the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates and will similarly be allocated any realized losses and other shortfalls otherwise allocable to the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates. 
      
    
Principal losses and principal payments, if any, on mortgage loans that are allocated to a class of certificates (other than the Class HOW, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR or Class R certificates) and principal losses and principal payments, if any, on the HOW trust subordinate companion loan allocated to the Class HOW certificates will reduce the certificate balance of that class of certificates; provided that no payments of principal on the HOW trust subordinate companion loan will be permitted until the related mortgage loan has been paid in full.
 
      
    The notional amount of the Class X-A certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S certificates (determined without giving effect to any exchange and conversion of any Class A-S certificates for Class EC certificates).  The notional amount of the Class X-B certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class B certificates (determined without giving effect to any exchange and conversion of any Class B certificates for Class EC certificates). The notional amount of the Class X-C certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class C certificates (determined without giving effect to any exchange and conversion of any Class C certificates for Class EC certificates).The notional amount of the Class X-D certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class D certificates. The notional amount of the Class X-E certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class E certificates. The notional amount of the Class X-F certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class F certificates.  The notional amount of the Class X-NR certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class NR certificates. 
      
    The Class HOW certificates will not be subordinate to any class of certificates, except to the extent of the subordination of the HOW trust subordinate companion loan to the 543 Howard mortgage loan as and to the extent set forth in the related intercreditor agreement. 
      
 
 
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See “Description of the Certificates” in this free writing prospectus.
 
      
 
E.
Shortfalls in Available Funds 
The following types of shortfalls in available funds will reduce distributions to the classes of certificates with the lowest payment priorities: shortfalls resulting from the payment of special servicing fees and other additional compensation that the special servicer is entitled to receive; shortfalls resulting from interest on advances made by the master servicer or the trustee (to the extent not covered by late payment charges or default interest paid by the related borrower); shortfalls resulting from the application of appraisal reductions to reduce principal and interest advances; shortfalls resulting from extraordinary expenses of the trust, including indemnification payments payable to the depositor, master servicer, special servicer, certificate administrator, trustee or senior trust advisor; shortfalls resulting from a modification of a mortgage loan’s interest rate or principal balance; and shortfalls resulting from other unanticipated or default-related expenses of the trust. Prepayment interest shortfalls on the mortgage loans that are not covered by certain compensating interest payments made by the master servicer are required to be allocated among the classes of certificates (other than the Class HOW, Class EC and Class R certificates), on a pro rata basis, to reduce the amount of interest payable on each such class of certificates to the extent described in this free writing prospectus.  The Class EC certificates will receive the sum of the interest that would otherwise be distributable to the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates, and will therefore bear the risk of prepayment interest shortfalls that would otherwise be allocated to such certificates. See “Description of the Certificates—Distributions—Priority” in this free writing prospectus.
 
      
    
Shortfalls in available funds resulting from any of the foregoing with respect to the 543 Howard whole loan will result first in a reduction in amounts distributable in accordance with the related intercreditor agreement in respect of the HOW trust subordinate companion loan, which will in turn reduce distributions in respect of the Class HOW certificates, and second in a reduction in amounts distributable in accordance with the related intercreditor agreement in respect of the 543 Howard mortgage loan, which will in turn reduce distributions in respect of the pooled certificates as described above. See “Description of the Mortgage Pool—The 543 Howard Whole Loan—Application of Payments” and “Yield and Maturity Considerations—Yield Considerations—Losses and Shortfalls” in this free writing prospectus.
 
      
 F.Excess Interest On each distribution date, any excess interest in respect of the increase in the interest rate on any mortgage loan with an anticipated repayment date after the related anticipated repayment date to the extent actually collected and applied as interest during a due period will be distributed to the holders of the Class NR certificates on the related distribution date. This excess interest will not be available to make distributions to any 
     
 
 
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   other class of certificates or to provide credit support for other classes of certificates or offset any interest shortfalls or to pay any other amounts to any other party under the pooling and servicing agreement. The Class NR certificates will be entitled to such distributions of excess interest notwithstanding any reduction of their related certificate balance to zero. 
     
 Advances   
      
 
A.
P&I Advances 
The master servicer is required to advance a delinquent periodic mortgage loan payment (unless the master servicer or the special servicer determines that the advance would be non-recoverable). Neither the master servicer nor the trustee will be required to advance balloon payments due at maturity in excess of the regular periodic payment, interest in excess of a mortgage loan’s regular interest rate, default interest, late payment charges, prepayment premiums or yield maintenance charges. The amount of the interest portion of any advance will be subject to reduction to the extent that an appraisal reduction of the related mortgage loan has occurred (and with respect to any mortgage loan that is part of a whole loan, to the extent such appraisal reduction amount is allocated to the related mortgage loan). See “Description of the Certificates—Advances” in this free writing prospectus. There may be other circumstances in which the master servicer will not be required to advance a full month of principal and/or interest. If the master servicer fails to make a required advance, the trustee will be required to make the advance, unless the trustee determines that the advance would be non-recoverable. See “Description of the Certificates—Advances” in this free writing prospectus. If an interest advance is made by the master servicer, the master servicer will not advance the portion of interest that constitutes its servicing fee, but will advance the portion of interest that constitutes the certificate administrator’s fee and the CREFC® license fee. See “Description of the Certificates—Advances” in this free writing prospectus. Neither the master servicer nor the trustee will make, or be permitted to make, any principal or interest advance with respect to any pari passu companion loan or the HOW trust subordinate companion loan.
 
      
 
B.
Property Protection Advances The master servicer may be required to make advances with respect to mortgage loans and the HOW trust subordinate companion loan that it is required to service to pay delinquent real estate taxes, assessments and hazard insurance premiums and similar expenses necessary to: 
      
    protect and maintain (and in the case of REO properties, lease and manage) the related mortgaged property; 
       
    maintain the lien on the related mortgaged property; and/or 
       
    enforce the related mortgage loan documents. 
      
    If the master servicer fails to make a required advance of this type, the trustee will be required to make this advance. Neither the master servicer nor the trustee is required to advance amounts determined by such party to be non-recoverable. See 
      
 
 
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Description of the Certificates—Advances” in this free writing prospectus.
 
      
    With respect to the Florida Multifamily Portfolio mortgage loan, the master servicer (and the trustee, as applicable), under the JPMBB 2014-C25 pooling and servicing agreement is required to, and the special servicer under the JPMBB 2014-C25 pooling and servicing agreement may, make similar advances with respect to delinquent real estate taxes, assessments and hazard insurance premiums as described above. 
      
    
None of the master servicer, special servicer or trustee will make or be permitted to make any advance in connection with the exercise of any cure rights or purchase rights granted to the holders of the HOW trust subordinate companion loan or any pari passu companion loan under the related intercreditor agreement. Those cure rights and purchase option rights will only be exercisable in accordance with the terms of the related intercreditor agreement, and, with respect to the 543 Howard whole loan, by the Class HOW directing certificateholder appointed by the holder or holders acting together of more than 50% of the certificate balance of the Class HOW certificates on behalf of all the holders of the Class HOW certificates.
 
      
 
C.
Interest on Advances 
The master 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 free writing prospectus. Interest accrued on outstanding advances may result in reductions in amounts otherwise payable on the certificates. Neither the master servicer nor the trustee will be entitled to interest on advances made with respect to principal and interest due on a mortgage loan until the related due date has passed and any grace period for late payments applicable to the mortgage loan has expired. See “Description of the Certificates—Advances” and “—Subordination; Allocation of Collateral Support Deficit” in this free writing prospectus.
 
      
    With respect to the non-serviced mortgage loan, the applicable makers of advances under the related pooling and servicing agreement will similarly be entitled to interest on advances. 
      
    The Mortgage Loans 
      
 The Mortgage Pool 
The trust’s primary assets will be 69 fixed rate commercial mortgage loans and the HOW trust subordinate companion loan, each evidenced by one or more promissory notes secured by first mortgages, deeds of trust, deeds to secure debt or similar security instruments on the fee and/or leasehold estate of the related borrower in 93 commercial, multifamily and manufactured housing properties. See “Description of the Mortgage Pool—Additional Debt” in this free writing prospectus.
 
      
    The aggregate principal balance of the mortgage loans as of the cut-off date will be approximately $1,449,606,872. The principal balance of the HOW trust subordinate companion loan related to 
      
 
 
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    the 543 Howard whole loan as of the cut-off date will be approximately $10,000,000. 
      
    Whole Loans 
      
    
In the case of the four (4) mortgage loans identified as “500 Fifth Avenue”, “St. Louis Premium Outlets”, “The Outlet Shoppes of the Bluegrass” and “Florida Multifamily Portfolio” on Annex A-1 to this free writing prospectus, representing approximately 6.9%, 3.3%, 3.1% and 1.5%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, each such mortgage loan is part of a split loan structure that also includes a pari passu companion loan.  Each such mortgage loan is secured by the same mortgage instrument on the same mortgaged property or portfolio of mortgaged properties as a related pari passu companion loan, each of which companion loan is evidenced by a pari passu note that is not part of the trust and is referred to in this free writing prospectus as the respective “pari passu companion loan”.
 
      
    The following table and discussion contains general information regarding the whole loans: 
               
 
Loan
No.
 Mortgage Loan 
Mortgage Loan
Cut-off Date
Principal
Balance
 
Approx. % of
 Initial Pool
Balance
 
Pari Passu
Companion Loan
Cut-off Date
Balance
 
 1 500 Fifth Avenue  $100,000,000  6.9%  $100,000,000  
 6 St. Louis Premium Outlets  $47,500,000  3.3%  $47,500,000  
 8 The Outlet Shoppes of the 
Bluegrass
  $45,000,000  3.1%  $32,500,000  
 26 Florida Multifamily Portfolio  $22,300,000  1.5%  $35,000,000  
    
  
Each mortgage loan identified in the above table is included in the trust; however, none of the related pari passu companion loans are included in the trust. In the case of the Florida Multifamily Portfolio whole loan, the note comprising the related pari passu companion loan is included in the JPMBB Commercial Mortgage Securities Trust 2014-C25 securitization. The related pari passu companion loan is pari passu in right of payment with the related mortgage loan.
 
    
  Servicing of the Whole Loans 
    
  
The Florida Multifamily Portfolio mortgage loan and the Florida Multifamily Portfolio pari passu companion loan is serviced under the JPMBB 2014-C25 pooling and servicing agreement entered into in connection with the issuance of the JPMBB Commercial Mortgage Securities Trust 2014-C25, Commercial Mortgage Pass-Through Certificates, Series 2014-C25. In addition, pursuant to the intercreditor agreement related to the Florida Multifamily Portfolio whole loan, the directing certificateholder under that securitization (prior to the occurrence and continuance of a control event under that pooling and servicing agreement) may exercise certain rights granted to the holder of the Florida Multifamily Portfolio pari passu companion loan, and therefore will have the right, subject to certain conditions set forth in the related intercreditor agreement, to advise and direct the master servicer and/or special servicer under JPMBB
 
    
 
 
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Commercial Mortgage Securities Trust 2014-C25 securitization with respect to various servicing matters or mortgage loan modifications affecting such mortgage loan in the related split loan structure. In addition, pursuant to the intercreditor agreement related to the Florida Multifamily Portfolio whole loan, the directing certificateholder under the JPMBB 2014-C25 pooling and servicing agreement has the right (prior to the occurrence and continuance of a control event under that pooling and servicing agreement) to replace the special servicer for the related mortgage loan. See “Description of the Mortgage Pool—The Whole Loans—The Florida Multifamily Portfolio Whole Loan in this free writing prospectus.
 
    
  
Each of (i) the 500 Fifth Avenue mortgage loan and the 500 Fifth Avenue pari passu companion loan, (ii) the St. Louis Premium Outlets mortgage loan and the St. Louis Premium Outlets pari passu companion loan and (iii) The Outlet Shoppes of the Bluegrass mortgage loan and The Outlet Shoppes of the Bluegrass pari passu companion loan will be serviced in accordance with the pooling and servicing agreement for this transaction and the related intercreditor agreement by the master servicer and the special servicer with respect to this transaction, and in accordance with the servicing standard provided in the pooling and servicing agreement for this securitization. In addition, pursuant to the related intercreditor agreement, the directing certificateholder (prior to the occurrence and continuance of a control event under the pooling and servicing agreement for this securitization) may exercise certain rights granted to the holder of the related mortgage loan and therefore will have the right, subject to certain conditions set forth in the related intercreditor agreement, to advise and direct the master servicer and/or special servicer under this securitization with respect to various servicing matters or mortgage loan modifications affecting the applicable mortgage loan in the related split loan structure. In addition, pursuant to the intercreditor agreement related to the applicable companion loan, the directing certificateholder under the pooling and servicing agreement has the right (prior to the occurrence and continuance of a control event under the pooling and servicing agreement for this securitization) to replace the special servicer for such mortgage loan. See “Description of the Mortgage PoolThe Whole Loans—The 500 Fifth Avenue Whole Loan”, “—The St. Louis Premium Outlets Whole Loan” and “—The Outlet Shoppes of the Bluegrass Whole Loan” in this free writing prospectus.
 
    
  Serviced Whole Loans 
    
  
Each of the 500 Fifth Avenue whole loan, the St. Louis Premium Outlets whole loan and The Outlet Shoppes of the Bluegrass whole loan is referred to in this free writing prospectus as a “serviced whole loan” or a “serviced pari passu whole loan.”
 
    
  
Each of the 500 Fifth Avenue pari passu companion loan, the St. Louis Premium Outlets pari passu companion loan and The Outlet Shoppes of the Bluegrass pari passu companion loan is
 
    
 
 
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referred to in this free writing prospectus as a “serviced companion loan” or a “serviced pari passu companion loan.”
 
    
  
For additional information regarding these pari passu split loans, see “Description of the Mortgage Pool—The Whole Loans—The 500 Fifth Avenue Whole Loan”, “—The St. Louis Premium Outlets Whole Loan” and “—The Outlet Shoppes of the Bluegrass Whole Loan” in this free writing prospectus.
 
    
  Non-Serviced Whole Loan 
    
  
The Florida Multifamily Portfolio whole loan is referred to in this free writing prospectus as a “non-serviced whole loan” or “non-serviced pari passu whole loan.”
 
    
  
The Florida Multifamily Portfolio pari passu companion loan is referred to in this free writing prospectus as a “non-serviced companion loan” or as a “non-serviced pari passu companion loan.”
 
    
  
For additional information regarding this pari passu split loan, see “Description of the Mortgage Pool—The Whole Loans—The Florida Multifamily Portfolio Whole Loan” in this free writing prospectus.
 
    
  The 543 Howard Whole Loan 
    
  One (1) mortgage loan identified as “543 Howard” on Annex A-1 to this free writing prospectus, representing 2.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (and referred to in this free writing prospectus as the “543 Howard mortgage loan”), is evidenced by the senior of two notes secured by a single mortgage on the related mortgaged property and a single assignment of leases and rents. With respect to the 543 Howard mortgage loan, the HOW trust subordinate companion loan evidenced by the related junior note is also part of the trust. 
    
  The Class HOW directing certificateholder appointed by the holders of more than 50% of the certificate balance of the Class HOW certificates on behalf of all of the holders of such class of certificates, will be entitled to exercise certain of the rights of the holder of the HOW trust subordinate companion loan under the related intercreditor agreement as the beneficial owner thereof. 
    
  The following table and discussion contains general information regarding the 543 Howard mortgage loan: 
    
             
 
Loan
No.
 Mortgage Loan 
Mortgage Loan
Cut-off Date
Principal
Balance
 
% of
Initial
Pool
Balance
 
HOW Trust Subordinate Companion
Loan Cut-off
Date Principal Balance
 
 20 543 Howard $30,798,301 2.1% 
$10,000,000(1)
 
         
 
(1)
The HOW trust subordinate companion loan is beneficially owned by the holders of the Class HOW certificates. 
    
    
 
 
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The master servicer and the special servicer will service and administer the 543 Howard whole loan pursuant to the pooling and servicing agreement and the related intercreditor agreement so long as the 543 Howard mortgage loan is part of the trust fund.  See “Description of the Mortgage Pool—The 543 Howard Whole Loan” in this free writing prospectus. With respect to the HOW trust subordinate companion loan, the Class HOW directing certificateholder appointed by holders of more than 50% of the Class HOW certificates will have the right to purchase the 543 Howard mortgage loan under certain limited circumstances. In addition, the holders of the Class HOW certificates, acting through the Class HOW directing certificateholder, will also have the right to approve certain modifications to the 543 Howard mortgage loan, cure defaults under certain circumstances and to replace the special servicer with respect to the 543 Howard whole loan, in each case, so long as no control appraisal period is continuing under the related intercreditor agreement. See “Description of the Mortgage Pool—The 543 Howard Whole Loan” in this free writing prospectus.
 
    
  The 543 Howard companion loan is referred to in this free writing prospectus as the “HOW trust subordinate companion loan”. 
    
  Mortgage Loan Characteristics 
    
  
The following tables set forth certain anticipated characteristics of the mortgage loans as of the cut-off date (unless otherwise indicated). With respect to each of the mortgage loans that is part of a whole loan, we generally present the loan-to-value ratio, debt service coverage ratio, debt yield and cut-off date balance per net rentable square foot, pad, room or unit, as applicable, in this free writing prospectus (including any tables, charts and information set forth on Annex A-1, A-2 and A-3) in a manner that takes account of that mortgage loan and its related pari passu companion loan.  Unless otherwise specifically indicated, all information presented in this free writing prospectus (including any tables, charts and information set forth on Annex A-1, A-2 and A-3) with respect to the 543 Howard mortgage loan is calculated without regard to the HOW trust subordinate companion loan.  Other than as specifically noted, the loan-to-value ratio, the debt service coverage ratio, debt yield and mortgage loan rate information for each mortgage loan is presented in this free writing prospectus without regard to any other indebtedness (whether or not secured by the related mortgaged property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future, in order to present statistics for the related mortgage loan without combination with the other indebtedness.
 
