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JPMBB Commercial Mortgage Securities Trust 2015-C28

Filed: 24 Mar 15, 8:00pm
  FREE WRITING PROSPECTUS
  FILED PURSUANT TO RULE 433
  REGISTRATION FILE NO.: 333-190246-13
   
 
 
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 MARCH 23, 2015, 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.
 
$1,002,907,000 (Approximate)
 
JPMBB Commercial Mortgage Securities Trust 2015-C28
Issuing Entity
J.P. Morgan Chase Commercial Mortgage Securities Corp.
Depositor
JPMorgan Chase Bank, National Association
Barclays Bank PLC
KeyBank National Association
Starwood Mortgage Funding II LLC
MC-Five Mile Commercial Mortgage Finance LLC
Redwood Commercial Mortgage Corporation
Sponsors and Mortgage Loan Sellers
 
Commercial Mortgage Pass-Through Certificates, Series 2015-C28
 
J.P. Morgan Chase Commercial Mortgage Securities Corp. is offering certain classes of the Commercial Mortgage Pass-Through Certificates, Series 2015-C28 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 R and Class Z certificates) represent the beneficial ownership interests in the issuing entity, which will be a trust named JPMBB Commercial Mortgage Securities Trust 2015-C28. The assets of the trust will primarily consist of a pool of fixed rate commercial mortgage loans, 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 May 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/KBRA/
Morningstar)(5)
 
 
Rated Final
Distribution
Date(3)
Class A-1
  $35,258,000  
%
 (6) January 2020 Aaa(sf) / AAA(sf) / AAA October 2048
Class A-2
  $163,954,000  
%
 (6) April 2020 Aaa(sf) / AAA(sf) / AAA October 2048
Class A-3
  $150,000,000  
%
 (6) January 2025 Aaa(sf) / AAA(sf) / AAA October 2048
Class A-4
  $379,976,000  
%
 (6) March 2025 Aaa(sf) / AAA(sf) / AAA October 2048
Class A-SB
  $70,766,000  
%
 (6) November 2024 Aaa(sf) / AAA(sf) / AAA October 2048
Class X-A
  $878,521,000(7) 
%
 
Variable(8)
 March 2025 Aa1(sf) / AAA(sf) / AAA October 2048
Class X-B
  $70,218,000(7) 
%
 
Variable(8)
 March 2025 NR / AAA(sf) / AAA October 2048
Class A-S(9) 
  $78,567,000(10) 
%
 (6) March 2025 Aa1(sf) / AAA(sf) / AAA October 2048
Class B(9) 
  $70,218,000(10) 
%
 (6) March 2025 NR / AA-(sf) / AA- October 2048
Class C(9) 
  $54,168,000(10) 
%
 (6) March 2025 NR / A-(sf) / A- October 2048
Class EC(9)(11) 
  $202,953,000(10) (12) 
N/A(12)
 March 2025 NR / A-(sf) / A- October 2048
 
(Footnotes on table on page S-3)
You should carefully consider the risk factors beginning on page S-59 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., KeyBanc Capital Markets Inc. 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 and Barclays Capital Inc. 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 57.2% of each class of offered certificates and Barclays Capital Inc. is acting as sole bookrunning manager with respect to approximately 42.8% of each class of offered certificates.  KeyBanc Capital Markets Inc. and Drexel Hamilton, LLC are acting as co-managers.
 
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 April 23, 2015.
 
J.P. MorganBarclays
Co-Lead Manager and Joint BookrunnerCo-Lead Manager and Joint Bookrunner
  
KeyBanc Capital MarketsDrexel Hamilton
Co-ManagerCo-Manager
  
March        , 2015

 
 

 
 
(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/KBRA/
Morningstar)(5)
 
 
Principal Window(4)
Offered Certificates                  
A-1
  $35,258,000  30.000% (6) January 2020 % 2.79 Aaa(sf) / AAA(sf) / AAA 05/15-01/20
A-2
  $163,954,000  30.000% (6) April 2020 % 4.84 Aaa(sf) / AAA(sf) / AAA 01/20-04/20
A-3
  $150,000,000  30.000% (6) January 2025 % 9.63 Aaa(sf) / AAA(sf) / AAA 11/24-01/25
A-4
  $379,976,000  30.000% (6) March 2025 % 9.83 Aaa(sf) / AAA(sf) / AAA 01/25-03/25
A-SB
  $70,766,000  30.000% (6) November 2024 % 7.26 Aaa(sf) / AAA(sf) / AAA 01/20-11/24
X-A
  $878,521,000(7) N/A 
Variable(8)
 March 2025 % N/A Aa1(sf) / AAA(sf) / AAA N/A
X-B
  $70,218,000(7) N/A 
Variable(8)
 March 2025 % N/A NR / AAA(sf) / AAA N/A
A-S(9) 
  $78,567,000(10) 23.125% (6) March 2025 % 9.89 Aa1(sf) / AAA(sf) / AAA 03/25-03/25
B(9) 
  $70,218,000(10) 16.981% (6) March 2025 % 9.89 NR / AA-(sf) / AA- 03/25-03/25
C(9) 
  $54,168,000(10) 12.241% (6) March 2025 % 9.89 NR / A-(sf) / A- 03/25-03/25
EC(9)(11)
  $202,953,000(10) 12.241% 
N/A(12)
 March 2025 (12) 9.89 NR / A-(sf) / A- 03/25-03/25
Non-Offered Certificates(13)
                  
X-C
  $54,168,000(14) N/A 
Variable(15)
 March 2025 % N/A NR / AAA(sf) / AAA N/A
X-D
  $54,005,000(16) N/A 
Variable(17)
 April 2025 % N/A NR / BBB-(sf) / AAA N/A
X-E
  $27,149,000(18) N/A 
Variable(19)
 April 2025 % N/A NR / BB-(sf) / AAA N/A
X-F
  $14,639,000(20) N/A 
Variable(21)
 April 2025 % N/A NR / B(sf) / AAA N/A
X-NR
  $44,091,697(22) N/A 
Variable(23)
 April 2025 % N/A NR / NR / AAA N/A
D
  $54,005,000  7.515% (6) April 2025 % 9.94 NR / BBB-(sf) / BBB- 03/25-04/25
E
  $27,149,000  5.139% (6) April 2025 % 9.98 NR / BB-(sf) / BB- 04/25-04/25
F
  $14,639,000  3.858% (6) April 2025 % 9.98 NR / B(sf) / B 04/25-04/25
NR
  $44,091,697  0.000% (6) April 2025 % 9.98 NR / NR / NR 04/25-04/25
 

(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.
 
(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 October 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”), Kroll Bond Rating Agency, Inc. (“KBRA”), and Morningstar Credit Ratings, LLC (“Morningstar”) (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, KBRA and Morningstar 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 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.
 
(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
 
 
S-3

 
 
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 is converted to Class EC certificates, the Class EC certificate balance would be equal to zero. Other than for federal income tax purposes, any exchange of (i) a portion of the Class A-S, Class B or Class C certificates will result in a conversion and reduction, on a dollar-for-dollar basis, of a proportionate share of each related component class of Class A-S, Class B and Class C certificates for, and an increase, on a dollar-for-dollar basis, of the certificate balance of the Class EC certificates, and (ii) any amount of the Class EC certificates will result in a conversion and reduction, on a dollar-for-dollar basis, of the certificate balance of the Class EC certificates converted and an increase, on a dollar-for-dollar basis, of a proportionate share of the related certificate balances of each class of Class A-S, Class B and Class C certificates.
 
(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 and Class Z 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.
 
(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
 
 
S-4

 
 
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.
 
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 R and Class Z 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   Office Properties Have Special  
INFORMATION PRESENTED IN   Risks S-74
THIS FREE WRITING   Self Storage Properties Have  
PROSPECTUS AND THE   Special Risks S-75
ACCOMPANYING PROSPECTUS S-12 Mixed Use Facilities Have Special  
SUMMARY OF TERMS S-17 Risks S-76
RISK FACTORS S-59 Industrial Properties Have Special  
Combination or “Layering” of   Risks S-76
Multiple Risks May Significantly   Manufactured Housing Community  
Increase Risk of Loss S-59 Properties Have Special Risks S-77
The Offered Certificates May Not Be   Risks of Lease Early Termination  
a Suitable Investment for You S-59 Options S-79
The Credit Crisis and Downturn in   Geographic Concentration Entails  
the Real Estate Market Have   Risks S-80
Adversely Affected and May   Risks Relating to Mortgage Loan  
Continue To Adversely Affect   Concentrations and Borrower-  
the Value of Commercial   Sponsor Concentrations S-81
Mortgage-Backed Securities S-59 The Borrower’s Form of Entity May  
Market Considerations and Limited   Cause Special Risks S-83
Liquidity S-60 Additional Debt or the Ability To  
Legal and Regulatory Provisions   Incur Other Borrowings Entails  
Affecting Investors Could   Risk S-85
Adversely Affect the Liquidity of   Borrower May Be Unable To Repay  
the Certificates S-61 Remaining Principal Balance on  
The Volatile Economy and Credit   Maturity Date or Anticipated  
Crisis May Increase Loan   Repayment Date; Longer  
Defaults and Affect the Value   Amortization Schedules and  
and Liquidity of Your Investment S-63 Interest-Only Provisions Create  
The Prospective Performance of the   Risks S-88
Mortgage Loans Included in the   Tenant Concentration Entails Risk S-89
Trust Fund Should Be   Certain Additional Risks Relating to  
Evaluated Separately from the   Tenants S-90
Performance of the Mortgage   Options and Other Purchase Rights  
Loans in Any of Our Other   May Affect Value or Hinder  
Trusts S-65 Recovery with Respect to the  
Commercial Lending Is Dependent   Mortgaged Properties S-92
Upon Net Operating Income S-66 Risks Related to Redevelopment  
Risks Relating to Underwritten Net   and Renovation at the  
Cash Flow S-67 Mortgaged Properties S-93
Limited Information Causes   Mortgaged Properties Leased to  
Uncertainty S-67 Borrowers or Borrower Affiliated  
No Reunderwriting of the Mortgage   Entities Also Have Risks S-94
Loans S-67 Tenant Bankruptcy Entails Risks S-94
Risks Associated with Commercial   Mortgage Loans Are Nonrecourse  
Real Estate Lending S-68 and Are Not Insured or  
Retail Properties Have Special   Guaranteed S-95
Risks S-68 Lack of Skillful Property  
Multifamily Properties Have Special   Management Entails Risks S-95
Risks S-71 The Performance of a Mortgage  
Hotel Properties Have Special Risks S-72 Loan and the Related  
 
 
S-6

 
 
Mortgaged Property Depends in   Potential Conflicts of Interest of  
Part on Who Controls the   the Master Servicer and the  
Borrower and the Related   Special Servicer S-111
Mortgaged Property S-95 Potential Conflicts of Interest of  
Some Mortgaged Properties May   the Directing  
Not Be Readily Convertible to   Certificateholder S-112
Alternative Uses S-96 Conflicts Between  
Condominiums and Master   Certificateholders and the  
Developments May Limit Use   Holder of a Companion  
and Improvements S-96 Loan S-112
Mortgage Loans Secured by   Potential Conflicts of Interest of  
Leasehold Interests May   the Underwriters and Their  
Expose Investors to Greater   Affiliates S-113
Risks of Default and Loss S-97 Other Possible Conflicts of  
Limitations of Appraisals S-97 Interest S-114
Different Timing of Mortgage Loan   Potential Conflicts of Interest in  
Amortization Poses Certain   the Selection of the  
Risks S-98 Mortgage Loans S-116
Environmental Risks Relating to the   Your Lack of Control Over the Trust  
Mortgaged Properties S-98 Can Adversely Impact Your  
Availability of Earthquake, Flood   Investment S-116
and Other Insurance S-101 Special Servicer May Be Directed  
Risks Associated with Blanket   To Take Actions S-118
Insurance Policies or Self-   The Sponsors, the Depositor and  
Insurance S-103 the Trust Are Subject to  
Availability of Terrorism Insurance S-103 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-119
Value S-104 Risks Relating to the Exchangeable  
Risks Related to Historic Tax   Certificates and Class EC  
Credits S-106 Certificates S-121
Increases in Real Estate Taxes Due   Risks Relating to Prepayments and  
to Termination of a PILOT   Repurchases S-121
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-106 May Result in a Loss S-124
Litigation or Other Legal   The Mortgage Loan Sellers May Not  
Proceedings Could Adversely   Be Able To Make a Required  
Affect the Mortgage Loans S-106 Repurchase or Substitution of a  
Certain of the Mortgage Loans Lack   Defective Mortgage Loan S-125
Customary Provisions S-107 Realization on Certain Mortgage  
Subordination of the Class A-S,   Loans May Be Adversely  
Class B, Class C and Class EC   Affected by the Rights of the  
Certificates Will Affect the   Holder of the Related  
Timing of Distributions and the   Subordinate Companion Loan  
Application of Losses on the   or Mezzanine Lender S-125
Class A-S, Class B, Class C   Limited Obligations S-126
and Class EC Certificates S-108 Changes to Accounting Standards  
Potential Conflicts of Interest S-108 and Regulatory Restrictions  
Potential Conflicts of Interest of   Could Have an Adverse Impact  
the Sponsors and Mortgage   on the Certificates S-126
Loan Sellers S-108 Tax Consequences Related to  
    Foreclosure S-126
    State and Local Tax Considerations S-126
 