    
  The HOW trust subordinate companion loan supports only the Class HOW certificates. 
    
  
The sum of the numerical data in any column may not equal the indicated total due to rounding. Unless otherwise indicated, all figures and percentages presented in this “Summary of Terms
 
    
 
 
S-45

 
 
    
  
are calculated as described under “Description of the Mortgage Pool—Additional Mortgage Loan Information” in this free writing prospectus and, unless otherwise indicated, such figures and percentages are approximate and in each case, represent the indicated figure or percentage of the aggregate principal balance of the pool of mortgage loans 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, or modifications of, any mortgage loan on or prior to the cut-off date. Whenever percentages and other information in this free writing prospectus 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 free writing prospectus.
 
    
 
 
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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
  
   
Aggregate outstanding principal  balance(1)
 $1,449,606,872  
   Number of mortgage loans 69  
   Number of mortgaged properties 93  
   Range of mortgage loan principal balances $2,070,000 to $100,000,000  
   Average mortgage loan principal balances $21,008,795  
   Range of mortgage rates 3.55000% to 5.22000%  
   Weighted average mortgage rate 4.44151%  
   
Range of original terms to maturity(2)(3)
 60 months to 120 months  
   
Weighted average original term to maturity(2)(3)
 111 months  
   
Range of remaining terms to maturity(2)(3)
 58 months to 120 months  
   
Weighted average remaining term to maturity(2)(3)
 110 months  
   
Range of original amortization term(4)(5)
 300 months to 360 months  
   
Weighted average original amortization term(4)(5)
 354 months  
   
Range of remaining amortization terms(4)(5)
 297 months to 360 months  
   
Weighted average remaining amortization term(4)(5)
 354 months  
   
Range of loan-to-value ratios(6)(7)
 33.3% to 80.0%  
   
Weighted average loan-to-value ratio(6)(7)
 67.2%  
   
Range of loan-to-value ratios as of the maturity date(2)(6)(7)
 33.3% to 71.8%  
   
Weighted average loan-to-value ratio as of the maturity date(2)(6)(7)
 58.9%  
   
Range of underwritten net cash flow debt service coverage ratios(7)(8)
 1.19x to 3.61x  
   
Weighted average underwritten net cash flow debt service coverage  ratio(7)(8)
 1.69x  
   Percentage of aggregate outstanding principal balance consisting of:    
   Interest Only-Balloon 63.4%  
   Balloon 20.9%  
   Interest Only 11.2%  
   ARD-Interest Only-Balloon 2.6%  
   ARD-Interest Only 1.3%  
   ARD-Balloon 0.6%  
          
   (1)Subject to a permitted variance of plus or minus 5%. 
      
   (2)Three (3) mortgage loans with an anticipated repayment date, identified as “The View & Legends”, “1019 Market Street” and “100 Provena Way” on Annex A-1 to this free writing prospectus, representing approximately 4.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are calculated as of the related anticipated repayment date. 
      
   (3)With respect to two (2) mortgage loans identified as “1515 Market” and “1019 Market Street” on Annex A-1 to this free writing prospectus, representing approximately 5.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the first payment for such mortgage loans are in February 2015.  On the closing date, the related mortgage loan seller will deposit funds sufficient to pay the interest 
      
 
 
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    associated with the interest due for the January 2015 payment for each such mortgage loan. Information presented in the table above reflects the loans contractual loan terms. 
      
   (4)Excludes six (6) mortgage loans identified as “500 Fifth Avenue”, “United Healthcare Office”, “1019 Market Street”, “Summer Chase”, “Gander Mountain” and “3445 North Causeway”  on Annex A-1 to this free writing prospectus, representing approximately 12.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, that are interest-only for the entire term or until the related anticipated repayment date, as applicable. 
      
   (5)In the case of two (2) mortgage loans identified as “543 Howard” and “Hampshire Park Apartments” on Annex A-1 to this free writing prospectus, representing approximately 2.1% and 0.6%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the loans will amortize based on the principal payment schedules set forth on Annex F and Annex G, respectively, to this free writing prospectus. 
      
   (6)
In the case of four (4) mortgaged properties identified as “Columbia Centre I & II”, “Westview Apartments”, “Lyncourt Apartments” and “Tractor Supply – Flagstaff” on Annex A-1 to this free writing prospectus, securing four (4) mortgage loans representing approximately 4.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the loan-to-value ratio was calculated based upon an appraised value that contained certain assumptions and provided an “as-stabilized” value, an “as-renovated” or “as-complete” value or another hypothetical valuation other than an “as-is” value. The remaining mortgage loans were calculated using “as-is” values as described under “Description of the Mortgage Pool—Additional Mortgage Loan Information” in this free writing prospectus. In the case of two (2) mortgage loans identified as “Lyncourt Apartments” and “Tractor Supply – Flagstaff” on Annex A-1 to this free writing prospectus, the conditions to the “as-stabilized” or “as-complete” value for the related mortgaged property have been satisfied. For further information, see Annex A-1 to this free writing prospectus. See also “Risk Factors—Limitations of Appraisals”, “Transaction Parties—The Sponsors and Mortgage Loan Sellers—JPMorgan Chase Bank, National Association—Exceptions to JPMCB’s Disclosed Underwriting Guidelines”, “—Column Financial, Inc.—Exceptions to Column’s Disclosed Underwriting Guidelines”, —RAIT Funding, LLC—Exceptions to Disclosed Underwriting Guidelines for Loans Originated by RAIT” and “Description of the Mortgage Pool—Assessments of Property Value and Condition—Appraisals” in this free writing prospectus.
 
      
   (7)
For each mortgage loan with a related pari passu companion loan, the calculation of the loan-to-value ratios and debt service coverage ratios includes the principal balance and debt service payment of the related pari passu companion loan.  With respect to one (1) mortgage loan identified as “543 Howard” on Annex A-1 to this free writing prospectus, representing approximately 2.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the calculation of the loan-to-value ratios and debt service coverage ratios is without regard to the HOW trust subordinate companion loan, and the related loan-to-value ratio as of the cut-off date and underwritten net cash flow debt service coverage ratio including the HOW trust subordinate companion loan are 74.4% and 1.19x, respectively.
 
      
   (8)For each partial interest-only loan, the debt service coverage ratio was calculated based on the first principal and interest payment to be made into the trust during the term of the mortgage loan once amortization has commenced. For all interest-only loans, the debt service coverage ratio was calculated based on the sum of the first 12 interest payments following the cut-off date. In the case of two (2) mortgage loans identified as “543 Howard” and “Hampshire Park Apartments” on Annex A-1 to this free writing prospectus, representing approximately 2.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the debt service coverage ratio was calculated based on the sum of the first 12 principal and interest payments (following the initial interest-only period with respect to the Hampshire Park Apartments mortgage loan) listed in the assumed principal payment schedules set forth on Annex F and Annex G, respectively, to this free writing prospectus. With respect to twenty-six (26) mortgaged properties identified as “500 Fifth Avenue”, “Heron Lakes”, “St. Louis Premium Outlets”, “The Outlet Shoppes of the Bluegrass”, “117 
      
 
 
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Kendrick Street”, “Columbia Centre I & II”, “Newington Commons”, “Florida Multifamily Portfolio”, “1019 Market Street”, “Whispering Palms MHC/RV”, “Guardian Self Storage”, “Cypress Pointe”, “3445 North Causeway” and “Harvard Court Townhouses” on Annex A-1 to this free writing prospectus, securing fourteen (14) mortgage loans, representing approximately 29.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, certain assumptions and/or adjustments were made to the occupancy, underwritten net cash flow and underwritten net cash flow debt service coverage ratios reflected in the table above. For specific discussions on those particular assumptions and adjustments, see “Description of the Mortgage PoolNet Cash Flow and Certain Underwriting Considerations”, “—Mortgaged Property Considerations—Tenant Issues—Occupancy and Tenant Concentrations” and “—Additional Mortgage Loan Information” in this free writing prospectus. See also Annex A-1 and Annex A-3 to this free writing prospectus.
 
      
   All of the mortgage loans (other than with respect to one (1) mortgage loan identified as “The Outlet Shoppes of the Bluegrass” on Annex A-1 to this free writing prospectus, representing approximately 3.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, which accrues interest on the basis of a 360-day year consisting of twelve 30-day months) accrue interest on an actual/360 basis. 
     
   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
 
Approx. % of
Initial
Pool
Balance
 
   IO-Balloon 40  $918,625,986 63.4% 
   Balloon 21   303,021,347 20.9  
   Interest Only 5   161,688,750 11.2  
   ARD-IO-Balloon 1   38,250,000 2.6  
   ARD-Interest Only 1   19,300,000 1.3  
   ARD-Balloon 
1
   
8,720,789
 
0.6
  
   Total: 
69
  
$
1,449,606,872
 
100.0
%
 
     
   Three (3) mortgage loans identified as “The View & Legends”, “1019 Market Street” and “100 Provena Way” on Annex A-1 to this free writing prospectus, representing approximately 4.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, provide for an increase in the related interest rate after, and otherwise provide incentives to the related borrowers to repay the related mortgage loans by, a certain date, referred to as the anticipated repayment date. The interest accrued in excess of the original rate, together with any interest on that accrued interest (if any, as required by the related mortgage loan documents and to the extent permitted by applicable law), will be deferred and will not be paid until the principal balance of the related mortgage loan has been paid, at which time the excess interest, to the extent actually collected, will be required to be paid to the Class NR certificates. After the anticipated repayment date, cash flow in excess of that required for debt service and certain budgeted expenses with respect to the related mortgaged property would be applied towards the payment of principal (without payment of a yield maintenance charge or prepayment premium) of the mortgage loan until its principal balance has been reduced to zero and then to the 
     

 
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payment of accrued excess interest. A substantial principal payment will be required to pay off the mortgage loan on its anticipated repayment date. The actual term for such mortgage loan is longer than the period up to the mortgage loan’s anticipated repayment date. See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—ARD Loans” in this free writing prospectus.
 
     
   
See “Description of the Mortgage Pool—Additional Mortgage Loan Information” and “—Certain Terms and Conditions of the Mortgage Loans” in this free writing prospectus.
 
     
   The following table contains general information regarding the prepayment provisions of the mortgage loans: 
     
   
Overview of Prepayment Protection(1)(2)
 
     
   
 
Prepayment Protection
 
Number
of
Mortgage
Loans
 
Aggregate Principal
Balance of Mortgage
Loans
 
Approx. % of Initial
Pool
Balance
 
   
Defeasance(3)
 48 $965,936,122  66.6% 
   Yield Maintenance 
21
  
483,670,750
  
33.4
  
   Total: 
69
 
$
1,449,606,872
  
100.0
%
 
       
   (1)See Annex A-1 to this free writing prospectus for specific criteria applicable to the mortgage loans. 
      
   (2)Prepayments may occur (often without any yield maintenance charge or prepayment premium) in connection with a casualty at or condemnation of the related mortgaged property and, if the casualty or condemnation is sufficiently material and/or if the insurance proceeds or condemnation award is not released for restoration, some mortgage loans permit the related borrower to prepay the related mortgage loan in full or up to a specified percentage of the allocated loan amount of the affected property to obtain a property release. 
      
   (3)
Includes thirteen (13) mortgaged properties identified as “Florida Multifamily Portfolio” on Annex A-1 to this free writing prospectus, securing one (1) mortgage loan representing approximately 1.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, that permits the related borrower to prepay a portion of the whole loan in the aggregate amount of up to 15% of the original principal balance of the whole loan at any time after the origination date (including during the lockout period) in connection with the release of an individual mortgaged property and without the payment of any yield maintenance or other premium or defeasance. Also includes one (1) mortgaged property identified as “St. John Knits Campus” on Annex A-1 to this free writing prospectus, securing one (1) mortgage loan representing approximately 1.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, that permits the related borrower, prior to the date that the tenant St. John has exercised its first lease renewal option, to prepay the mortgage loan in the amount of any net proceeds from the sale of the developmental rights (the “TRIP Rights”) on a parcel adjacent to the mortgaged property arising under local law to promote development in the area, without payment of a prepayment penalty. The appraiser noted no material value associated with these TRIP Rights.  See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Releases of Individual Mortgaged Properties” in this free writing prospectus.
 
      
   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 (or whole 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 or anticipated repayment date as follows: 
     
   
Prepayment Open Periods(1)
 
     
   
 
Open Periods (Payments)
 Number of Mortgage
Loans
 
Aggregate
Principal Balance
of Mortgage
Loans
 
Approx. % of
Initial
Pool
Balance
 
   2 1  $14,405,000 1.0% 
   3 23   398,317,910 27.5  
   4 30   492,126,716 33.9  
   5 2   107,500,000 7.4  
   6 1   20,000,000 1.4  
   7 9   299,397,246 20.7  
   13 2   58,060,000 4.0  
   24 
1
   
59,800,000
 
4.1
  
   Total: 
69
  $
1,449,606,872
 
100.0
% 
              
       
   (1)See Annex A-1 to this free writing prospectus 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 free writing prospectus. 
      
    
Current Uses of the Mortgaged Properties(1)
 
      
   
 
Property Type
 
 
Number of Mortgaged Properties
 
Aggregate
Principal Balance
of Mortgaged
Properties
 
Approx. % of
Initial
Pool
Balance
 
   Office 20  $631,051,961 43.5% 
   Multifamily 31   243,462,138 16.8  
   Hotel 17   235,825,000 16.3  
   Retail 13   226,051,914 15.6  
   Industrial 5   49,569,488 3.4  
   Manufactured Housing 5   35,446,371 2.4  
   Mixed Use 1   20,000,000 1.4  
   Self Storage 
1
   
8,200,000
 
0.6
  
   Total: 
93
  
$
1,449,606,872
 
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 set forth in Annex A-1. 
      
   The mortgaged properties are located in twenty-seven (27) states. The following table lists 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: 
      
 
 
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Geographic Distribution(1)
 
     
   
 
Geographic Location
 
 
Number of Mortgaged Properties
 
Aggregate
Principal Balance
of Mortgaged
Properties
 
Approx. % of
Initial
Pool
Balance
 
   Florida 25  $228,362,793 15.8% 
   New York 4   166,825,000 11.5  
   Texas 7   131,495,310 9.1  
   Massachusetts 4   91,060,000 6.3  
   Georgia 5   88,376,381 6.1  
   California 6   83,438,409 5.8  
   Kentucky 2   79,000,000 5.4  
   Pennsylvania 
3
   
75,206,888
 
5.2
  
   Total: 
56
  
$
943,764,781
 
65.1
%
 
       
   (1)Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts as set forth in Annex A-1. 
      
 Refinanced Loans Several of the mortgage loans were refinancings of loans in default at the time of refinancing and/or otherwise involved discounted pay-offs in connection with the origination of the mortgage loan as described below: 
      
   With respect to one (1) mortgage loan identified as “Heron Lakes” on Annex A-1 to this free writing prospectus, representing approximately 3.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the mortgage loan refinanced a prior loan secured by the related mortgaged property that had entered maturity default for one (1) week.  The principal balance of the prior loan was paid off in full, and no default interest was assessed by the servicer. 
      
   With respect to one (1) mortgage loan identified as “United Healthcare Office” on Annex A-1 to this free writing prospectus, representing approximately 2.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the mortgage loan refinanced a prior loan secured by the mortgaged property that entered maturity default.  The principal balance of the prior loan was paid off in full. Approximately $4,900,000 in default interest was forgiven by the special servicer. 
      
   With respect to two (2) mortgage loans identified as “Forest Cove” and “Mill Creek Crossing” on Annex A-1 to this free writing prospectus, representing approximately 1.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, each of the related mortgage loans refinanced a prior loan secured by the related mortgaged property that had entered maturity default. 
      
   With respect to one (1) mortgage loan identified as “ATR Transmissions” on Annex A-1 to this free writing prospectus, representing approximately 0.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the mortgage loan refinanced a performing loan originated in 2007 in the original principal amount of $5,000,000. This mortgage loan was subsequently included in a portfolio of loans sold to an investor. At loan payoff, the investor agreed to accept a discount of approximately 13% on the outstanding principal balance of $4,558,271. 
      
 
 
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 Additional Aspects of Certificates 
      
 Denominations The offered certificates (other than the Class X-A and Class X-B certificates) that are initially offered and sold to purchasers will be issued in minimum denominations of $10,000 and integral multiples of $1 in excess of $10,000. The Class X-A and Class X-B 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 of $1,000,000. 
      
 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 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 free writing prospectus and in the prospectus.
 
      
 Information Available to    
 Certificateholders 
On each distribution date, the certificate administrator 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 free writing prospectus.
 
      
 Deal Information/Analytics Certain information concerning the mortgage loans and the certificates may be available to subscribers through the following services: 
      
   
Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management Inc., Interactive Data Corporation, CMBS.com and Markit;
 
 
   the certificate administrator’s website initially located at “www.ctslink.com”; and 
      
   the master servicer’s website initially located at “www.pnc.com/midland”. 
      
 
 
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 Optional Termination On any distribution date on which the aggregate principal balance of the pool of mortgage loans is less than 1% of the aggregate principal balance of the mortgage loans as of the cut-off date (calculated excluding the HOW trust subordinate companion loan), certain entities specified in this free writing prospectus 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), but not the HOW trust subordinate companion loan, at the price specified in this free writing prospectus. Exercise of this option will terminate the trust and retire the then-outstanding certificates. 
     
   
The trust may also be terminated in connection with a voluntary exchange of all the then-outstanding certificates (other than the Class HOW certificates and the Class R certificates) (provided, however, that the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC and Class D certificates are no longer outstanding, there is only one holder (or multiple holders acting unanimously) of the outstanding certificates (other than the Class HOW certificates and the Class R certificates) and the master servicer consents to the exchange) for the mortgage loans and each REO property remaining in the trust.
 
     
   In the event that the HOW trust subordinate companion loan and the Class HOW certificates are still outstanding at the time that any optional termination described above is effectuated, the HOW trust subordinate companion loan will be returned to the holder of the Class HOW certificates and, in exchange for the Class HOW certificates, the HOW trust subordinate companion loan REMIC will be terminated pursuant to a “qualified liquidation” as defined in the REMIC provisions of the Internal Revenue Code of 1986, as amended, and the master servicer will have no further obligation to service the HOW trust subordinate companion loan under the pooling and servicing agreement for this transaction. 
     
   
See “Description of the Certificates—Termination; Retirement of Certificates” in this free writing prospectus and “Description of the Certificates—Termination” in the prospectus.
 
     
 Required Repurchases or   
 Substitutions of Mortgage Loans 
Under certain circumstances, the related mortgage loan seller (or Redwood Trust Inc. as guarantor of the repurchase and substitution obligations of Redwood Commercial Mortgage Corporation or RAIT Financial Trust as guarantor of the repurchase and substitution obligations of RAIT Funding, LLC) may be obligated to repurchase (without payment of any yield maintenance charge or prepayment premium) or substitute for an affected mortgage loan from the trust as a result of a material document defect or a material breach of a representation and warranty made by the related mortgage loan seller with respect to the mortgage loan in the mortgage loan purchase agreement that materially and adversely affects the value of the mortgage loan, the value of the related mortgaged property or the interests of certificateholders in the mortgage loan. See “Description of
 
     

 
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the Mortgage Pool—Representations and Warranties; Repurchases and Substitutions” in this free writing prospectus.
 
     
 Sale of Defaulted Loans 
Pursuant to the pooling and servicing agreement (and subject to any applicable intercreditor agreement), the special servicer may offer to sell to any person (or may offer to purchase) any specially serviced mortgage loan (other than the non-serviced mortgage loan) and the HOW trust subordinate companion loan, if applicable, if it determines that no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments and such a sale would be in the best economic interest of the trust (or, in the case of any whole loan, the trust and the holder of the related companion loan, as a collective whole, taking into account the pari passu or subordinate nature, as applicable, of such companion loan) on a net present value basis. The special servicer is generally required to accept the highest offer received from any person as more particularly described in “Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans” in this free writing prospectus. However, with respect to each mortgage loan with a related mezzanine loan (including if any such mezzanine loan is originated in the future), the sale by the special servicer of any defaulted mortgage loan may be subject to the rights of the holder of any related mezzanine debt, to exercise its option to purchase the related mortgage loan or REO property, as applicable, following a default to the extent set forth in the related intercreditor agreement. Similarly, with respect to the 543 Howard mortgage loan, the sale by the special servicer of such defaulted mortgage loan may be subject to the rights of the holders of the Class HOW certificates beneficially owning the HOW trust subordinate companion loan to exercise its option to purchase the related mortgage loan or REO property, as applicable, following a default to the extent set forth in the related intercreditor agreement.
 
     
   
If any mortgage loan with a related pari passu companion loan becomes a defaulted mortgage loan and the special servicer (or, with respect to the non-serviced mortgage loan, the other related special servicer described in this free writing prospectus), determines to sell the related mortgage loan as described above, then the applicable special servicer will be required to sell the related pari passu companion loan together with the related mortgage loan as a single loan. In connection with any such sale, such special servicer will be required to follow the procedures set forth under “Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans” in this free writing prospectus, or similar procedures provided for under the other pooling and servicing agreement, as applicable.
 
     
 Tax Status Elections will be made to treat designated portions of the trust (exclusive of (a) interest that is deferred after the anticipated repayment date of each mortgage loan with an anticipated repayment date and the excess interest distribution account and (b) the portion, if any, of the regular interests represented by the Class A-S, Class B and Class C certificates that have been exchanged for and converted to Class EC certificates and the 
     
 
 
S-55

 

      
   related amounts in the Class EC distribution account) as three separate REMICs – the HOW trust subordinate companion loan REMIC, the lower-tier REMIC and the upper-tier REMIC – for federal income tax purposes. In addition, (i) the portions of the trust consisting of (a) any Class A-S, Class B and Class C certificates that have been exchanged for and converted to Class EC certificates (and the related amounts in the Class EC distribution account) and (b) the excess interest (and related amounts in the excess interest distribution account), will be treated as a grantor trust for federal income tax purposes under subpart E, part I of subchapter J of the Internal Revenue Code of 1986, as amended, (ii) the Class EC certificates will represent undivided beneficial interests in the portion of the grantor trust described in clause (i)(a) above and (iii) the Class NR certificates will represent undivided beneficial interests in the portion of the grantor trust described in clause (i)(b) above. 
      
   Pertinent federal income tax consequences of an investment in the offered certificates include: 
      
   
Each class of offered certificates will represent or beneficially represent, in the case of the Class EC certificates, “regular interests” in a trust REMIC as further described under “Material Federal Income Tax Consequences” in this free writing prospectus.
 
      
   Each regular interest represented by an offered certificate will generally 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 offered certificates using the accrual method of accounting. 
      
   It is anticipated that the Class       certificates will be issued with original issue discount and that the Class       certificates will be issued at a premium for federal income tax purposes. 
      
   
See “Material Federal Income Tax Consequences” in this free writing prospectus and the prospectus.
 
      
 Certain ERISA Considerations 
Subject to important considerations described under “Certain ERISA Considerations” in this free writing prospectus and the prospectus, the offered certificates are eligible for purchase by persons investing assets of employee benefit plans or individual retirement accounts.
 
      
 Legal Investment No class of the 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 certificates. You should consult your own legal advisors for assistance in determining the suitability of and 
      
 
 
S-56

 

     
   consequences to you of the purchase, ownership, and sale of the certificates. 
     
   The issuing entity will not be registered under the Investment Company Act of 1940, as amended. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended, contained in Section 3(c)(5) of the Investment Company Act of 1940, as amended, or Rule 3a-7 under the Investment Company Act of 1940, as amended, although there may be additional exclusions or exemptions available to the issuing entity.  The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in this free writing prospectus). 
     
   
See “Legal Investment” in this free writing prospectus 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., DBRS, Inc. and Kroll Bond Rating Agency, Inc.: 
     
   
Class
 
Moody’s(1)
 
DBRS(1)
 
KBRA(1)
 
   Class A-1 Aaa(sf) AAA(sf) AAA(sf) 
   Class A-2 Aaa(sf) AAA(sf) AAA(sf) 
   Class A-3 Aaa(sf) AAA(sf) AAA(sf) 
   Class A-4 Aaa(sf) AAA(sf) AAA(sf) 
   Class A-SB Aaa(sf) AAA(sf) AAA(sf) 
   Class X-A Aa1(sf) AAA(sf) AAA(sf) 
   Class X-B Aa3(sf) AAA(sf) AAA(sf) 
   Class A-S Aa1(sf) AAA(sf) AAA(sf) 
   Class B Aa3(sf) AA(sf) AA(sf) 
   Class C A3(sf) A(high)(sf) A(sf) 
   Class EC A1(sf) A(high)(sf) A(sf) 
       
   (1)Moody’s Investors Service, Inc., DBRS, Inc. and Kroll Bond Rating Agency, Inc. have informed us that the “sf” designation in their ratings represents an identifier for structured finance product ratings. For additional information about this identifier, prospective investors can go to the website of the applicable rating agency. The depositor, issuing entity and the underwriters have not verified, do not adopt and do not accept responsibility for any statements made by the rating agencies on their Internet websites. Credit ratings referenced throughout this material are forward-looking opinions about credit risk and express a rating agency’s opinion about the ability of and willingness of an issuer of securities to meet its financial obligations in full and on time. Ratings are not indications of investment merit and are not buy, sell or hold recommendations, a measure of asset value, or an indication of the suitability of an investment. 
     
   The ratings address the likelihood of full and timely payment to the certificateholders of all distributions of interest at the applicable pass-through rate on the offered certificates on each distribution date and the ultimate payment in full of the certificate balance of each class of offered certificates on a date that is not later than the rated final distribution date with respect to such class of certificates. Each security rating assigned to the offered certificates should be evaluated independently of any other 
     
 
 
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   security rating. Such ratings on the offered certificates do not address the tax attributes of such certificates or the receipt of any default interest or prepayment premium or constitute an assessment of the likelihood or frequency of prepayments on the mortgage loans. 
     
   
In general, the ratings address credit risk and not prepayment risk and do not represent any assessment of the yield to maturity that purchasers may experience as a result of the rate of principal prepayments. A security rating is not a recommendation to buy, sell, or hold securities, a measure of asset value or an indication of the suitability of an investment, and may be subject to revision or withdrawal at any time by the assigning rating agency. Ratings are forward-looking opinions about credit risk and express an agency’s opinion about the ability and willingness of an issuer of securities to meet its financial obligations in full and on time. Ratings are not indications of investment merit. See “Ratings” in this free writing prospectus. A security rating does not represent any assessment of the yield to maturity that investors may experience or the possibility that the holders of the Class X-A and Class X-B certificates might not fully recover their initial investment in the event of delinquencies or defaults, prepayments (both voluntary (to the extent permitted) and involuntary), or losses in respect of the mortgage loans. As described in this free writing prospectus, the amounts payable with respect to the Class X-A and Class X-B certificates consist only of interest. If the mortgage loans were to prepay in the initial month, with the result that the holders of the Class X-A and Class X-B certificates receive only a single month’s interest and therefore, suffer a nearly complete loss of their investment, all amounts “due” to such holders will nevertheless have been paid, and such result is consistent with the rating received on the Class X-A and Class X-B certificates. The notional amounts of the Class X-A and Class X-B certificates on which interest is calculated may be reduced by the allocation of realized losses and principal prepayments, whether voluntary or involuntary. The ratings do not address the timing or magnitude of reductions of such notional amount, but only the obligation to pay interest timely on the notional amount, as so reduced from time to time. Therefore, the ratings of the Class X-A and Class X-B certificates should be evaluated independently from similar ratings on other types of securities.
 
     
   
The rated final distribution date will be the distribution date in January 2048. See “Yield and Maturity Considerations” and “Description of the Certificates—Advances” in this free writing prospectus.
 
     
   Although the depositor will prepay fees for ongoing rating surveillance by certain of the rating agencies engaged by the depositor, the depositor has no obligation or ability to ensure that any rating agency performs ratings surveillance. In addition, a rating agency may cease ratings surveillance if the information furnished to that rating agency is insufficient to allow it to perform surveillance. 
     
 
 
S-58

 

     
   
Additionally, other nationally recognized statistical rating organizations that we have not engaged to rate the offered certificates may nevertheless issue unsolicited credit ratings on one or more classes of certificates, relying on information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise. If any such unsolicited ratings are issued, we cannot assure you that they will not be different from or lower than any ratings assigned to the offered certificates by any other nationally recognized statistical rating organization. The issuance of an unsolicited rating of a class of the offered certificates that is lower than the ratings assigned by the rating agencies engaged by the depositor may adversely impact the liquidity, market value and regulatory characteristics of that class. As part of the process of obtaining ratings for the offered certificates, the depositor had initial discussions with and submitted certain materials to DBRS, Inc., Fitch Ratings, Inc., Kroll Bond Rating Agency, Inc., Moody’s Investors Service, Inc., Morningstar Credit Ratings, LLC and Standard & Poor’s Ratings Service. Based on preliminary feedback from those nationally recognized statistical rating organizations at that time, the depositor selected Moody’s Investors Service, Inc., DBRS, Inc., and Kroll Bond Rating Agency, Inc.to rate the offered certificates and not the other three nationally recognized statistical rating organizations due, in part, to their initial subordination levels for the various classes of offered and non-offered certificates. Had the depositor selected such other nationally recognized statistical rating organizations to rate the offered certificates, we cannot assure you as to the ratings that such other nationally recognized statistical rating organizations would ultimately have assigned to the offered certificates. Although unsolicited ratings may be issued by any nationally recognized statistical rating organization, a nationally recognized statistical rating organization might be more likely to issue an unsolicited rating if it was not selected after having provided preliminary feedback to the depositor. See “Risk Factors—Ratings of the Certificates” and “Ratings” in this free writing prospectus.
 
     
   
In addition, neither the depositor nor any other person or entity will be required to monitor any changes to any ratings of the offered certificates or will have any duty to notify you if any other nationally recognized statistical rating organization issues, or delivers notice of its intention to issue, unsolicited ratings on one or more classes of offered certificates after the date of this free writing prospectus. In no event will rating agency confirmations from any such other nationally recognized statistical rating organization (except insofar as the matter involves a mortgage loan with a split loan structure and such other rating organization is hired to rate securities backed by the related pari passu companion loan) be a condition to any action, or the exercise of any right, power or privilege by any person or entity under the pooling and servicing agreement.
 
     
   Furthermore, the Securities and Exchange Commission may determine that any or all of the nationally recognized statistical rating organizations engaged by the depositor to rate the offered certificates no longer qualifies as a nationally recognized 
     

 
S-59

 
 
   
 
statistical rating organization, or is no longer qualified to rate the offered certificates, and that determination may have an adverse effect on the liquidity, market value and regulatory characteristics of the offered certificates. See “Risk Factors—Ratings of the Certificates” and “Ratings” in this free writing prospectus.
 
 

 
S-60

 
RISK FACTORS
 
You should carefully consider the following risks and those risks described in Risk Factors in the accompanying prospectus before making an investment decision. In particular, distributions on your certificates will depend on payments received on, and other recoveries with respect to, the mortgage loans. Therefore, you should carefully consider the risk factors relating to the mortgage loans and the mortgaged properties.
 
The risks and uncertainties described below are not the only ones relating to the offered certificates. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair your investment. If any of the following events or circumstances identified as risks actually occur or materialize, your investment could be materially and adversely affected. This free writing prospectus 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 free writing prospectus.
 
In connection with the information presented in this free writing prospectus relating to risks that may relate to certain of the mortgage loans or the mortgage loans in general, examples are sometimes given with respect to a particular risk and a particular mortgage loan. However, the fact that examples are given should not be interpreted as meaning that such examples reflect all of the mortgage loans in the trust to which such risk is applicable or that the identified mortgage loan is not subject to other risk factors described in this free writing prospectus.
 
Combination or “Layering” of Multiple Risks May Significantly Increase Risk of Loss
 
Although the various risks discussed in this free writing prospectus are generally described separately, you should consider the potential effects of the interplay of multiple risk factors. Where more than one significant risk factor is present, the risk of loss to an investor in the certificates may be significantly increased.
 
The Offered Certificates May Not Be a Suitable Investment for You
 
The offered certificates are not suitable investments for all investors. In particular, you should not purchase any class of offered certificates unless you understand and are able to bear the prepayment, credit, liquidity and market risks associated with that class of certificates. For the reasons set forth in these “Risk Factors”, the yield to maturity and the aggregate amount and timing of distributions on the offered certificates are subject to material variability from period to period and over the life of those certificates. The interaction of the foregoing factors and their effects are impossible to predict and are likely to change from time to time. As a result, an investment in the offered certificates involves substantial risks and uncertainties and should be considered only by sophisticated institutional investors with substantial investment experience with similar types of securities and who have conducted appropriate diligence on the mortgage loans and the offered certificates.
 
The Credit Crisis and Downturn in the Real Estate Market Have Adversely Affected and May Continue To Adversely Affect the Value of Commercial Mortgage-Backed Securities
 
In recent years, the real estate and securitization markets, including the market for commercial mortgage-backed securities, as well as the debt markets, global financial markets and the economy generally, experienced significant dislocations, illiquidity and volatility. Declining real estate values, coupled with diminished availability of leverage and/or refinancings for commercial real estate resulted in increased delinquencies and defaults on commercial mortgage loans. In addition, the most recent downturn in the general economy affected the financial strength of many commercial real estate tenants and resulted in increased rent delinquencies and increased vacancies, particularly in the retail sector.
 
Any further economic downturn may lead to increased vacancies, decreased rents or other declines in income from, or the value of, commercial real estate, which would likely have an adverse effect on the value and/or liquidity of commercial mortgage-backed securities that are backed by loans secured by
 
 
S-61

 
 
such commercial real estate. We cannot assure you that the dislocation in the commercial mortgage-backed securities market will not continue to occur or become more severe. Even if the commercial mortgage-backed securities market does recover, the mortgaged properties and therefore, the mortgage loans and the offered certificates, may decline in value. Any further economic downturn may adversely affect the financial resources of the related borrower under the mortgage loans and may result in the inability of the related borrower to make principal and interest payments on, or refinance, the outstanding debt when due or to sell the mortgaged properties for an aggregate amount sufficient to pay off the outstanding debt when due. In the event of default by a borrower under any of the mortgage loans, the trust may suffer a partial or total loss with respect to such mortgage loan and, consequently, the offered certificates. Any delinquency or loss on the mortgage loans may have an adverse effect on the distributions of principal and interest received by holders of the certificates.
 