 
S-7

 
 
Ratings of the Certificates S-127 Releases of Individual  
DESCRIPTION OF THE MORTGAGE   Mortgaged Properties S-191
POOL S-130 Other Releases S-193
General S-130 “Due-on-Sale” and “Due-on-  
Mortgage Pool Characteristics S-131 Encumbrance” Provisions S-193
General S-131 Hazard, Liability and Other  
Fee & Leasehold Estates;   Insurance S-196
Ground Leases S-133 Additional Mortgage Loan  
Mortgage Loan Concentrations S-134 Information S-198
Multi-Property Mortgage Loans   Sale of Mortgage Loans; Mortgage  
and Related Borrower   File Delivery S-202
Mortgage Loans S-134 Representations and Warranties;  
Property Type Concentrations S-136 Repurchases and Substitutions S-204
Geographic Concentrations S-139 Lockbox Accounts S-207
Additional Debt S-140 TRANSACTION PARTIES S-209
The Whole Loans S-145 The Sponsors and Mortgage Loan  
The Houston Galleria Whole   Sellers S-209
Loan S-145 JPMorgan Chase Bank,  
The One Campus Martius   National Association S-209
Whole Loan S-150 Barclays Bank PLC S-218
The Club Row Building Whole   KeyBank National Association S-223
Loan S-154 Starwood Mortgage Funding II  
The Shaner Hotels Portfolio   LLC S-228
Whole Loan S-161 MC-Five Mile Commercial  
The Horizon Outlet Shoppes   Mortgage Finance LLC S-234
Portfolio Whole Loan S-165 Redwood Commercial Mortgage  
The Renaissance New   Corporation S-242
Orleans Portfolio Whole   The Depositor S-249
Loan S-169 Significant Obligors S-249
Net Cash Flow and Certain   The Trust S-249
Underwriting Considerations S-173 The Trustee S-250
Mortgaged Property Considerations S-175 The Certificate Administrator S-250
Environmental Considerations S-175 Resignation and Removal of the  
Property Redevelopment and   Trustee and the Certificate  
Renovation Issues S-177 Administrator S-253
Litigation Considerations;   The Master Servicer S-254
Bankruptcy Issues and   The Special Servicer S-257
Other Proceedings S-178 The JPMBB 2015-C27 Special  
Tenant Issues S-180 Servicer S-259
Purchase Options, Rights of   Replacement of the Special Servicer S-262
First Refusal and Rights of   The Primary Servicer S-264
First Offer S-182 Summary of KeyBank Primary  
Additional Considerations S-182 Servicing Agreement S-266
Assessments of Property Value and   Servicing and Other Compensation  
Condition S-184 and Payment of Expenses S-271
Appraisals S-184 The Senior Trust Advisor S-281
Engineering Reports S-184 DESCRIPTION OF THE  
Zoning and Building Code   CERTIFICATES S-282
Compliance and   General S-282
Condemnation S-185 Exchanges of Exchangeable  
Certain Terms and Conditions of the   Certificates and Class EC  
Mortgage Loans S-186 Certificates S-285
ARD Loans S-190 Exchanges S-285
Defeasance; Collateral   Procedures and Fees S-286
Substitution; Property   Book-Entry Registration and  
Releases S-190 Definitive Certificates S-287

 
S-8

 
 
List of Certificateholders S-289 Inspections; Collection of Operating  
Distributions S-289 Information S-359
Allocation of Yield Maintenance   Certain Matters Regarding the  
Charges and Prepayment   Master Servicer, the Special  
Premiums S-303 Servicer, the Senior Trust  
Assumed Final Distribution Date;   Advisor and the Depositor S-360
Rated Final Distribution Date S-305 Rating Agency Confirmations S-362
Subordination; Allocation of   Evidence as to Compliance S-364
Collateral Support Deficit S-305 Servicer Termination Events S-365
Advances S-308 Rights Upon Servicer Termination  
Appraisal Reductions S-312 Event S-366
Reports to Certificateholders;   Amendment S-368
Certain Available Information S-316 CERTAIN AFFILIATIONS,  
Voting Rights S-324 RELATIONSHIPS AND RELATED  
Termination; Retirement of   TRANSACTIONS INVOLVING  
Certificates S-325 TRANSACTION PARTIES S-371
SERVICING OF THE MORTGAGE   PENDING LEGAL PROCEEDINGS  
LOANS S-326 INVOLVING TRANSACTION  
General S-326 PARTIES S-372
The Directing Certificateholder S-330 YIELD AND MATURITY  
Limitation on Liability of Directing   CONSIDERATIONS S-372
Certificateholder S-336 Yield Considerations S-372
The Senior Trust Advisor S-336 Weighted Average Life S-376
Consultation Duties of the   Yield Sensitivity of the Class X-A  
Senior Trust Advisor After a   and Class X-B Certificates S-382
Control Event S-339 Pre-Tax Yield to Maturity Tables S-383
Replacement of the Special   MATERIAL FEDERAL INCOME TAX  
Servicer S-340 CONSEQUENCES S-388
Termination and Resignation of   General S-388
the Senior Trust Advisor S-340 Tax Status of Offered Certificates S-389
Senior Trust Advisor   Taxation of Offered Certificates S-389
Compensation S-342 Taxation of the Class EC  
Maintenance of Insurance S-342 Certificates S-390
Modifications, Waivers and   Taxation of Foreign Investors S-391
Amendments S-345 Further Information S-391
Mortgage Loans with “Due-on-Sale”   CERTAIN STATE AND LOCAL TAX  
and “Due-on-Encumbrance”   CONSIDERATIONS S-391
Provisions S-347 CERTAIN ERISA CONSIDERATIONS S-391
Realization Upon Defaulted   CERTAIN LEGAL ASPECTS OF THE  
Mortgage Loans S-348 MORTGAGE LOANS S-394
Servicing of the Houston Galleria   LEGAL INVESTMENT S-394
Mortgage Loan S-352 LEGAL MATTERS S-395
Servicing of the One Campus   RATINGS S-396
Martius Mortgage Loan, The   INDEX OF DEFINED TERMS S-398
Club Row Building Mortgage      
Loan and the Shaner Hotels      
Portfolio Mortgage Loan S-357    
 
ANNEX A-1 
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
ANNEX A-2 
CERTAIN POOL CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
ANNEX A-3 
DESCRIPTION OF TOP TEN MORTGAGE LOANS AND ADDITIONAL MORTGAGE LOAN INFORMATION
ANNEX B FORM OF REPORT TO CERTIFICATEHOLDERS
 
 
S-9

 
 
ANNEX CFORM OF SENIOR TRUST ADVISOR ANNUAL REPORT
ANNEX D-1MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
ANNEX D-2EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
ANNEX ECLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE
 
 
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-59 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-398 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 2015-C28, a New York common law trust, to be established on the closing date under the pooling and servicing agreement. For more detailed information, see “Transaction Parties—The Trust” in this 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, Barclays Bank PLC, a public limited company registered in England and Wales, KeyBank National Association, a national banking association organized under the laws of the United States of America, Starwood Mortgage Funding II LLC, a Delaware limited liability company, MC-Five Mile Commercial Mortgage Finance LLC, a Delaware limited liability company and Redwood Commercial Mortgage Corporation, a Delaware corporation.  JPMorgan Chase Bank, National Association is also an affiliate of each of the depositor and J.P. Morgan Securities LLC, one of the underwriters and an initial purchaser of the non-offered certificates.  Barclays Bank PLC is an affiliate of Barclays Capital Inc., one of the underwriters and an initial purchaser of certain of the non-offered certificates. KeyBank National Association, a mortgage loan seller and a primary servicer, is an affiliate of KeyBanc Capital Markets Inc., one of the underwriters and an initial purchaser of the non-offered certificates. Starwood Mortgage Funding II LLC is an affiliate of LNR Partners, LLC, the special servicer of the One Campus Martius whole loan, The Club Row Building whole loan and the Shaner Hotels Portfolio whole loan under the JPMBB 2015-C27 pooling and servicing agreement (see “Transaction Parties—The JPMBB 2015-C27 Special Servicer” in this free writing prospectus), and of LNR Securities Holdings, LLC, which was the purchaser of approximately 51% of the Class X-FG, Class X-NR, Class E, Class F, Class G, Class NR and Class Z certificates issued under the JPMBB 2015-C27 pooling and servicing agreement (and the initial JPMBB 2015-C27 directing certificateholder).  See “Transaction Parties—The Sponsors and Mortgage Loan Sellers” in this free writing prospectus.
 
     

 
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    Sellers of the Mortgage Loans 
           
    Seller 
Number of
Mortgage Loans
 
Aggregate
Principal Balance
of Mortgage Loans
 
Approx. % of
Initial Pool
Balance
 
    Barclays 19  $286,465,440  25.1% 
    JPMCB 10   280,019,592  24.5% 
    KeyBank 17   193,430,106  16.9% 
    
JPMCB/Barclays(1)
 1   150,000,000  13.1% 
    Starwood 7   127,138,497  11.1% 
    MC-Five Mile 9   75,437,351  6.6% 
    RCMC 4   30,300,712  2.7% 
    Total 67  $
1,142,791,698
  100.0% 
            
   (1)
JPMorgan Chase Bank, National Association and Barclays Bank PLC, along with two (2) other lenders, each co-originated 25% of one (1) split whole loan in the combined principal amount of $1,200,000,000, secured by the mortgaged property identified as “Houston Galleria” on Annex A-1 to this free writing prospectus, and all references to “Houston Galleria” refer to the total mortgage loan sold to the trust by both of these mortgage loan sellers. The principal balance of the portion of the mortgage loan included in this trust is $150,000,000, representing approximately 13.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, and is evidenced by two (2) tranches of debt, each comprised of two pari passu notes sold to the trust by each of JPMorgan Chase Bank, National Association and Barclays Bank PLC.
 
      
 Master Servicer 
Wells Fargo Bank, National Association, a national banking association, will be the master servicer and will be responsible for the master servicing and administration of the mortgage loans and the serviced whole loans, pursuant to the pooling and servicing agreement. The principal west coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at MAC A0227-020, 1901 Harrison Street, Oakland, California 94612.  The principal east coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at MAC D1086-120, 550 South Tryon Street, Charlotte, North Carolina 28202. See “Transaction Parties—The Master Servicer” in this free writing prospectus.
 
     
   
The Houston Galleria whole loan will be serviced under a trust and servicing agreement entered into in connection with a private CMBS transaction. The master servicer of the Houston Galleria whole loan under such private CMBS transaction is expected to be KeyBank National Association. See “Description of the Mortgage PoolThe Whole LoansThe Houston Galleria Whole Loan” and “Servicing of the Mortgage LoansServicing of the Houston Galleria Mortgage Loan” in this free writing prospectus.
 
     
   
Each of the One Campus Martius whole loan, The Club Row Building whole loan and the Shaner Hotels Portfolio whole loan will be serviced under the pooling and servicing agreement entered into in connection with the issuance of the JPMBB Commercial Mortgage Securities Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27.  The master servicer of the One Campus Martius whole loan, The Club Row Building whole loan and the Shaner Hotels Portfolio whole loan under the JPMBB 2015-C27 pooling and servicing agreement is Midland Loan Services, a Division of PNC Bank,
 
 

 
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National Association.  See “Description of the Mortgage PoolThe Whole Loans—The One Campus Martius Whole Loan”, “—The Club Row Building Whole Loan” and “—The Shaner Hotels Portfolio Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan” in this free writing prospectus.
 
     
 Special Servicer 
Torchlight Loan Services, LLC, a Delaware limited liability company, will act as special servicer with respect to the mortgage loans. The special servicer will be primarily responsible for (i) making decisions and performing certain servicing functions with respect to the mortgage loans that, in general, are in default or as to which default is imminent and (ii) conducting or managing certain mortgage loan related litigation.  Torchlight Loan Services, LLC was appointed to be the special servicer by Torchlight Investors, LLC. Torchlight Investors, LLC (or its affiliate) is expected to be the initial directing certificateholder. Torchlight Investors, LLC (or its affiliate) is expected to purchase the Class X-E, Class X-F, Class X-NR, Class E, Class F, Class NR and Class Z certificates. The primary servicing office of Torchlight Loan Services, LLC is located at 701 Brickell Avenue, Suite 2200, Miami, Florida 33131, and its telephone number is (212) 883-2800. See “Transaction Parties—The Special Servicer” in this free writing prospectus.
 