Even if commercial mortgage-backed securities are performing as anticipated, the value of such commercial mortgage-backed securities in the secondary market may nevertheless decline as a result of a deterioration in general market conditions for other asset backed securities or structured products. Trading activity associated with commercial mortgage-backed securities indices may also drive spreads on those indices wider than spreads on commercial mortgage-backed securities, thereby resulting in a decrease in value of such commercial mortgage-backed securities.
 
Market Considerations and Limited Liquidity
 
The offered certificates will not be listed on any national securities exchange or traded on any automated quotation systems of any registered securities association, and there is currently no secondary market for the offered certificates. While the underwriters currently intend to make a secondary market in the offered certificates, no underwriter is obligated to do so, any market-making may be discontinued at any time, and we cannot assure you that an active secondary market for the offered certificates will develop. Additionally, one or more purchasers may purchase substantial portions of one or more classes of offered certificates. Accordingly, you may not have an active or liquid secondary market for the offered certificates. Lack of liquidity could result in a substantial decrease in the market value and may adversely affect the regulatory characteristics of the offered certificates. The market value of the offered certificates also may be affected by many other factors, including the then-prevailing interest rates and market perceptions of risks associated with commercial mortgage lending. No representation is made by any person or entity as to what the market value of any offered certificate will be at any time. Furthermore, you should be aware that the market for securities of the same type as the offered certificates has in the past been volatile and offered very limited liquidity from time to time. See “Risk Factors—Your Ability to Resell Certificates May Be Limited Because of Their Characteristics” in the prospectus.
 
The market value of the offered certificates can decline even if the offered certificates and the mortgage loans are performing at or above your expectations. The market value of the offered certificates will be sensitive to fluctuations in current interest rates. However, any change in the market value of the offered certificates may be disproportionately impacted by upward or downward movement in current interest rates.
 
In particular, the market value of the offered certificates will also be influenced by the supply of and demand for commercial mortgage-backed securities generally. The supply of commercial mortgage-backed securities will depend on, among other things, the amount of commercial mortgage loans, whether newly originated or held in portfolios, that are available for securitization. In addition, financial reform legislation enacted in the United States could adversely affect the availability of credit for commercial real estate. A number of factors will affect investors’ demand for commercial mortgage-backed securities, including:
 
 
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, limit the amount or types of commercial mortgage-backed securities
 
 
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  that it may acquire, or require it to maintain increased capital or reserves as a result of its investment in commercial mortgage-backed securities;
 
 
investors’ perceptions regarding the commercial real estate markets, which may be adversely affected by, among other things, a decline in real estate values or an increase in defaults and foreclosures on commercial mortgage loans secured by income producing properties;
 
 
investors’ perceptions regarding the capital markets in general, which may be adversely affected by political, social and economic events completely unrelated to the commercial real estate markets; and
 
 
the impact on demand generally for commercial mortgage-backed securities as a result of the existence or cancellation of government-sponsored economic programs.
 
If you decide to sell any offered certificates, the ability to sell those certificates will depend on, among other things, whether and to what extent a secondary market then exists for those certificates, and you may have to sell at a discount from the price you paid for reasons unrelated to the performance of the certificates or the mortgage loans.
 
The liquidity of the offered certificates may also be affected by present uncertainties and future unfavorable determinations concerning legal investment. No class of the offered certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. See “Legal Investment” in this free writing prospectus.
 
Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Certificates
 
We make no representation as to the proper characterization of the offered certificates for legal investment, financial institution regulatory, financial reporting or other purposes, as to the ability of particular investors to purchase the offered certificates under applicable legal investment or other restrictions, or as to the consequences of an investment in the offered certificates for such purposes or under such restrictions. We note that regulatory or legislative provisions applicable to certain investors may have the effect of limiting or restricting their ability to hold or acquire commercial mortgage-backed securities, which in turn may adversely affect the ability of investors in the offered certificates who are not subject to those provisions to resell such certificates in the secondary market. For example:
 
 
Effective January 1, 2014, EU Regulation 575/2013 (the “CRR”) imposes on European Economic Area (“EEA”) credit institutions and investment firms investing in securitizations issued on or after January 1, 2011, or in securitizations issued prior to that date where new assets are added or substituted after December 31, 2014: (a) a requirement (the “Retention Requirement”) that the originator, sponsor or original lender of such securitization has explicitly disclosed to the investor that it will retain, on an on-going basis, a material net economic interest which, in any event, shall not be less than 5%; and (b) a requirement (the “Due Diligence Requirement”) that the investing credit institution or investment firm has undertaken certain due diligence in respect of the securitization and the underlying exposures and has established procedures for monitoring them on an on-going basis.
 
National regulators in EEA member states impose penal risk weights on securitization investments in respect of which the Retention Requirement or the Due Diligence Requirement has not been satisfied in any material respect by reason of the negligence or omission of the investing credit institution or investment firm.
 
If either of the Retention Requirement or the Due Diligence Requirement is not satisfied in respect of a securitization investment held by a non-EEA subsidiary of an EEA credit institution or investment firm, then a penal capital charge may be applied to such securitization investment when taken into account on a consolidated basis at the level of the EEA credit institution or investment firm.
 
 
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Requirements similar to the Retention Requirement and the Due Diligence Requirement (the “Similar Requirements”): (i) apply to investments in securitizations by investment funds managed by EEA investment managers subject to EU Directive 2011/61/EU; and (ii) subject to the adoption of certain secondary legislation, will apply to investments in securitizations by EEA insurance and reinsurance undertakings and by EEA undertakings for collective investment in transferable securities.
 
None of the sponsors, the depositor or any other party intends to retain a material net economic interest in the securitization constituted by the issue of the offered certificates in accordance with Retention Requirement or to take any other action which may be required by EEA-regulated investors for the purposes of their compliance with Retention Requirement, the Due Diligence Requirement or Similar Requirements. Consequently, the offered certificates are not a suitable investment for EEA credit institutions, investment firms or the other types of EEA regulated investors mentioned above. As a result, the price and liquidity of the offered certificates in the secondary market may be adversely affected. EEA-regulated investors are encouraged to consult with their own investment and legal advisors regarding the suitability of the offered certificates for investment.
 
 
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”) enacted in the United States requires that federal banking agencies amend their regulations to remove reference to or reliance on credit agency ratings, including, but not limited to, those found in the federal banking agencies’ risk-based capital regulations. New capital regulations were issued by the banking regulators in July 2013 and began phasing in as early as January 1, 2014; these regulations implement the increased capital requirements established under the Basel Accord. These new capital regulations eliminate reliance on credit ratings and otherwise alter, and in most cases increase, the capital requirements imposed on depository institutions and their holding companies, including with respect to ownership of asset-backed securities such as CMBS. As a result of these regulations, investments in commercial mortgage-backed securities like the certificates by institutions subject to the risk-based capital regulations may result in greater capital charges to these financial institutions and these new regulations may otherwise adversely affect the treatment of commercial mortgage-backed securities for their regulatory capital purposes.
 
 
The Issuing Entity will be relying on an exclusion or exemption under the Investment Company Act contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the Issuing Entity. The Issuing Entity is being structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Act (such statutory provision together with such implementing regulations, the “Volcker Rule”). The Volcker Rule generally prohibits “banking entities” (which is broadly defined to include U.S. banks and bank holding companies and many non-U.S. banking entities, together with their respective subsidiaries and other affiliates) from (i) engaging in proprietary trading, (ii) acquiring or retaining an ownership interest in or sponsoring a “covered fund” and (iii) entering into certain relationships with such funds. The Volcker Rule became effective on July 21, 2012, and final regulations implementing the Volcker Rule were adopted on December 10, 2013 and became effective on April 1, 2014. Conformance with the Volcker Rule and its implementing regulations is required by July 21, 2015 (subject to the possibility of up to two one-year extensions). In the interim, banking entities must make good-faith efforts to conform their activities and investments to the Volcker Rule. Under the Volcker Rule, unless otherwise jointly determined otherwise by specified federal regulators, a “covered fund” does not include an issuer that may rely on an exclusion or exemption from the definition of “investment company” under the Investment Company Act other than the exclusions contained in Section 3(c)(1) and Section 3(c)(7) of the Investment Company Act. The Volcker Rule’s provisions may adversely affect the ability of banking entities to purchase and sell the offered certificates. However, the general effects of the Volcker Rule remain uncertain. Any prospective investor in the certificates, including a U.S. or foreign bank or
 
 
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  a subsidiary or other affiliate thereof, should consult its own legal advisors regarding such matters and other effects of the Volcker Rule.
 
 
The Financial Accounting Standards Board has adopted changes to the accounting standards for structured products. These changes, or any future changes, may affect the accounting for entities such as the trust, could under certain circumstances require an investor or its owner generally to consolidate the assets of the trust in its financial statements and record third parties’ investments in the trust as liabilities of that investor or owner or could otherwise adversely affect the manner in which the investor or its owner must report an investment in commercial mortgage-backed securities for financial reporting purposes.
 
Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities should consult with their own legal, accounting and other advisors in determining whether, and to what extent, the offered certificates will constitute legal investments for them or are subject to investment or other restrictions, unfavorable accounting treatment, capital charges or reserve requirements.
 
The Volatile Economy and Credit Crisis May Increase Loan Defaults and Affect the Value and Liquidity of Your Investment
 
In recent years, the global economy experienced a significant recession, as well as a severe, ongoing disruption in the credit markets, including the general absence of investor demand for and purchases of commercial mortgage-backed securities and other asset-backed securities and structured financial products. While the United States economy may technically be out of the recession, any recovery could be fragile and may not be sustainable for any specific period of time, and the global or United States economy could slip into an even more significant recession. Continued downward price pressures and increasing defaults and foreclosures in residential real estate or other conditions that severely depressed the overall economy and contributed to the credit crisis have also led to increased vacancies, decreased rents or other/declines in income from, or the value of, commercial real estate.
 
Additionally, decreases in the value of commercial properties and the tightening by commercial real estate lenders of underwriting standards have prevented many commercial borrowers from refinancing their mortgages. A substantial amount of U.S. mortgage loans, with balloon payment obligations in excess of their respective current property values, are maturing over the coming three years. These circumstances have increased delinquency and default rates of securitized commercial mortgage loans, and lead to widespread commercial mortgage defaults.
 
In addition, the declines in commercial real estate values have resulted in reduced borrower equity, hindering such borrower’s ability to refinance in an environment of increasingly restrictive lending standards and giving them less incentive to cure delinquencies and avoid foreclosure. Higher loan-to-value ratios are likely to result in lower recoveries on foreclosure, and an increase in loss severities above those that would have been realized had commercial property values remained the same or continued to increase. Defaults, delinquencies and losses have further decreased property values, thereby resulting in additional defaults by commercial mortgage borrowers, further credit constraints, further declines in property values and further adverse effects on the perception of the value of commercial mortgage-backed securities. Even if the real estate market does recover, the mortgaged property underlying the mortgage loans and, therefore, the certificates, may decline in value. Any further economic downturn may adversely affect the financial resources of the related borrowers and may result in the inability of the related borrowers to make interest payments on the related mortgage loans and repayment at maturity. In the event of default by the related borrowers under the related mortgage loans, the certificateholders would likely suffer a loss on their investment.
 
In addition, the global financial markets have experienced increased volatility due to uncertainty surrounding the level and sustainability of the sovereign debt of various countries. Much of this uncertainty has related to certain countries, including Greece, Ireland, Spain, Portugal and Italy, that participate in the European Monetary Union and whose sovereign debt is generally denominated in euros, the common currency shared by members of that union. In addition, some economists, observers and
 
 
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market participants have expressed concerns regarding the sustainability of the monetary union and the common currency in their current form.
 
Concerns regarding sovereign debt may spread to other countries at any time. Furthermore, many state and local governments in the United States are experiencing, and are expected to continue to experience, severe budgetary constraints. Market volatility or disruption could result if a state were to default on its debt, or a significant local government were to default on its debt or seek relief from their debt in bankruptcy or by agreement with their creditors. In addition, recently-enacted financial reform legislation in the United States could adversely affect the availability of credit for commercial real estate.
 
Any or all of the circumstances described above may lead to further volatility in or disruption of the credit markets at any time. Moreover, other types of events, domestic or international, may affect general economic conditions and financial markets, such as wars, revolts, insurrections, armed conflicts, energy supply or price disruptions, terrorism, political crises, natural disasters and man-made disasters. We cannot predict such matters or their effect on the value or performance of the certificates.
 
Investors should consider that general conditions in the commercial real estate and mortgage markets may adversely affect the performance of the mortgage loans and accordingly the performance of the offered certificates. In addition, in connection with all the circumstances described above, you should be aware in particular that:
 
 
such circumstances may result in substantial delinquencies and defaults on the mortgage loans and adversely affect the amount of liquidation proceeds that would be realized in the event of foreclosures and liquidations;
 
 
defaults on the mortgage loans may occur in large concentrations over a period of time, which might result in rapid declines in the value of your certificates;
 
 
notwithstanding that the mortgage loans were recently underwritten and originated or acquired, the values of the mortgaged properties may have declined since the related mortgage loans were originated or acquired and may decline following the issuance of the offered certificates and such declines may be substantial and occur in a relatively short period following the issuance of the offered certificates; and such declines may or may not occur for reasons largely unrelated to the circumstances of the particular property;
 
 
if you determine to sell offered certificates, you may be unable to do so or you may be able to do so only at a substantial discount from the price you paid, which may be the case for reasons unrelated to the then-current performance of the offered certificates or the mortgage loans, and which may be the case within a relatively short period following the issuance of the offered certificates;
 
 
if the mortgage loans default, then the yield on your investment may be substantially reduced notwithstanding that liquidation proceeds may be sufficient to result in the repayment of the principal of and accrued interest on your certificates; an earlier than anticipated repayment of principal (even in the absence of losses) in the event of a default in advance of the maturity date would tend to shorten the weighted average period during which you earn interest on your investment; and a later than anticipated repayment of principal (even in the absence of losses) in the event of a default upon the maturity date would tend to delay your receipt of principal and the interest on your investment may be insufficient to compensate you for that delay;
 
 
even if liquidation proceeds received on defaulted mortgage loans are sufficient to cover the principal and accrued interest on those mortgage loans, the trust fund may experience losses in the form of special servicing fees and other expenses, and you may bear losses as a result, or your yield may be adversely affected by such losses;
 
 
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the time periods to resolve defaulted mortgage loans may be long, and those periods may be further extended because of borrower bankruptcies, judicial foreclosure and related litigation; and this may be especially true in the case of loans made to borrowers that have, or whose affiliates have, substantial debts other than the mortgage loan, including related subordinate or mezzanine financing. See “—Potential Conflicts of Interest” in this free writing prospectus;
 
 
if foreclosure or similar proceedings involve mortgaged properties across multiple states, resolution may take a longer time period and involve greater expenses, resulting in a lower recovery than may have been realized than if foreclosure or similar proceedings were instituted in a single jurisdiction;
 
 
trading activity associated with indices of commercial mortgage-backed securities may also drive spreads on those indices wider than spreads on commercial mortgage-backed securities, thereby resulting in a decrease in value of such commercial mortgage-backed securities, including your certificates, and spreads on those indices may be affected by a variety of factors, and may or may not be affected for reasons involving the commercial real estate markets and may be affected for reasons that are unknown and cannot be discerned; and
 
 
even if you intend to hold your certificates, depending on your circumstances, you may be required to report declines in the value of your certificates, and/or record losses, on your financial statements or regulatory or supervisory reports, and/or repay or post additional collateral for any secured financing, hedging arrangements, repurchase transactions or other financial transactions that you have entered into that are backed by or make reference to your certificates, in each case as if your certificates were to be sold immediately.
 
In connection with all the circumstances described above, the risks we describe elsewhere under “Risk Factors” in this free writing prospectus and the accompanying prospectus are heightened substantially, and you should review and carefully consider such risk factors in light of such circumstances.
 
The Prospective Performance of the Mortgage Loans Included in the Trust Fund Should Be Evaluated Separately from the Performance of the Mortgage Loans in Any of Our Other Trusts
 
While there may be certain common factors affecting the performance and value of income-producing real properties in general, those factors do not apply equally to all income-producing real properties and, in many cases, there are unique factors that will affect the performance and/or value of a particular income-producing real property. Moreover, the effect of a given factor on a particular real property will depend on a number of variables, including but not limited to property type, geographic location, competition, sponsorship and other characteristics of the property and the related commercial mortgage loan. Each income-producing real property represents a separate and distinct business venture and, as a result, each of the mortgage loans requires a unique underwriting analysis. Furthermore, economic and other conditions affecting real properties, whether worldwide, national, regional or local, vary over time. The performance of a pool of mortgage loans originated and outstanding under a given set of economic conditions may vary significantly from the performance of an otherwise comparable mortgage pool originated and outstanding under a different set of economic conditions. Accordingly, investors should evaluate the mortgage loans underlying the offered certificates independently from the performance of commercial mortgage loans underlying any other series of certificates.
 
As a result of the distinct nature of each pool of commercial mortgage loans, and the separate mortgage loans within the pool, this free writing prospectus 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 that may show a low level of delinquencies and defaults would not be indicative of the performance
 
 
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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 free writing prospectus with respect to the mortgage loans, and not on the basis of any successful performance of other pools of securitized commercial mortgage loans.
 
Commercial Lending Is Dependent Upon Net Operating Income
 
The liquidation value of a commercial property is determined, in substantial part, by the capitalization of the property’s cash flow. However, net operating income can be volatile and may be insufficient to cover debt service on the commercial mortgage loan at any given time.
 
For historical financial information relating to the mortgaged properties, including net operating income for the most recent reporting period and prior three calendar years, to the extent available, prospective investors should review Annex A-1 and Annex A-3 to this free writing prospectus. Certain mortgage loans are secured in whole or in part by mortgaged properties that have no prior operating history available or otherwise lack historical financial figures and information. A mortgaged property may lack prior operating history or historical financial information because it is newly constructed, it is a recent acquisition by the related borrower or it is a single-tenant property that is subject to a triple net lease. In addition, a tenant’s lease may contain confidentiality provisions that restrict the mortgage loan sellers’ access to or disclosure of such tenant’s financial information. The underwritten net cash flows and underwritten net operating income for such mortgaged properties are derived principally from current rent rolls or tenant leases (or, in some cases, based on leases that are not yet in place (and may still be under negotiation) or on tenants that may have signed a lease, or lease amendment expanding the leased space, but are not yet in occupancy in all or a portion of their space and/or paying rent) and historical expenses, adjusted to account for inflation, significant occupancy increases and a market rate management fee. However, we cannot assure you that such tenants will execute leases or expand their space or, in any event, that actual cash flows from such mortgaged properties will meet such projected cash flows, income and expense levels or that those funds will be sufficient to meet the payment obligations of the related mortgage loans. See “Description of the Mortgage Pool—Additional Mortgage Loan Information” and “—Net Cash Flow and Certain Underwriting Considerations” in this free writing prospectus and “Risk Factors—Commercial and Multifamily Mortgage Loans Have Risks That May Affect Payments on Your Certificates” in the prospectus.
 
The volatility of net operating income will be influenced by many of the foregoing factors, as well as by:
 
 
the length of tenant leases (including that, in certain cases, all or substantially all of the tenants, or one or more sole, anchor or other major tenant at a particular mortgaged property have leases that expire or permit the tenant(s) to terminate its or their lease(s) during the term of the related mortgage loan);
 
 
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.
 
 
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In addition, underwritten or adjusted cash flows, by their nature, are speculative and are based upon certain assumptions and projections. The failure of such assumptions or projections in whole or in part could cause the underwritten net operating income (calculated as described in “Description of the Mortgage Pool—Additional Mortgage Loan Information” in this free writing prospectus) to vary substantially from the actual net operating income of a mortgaged property. See “—Risks Relating to Underwritten Net Cash Flow” below.
 
Risks Relating to Underwritten Net Cash Flow
 
As described under “Description of the Mortgage Pool—Additional Mortgage Loan Information” in this free writing prospectus, underwritten net cash flow generally includes cash flow (including any cash flow from master leases) adjusted based on a number of assumptions used by the mortgage loan sellers. No representation is made that the underwritten net cash flow set forth in this free writing prospectus as of the cut-off date or any other date represents actual future net cash flows. For example, with respect to certain mortgage loans included in the trust, the occupancy of the related mortgaged property reflects tenants that (i) may not have yet actually executed leases, (ii) have signed leases but have not yet taken occupancy and/or are not paying full contractual rent, (iii) are seeking or may in the future seek to sublet all or a portion of their respective spaces, (iv) are “dark” tenants but paying rent, or (v) are affiliates of the related borrower and are leasing space pursuant to a master lease or a space lease. Similarly, with respect to certain mortgage loans included in the trust, the underwritten net cash flow may be based on certain tenants that have not yet executed leases or that have signed leases but are not yet in place and/or are not yet paying rent, or have a signed lease or lease amendment expanding the leased space, but are not yet in occupancy in all or a portion of their space and/or paying rent, or may assume that future contractual rent steps (during some or all of the remaining term of a lease) have occurred. Each investor should review these and other similar assumptions and make its own determination of the appropriate assumptions to be used in determining underwritten net cash flow. In many cases, co-tenancy provisions were assumed to be satisfied and vacant space was assumed to be occupied and space that was due to expire was assumed to have been re-let, in each case at market rates that may have exceeded current rent.
 
In the event of the inaccuracy of any assumptions or projections used in connection with the calculation of underwritten net cash flow, the actual net cash flow could be significantly adversely affected.
 
In addition, the debt service coverage ratios set forth in this free writing prospectus for the mortgage loans and the mortgaged properties vary, and may vary substantially, from the debt service coverage ratios for the mortgage loans and the mortgaged properties as calculated pursuant to the definition of such ratios as set forth in the related mortgage loan documents. See “Description of the Mortgage Pool—Net Cash Flow and Certain Underwriting Considerations” in this free writing prospectus for additional information on certain of the mortgage loans in the trust.
 
Limited Information Causes Uncertainty
 
Some of the mortgage loans that we intend to include in the trust are mortgage loans that were made to enable the related borrower to acquire the related mortgaged property, and certain mortgage loans may be secured by recently constructed properties. Accordingly, for certain of these mortgage loans, limited or no historical operating information is available with respect to the related mortgaged properties. As a result, you may find it difficult to analyze the historical performance of those mortgaged properties.
 
No Reunderwriting of the Mortgage Loans
 
We have not reunderwritten the mortgage loans. Instead, we have relied on the representations and warranties made by the mortgage loan sellers, and the applicable mortgage loan seller’s obligation to repurchase, substitute for or cure a mortgage loan in the event that a representation or warranty was not true when made and such breach materially and adversely affects the value of the mortgage loan, the value of the related mortgaged property or the interests of the certificateholders. These representations
 
 
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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. Furthermore, these representations and warranties in some respects represent an allocation of risk rather than a confirmed description of the mortgage loans, although none of the mortgage loan sellers have made representations and warranties that they know to be untrue (subject to the exceptions to the representations and warranties described in the purchase agreement and this free writing prospectus). 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 free writing prospectus.
 
Risks Associated with Commercial Real Estate Lending
 
The borrower’s ability to make payments due on its related mortgage loan will be subject to the risks generally associated with real estate investments. These risks include adverse changes in general or local economic conditions, real estate values generally and in the locales of the related mortgaged properties, interest rates, real estate tax rates, other operating expenses (including costs of energy), inflation, the supply of and demand for properties of the type involved, zoning laws or other governmental rules and policies (including environmental restrictions), competitive conditions (including changes in land use and construction of new competitive properties) that may affect the ability of a borrower to obtain or maintain full occupancy of the related mortgaged properties, bankruptcy or other events adversely affecting the tenants or prospective tenants at such mortgaged properties, civil disorder, acts of war or of terrorists, acts of God, such as floods or earthquakes, and other factors beyond the control of the related borrower. Due to these and other factors, the performance of real estate has historically been cyclical. Such factors may make it difficult for the mortgaged properties to generate sufficient net operating income to make full and timely payments on the related mortgage loans. Also, if any major repair or improvement is required at a mortgaged property, we cannot assure you that the related borrower (or tenant, if required under its lease) will be able to obtain funds to make such repair or improvement. As with all real estate, if reconstruction (for example, following fire or other casualty) or any major repair or improvement is required at a mortgaged property, changes in governmental approvals may be applicable and may materially affect the cost to, or ability of, the related borrower to effect such reconstruction, major repair or improvement. Furthermore, certain of the reciprocal easement and operating agreements or anchor tenant leases may provide that the anchor tenant is permitted to terminate its lease or operating covenant in certain circumstances, including if a mortgaged property is substantially damaged or taken by condemnation. See “—Retail Properties Have Special Risks” below.
 
Office Properties Have Special Risks
 
Twenty (20) of the mortgaged properties, securing twenty (20) mortgage loans, representing approximately 43.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, are office properties.
 
A large number of factors may adversely affect the value of office properties, including:
 
 
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);
 
 
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the desirability of the area as a business location;
 
 
the strength and nature of the local economy, including labor costs, tax environment and the quality of life for employees; and
 
 
an adverse change in population, patterns of telecommuting or sharing of office space, and employment growth (all of which affect the demand for office space).
 
Certain of the mortgage loans identified as being secured by office properties are medical office properties, which are subject to certain additional risks. The performance of a medical office property may depend on (i) the proximity of such property to a hospital or other health care establishment and (ii) reimbursements for patient fees from private or government-sponsored insurers. The performance of a medical or dental office property may depend on (i) its ability to attract doctors and nurses to be on staff, (ii) its ability to afford and acquire the latest medical or dental equipment, (iii) a sufficient patient base and (iv) reimbursements for patient fees and other charges from private or government sponsored insurers. Issues related to reimbursement (ranging from non-payment to delays in payment) from insurers could adversely impact cash flow at such mortgaged property.
 
Certain of the mortgage loans identified as being secured by office properties may include parking garages, which present certain risks. Parking garages present risks not associated with other properties. The primary source of income for parking garages is the rental fees charged for parking spaces. Factors affecting the success of a parking garage include the number of rentable parking spaces and rates charged and the amount of alternative parking spaces in the area. In addition, because of the unique construction requirements of many parking garages, a parking garage may not be easily converted to other uses. See “—Some Mortgaged Properties May Not Be Readily Convertible To Alternative Uses” in this free writing prospectus.
 
Moreover, the cost of refitting office space for a new tenant is often higher than the cost of refitting other types of properties for new tenants. See “—Risks Relating to Mortgage Loan Concentrations and Borrower-Sponsor Concentrations” below and “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Type Concentrations” in this free writing prospectus.
 
Multifamily Properties Have Special Risks
 
Thirty-one (31) of the mortgaged properties, securing thirteen (13) mortgage loans, representing approximately 16.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, are multifamily properties.
 
A large number of factors may adversely affect the value and successful operation of a multifamily property, including:
 
 
the physical attributes of the apartment or student housing building (e.g., its age, appearance and construction quality);
 
 
the quality of property management;
 
 
the location of the property (e.g., a change in the neighborhood over time or increased crime in the neighborhood);
 
 
the ability of management to provide adequate security, maintenance and insurance;
 
 
the types of services the property provides;
 
 
the property’s reputation;
 
 
the level of mortgage interest rates (which may encourage tenants to purchase rather than rent housing);
 
 
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the generally short term of residential leases and the need for continued reletting;
 
 
rent concessions and month-to-month leases, which may impact cash flow on the property;
 
 
in the case of student housing facilities, which may be more susceptible to damage or wear and tear than other types of multifamily housing, the reliance on the financial well-being of the college or university to which it relates, competition from on-campus housing units, which may adversely affect occupancy, the physical layout of the housing, which may not be readily convertible to traditional multifamily use, and the fact that student tenants have a higher turnover rate (and may be financially less able to make rent payments) than other types of multifamily tenants, which in certain cases is compounded by the fact that student leases are available for periods of less than 12 months;
 
 
restrictions on the age of tenants who may reside at the property;
 
 
receipt of rent subsidies from the United States Department of Housing and Urban Development under its Section 8 Tenant-Based Assistance Rental Certificate Program;
 
 
state and local regulations, including rent control and rent stabilization ordinances and regulations;
 
 
whether the property is subject to low income housing use restrictions that limit income of tenants and rent for units;
 
 
the presence of competing properties and residential developments in the local market;
 
 
the existence of corporate tenants renting large blocks of units at the property, which in the event such tenant vacates would leave the property with a significant percentage of unoccupied space; and in the event such tenant was renting at an above-market rent may make finding replacement tenants difficult;
 
 
the tenant mix, particularly if the tenants are predominantly students, personnel from or workers related to a military base or workers from a particular business or industry;
 
 
adverse local, regional or national economic conditions, which may limit the amount of rent that can be charged and may result in a reduction in timely rent payments or a reduction in occupancy;
 
 
state and local regulations;
 
 
government assistance/rent subsidy programs; and
 
 
national, state or local politics.
 
See “Description of the Mortgage PoolMortgage Pool CharacteristicsProperty Type Concentrations” in this free writing prospectus.
 
 Hotel Properties Have Special Risks
 
Seventeen (17) of the mortgaged properties, securing eleven (11) mortgage loans, representing approximately 16.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, are hotel properties. See “Risk Factors—Commercial and Multifamily Mortgage Loans Have Risks That May Affect Payments on Your Certificates” in the prospectus.
 
Because rooms are generally rented for short periods of time, the financial performance of hospitality properties tends to be affected by adverse economic conditions and competition more quickly than other
 
 
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commercial properties. Additionally, as a result of high operating costs, relatively small decreases in revenue can cause significant stress on a property’s cash flow.
 
Moreover, the hospitality and lodging industry is generally seasonal in nature and different seasons affect different hospitality properties differently depending on type and location. This seasonality can be expected to cause periodic fluctuations in a hospitality property’s room and restaurant revenues, occupancy levels, room rates and operating expenses. We cannot assure you that cash flow will be sufficient to offset any shortfalls that occur at the mortgaged property during slower periods or that the related mortgage loans provide for seasonality reserves, or if seasonality reserves are provided for, that such reserves will be funded or will be sufficient or available to fund such shortfalls.
 
In addition, some of the hospitality mortgaged properties are limited-service hotels. Hospitality properties that are limited-service hotels may subject a lender to more risk than full-service hotels as they generally require less capital for construction than full-service hotels. In addition, as limited-service hotels generally offer fewer amenities than full-service hotels, they are less distinguishable from each other. As a result, it is easier for limited-service hotels to experience increased or unforeseen competition.
 
In addition to hotel operations, some hospitality properties also operate entertainment complexes, that include restaurants, lounges, nightclubs and/or banquet and meeting spaces and may derive a significant portion of the related property’s revenue from such operations. Consumer demand for entertainment resorts is particularly sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences could be driven by factors such as perceived or actual general economic conditions, high energy, fuel and food costs, the increased cost of travel, the potential for bank failures, the weakened job market, perceived or actual disposable consumer income and wealth, fears of recession and changes in consumer confidence in the economy, or fears of war and future acts of terrorism. These factors could reduce consumer demand for the leisure activities that the property offers, thus imposing practical limits on pricing and harming operations. Restaurants and nightclubs are particularly vulnerable to changes in consumer preferences. In addition, a nightclub’s, restaurant’s or bar’s revenue is extremely dependent on its popularity and perception. These characteristics are subject to change rapidly and we cannot assure you that any of a hospitality property’s nightclubs, restaurants or bars will maintain their current level of popularity or perception in the market. Any such change could have a material adverse effect on the net cash flow of the property.
 
Some of the hotels have liquor licenses associated with the mortgaged property. The liquor licenses for these mortgaged properties are generally held by affiliates of the related borrowers, unaffiliated managers or operating lessees. The laws and regulations relating to liquor licenses generally prohibit the transfer of such licenses to any person, or condition such transfer on the prior approval of the governmental authority that issued the license. In the event of a foreclosure of a hotel property that holds a liquor license, the special servicer on behalf of the trust or a purchaser in a foreclosure sale would likely have to apply for a new license, which might not be granted or might be granted only after a delay that could be significant. We cannot assure you that a new license could be obtained promptly or at all. The lack of a liquor license in a hotel could have an adverse impact on the revenue from the related mortgaged property or on the hotel’s occupancy rate.
 
Additionally, certain of these mortgaged properties may have been designated as historic or landmark buildings or may be located in areas designated as historic or landmark. Such properties may have restrictions related to renovations, construction or other restrictions. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Type Concentrations” in this free writing prospectus.
 
Risks Relating to Affiliation with a Franchise or Hotel Management Company
 
Seventeen (17) mortgaged properties identified as “Shaner Hotels Limited Service Portfolio”, “Holiday Inn & Suites Across from Universal Studios”, “Hyatt Regency Lexington”, “Marriott Fort Lauderdale”, “Renaissance Boca Raton”, “Staybridge Suites Savannah Historic District”, “Hilton Garden Inn Tampa Riverview”, “Hilton Garden Inn Westampton”, “Hilton Garden Inn Houston”, “Residence Inn – Dover” and “Candlewood Suites Indianapolis Airport” on Annex A-1 to this free writing prospectus, securing eleven
 
 
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(11) mortgage loans representing approximately 16.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are affiliated with a franchise, licensing or hotel management company through a franchise or management agreement. See “Risk Factors—Commercial and Multifamily Mortgage Loans Have Risks That May Affect Payments on Your Certificates” in the prospectus.
 
The continuation of a franchise agreement, licensing agreement or management agreement is typically subject to specified operating standards, property improvement plans, and other terms and conditions set forth in such agreements. The failure of a borrower to maintain such standards or adhere to other applicable terms and conditions could result in the loss or cancellation of their rights under the franchise agreement, licensing agreement or management agreement. In addition, some of these agreements applicable to the hotel mortgaged properties expire, or grant the franchisor/licensor a termination right that is exercisable, during the term of the related mortgage loan. We cannot assure you that a replacement franchise or license could be obtained in the event of a termination. In addition, replacement franchises/licenses may require significantly higher fees as well as the investment of capital to bring the hotel into compliance with the requirements of the replacement franchisor/licensor. Any provision in a franchise agreement, licensing agreement or management agreement providing for termination because of a bankruptcy of a franchisor or manager generally will not be enforceable.
 
The franchise agreements, license agreements and the property management agreements generally restrict transfers of the subject agreement, transfers of the ownership interests of the related borrower and/or transfers of the subject hospitality mortgaged property, and generally (a) contain certain approval rights regarding the transferee and/or (b) prohibit certain transfers for various reasons, including, without limitation, that (i) the transferee does not have sufficient financial resources to fulfill the owner’s obligations under the franchise agreement, licensing agreement or management agreement, as applicable, (ii) the transferee is among a group of specifically designated prohibited transferees and/or (iii) the transferee is a competitor (as defined in the franchise agreement, licensing agreement or management agreement). Such restrictions may impact a foreclosure sale or a sale of an REO property. In the event of a foreclosure, the lender may not have the right to use the franchise license without the franchisor’s consent or the manager might be able to terminate the management agreement. Conversely, in the case of certain mortgage loans, the lender may be unable to remove a franchisor/licensor or a hotel management company that it desires to replace following a foreclosure and, further, may be limited as regards the pool of potential transferees for a foreclosure or real estate owned property.
 