     
   
The Houston Galleria whole loan will be serviced under a trust and servicing agreement entered into in connection with a private CMBS transaction. The special servicer of the Houston Galleria whole loan under such private CMBS transaction is expected to be Pacific Life Insurance Company. See “Description of the Mortgage PoolThe Whole LoansThe Houston Galleria Whole Loan” and “Servicing of the Mortgage LoansServicing of the Houston Galleria Mortgage Loan” in this free writing prospectus.
 
     
   
Each of the One Campus Martius whole loan, The Club Row Building whole loan and the Shaner Hotels Portfolio whole loan will be specially serviced under the pooling and servicing agreement entered into in connection with the issuance of the JPMBB Commercial Mortgage Securities Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27.  The special servicer of the One Campus Martius whole loan, The Club Row Building whole loan and the Shaner Hotels Portfolio whole loan under the JPMBB 2015-C27 pooling and servicing agreement is LNR Partners, LLC, a Florida limited liability company.  The primary servicing office of LNR Partners, LLC is located at 1601 Washington Avenue, Suite 700, Miami Beach, Florida 33139.  See “Description of the Mortgage PoolThe Whole Loans—The One Campus Martius Whole Loan”, “—The Club Row Building Whole Loan” and “—The Shaner Hotels Portfolio Whole Loan” and “Servicing of the Mortgage LoansServicing of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan” in this free writing prospectus.
 
     
 
 
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 Primary Servicer 
KeyBank National Association, a national banking association, will act as a primary servicer with respect to the mortgage loans which are being transferred to the issuing entity by KeyBank National Association.  These mortgage loans represent 16.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date.  See “Transaction Parties—The Primary Servicer” in this free writing prospectus.  The principal servicing office of KeyBank National Association is located at 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211, and its telephone number is (913) 317-4100.  The master servicer will pay the fees of the primary servicer to the extent such fees are received.  KeyBank National Association is also a sponsor and a mortgage loan seller and an affiliate of KeyBanc Capital Markets Inc., an underwriter and initial purchaser.
 
     
 Trustee 
Wilmington Trust, National Association, a national banking association, will act as trustee.  The corporate trust office of Wilmington Trust, National Association is located at 1100 North Market Street, Wilmington, Delaware 19890. See “Transaction Parties—The Trustee” in this free writing prospectus. Following the transfer of the mortgage loans into the trust, the trustee, on behalf of the trust, will become the mortgagee of record under each mortgage loan, except for: (i) the Houston Galleria mortgage loan, for which Wells Fargo Bank, National Association, in its capacity as trustee under the trust and servicing agreement entered into in connection with the private CMBS securitization that is expected to govern the servicing and administration of the Houston Galleria whole loan, is the mortgagee of record under such private CMBS securitization; and (ii) the One Martius Campus mortgage loan, The Club Row Building mortgage loan and the Shaner Hotels Portfolio mortgage loan, for which Wells Fargo Bank, National Association, in its capacity as trustee under the JPMBB 2015-C27 pooling and servicing agreement, is the mortgagee of record under the JPMBB Commercial Mortgage Securities Trust 2015-C27 securitization. See “Description of the Mortgage PoolThe Whole Loans—The Houston Galleria Whole Loan”, “—The One Campus Martius Whole Loan”, “—The Club Row Building Whole Loan” and “—The Shaner Hotels Portfolio Whole Loan” and “Servicing of the Mortgage LoansServicing of the Houston Galleria Mortgage Loan” and “—Servicing of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan” in this free writing prospectus.
 
     
 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.
 
     

 
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   The custodian with respect to each of the One Martius Campus mortgage loan, The Club Row Building mortgage loan and the Shaner Hotels Portfolio mortgage loan is Wells Fargo Bank, National Association, the custodian under the JPMBB 2015-C27 pooling and servicing agreement. 
     
 Sponsors 
JPMorgan Chase Bank, National Association, a national banking association, Barclays Bank PLC, a public limited company registered in England and Wales, KeyBank National Association, a national banking association organized under the laws of the United States of America, Starwood Mortgage Funding II LLC, a Delaware limited liability company, MC-Five Mile Commercial Mortgage Finance LLC, a Delaware limited liability company and Redwood Commercial Mortgage Corporation, a Delaware corporation. For more information, see “Transaction Parties—The Sponsors and Mortgage Loan Sellers” in this free writing prospectus and “The Sponsor” in the prospectus.
 
     
 Significant Obligor The following mortgaged property is a “significant obligor” of the trust within the meaning given that term in Regulation AB under the Securities Act of 1933, as amended. 
     
   One (1) mortgaged property identified as “Houston Galleria” on Annex A-1 to this free writing prospectus, securing one (1) mortgage loan with a principal balance as of the cut-off date of $150,000,000, which represents approximately 13.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is a “significant obligor” as described above. 
     
   
See Annex A-1 and “Description of Top Ten Mortgage Loans and Additional Mortgage Loan Information” in Annex A-3 and “Transaction Parties—Significant Obligor” in this free writing prospectus.
 
     
 Senior Trust Advisor 
Pentalpha Surveillance LLC, a Delaware limited liability company, will be the senior trust advisor. During such time as (x) the Class E certificates have a certificate balance (taking into account the application of appraisal reductions to notionally reduce the certificate balance of such class of certificates) of less than 25% of the initial certificate balance of the Class E certificates or (y) a holder of the Class E certificates is the majority controlling class certificateholder and has irrevocably waived its right to exercise any of its rights as the controlling class certificateholder and such rights have not been reinstated to a successor controlling class certificateholder, the senior trust advisor will generally be required to review the special servicer’s operational practices in respect of specially serviced mortgage loans to formulate an opinion as to whether or not those operational practices generally satisfy the servicing standard with respect to the resolution and/or liquidation of specially serviced mortgage loans. In addition, during such time, the senior trust advisor will consult on a non-binding basis with the special servicer with regard to certain matters with respect to the servicing of specially serviced mortgage loans to the extent set forth in the pooling and servicing agreement and described in this free writing prospectus. See “Transaction Parties—The Senior Trust Advisor” in this free writing prospectus.
 
     
 
 
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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 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.
 
     

 
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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 following non-serviced whole loans or any related REO properties: Houston Galleria whole loan, the One Campus Martius whole loan, The Club Row Building whole loan and the Shaner Hotels Portfolio whole loan. 
     
   
However, Pentalpha Surveillance LLC is also the senior trust advisor under the JPMBB 2015-C27 pooling and servicing agreement, and, in such capacity, has certain obligations and consultation rights with respect to each of the One Campus Martius whole loan, The Club Row Building whole loan (following the occurrence and continuance of a control appraisal period with respect to The Club Row Building subordinate companion loan) and the Shaner Hotels Portfolio whole loan that are substantially similar to those of the senior trust advisor under the pooling and servicing agreement for this transaction. See “Description of the Mortgage PoolThe Whole Loans—The One Campus Martius Whole Loan”, “—The Club Row Building Whole Loan” and “—The Shaner Hotels Portfolio Whole Loan” in this free writing prospectus.
 