In some cases where a hospitality property is subject to a license or franchise agreement, the licensor or franchisor has required the completion of various repairs and/or renovations pursuant to a property improvement plan issued by the franchisor. Failure to complete those repairs and/or renovations in accordance with the plan could result in the hospitality property losing its license or franchise. Annex A-1 and the related footnotes set forth the amount of reserves, if any, established under the related mortgage loans in connection with any of those repairs and/or renovations. We cannot assure you that any amounts reserved will be sufficient to complete the repairs and/or renovations required with respect to any affected hospitality property. In addition, in some cases, those reserves will be maintained by the franchisor or property manager. Furthermore, the lender may not require a reserve for repairs and/or renovations in all instances.
 
In addition, there may be risks associated with hospitality properties that have not entered into or become a party to any franchise agreement, license agreement or other “flag”. Hospitality properties often enter into these types of agreements in order to align the hospitality property with a certain public perception or to benefit from a centralized reservation system. We cannot assure you that hospitality properties that lack such benefits will be able to operate successfully on an independent basis. See “Description of Top Ten Mortgage Loans and Additional Mortgage Loan Information” in Annex A-3 to this free writing prospectus.
 
See also “—Hotel Properties Have Special Risks above and “Description of the Mortgage PoolMortgage Pool CharacteristicsProperty Type Concentrations” in this free writing prospectus.
 
 
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Retail Properties Have Special Risks
 
Thirteen (13) of the mortgaged properties, securing thirteen (13) mortgage loans, representing approximately 15.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are retail properties. Ten (10) of these mortgaged properties identified as “St. Louis Premium Outlets”, “The Outlet Shoppes of the Bluegrass”, “West Shore Plaza Shopping Center”, “Newington Commons”, “Broadway Marketplace–Parcel 2,3,4”, “Metro Centre”, “Eastwood Village Shopping Center”, “Walden Park Shopping Center”, “Mill Creek Crossing” and “Rockaway Shopping Center” on Annex A-1 to this free writing prospectus, securing ten (10) mortgage loans, representing approximately 14.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, may have one or more “anchor tenants” or “shadow anchor tenants”, which may or may not be tenants at the mortgaged properties that represent collateral for the related mortgage loan. The value of retail properties is significantly affected by the quality of the tenants as well as fundamental aspects of real estate, such as location and market demographics. The correlation between success of tenant businesses and a retail property’s value may be more direct with respect to retail properties than other types of commercial property because a component of the total rent paid by certain retail tenants is often tied to a percentage of gross sales.
 
Whether a retail property is “anchored”, “shadow anchored” or “unanchored” is also an important consideration. The presence or absence of an “anchor tenant” or a “shadow anchor tenant” in or near a retail property also can be important because anchors play a key role in generating customer traffic and making a center desirable for other tenants. An “anchor tenant” located on a related property is usually proportionately larger in size than most other tenants in the property and is vital in attracting customers to a retail property. A “shadow anchor tenant” is usually proportionally larger in size than most tenants in the property, is important in attracting customers to a retail property and is located sufficiently close and convenient to the property so as to influence and attract potential customers, but is not located on the mortgaged property. The economic performance of an anchored or shadow anchored retail property will consequently be adversely affected by:
 
 
an anchor tenant’s or shadow anchor tenant’s failure to renew or extend 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 tenant 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).
 
In certain instances with respect to the mortgaged properties, anchor tenant leases expire during the term of the related mortgage loan or such tenants may have the option to terminate their respective leases early. See “Description of Top Ten Mortgage Loans and Additional Mortgage Loan Information” in Annex A-3 to this free writing prospectus for the lease rollover schedules for certain of the mortgage loans and see Annex A-1 to this free writing prospectus for the lease expiration dates for the five (5) largest tenants (based on net rentable area leased) at each mortgaged property to the extent applicable. We cannot assure you that if anchor tenants or shadow anchor tenants at a particular mortgaged property were to close or remain vacant, such anchor tenants or shadow anchor tenants, as applicable, would be replaced in a timely manner or, if part of the collateral for the related mortgage loan, without incurring material additional costs to the related borrower or resulting in adverse economic effects. See “Description of the Mortgage Pool—Mortgaged Property Considerations—Tenant Issues—Terminations and —Expirations” in this free writing prospectus.
 
In addition, various anchor parcels and/or anchor improvements at a mortgaged property may be owned by the anchor tenant (or an affiliate of the anchor tenant) or by a third party and therefore not be part of the related mortgaged property and the related borrower may not receive rental income from such anchor tenant.
 
 
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Retail properties that have anchor tenant-owned stores often have reciprocal easement and operating agreements between the retail property owner and such anchor tenants containing certain operating and maintenance covenants. We cannot assure you that the reciprocal easement or operating agreements, as applicable, will not expire prior to the maturity date of the related mortgage loan. Although an anchor tenant that owns its own parcel does not pay rent, it generally is required to pay a contribution toward common area maintenance and real estate taxes on the improvements and related real property. Anchor tenants that lease their stores often have operating covenants as well. Such operating covenants may be provided for in the anchor tenant lease or in the reciprocal easement and operating agreement, if any, affecting the mortgaged property. Anchor tenants that have no operating covenants or whose covenants have expired previously or will expire during the term of the related mortgage loan are or will not be contractually obligated to operate their stores at the applicable mortgaged property. A number of the tenant leases and reciprocal easement and operating agreements at the mortgaged properties have co-tenancy clauses which permit such stores to abate the rent payable, refrain from opening for business, cease operating and/or terminate their leases if certain anchor or other major tenants, and/or if a specified percentage of the stores at the related mortgaged property, are not occupied and operating. Certain tenants may also have certain other termination rights related to sales targets. Certain of the operating covenants with respect to the mortgaged properties have expired or will expire prior to the maturity date of the related mortgage loan. We cannot assure you that operating covenants will be obtained in the future for these or any of the anchor tenants.
 
Certain tenant (including anchor tenant) estoppels obtained in connection with the origination of the mortgage loans identified disputes between the related borrower and the applicable tenant, or alleged defaults or potential defaults by the applicable property owner under the lease or reciprocal easement and operating agreement. Such disputes, defaults or potential defaults could result in a tenant off-setting rent or could lead to a termination or attempted termination of the applicable lease or reciprocal easement and operating agreement by the tenant or to litigation against the related borrower. We cannot assure you that the identified tenant disputes will not have a material adverse effect on the ability of the related borrowers to repay the mortgage loan. In addition, we cannot assure you that the tenant estoppels obtained identify all potential disputes that may arise with tenants.
 
In addition, certain tenants may not provide estoppels, or the estoppels obtained may not be timely. In such cases material information about the related leases may not have been available for loan underwriting purposes at origination. We cannot assure you that the failure to obtain related estoppel information will not have a material adverse effect on the related mortgage loans.
 
Rental payments from tenants of retail properties typically comprise the largest portion of the net operating income of those mortgaged properties. Certain tenants at the mortgaged properties may be paying rent but are not yet in occupancy or have signed leases but have not yet started paying rent and/or are not yet in occupancy. See “—Certain Additional Risks Relating to Tenants” in this free writing prospectus. Risks applicable to anchor tenants (such as bankruptcy, failure to renew leases, early terminations of leases and vacancies) also apply to other tenants. We cannot assure you that the rate of occupancy at the stores will remain at the current levels or that the net operating income contributed by the mortgaged properties will remain at its current or past levels. See “—Risks of Lease Early Termination Options” in this free writing prospectus.
 
Borrowers, property managers and their affiliates of mortgaged properties may currently own, and in the future property managers of mortgaged properties and affiliates of borrowers may develop or acquire, additional properties and lease space in other properties in the same market areas where the mortgaged properties are located. Property managers at the related mortgaged properties also may manage competing properties. None of the property managers or any other party has any duty to favor the leasing of space in the mortgaged properties over the leasing of space in other properties, one or more of which may be adjacent to, or near the mortgaged properties.
 
Retail properties also face competition from sources outside a given real estate market. Factory outlet centers, discount shopping centers and clubs, video shopping networks, catalogue retailers, home shopping networks, direct mail, Internet selling and telemarketing all compete with more traditional retail properties for consumer dollars. Continued growth of these and other alternative retail outlets could
 
 
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adversely affect the rents collectible at the mortgaged properties secured by retail properties. Increased competition could adversely affect income from and market value of those mortgaged properties.
 
In some cases, the leases of certain anchor and other significant tenants prohibit the landlord from leasing space at or near the related mortgaged property to a competitor of the subject tenant, thereby adversely affecting the potential tenant pool and/or the value of the related mortgaged property in a foreclosure scenario.
 
In addition, certain of the retail properties have tenants that are subject to risks unique to their business, such as theaters and restaurants. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Type Concentrations” in this free writing prospectus. In such cases, aspects of building site design and adaptability affect the value of such properties and other retailers at the mortgaged property. For example, the limited adaptability of certain shopping malls that have proven unprofitable has recently resulted in extremely high loss severities on mortgage loans secured by those shopping malls, which mortgage loans were owned by commercial mortgage-backed securitization trusts. In one particular case, a significant amount of advances made by the applicable servicer(s) of a mortgage loan secured by a shopping mall property, combined with low liquidation proceeds in respect of that property, resulted in a loss severity exceeding 100% of the outstanding principal balance of that mortgage loan. See “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” below.
 
In addition, decreasing patronage at such properties could adversely affect revenue of the property, which may, in turn, cause the tenants to experience financial difficulties, resulting in downgrades in their credit, lease defaults, ratings and, in certain cases, bankruptcy filings. See “—Tenant Bankruptcy Entails Risks” below. Additionally, receipts at such properties are also affected not only by objective factors but by subjective factors. For instance, restaurant receipts are affected by such varied influences as the current personal income levels in the community, an individual consumer’s preference for type of food, style of dining and restaurant atmosphere, the perceived popularity of the restaurant, food safety concerns related to personal health with the handling of food items at the restaurant or by food suppliers and the actions and/or behaviors of staff and management and level of service to the customers. In addition, because of unique construction requirements of such properties, any vacant space would not easily be converted to other uses.
 
Certain retail properties may have other non-retail types of tenants, including medical office tenants. For risks related to these types of tenants, see “—Office Properties Have Special Risks” in this free writing prospectus.
 
Industrial Properties Have Special Risks
 
Five (5) of the mortgaged properties, securing five (5) mortgage loans representing approximately 3.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, are entirely or partially 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;
 
 
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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 for a warehouse/industrial property include high clear ceiling heights, wide column spacing, a large number of bays (loading docks) and large bay depths, divisibility, a layout that can accommodate large truck minimum turning radii and overall functionality and accessibility.
 
In addition, because of unique construction requirements of many industrial properties, any vacant industrial property space may not be easily converted to other uses. Thus, if the operation of any of the industrial properties becomes unprofitable due to competition, age of the improvements or other factors such that the borrower becomes unable to meet its obligations on the related mortgage loan, the liquidation value of that industrial property may be substantially less, relative to the amount owing on the related mortgage loan, than would be the case if the industrial property were readily adaptable to other uses.
 
Location is also important because an industrial property requires the availability of labor sources, proximity to supply sources and customers and accessibility to rail lines, major roadways and other distribution channels.
 
See “Description of the Mortgage PoolMortgage Pool CharacteristicsProperty Type Concentrations” in this free writing prospectus.
 
Manufactured Housing Community Properties Have Special Risks
 
Five (5) of the mortgaged properties, securing five (5) mortgage loans, representing approximately 2.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, are manufactured housing community properties.
 
Commercial mortgage loans secured by liens on manufactured housing community properties pose risks not associated with commercial mortgage loans secured by liens on other types of income-producing real estate. The successful operation of a manufactured housing community property may depend upon the number of other competing residential developments in the local market, such as:
 
 
other manufactured housing community properties;
 
 
apartment buildings; and
 
 
site-built single family homes.
 
Other factors affecting the successful operation of a manufactured housing community property may also include:
 
 
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the physical attributes of the community, including its age and appearance;
 
 
location of the manufactured housing community property, including the seasonal effect upon occupancy, particularly with respect to seasonal sites occupied by recreational vehicles and travel-trailers, which often have short term rental contracts;
 
 
the percentage of owner-occupied homes versus rental homes;
 
 
any restrictions on the age of tenants who may reside at the property;
 
 
the ability of management to provide adequate maintenance and insurance;
 
 
the types of services or amenities provided;
 
 
the property’s reputation; and
 
 
state and local regulations, including rent control and rent stabilization as well as tenant association rights.
 
In general, a manufactured housing community property is a “single-purpose” property that could not be readily converted to general residential, retail or office use. Thus, if the operation of the manufactured housing community property becomes unprofitable due to competition, age of the improvements or other factors such that the borrower becomes unable to meet its obligations on the mortgage loan, the liquidation value of that manufactured housing community property may be substantially less, relative to the amount owing on the mortgage loan, than would be the case if the manufactured housing community property were readily adaptable to other uses.
 
Some of the manufactured housing community mortgaged properties securing mortgage loans in the issuing entity:
 
 
may be subject to rent control and other laws regulating the relationship between a property owner and its residential tenants;
 
 
may not be connected to public water and sewer systems;
 
 
have tenants that may not have leases or have short term or month-to-month leases and, accordingly, that are not obligated to remain at such mortgaged property for any extended period;
 
 
are located, in whole or in part, in a flood zone that requires the related borrower to maintain flood insurance if it owns any material structures located in a flood zone; or
 
 
may be deemed legally nonconforming for zoning purposes as to the underlying manufactured housing community use.
 
Certain manufactured housing community properties securing mortgage loans in the issuing entity are, in whole or in part, age-restricted to individuals that, in general, are 55 years of age or older. Such restrictions limit the potential residents of the related mortgaged properties and may affect property performance.
 
In the case of manufactured housing community mortgaged properties that are not connected to public water and sewer systems, the borrower could incur a substantial expense in connection with either the repair, maintenance or replacement of the existing system or the required connection to such public systems in the future. In addition, the use of well water and/or septic systems or private sewage treatment facilities enhances the likelihood that the property could be adversely affected by a recognized environmental condition that impacts soil and groundwater.
 
 
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In the case of manufactured housing community mortgaged properties that are located, in whole or in part, in a flood zone, flood insurance may not be available and, even if there are no material borrower-owned structures located in that flood zone, the potential for flooding may be a deterrent to tenants. See also representation number 18 in Annex D-1 and the identified exceptions to that representation in Annex D-2 to this free writing prospectus.
 
In the case of manufactured housing community mortgaged properties for which the current use or building conformation is deemed legally nonconforming for zoning purposes, limitations on rebuilding following a casualty can have significant and adverse economic effect on the related mortgaged property. First, zoning ordinances frequently establish a damage threshold beyond which the current use or conformation has to conform to current requirements. Where the units themselves are included in the calculation of the damage threshold (as opposed to the calculation being based solely on the underlying pads), or where the units themselves are separately subject to the damage threshold, it is more probable that the damage threshold will be exceeded by manufactured housing community mortgaged properties than for other types of mortgaged properties under comparable circumstances (and property value may be impaired by restrictions on replacing the units). Second, even where proceeds from casualty insurance, including law and ordinance coverage, are available, the value of insured improvements is generally much less than the loan amount. We cannot assure you that, if a casualty results in the manufactured housing community uses or other zoning characteristics, such as setbacks, no longer being permitted by the applicable zoning regulations, the lender will be able to recognize sufficient proceeds from the exercise of foreclosure or equivalent remedies or available insurance to avoid losses on the manufactured housing community mortgage loan. See “—Zoning Compliance, Use Restrictions and Condemnation May Adversely Affect Property Value” in this free writing prospectus.
 
Depending on the location of a manufactured housing community property, occupancy and collections may be highly seasonal. For example, a manufactured housing community in a warm weather state might earn most of its income from late fall to early spring.
 
Some of the manufactured housing community mortgaged properties securing the mortgage loans in the issuing entity may have a material number of leased homes that are owned (currently or in the future) by the related borrower or an affiliate of the related borrower and rented by the respective tenants, like apartments. In circumstances where the leased homes are owned by an affiliate of the borrower, the related pads may, in some cases, be subject to a master lease with that affiliate. In such cases, the tenants will tend to be more transient and less tied to the property than if they owned their own home. Such leased homes may, in certain cases, constitute collateral for the related mortgage loan. The borrower or an affiliate of the related borrower may acquire, own, lease, sell and/or finance the ownership of homes at a manufactured housing community mortgaged property.
 
See “Description of the Mortgage PoolMortgage Pool CharacteristicsProperty Type Concentrations” in this free writing prospectus.
 
Mixed Use Facilities Have Special Risks
 
One (1) of the mortgaged properties, securing one (1) mortgage loan, representing approximately 1.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is a mixed use property.
 
The mixed use mortgaged property consists of office and industrial components, and as such, the mortgage loan secured by the mixed use mortgaged property will share risks associated with such underlying components. In addition, a mixed use property may be managed by a manager that is not experienced in managing all of the property types comprising the mortgaged property.
 
See “—Office Properties Have Special Risks, “—Industrial Properties Have Special Risks and “Description of the Mortgage PoolMortgage Pool CharacteristicsProperty Type Concentrations” in this free writing prospectus.
 
 
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Self Storage Properties Have Special Risks
 
One (1) of the mortgaged properties, securing one (1) mortgage loan, representing approximately 0.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is a self storage property.
 
The self storage facilities market contains low barriers to entry. In addition, due to the short-term nature of self storage leases, self storage properties also may be subject to more volatility in terms of supply and demand than loans secured by other types of properties.
 
Because of the construction utilized in connection with certain self storage facilities, it might be difficult or costly to convert such a facility to an alternative use. Thus the liquidation value of self storage properties may be substantially less than would be the case if the same were readily adaptable to other uses.
 
Further, certain self storage facilities may include shipping container-type units that are personal property and consist of non-structural, freestanding shipping containers that have been re-purposed as storage lockers. In addition to the risks otherwise applicable to self storage properties, such units are personal property and, in the event of a foreclosure, the related income is unlikely to be deemed “qualifying rents from real property” for REMIC purposes. See “—Tax Consequences Related to Foreclosure” in this free writing prospectus.
 
In addition, it is difficult to assess the environmental risks posed by self storage facilities due to tenant privacy, anonymity and unsupervised access to these facilities. Therefore, these types of facilities may pose additional environmental risks to investors. The environmental site assessments discussed in this free writing prospectus did not include an inspection of the contents of the self storage units included in the self storage properties. We therefore cannot provide assurance that all of the units included in the self storage properties are free from hazardous materials, or that they will remain so in the future.
 
See “Description of the Mortgage PoolMortgage Pool CharacteristicsProperty Type Concentrations” in this free writing prospectus.
 
Risks of Lease Early Termination Options
 
Retail leases often give tenants the right to terminate the related lease or abate or reduce the related rent at the applicable mortgaged property (i) if the borrower allows uses at the mortgaged property in violation of use restrictions in current tenant leases, (ii) if the borrower or a prior owner of the mortgaged property or any of their respective affiliates owns other properties within a certain radius of the mortgaged property and allows uses at those properties in violation of use restrictions, (iii) if the related borrower fails to provide a designated number of parking spaces or otherwise fails to comply with particular parking agreements, (iv) if there is construction at the related mortgaged property or an adjacent property (whether or not such adjacent property is owned or controlled by the borrower or any of its affiliates) that may interfere with visibility or a tenant’s use of, or access to, the mortgaged property, (v) upon casualty or condemnation with respect to all or a portion of the mortgaged property that renders such mortgaged property unsuitable for a tenant’s use or if the borrower fails to rebuild such mortgaged property within a certain time or if the casualty or condemnation occurs near the end of the lease, (vi) if a tenant’s use is not permitted by zoning or applicable law, (vii) if a tenant is not permitted to exercise expansion rights at the mortgaged property, (viii) if the landlord fails to undertake various property renovations or improvement, (ix) if a tenant fails to meet certain sales criteria, or (x) if the landlord defaults on its obligations under the lease. In each identified instance the borrower may have interests adverse to the mortgagee, and we cannot assure you that the borrower will not violate those restrictions if it feels that such violation may otherwise benefit it or its affiliates to do so, even where such action is to the detriment of the mortgaged property.
 
In addition, it is common for other tenants at anchored or shadow-anchored retail centers to have the right to terminate their lease or abate or reduce rent if an anchor or shadow anchor tenant goes dark or for anchor tenants to have such rights if other anchor tenants or shadow anchor tenants go dark. Even if
 
 
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other tenants do not have termination or rent abatement rights, because an anchor or shadow anchor tenant plays a key role in generating customer traffic and making a center desirable for other tenants, we cannot assure you that any loss of an anchor tenant or shadow anchor tenant will not have a material adverse impact on the non-anchor tenants’ ability to operate, which may in turn adversely impact the borrower’s ability to meet its obligations under the related mortgage loan documents. If an anchor tenant or shadow anchor tenant goes dark, generally the borrower’s only remedy is to terminate that lease after the anchor tenant or shadow anchor tenant has been dark for a specified amount of time.
 
In addition, certain of the tenant leases for the mortgaged properties permit the related tenant to terminate its lease and/or abate or reduce rent if the tenant fails to meet certain sales targets or other business objectives for a specified period of time. We cannot assure you that all or any of these tenants will meet the sales targets or business objectives required to avoid the exercise of any termination and/or abatement rights.
 
In addition, certain of the tenant leases for the mortgaged properties permit the affected tenants to terminate their leases and/or abate or reduce rent if a certain number of anchor tenants, shadow anchors or particular significant tenants, and/or a percentage of the tenants, cease to operate, or a certain percentage of the space at the property becomes vacant, at the applicable mortgaged property. Further, certain of the tenant leases for the other mortgaged properties may permit affected tenants to terminate their leases or reduce their rent if a tenant at an adjacent or nearby property terminates its lease or goes dark.
 
In addition to termination options tied to certain triggers described above that are common with respect to retail properties, certain tenant leases of other property types permit the related tenant to unilaterally terminate its lease or contract for its leased space without the occurrence of any trigger. Generally, any tenants that hold termination options are required to provide advance notice and in some instances pay a termination fee to the related borrowers. We cannot assure you that tenants at any of the mortgaged properties will not exercise any such early termination and contraction rights, or will honor their obligations to pay a termination fee, and we cannot assure you that the absence or reduced presence of any such tenants at the related mortgaged properties will not have a material adverse impact on the related mortgaged properties. See “Description of Top Ten Mortgage Loans and Additional Mortgage Loan Information” in Annex A-3 to this free writing prospectus for additional descriptions of lease termination rights or rights to reduce space for certain tenants with respect to the applicable mortgage loans. In addition, see Annex A-1 to this free writing prospectus and the footnotes thereto for additional information on any tenant’s rights applicable to the top five tenants at the mortgaged properties and “Description of the Mortgage Pool—Mortgaged Property Considerations—Tenant Issues—Terminations”, “—Expirations” and “—Additional Considerations” in this free writing prospectus for further information on the mortgage loans included in the trust.
 
Geographic Concentration Entails Risks
 
Mortgaged properties located in Florida and New York secure approximately 15.8% and 11.5%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount and collectively secure approximately 27.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount.
 
The remaining mortgaged properties are located throughout twenty-five (25) other states, with no more than 9.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount secured by mortgaged properties located in any such jurisdiction.
 
Repayments by borrowers and the market value of the related mortgaged properties could be affected by economic conditions generally or specific to geographic areas or the regions of the United States, and concentrations of mortgaged properties in particular geographic areas may increase the risk that adverse economic or other developments or natural disasters affecting a particular region of the country could increase the frequency and severity of losses on mortgage loans secured by those properties. In recent periods, several regions of the United States have experienced significant real estate downturns. Regional economic declines or conditions in regional real estate markets could adversely
 
 
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affect the income from, and market value of, the mortgaged properties. In addition, local or regional economies may be adversely affected to a greater degree than other areas of the country by developments affecting industries concentrated in such area. A decline in the general economic condition in the region in which mortgaged properties securing the related mortgage loans are located would result in a decrease in consumer demand in the region and the income from and market value of the mortgaged properties may be adversely affected.
 
Several mortgaged properties are located in areas that, based on low population density, poor economic demographics (such as higher than average unemployment rates, lower than average annual household income and/or overall loss of jobs) and/or negative trends in such regards, would be considered secondary or tertiary markets. Mortgage loans secured by mortgaged properties in these secondary or tertiary markets may be more susceptible to the impacts of risks disclosed in this free writing prospectus.
 
Other regional factors—e.g., earthquakes, floods, forest fires or hurricanes or changes in governmental rules or fiscal policiesalso may adversely affect the mortgaged properties. Mortgaged properties in certain regional areas are more susceptible to certain hazards (such as earthquakes, mudslides, wildfires, hurricanes or floods) than properties in other parts of the country and properties located in coastal states or territories are generally more susceptible to hurricanes than properties in other parts of the country. As a result, areas affected by such events often experience disruptions in travel, transportation and tourism, loss of jobs and an overall decrease in consumer activity, and often a decline in real estate-related investments. We cannot assure you that the economies in such impacted areas will recover sufficiently to support income producing real estate at pre-event levels or that the costs of the related clean-up will not have a material adverse effect on the local or national economy. Furthermore, the mortgage loans do not all require flood insurance on the related mortgaged property unless they have material improvements that are in flood zones and flood insurance is available. We cannot assure you that any hurricane damage would be covered by insurance. See “Servicing of the Mortgage Loans—Maintenance of Insurance” and “Certain Legal Aspects of the Mortgage Loans” in this free writing prospectus and “Description of the Pooling Agreements—Hazard Insurance Policies” in the prospectus.
 
In addition, certain cities, states or regions of the country are currently facing or may face a depressed real estate market, which is not due to any natural disaster, but which may cause an overall decline in property values. Certain of the mortgaged properties are located in such cities, states and regions of the country.
 
See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Type Concentrations” in this free writing prospectus.
 
Risks Relating to Mortgage Loan Concentrations and Borrower-Sponsor Concentrations
 
The effect of mortgage pool loan losses will be more severe if the losses relate to mortgage loans that account for a disproportionately large percentage of the pool’s aggregate principal balance. In this regard:
 
 
The largest mortgage loan represents approximately 6.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date.
 
 
The three (3) largest mortgage loans represent, in the aggregate, approximately 15.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date.
 
 
The ten (10) largest mortgage loans represent, in the aggregate, approximately 37.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date.
 
See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Mortgage Loan Concentrations” in this free writing prospectus.
 
 
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Each of the other mortgage loans represents no more than approximately 2.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date.
 
A concentration of mortgaged property types can pose increased risks. A concentration of mortgage loans secured by the same types of mortgaged property can increase the risk that a decline in a particular industry or business would have a disproportionately large impact on the pool of mortgage loans. In that regard, the following table lists the property type concentrations in excess of 5.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date:
 
Property Type Concentrations Greater Than 5%(1)
 
Property Type
 
 
Number of
Mortgaged Properties
 
Aggregate
Principal Balance of
Mortgaged Properties
 
 
Approx. % of
Initial Pool
Balance
Office
 20 $631,051,961  43.5%
Multifamily
 31  243,462,138  16.8 
Hotel
 17  235,825,000  16.3 
Retail
 
13
  
226,051,914
  
15.6
 
Total:
 
81
 $
1,336,391,013
  
92.2


(1)Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts as set forth in Annex A-1.
 
A concentration of mortgaged property types can pose increased risks. A concentration of mortgage loans secured by the same types of mortgaged property can increase the risk that a decline in a particular industry or business would have a disproportionately large impact on the pool of mortgage loans. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Type Concentrations” in this free writing prospectus for information related to property type concentrations.
 
Certain of the mortgage loans have borrowers that are related to each other. Mortgage loans with related borrowers are identified under “Related Borrower” on Annex A-1 to this free writing prospectus.
 
A concentration of mortgage loans with the same borrower or related borrowers can also pose increased risks. Any adverse circumstances relating to a borrower or an affiliate of the borrower and affecting one of the related mortgage loans or mortgaged properties could also affect other mortgage loans or mortgaged properties of the related borrower. For example, if a borrower that owns or controls several properties (whether or not all of them secure mortgage loans in the pool) experiences financial difficulty at one property, it could defer maintenance at a mortgaged property in order to satisfy current expenses with respect to the other properties, or they could attempt to avert a foreclosure by filing a bankruptcy petition that might have the effect of interrupting payments for an indefinite period on all of the related mortgage loans. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Multi-Property Mortgage Loans and Related Borrower Mortgage Loans” in this free writing prospectus.
 
In addition, it is possible that some or all of the properties owned or controlled by a borrower or related borrower will be managed by the same property manager (whether or not all of the properties secure mortgage loans in the pool). A concentration of mortgaged properties with a common property manager may result in a conflict of interest in that the property manager may have interests in other competing properties that may be adverse to the mortgaged properties in the pool.
 
Mortgaged properties owned by related borrowers are likely to:
 
 
have common management, increasing the risk that financial or other difficulties experienced by the property manager could have a greater impact on the pool of mortgage loans; and
 
 
have common general partners or managing members, which could increase the risk that a financial failure or bankruptcy filing would have a greater impact on the pool of mortgage loans.
 
Mortgage loans involving more than one borrower could be challenged as fraudulent conveyances by creditors of the respective borrowers in an action brought outside a bankruptcy case or, if a borrower were to become a debtor in a bankruptcy case, by a borrower’s representative. See “Certain Legal
 
 
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Aspects of Mortgage Loans—Bankruptcy Laws” in the prospectus. This is particularly the case where multiple borrowers with respect to a mortgage loan have differing ownership structures. Having different ownership structures poses a greater risk that borrowers who own different properties securing one loan did not receive fair consideration or reasonably equivalent value when they allowed their respective mortgaged properties to be encumbered by a lien securing the entire indebtedness, and that the lien is an avoidable fraudulent conveyance.
 
A lien granted by a borrower could be avoided if a court were to determine that (i) the borrower was insolvent when it granted the lien, was rendered insolvent by the granting of the lien, was left with inadequate capital when it allowed its mortgaged property or properties to be encumbered by a lien securing the entire indebtedness, or was not able to pay its debts as they matured when it granted the lien; and (ii) the borrower did not receive fair consideration or reasonably equivalent value when it allowed its mortgaged property or properties to be encumbered by a lien securing the entire indebtedness. Among other things, a legal challenge to the granting of the liens may focus on the benefits realized by that borrower from the respective mortgage loan proceeds. If a court were to conclude that the granting of the liens was an avoidable fraudulent conveyance, that court could: (i) subordinate all or part of the pertinent mortgage loan to existing or future indebtedness of that borrower; (ii) recover payments made under that mortgage loan; or (iii) take other actions detrimental to the holders of the certificates, including, under certain circumstances, invalidating the mortgage loan.
 
In the case of the mortgaged property identified as “St. Louis Premium Outlets” on Annex A-1 to this free writing prospectus, securing one (1) mortgage loan representing approximately 3.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, one of the related sponsors of the mortgage loan, and a 60% indirect owner of the related mortgaged property, is Simon Property Group, L.P. (“Simon”). On December 13, 2013, Simon publicly announced its plan to spin off a group of 98 properties, which included its strip center business and its smaller enclosed malls. The mortgaged property identified as “St. Louis Premium Outlets” on Annex A-1 to this free writing prospectus was not included in the group of properties in that transaction. The spin-off occurred on May 28, 2014. For additional information regarding the mortgage loan, see Annex A-1 to this free writing prospectus.
 
See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Multi-Property Mortgage Loans and Related Borrower Mortgage Loans” in this free writing prospectus for information relating to mortgage loans secured by multiple mortgaged properties and mortgage loans with related borrowers.
 
The Borrower’s Form of Entity May Cause Special Risks
 
The borrowers are legal entities rather than individuals. Mortgage loans made to legal entities may entail risks of loss greater than those of mortgage loans made to individuals. For example, a legal entity, as opposed to an individual, may be more inclined to seek legal protection from its creditors under the bankruptcy laws. Unlike individuals involved in bankruptcies, most of the entities generally, but not in all cases, do not have personal assets and creditworthiness at stake aside from their interest in the properties. The terms of the mortgage loans generally, but not in all cases, require that the borrowers covenant to be single-purpose entities, although in many cases the borrowers are not required to observe all covenants and conditions that typically are required in order for them to be viewed under standard rating agency criteria as “single-purpose entities”. In general, but not in all cases, borrowers’ organizational documents or the terms of the mortgage loans limit their activities to the ownership of only the related mortgaged property or properties, and related ancillary activities, and limit the borrowers’ ability to incur additional indebtedness or create or allow any encumbrance on the mortgaged properties to secure additional indebtedness or obligations of other entities. These provisions are designed to mitigate the possibility that the borrowers’ financial condition would be adversely impacted by factors unrelated to the mortgaged property and the mortgage loan in the pool. However, we cannot assure you that the related borrowers will comply with these requirements. See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws” in the prospectus. Also, although a borrower may currently be a single purpose entity, in certain cases, that borrower was not originally a single-purpose entity, but at origination of the related mortgage loan its organizational documents were amended. That borrower may also have previously owned property other than the related mortgaged property or be a “recycled” single-purpose
 
 
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vehicle that previously had other liabilities. See representation number 33 in Annex D-1 and the identified exceptions to that representation in Annex D-2 to this free writing prospectus. In addition, that borrower may not have observed all covenants that typically are required to consider a borrower a “single purpose entity”. The bankruptcy of a borrower, or a general partner or managing member of a borrower, may impair the ability of the lender to enforce its rights and remedies under the related mortgage. Borrowers that are not single-purpose entities structured to limit the possibility of becoming insolvent or bankrupt, may be more likely to become insolvent or the subject of a voluntary or involuntary bankruptcy proceeding because the borrowers may be:
 
 
operating entities with a business distinct from the operation of the mortgaged property with the associated liabilities and risks of operating an ongoing business; or
 
 
entities or individuals that have personal liabilities unrelated to the mortgaged property.
 
However, any borrower, even a single-purpose entity structured to be bankruptcy-remote, as an owner of real estate will be subject to certain potential liabilities and risks. We cannot assure you that any borrower will not file for bankruptcy protection or that creditors of a borrower or a corporate or individual general partner or managing member of a borrower will not initiate a bankruptcy or similar proceeding against the borrower or corporate or individual general partner or managing member.
 
Certain borrowers’ organizational documents or the terms of certain mortgage loans permit an affiliated property manager to maintain a custodial account on behalf of such borrower and certain affiliates of such borrower into which funds available to such borrower under the terms of the related mortgage loans and funds of such affiliates are held, but which funds are and will continue to be separately accounted for as to each item of income and expense for each related mortgaged property and each related borrower. A custodial account structure for affiliated entities, while common among certain REITs, institutions or independent owners of multiple properties, presents a risk for consolidation of the assets of such affiliates as commingling of funds is a factor a court may consider in considering a request by other creditors for substantive consolidation. Substantive consolidation is an equitable remedy that could result in an otherwise solvent company becoming subject to the bankruptcy proceedings of an insolvent affiliate, making its assets available to repay the debts of affiliated companies. A court has the discretion to order substantive consolidation in whole or in part and may include non-debtor affiliates of the bankrupt entity in the proceedings. In particular, consolidation may be ordered when corporate funds are commingled and used for a principal’s personal purposes, inadequate records of transfers are made and corporate entities are deemed an alter ego of a principal. Strict adherence to maintaining separate books and records, avoiding commingling of assets and otherwise maintaining corporate policies designed to preserve the separateness of corporate assets and liabilities make it less likely that a court would order substantive consolidation, but we cannot assure you that the related borrowers, property managers or affiliates will comply with these requirements as set forth in the related mortgage loans.
 