     
   There will be no senior trust advisor under the trust and servicing agreement entered into in connection with the private CMBS securitization that is expected to govern the servicing and administration of the Houston Galleria whole loan. 
     
 Directing Certificateholder 
With respect to each mortgage loan (other than the non-serviced mortgage loans), the directing certificateholder will be the controlling class certificateholder (or its representative) selected by more than 50% of the controlling class certificateholders (by certificate balance, as certified by the certificate registrar from time to time as provided for in the pooling and servicing agreement); provided, however, that (1) absent that selection, or (2) until a directing certificateholder is so selected or (3) upon receipt of a notice from a majority of the controlling class certificateholders, by certificate balance, that a directing certificateholder is no longer designated, the controlling class certificateholder that owns the largest aggregate certificate balance of the controlling class (or its representative) will, upon certification of the same to the certificate administrator and the special servicer, be the directing certificateholder; provided, however, that in the case of this clause (3), in the event that no one holder owns the largest aggregate certificate balance of the controlling class, then there will be no directing certificateholder
 
     

 
S-23

 

     
   until appointed in accordance with the terms of the pooling and servicing agreement. 
     
   
The controlling class will be the most subordinate class of the Class E, Class F and Class NR certificates then outstanding that has an aggregate certificate balance, as notionally reduced by any appraisal reductions allocable to such class, at least equal to 25% of the initial certificate balance of that class; provided, however, that during such time as the Class E certificates would be the controlling class, the holders of such certificates will have the right to irrevocably waive their right to appoint a directing certificateholder or to exercise any of the rights of the controlling class certificateholder (including the consent and consultation rights described below). No class of certificates, other than as described above, will be eligible to act as the controlling class or appoint a directing certificateholder.
 
     
   
The directing certificateholder will have certain consent and consultation rights under the pooling and servicing agreement in certain circumstances with respect to the mortgage loans (other than the non-serviced mortgage loans); provided that, after and during such time as the Class E certificates have a certificate balance (taking into account the application of appraisal reductions to notionally reduce the certificate balance of such class of certificates) of less than 25% of the initial certificate balance, the consent rights will terminate. After such time that none of the Class E, Class F and Class NR certificates has a then-outstanding certificate balance at least equal to 25% of the initial certificate balance of that class without regard to the application of any appraisal reductions, the consultation rights of the directing certificateholder will terminate.
 
     
   
It is anticipated that Torchlight Investors, LLC will be the initial directing certificateholder with respect to each mortgage loan (other than the non-serviced mortgage loans); however, we cannot assure you that arrangement will continue. See “Risk Factors—Potential Conflicts of Interest—Potential Conflicts of Interest of the Directing Certificateholder” in this free writing prospectus.
 
     
   
LNR Securities Holdings, LLC, the directing certificateholder under the JPMBB 2015-C27 pooling and servicing agreement, will have certain consent and consultation rights with respect to the One Campus Martius whole loan, The Club Row Building whole loan (following the occurrence and continuance of a control appraisal period with respect to The Club Row Building subordinate companion loan) and the Shaner Hotels Portfolio whole loan, which rights are substantially similar, but not identical, to those of the directing certificateholder under the pooling and servicing agreement for this securitization, subject to similar appraisal mechanics. See “Description of the Mortgage Pool—The Whole Loans—The One Campus Martius Whole Loan”, “—The Club Row Building Whole Loan” and “—The Shaner Hotels Portfolio Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the
 
     

 
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Shaner Hotels Portfolio Mortgage Loan” in this free writing prospectus.
 
     
 Holder of a Subordinate   
 Companion Loan 
Two (2) mortgage loans identified as “Houston Galleria” and “The Club Row Building” on Annex A-1 to this free writing prospectus, representing approximately 17.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are comprised of one or more senior pari passu notes (included in the trust), one or more senior pari passu notes (not included in the trust) and one or more subordinate companion loans (not included in the trust). The holder of the subordinate companion loan related to The Club Row Building mortgage loan will have the right to cure certain defaults with respect to the related mortgage loan and to purchase (without payment of any yield maintenance charge or prepayment premium) the related mortgage loan under certain limited default circumstances under the related intercreditor agreement and the JPMBB 2015-C27 pooling and servicing agreement. In addition, prior to the occurrence and continuance of a control appraisal period with respect to The Club Row Building subordinate companion loan, the holder of such subordinate companion loan will have the right under the related intercreditor agreement and the JPMBB 2015-C27 pooling and servicing agreement to approve certain modifications and consent to certain actions to be taken with respect to the related mortgage loan under certain circumstances. The holder of The Club Row Building subordinate companion loan will also have the right under the related intercreditor agreement to replace the special servicer under the JPMBB 2015-C27 pooling and servicing agreement with respect to The Club Row Building mortgage loan at any time prior to the occurrence and continuance of a control appraisal period with respect to such subordinate companion loan, subject to the requirements provided for in the related intercreditor agreement and the JPMBB 2015-C27 pooling and servicing agreement. See “Description of the Mortgage Pool—The Whole Loans—The Club Row Building Whole Loan” and “Transaction Parties—Replacement of the Special Servicer” in this 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, Barclays Bank PLC, KeyBank National Association, Starwood Mortgage Funding II LLC, MC-Five Mile Commercial Mortgage Finance LLC and Redwood Commercial Mortgage Corporation, each have (or, as of the closing date, will have) originated, co-originated or acquired their respective mortgage loans and will be selling them to the depositor. 
     
   JPMorgan Chase Bank, National Association is also an affiliate of J.P. Morgan Securities LLC, an underwriter for the offering of the offered certificates and an initial purchaser of the non-offered certificates. JPMorgan Chase Bank, National Association is also a sponsor. 
     
 
 
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   JPMorgan Chase Bank, National Association currently holds four (4) mezzanine loans related to four (4) mortgage loans identified as “The Shops at Waldorf Center”, “Shaner Hotels Portfolio”, “Marriott – Chattanooga” and “The Legacy at Traditions” on Annex A-1 to this free writing prospectus, representing approximately 14.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. 
     