Furthermore, with respect to any affiliated borrowers, creditors of a common parent in bankruptcy may seek to consolidate the assets of such borrowers with those of the parent. In addition, where a mortgage loan includes provisions imposing recourse liability on an affiliate or sponsor there is greater risk of consolidation. In such event, consolidation of the assets of such borrowers would likely have an adverse effect on the funds available to make distributions on your certificates, and may lead to a downgrade, withdrawal or qualification of the ratings of your certificates.
 
The organizational documents of a borrower (generally, but not in all cases, under a mortgage loan that has an original principal balance in excess of $20,000,000) may also contain requirements that there be one or two independent directors, managers or trustees (depending on the entity form of such borrower) whose vote is required before the borrower files a voluntary bankruptcy or insolvency petition or otherwise institutes insolvency proceedings. Generally, but not always, the independent directors, managers or trustees may only be replaced by certain other independent successors. Although the requirement of having independent directors, managers or trustees is designed to mitigate the risk of a voluntary bankruptcy filing by a solvent borrower, a borrower could file for bankruptcy without obtaining the consent of its independent directors, managers or trustees (and we cannot assure you that such bankruptcy would be dismissed as an unauthorized filing), and in any case the independent directors,
 
 
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managers or trustees may determine in the exercise of their fiduciary duties to the applicable borrower that a bankruptcy filing is an appropriate course of action to be taken by such borrower. Such determination might take into account the interests and financial condition of such borrower’s parent entities and such parent entities’ other subsidiaries in addition to those of the borrower, such that the financial distress of an affiliate of a borrower might increase the likelihood of a bankruptcy filing by a borrower. In any event, we cannot assure you that a borrower will not file for bankruptcy protection, that creditors of a borrower will not initiate a bankruptcy or similar proceeding against such borrower, or that, if initiated, a bankruptcy case of the borrower could be dismissed.
 
For example, in the bankruptcy case of In re General Growth Properties, Inc., notwithstanding that the subsidiaries were special purpose entities with independent directors, numerous property-level, special purpose subsidiaries were filed for bankruptcy protection by their parent entity. Nonetheless, the United States Bankruptcy Court for the Southern District of New York denied various lenders’ motions to dismiss the special purpose entity subsidiaries’ cases as bad faith filings. In denying the motions, the bankruptcy court stated that the fundamental and bargained-for creditor protections embedded in the special purpose entity structures at the property level would remain in place during the pendency of the chapter 11 cases. Those protections included adequate protection of the lenders’ interest in their collateral and protection against the substantive consolidation of the property-level debtors with any other entities. The moving lenders had argued that the 20 property-level bankruptcy filings were premature and improperly sought to restructure the debt of solvent entities for the benefit of equity holders. However, the bankruptcy code does not require that a voluntary debtor be insolvent or unable to pay its debts currently in order to be eligible for relief and generally a bankruptcy petition will not be dismissed for bad faith if the debtor has a legitimate rehabilitation objective. Accordingly, after finding that the relevant debtors were experiencing varying degrees of financial distress due to factors such as cross-defaults, a need to refinance in the near term (i.e., within 1 to 4 years), and other considerations, the bankruptcy court noted that it was not required to analyze in isolation each debtor’s basis for filing. In the court’s view, the critical issue was whether a parent company that had filed its bankruptcy case in good faith could include in the filing subsidiaries that were crucial to the parent’s reorganization.
 
As demonstrated in the In re General Growth Properties, Inc. bankruptcy case, although special purpose entities are designed to mitigate the bankruptcy risk of a borrower, special purpose entities can become debtors in bankruptcy under various circumstances. Unless a mortgage loan had an original principal balance in excess of $20 million, it is unlikely that the originator obtained a non-consolidation opinion with respect to the related borrower. Additionally in certain circumstances where the related mortgage loan had an original principal balance in excess of $20 million, no non-consolidation opinion was obtained with respect to the related borrower at origination. See representation number 33 in Annex D-1 and the identified exceptions to that representation in Annex D-2 to this free writing prospectus and see “Risk Factors—The Borrower’s Form of Entity May Cause Special Risks” in the prospectus.
 
In addition, certain of the mortgage loans may be secured by a mortgaged property owned by a Delaware statutory trust (or its signatory trustee if required by local law) or by a borrower that has the ability to convert to a Delaware statutory trust (including the mortgaged property identified as “Gander Mountain” on Annex A-1 to this free writing prospectus, securing one (1) mortgage loan representing approximately 0.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date). Delaware statutory trusts are restricted in their ability to actively operate a property, including with respect to loan workouts, leasing and re-leasing, making material improvements and other material actions affecting the related mortgaged property. In addition, in the case of a mortgaged property that is owned by a Delaware statutory trust, certain decisions may require the consent of the holders of the beneficial interests in the Delaware statutory trust and, in such event, there is a risk that obtaining such consent will be time consuming and cause delays in the event certain actions need to be taken by or on behalf of the borrower or with respect to the mortgaged property. See “Description of the Mortgage Pool” in this free writing prospectus.
 
 
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Tenancies-in-Common May Hinder Recovery
 
Three (3) mortgaged properties identified as “Whispering Palms MHC/RV”, “Eastwood Village Shopping Center” and “Colonial Manor MHC” on Annex A-1 to this free writing prospectus, securing three (3) mortgage loans representing approximately 2.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, have one or more borrowers that own at least a portion of the related mortgaged properties as tenants-in-common. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Tenancies-in-Common” in this free writing prospectus for additional information on certain of the mortgage loans.
 
In general, with respect to a tenant-in-common ownership structure, each tenant-in-common owns an undivided share in the property and if such tenant-in-common desires to sell its interest in the property (and is unable to find a buyer or otherwise needs to force a partition), the tenant-in-common has the ability to request that a court order a sale of the property and distribute the proceeds to each tenant-in-common proportionally. As a result, if a tenant-in-common borrower or owner exercises its right of partition, the related mortgage loan may be subject to prepayment. In addition, the tenant-in-common structure may cause delays in the enforcement of remedies because each time a tenant-in-common borrower or owners file for bankruptcy, the bankruptcy court stay will be reinstated. In each case, each related tenant-in-common borrower or owner has waived its right to partition, reducing the risk of partition. However, we cannot assure you that, if challenged, this waiver would be enforceable. In addition, in some cases, the related mortgage loan documents provide for full recourse or personal liability for losses as to the related tenants-in-common and the guarantor or for the occurrence of an event of default under such mortgage loan documents if a tenant-in-common files for partition. In some cases, a related tenant-in-common borrower or owner is a special purpose entity (in some cases bankruptcy remote), reducing the risk of bankruptcy. We cannot assure you that a bankruptcy proceeding by a single tenant-in-common borrower or owner will not delay enforcement of the related mortgage loan. Additionally, in some cases, subject to the terms of the related mortgage loan documents, a borrower or a tenant-in-common borrower may assign its interests to one or more tenant-in-common borrowers. Such change to, or increase in, the number of tenant-in-common borrowers increases the risks related to this ownership structure. See “—The Borrower’s Form of Entity May Cause Special Risks” in this free writing prospectus.
 
Additional Debt or the Ability To Incur Other Borrowings Entails Risk
 
When a borrower (or its constituent members) also has one or more other outstanding loans (even if they are subordinate or mezzanine loans), the trust is subjected to additional risk. See “Risk Factors—Ability to Incur Other Borrowings Entails Risk” in the prospectus.
 
Four (4) mortgage loans identified as “500 Fifth Avenue”, “St. Louis Premium Outlets”, “The Outlet Shoppes of the Bluegrass” and “Florida Multifamily Portfolio” on Annex A-1 to this free writing prospectus, representing approximately 6.9%, 3.3%, 3.1% and 1.5%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are each part of a pari passu split loan structure (i.e., each such mortgage loan and the related pari passu companion loan are all secured by the same mortgage instrument(s) on the related mortgaged property or portfolio of mortgaged properties). In the case of the Florida Multifamily Portfolio whole loan, the note comprising the related pari passu companion loan is included in the JPMBB Commercial Mortgage Trust 2014-C25 securitization. In the case of the 500 Fifth Avenue whole loan, the St. Louis Premium Outlets whole loan and The Outlet Shoppes of the Bluegrass whole loan, the related pari passu companion loans are expected to be included in one or more future securitizations. In each instance, the related pari passu companion loan is pari passu in right of payment with the related mortgage loan and will be allocated losses pari passu with the related mortgage loan. See “Description of the Mortgage PoolThe Whole Loans—The 500 Fifth Avenue Whole Loan”, “—The St. Louis Premium Outlets Whole Loan”, “—The Outlet Shoppes of the Bluegrass Whole Loan” and “—The Florida Multifamily Portfolio Whole Loan” in this free writing prospectus.
 
One (1) mortgage loan identified as “543 Howard” on Annex A-1 to this free writing prospectus, representing approximately 2.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is part of a senior and subordinate split loan structure that is secured by the same
 
 
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mortgage instrument or instruments on the related mortgaged property. Both the related mortgage loan and the HOW trust subordinate companion loan are included in the trust. With respect to the 543 Howard whole loan, the Class HOW directing certificateholder will have the right to purchase (without payment of any yield maintenance charge or prepayment premium) the related mortgage loan under certain limited circumstances. In addition, prior to the occurrence of a control appraisal period with respect to the HOW trust subordinate companion loan, the Class HOW directing certificateholder will have the right (i) to approve major decisions with respect to the related whole loan under certain circumstances, (ii) to cure certain events of default under the related mortgage loan documents and (iii) with or without cause, to replace the special servicer then acting with respect to the 543 Howard whole loan and appoint a replacement special servicer. In exercising the foregoing rights, the Class HOW directing certificateholder has no obligation to consider the interests of, or the impact of such exercise on, the trust fund or the certificates. The HOW trust subordinate companion loan is generally subordinate in right of payment to the related mortgage loan, subject to the terms of the related intercreditor agreement. See “Description of the Mortgage Pool—Additional Debt” and “—The 543 Howard Whole Loan” in this free writing prospectus. Payments of interest and principal, as applicable, received in respect of the 543 Howard whole loan and allocable and payable to the HOW trust subordinate companion loan will only be available to make distributions in respect of the Class HOW certificates and will not be payable in respect of any other class of certificates.
 
Although no pari passu companion loan is an asset of the trust, in each instance the related borrower is still obligated to make interest and principal payments on or in respect of each related pari passu companion loan. Additionally, in the case of the pari passu companion loans, such obligations are not subordinate to the obligations under the related mortgage loan, but rather are pari passu in right of entitlement with the related mortgage loan. In addition, although the HOW trust subordinate companion loan is an asset of the trust, only the mortgage loan related to the 543 Howard whole loan supports the pooled certificates; however, the related borrower is still obligated to make debt service payments on the entire balance of the 543 Howard whole loan (including the HOW trust subordinate companion loan). In this regard, the HOW trust subordinate companion loan will have the same effect as additional debt. As a result of the foregoing, the trust is subject to additional risks, including:
 
 
the risk that the necessary maintenance of the related mortgaged property could be deferred to allow the related borrower to pay the required debt service on each related companion loan or the HOW trust subordinate companion loan and that the value of the mortgaged property may decline as a result; and
 
 
the risk that it may be more difficult for the related borrower to refinance the related mortgage loan, or to sell the related mortgaged property for purposes of making any balloon payment on the entire balance of the applicable whole loan or of the 543 Howard mortgage loan and the HOW trust subordinate companion loan, upon the maturity of the related mortgage loan.
 
See “Description of the Mortgage PoolThe Whole Loans—The 500 Fifth Avenue Whole Loan”, “—The St. Louis Premium Outlets Whole Loan”, “—The Outlet Shoppes of the Bluegrass Whole Loan” and “—The Florida Multifamily Portfolio Whole Loan” and “Description of the Mortgage Pool—The 543 Howard Whole Loan” in this free writing prospectus.
 
Also, one (1) mortgage loan identified as “Candlewood Suites Indianapolis Airport” on Annex A-1 to this free writing prospectus, representing approximately 0.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, permits the related borrower to encumber the related mortgaged property with subordinate debt. See “Description of the Mortgage PoolAdditional DebtFuture Secured Debt” in this free writing prospectus.
 
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.
 
 
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The mortgage loan documents generally place certain restrictions on the transfer and/or pledging of general partnership and managing member equity interests in a borrower such as specific percentage or control limitations. The terms of the mortgage loans generally permit, subject to certain limitations, the transfer or pledge of limited partnership, non-managing member or other passive equity interests in a borrower. Certain of the mortgage loans do not restrict the pledging of ownership interests in the related borrower, but do restrict the transfer of ownership interests in the related borrower by imposing a specific percentage or control limitation or requiring the consent of the mortgagee to any such transfer (which consent in certain instances would consist of the mortgagee ascertaining that certain specific transfer conditions have been satisfied). Moreover, in general, mortgage loans with borrowers that do not meet single-purpose entity criteria may not restrict in any way the incurrence by the relevant borrower of mezzanine debt or other types of debt. See “—The Borrower’s Form of Entity May Cause Special Risks” in this free writing prospectus.
 
Certain of the mortgage loans will have mezzanine debt secured by pledges of direct or indirect ownership interests in the related borrower in place on the closing date of this securitization transaction. In addition, certain of the mortgage loans permit future mezzanine debt, secured by pledges of direct or indirect ownership interests in the borrower, to be incurred in the future subject to criteria set forth in the mortgage loan documents. See “Description of the Mortgage Pool—Additional Debt—Mezzanine Debt” and “—Existing Mezzanine Debt” in this free writing prospectus.
 
See “Description of the Mortgage Pool—Additional Debt—Secured Debt”, —Future Secured Debt”, “—Existing Mezzanine Debt”, “—Future Mezzanine Debt” and “Certain Legal Aspects of the Mortgage Loans” in this free writing prospectus for information related to mortgage loans with subordinate, mezzanine or other additional debt or that permit subordinate, mezzanine or other additional debt in the future. In addition, see representation number 9 in Annex D-1 and the identified exceptions to that representation in Annex D-2 to this free writing prospectus.
 
In addition, borrowers under most of the mortgage loans are generally permitted to incur trade payables and equipment financing, which may not be limited or may be significant, in order to operate the related mortgaged properties. Also, with respect to certain mortgage loans the related borrower either has incurred or is permitted to incur unsecured debt from an affiliate of either the borrower or the sponsor of the borrower. See “Description of the Mortgage Pool—Additional Debt—Unsecured Debt” in this free writing prospectus.
 
Borrower May Be Unable To Repay Remaining Principal Balance on Maturity Date or Anticipated Repayment Date; Longer Amortization Schedules and Interest-Only Provisions Create Risks
 
Mortgage loans with substantial remaining principal balances on their stated maturity date or anticipated repayment date, as applicable, involve greater risk than fully amortizing loans. This is because the borrower may be unable to repay the mortgage loan at that time. In addition, fully amortizing mortgage loans that may pay interest on an actual/360 basis but have fixed monthly payments may, in effect, have a small balloon payment due at maturity. See “Risk Factors—Borrowers May Be Unable to Make Balloon Payments” in the prospectus.
 
The mortgage loan sellers have informed us that each mortgage loan is expected to have a substantial remaining principal balance as of the stated maturity date or anticipated repayment date of the related mortgage loan, including certain mortgage loans that pay interest-only for a portion of the related term or until the respective maturity dates or anticipated repayment dates of the related mortgage loans, and that substantially all of the mortgage loans have amortization schedules that are significantly longer than their respective terms to maturity or any related anticipated repayment dates. See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans” in this free writing prospectus.
 
A longer amortization schedule or an interest-only provision in a mortgage loan will result in a higher amount of principal outstanding under the mortgage loan at any particular time, including at the maturity date or anticipated repayment date of the mortgage loan, as applicable, than would have otherwise been the case had a shorter amortization schedule been used or had the mortgage loan had a shorter interest-only period or not included an interest-only provision at all. That higher principal amount outstanding
 
 
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could both (i) make it more difficult for the related borrower to make the required balloon or anticipated repayment date payment at maturity or on the related anticipated repayment date, as applicable, and (ii) lead to increased losses for the trust either during the loan term or at maturity or on the anticipated repayment date if the mortgage loan becomes a defaulted mortgage loan. The ability of a borrower to make the required balloon or anticipated repayment date payment at maturity or on the related anticipated repayment date, as applicable, depends upon its ability either to refinance the related mortgage loan (including any related companion loan) or to sell the mortgaged property for an amount that is sufficient to repay the mortgage loan (including any related companion loan) in full with interest. A borrower’s ability to achieve either of these goals will be affected by a number of factors, including:
 
 
the availability of, and competition for, credit for commercial properties, which may fluctuate over time;
 
 
prevailing interest rates;
 
 
the fair market value of the related mortgaged property;
 
 
the borrower’s equity in the related mortgaged property;
 
 
the borrower’s financial condition;
 
 
the operating history and occupancy level of the mortgaged property;
 
 
tax laws; and
 
 
prevailing general and regional economic conditions.
 
See “Risk Factors—Borrowers May Be