   
Barclays Bank PLC, one of the sponsors and a mortgage loan seller, is an affiliate of Barclays Capital Inc., an underwriter for the offering of the offered certificates and an initial purchaser of certain of the non-offered certificates.  Barclays Bank PLC provides warehouse financing to Starwood Mortgage Funding II LLC through a repurchase facility. It is anticipated that all of the mortgage loans that Starwood Mortgage Funding II LLC will transfer to the depositor, representing approximately 11.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are subject to that repurchase facility. Proceeds received by Starwood Mortgage Funding II LLC in connection with the contribution of mortgage loans to this securitization transaction will be applied, among other things, to reacquire the financed mortgage loans and make payments to Barclays Bank PLC as the repurchase agreement counterparty.  See “Risk Factors—Potential Conflicts of Interest—Potential Conflicts of Interest of the Sponsors and Mortgage Loan Sellers” in this free writing prospectus.
 
     
   
KeyBank National Association, a sponsor, a mortgage loan seller and a primary servicer, is an affiliate of KeyBanc Capital Markets Inc., an underwriter for the offering of the offered certificates and an initial purchaser of the non-offered certificates. In addition, KeyBank National Association currently holds the Renaissance New Orleans Portfolio pari passu companion loan; however, KeyBank National Association expects to deposit that pari passu companion loan into one or more future securitizations. In addition, KeyBank National Association is expected to be the master servicer under the trust and servicing agreement entered into in connection with the private CMBS securitization that is expected to govern the servicing and administration of the Houston Galleria whole loan.
 
     
   
Starwood Mortgage Funding II LLC, a mortgage loan seller, and Starwood Mortgage Capital LLC, an originator, are affiliated with each other and are each an affiliate of LNR Partners, LLC, the special servicer of the One Campus Martius whole loan, The Club Row Building whole loan and the Shaner Hotels Portfolio whole loan under the JPMBB 2015-C27 pooling and servicing agreement (see “Transaction Parties—The JPMBB 2015-C27 Special Servicer” in this free writing prospectus), and of LNR Securities Holdings, LLC, which was the purchaser of approximately 51% of the Class X-FG, Class X-NR, Class E, Class F, Class G, Class NR and Class Z certificates issued under the JPMBB 2015-C27 pooling and servicing agreement (and which is the initial JPMBB 2015-C27 directing certificateholder). In addition, Starwood Mortgage Funding II LLC currently holds the Horizon Outlet Shoppes Portfolio pari passu
 
     

 
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companion loan; however, Starwood Mortgage Funding II LLC or an affiliate expects to deposit that pari passu companion loan into one or more future securitizations.
 
     
   
Redwood Commercial Mortgage Corporation is an indirect wholly-owned subsidiary of Redwood Trust, Inc. Redwood Trust, Inc. will guarantee the performance of Redwood Commercial Mortgage Corporation’s obligations to repurchase or replace its respective mortgage loans for material breaches of representations and warranties or defective loan documentation under the circumstances described under “Description of the Mortgage Pool—Sale of Mortgage Loans; Mortgage File Delivery” and “—Representations and Warranties; Repurchases and Substitutions” in this 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 intended to be included in the trust may be subject to that repurchase facility.
 
     
   Wells Fargo Bank, National Association is the master servicer, the certificate administrator, the custodian, the certificate registrar and the 17g-5 information provider.  Wells Fargo Bank, National Association also serves as the custodian, the trustee and the certificate administrator (among other functions) under the JPMBB 2015-C27 pooling and servicing agreement with respect to the One Campus Martius whole loan, The Club Row Building whole loan and the Shaner Hotels Portfolio whole loan. In addition, Wells Fargo Bank, National Association is expected to be the trustee and certificate administrator under the trust and servicing agreement entered into in connection with the private CMBS securitization that is expected to govern the servicing and administration of the Houston Galleria whole loan. 
     
   
These roles and other potential relationships may give rise to conflicts of interest as further described in this 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, the related due date in April 2015, or with respect to any mortgage loan that has its first due date in May 2015, the date that would have otherwise been the related due date in April 2015. 
     
 Closing Date On or about April 23, 2015. 
     
 
 
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 Distribution Date 
The 4th business day following each determination date. The first distribution date will be in May 2015.
 
     
 Interest Accrual Period Interest will accrue on the offered certificates during the calendar month prior to the related distribution date. Interest will be calculated on the offered certificates assuming that each month has 30 days and each year has 360 days. 
     
 Due Period For any mortgage loan and any distribution date, the period commencing on the day immediately following the due date for such mortgage loan in the month preceding the month in which that distribution date occurs and ending on and including the due date for such mortgage loan in the month in which that distribution date occurs. However, in the event that the last day of a due period (or applicable grace period) is not a business day, any periodic payments received with respect to the mortgage loans relating to that due period on the business day immediately following that last day will be deemed to have been received during that due period and not during any other due period. 
     
 Determination Date The 11th calendar day of each month or, if the 11th calendar day is not a business day, then the business day immediately succeeding such 11th calendar day. 
     
 Record Date With respect to any distribution date, the last business day of the month preceding the month in which that distribution date occurs. 
     
 Assumed Final Distribution Date 
The assumed final distribution dates set forth below for each class have been determined on the basis of the assumptions described in “Description of the Certificates—Assumed Final Distribution Date; Rated Final Distribution Date” in this free writing prospectus:
 
     
    Class A-1 January 2020  
    Class A-2 April 2020  
    Class A-3 January 2025  
    Class A-4 March 2025  
    Class A-SB November 2024  
    Class X-A March 2025  
    Class X-B March 2025  
    Class A-S March 2025  
    Class B March 2025  
    Class C March 2025  
    Class EC March 2025  
        

 
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 Transaction Overview 
   
 On the closing date, each sponsor will sell its respective mortgage loans to the depositor, which will in turn deposit the mortgage loans into the issuing entity, a common law trust created on the closing date. The trust, which will be the issuing entity, will be formed by a pooling and servicing agreement, to be entered into among the depositor, the master servicer, the special servicer, the certificate administrator, the trustee and the senior trust advisor. The master servicer will service the mortgage loans (other than the specially serviced mortgage loans and non-serviced mortgage loans) in accordance with the pooling and servicing agreement and provide the information to the certificate administrator necessary for the certificate administrator to calculate distributions and other information regarding the certificates. 
     
 The transfers of the mortgage loans from the sponsors to the depositor and from the depositor to the issuing entity in exchange for the offered certificates are illustrated below: 
   
 (flow chart) 
   
 
 
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 Offered Certificates 
      
 General We are offering the following classes of commercial mortgage pass-through certificates as part of Series 2015-C28: 
     
   Class A-1 
   Class A-2 
   Class A-3 
   Class A-4 
   Class A-SB 
   Class X-A 
   Class X-B 
   Class A-S 
   Class B 
   Class C 
   Class EC 
      
   The certificates will consist of the above classes and the following classes that are not being offered by this 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 R and Class Z. 
     
   
The certificates will collectively represent beneficial ownership in the issuing entity, a trust created by J.P. Morgan Chase Commercial Mortgage Securities Corp. The trust’s assets will primarily be sixty-seven (67) fixed rate commercial mortgage loans secured by first mortgage liens on one hundred twenty-two (122) mortgaged properties. The mortgage loans are comprised of (i) sixty-one (61) mortgage loans (which have no related pari passu or subordinate interest secured by the related mortgaged property or properties), (ii) four (4) mortgage loans represented by a pari passu portion of a split whole loan secured by the related mortgaged property or properties, and (iii) two (2) mortgage loans represented by one or more pari passu portions of a split senior mortgage loan and one or more related subordinate companion loans (i.e., a subordinate companion loan that is not an asset of the trust) secured by the related mortgaged property.
 
      
   
For purposes of the mortgage loan and pool composition data and other information contained in this free writing prospectus (including the annexes and statistical information), the above described pari passu or subordinate companion loans are not reflected in this free writing prospectus, and the term “mortgage loan” does not include any pari passu or 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
 
      

 
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A-3) in a manner that takes account of that mortgage loan and its related pari passu companion loan(s), but not the related subordinate companion loan(s). Other than as specifically noted, the loan-to-value ratio, the debt service coverage ratio, debt yield and mortgage loan rate information for each mortgage loan is presented in this 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$35,258,000 
   Class A-2$163,954,000 
   Class A-3$150,000,000 
   Class A-4$379,976,000 
   Class A-SB$70,766,000 
   Class X-A$878,521,000 
   Class X-B$70,218,000 
   
Class A-S(1)
$78,567,000 
   
Class B(1)
$70,218,000 
   
Class C(1)
$54,168,000 
   
Class EC(1)
$202,953,000 
        
   (1)The initial certificate balance of any of the Class A-S, Class B or Class C certificates represents the principal balance of such class without giving effect to any exchange and conversion for Class EC certificates. The initial certificate balance of the Class EC certificates is equal to the aggregate of the initial certificate balances of the Class A-S, Class B and Class C certificates and represents the maximum principal balance of such class that could be issued in an exchange and conversion. In the event that none of the Class A-S, Class B and Class C certificates is converted to Class EC certificates, the Class EC certificate balance would be equal to zero. Other than for federal income tax purposes, any exchange of (i) a portion of the Class A-S, Class B or Class C certificates will result in a conversion and reduction, on a dollar-for-dollar basis, of a proportionate share of each related component class of Class A-S, Class B and Class C certificates for, and an increase, on a dollar-for-dollar basis, of the certificate balance of the Class EC certificates, and (ii) any amount of the Class EC certificates will result in a conversion and reduction, on a dollar-for-dollar basis, of the certificate balance of the Class EC certificates converted and an increase, on a dollar-for-dollar basis, of a proportionate share of the related certificate balances of each class of Class A-S, Class B and Class C certificates. 
       
 
 
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 Pass-Through Rates      
        
 A. Offered Certificates Your certificates will accrue interest at an annual rate called a pass-through rate. The initial approximate pass-through rate is set forth below for each class: 
        
   Class A-1 %  
   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 Certificates
 
 
Exchangeable 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 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
 
         
 
 
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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, with respect to special servicing fees, if the related loan interest payments (or other collections in respect of the related loan or property) are insufficient, then from general collections on all mortgage loans. The servicing fee for each distribution date pursuant to the pooling and servicing agreement, which includes the master servicing fee and the portion of the servicing fee payable to any primary servicer, is calculated on the outstanding principal amount of each mortgage loan (including any REO loan and the non-serviced mortgage loans) and the serviced companion loans at the servicing fee rate equal to a per annum rate ranging from 0.00500% to 0.07250%. The special servicing fee for each distribution date is calculated based on the outstanding principal amount of each mortgage loan that is a specially serviced mortgage loan or REO loan, on a loan-by-loan basis at the special servicing fee rate equal to the greater of a per annum rate of 0.25000% and the per annum rate that would result in a special servicing fee of $3,500 for the related month; provided that the special servicer will not be entitled to a special servicing fee with respect to the One Campus Martius mortgage
 
     

 
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loan, The Club Row Building mortgage loan or the Shaner Hotels Portfolio mortgage loan, but the special servicer under the JPMBB 2015-C27 pooling and servicing agreement will be entitled to a special servicing fee at a rate equal to the greater of a per annum rate of 0.25000% and the per annum rate that would result in a special servicing fee of $3,500 for the related month. Any primary servicing fees or sub-servicing fees will be paid by the master servicer or special servicer, respectively, out of the fees described above. The master servicer and special servicer are also entitled to additional fees and amounts, including income on the amounts held in certain accounts and certain permitted investments, liquidation fees and workout fees. See “Transaction 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 and the non-serviced mortgage loans) in the trust fund at the certificate administrator fee rate equal to a per annum rate of 0.00380%. The trustee fee is payable by the certificate administrator from the certificate administrator fee and is equal to $210 per month. The senior trust advisor will be entitled to a fee on each distribution date calculated on the outstanding principal amount of each mortgage loan and REO Loan (including the specially serviced mortgage loans and the non-serviced mortgage loans) in the trust fund and at the senior trust advisor fee rate, which will be a per annum rate of 0.00195%. The senior trust advisor will also be entitled under certain circumstances to a consulting fee. Fees payable by the trust to the master servicer, special servicer and senior trust advisor are generally payable prior to any distributions to certificateholders. See “Transaction Parties—Servicing and Other Compensation and Payment of Expenses” and “Servicing of the Mortgage Loans—The Senior Trust Advisor” in this free writing prospectus.
 
     
   
Additionally, with respect to each distribution date, an amount equal to the product of 0.00050% per annum multiplied by the outstanding principal amount of each mortgage loan and any REO loan (but not any companion loan) in the trust will be payable to the Commercial Real Estate Finance Council as a license fee for use of their names and trademarks, including an investor reporting package. This fee will be payable prior to any distributions to certificateholders.
 
     
 Distributions   
     
 
A. Amount and Order of
Distributions
 
 
On each distribution date, funds available for distribution from the mortgage loans (net of specified trust fees, reimbursements, expenses and yield maintenance charges or other prepayment premiums and excess interest) will be distributed to the certificates in the following amounts and order of priority:
 
     
   
First, Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates: To pay interest on the
 
     

 
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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, 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.
 
     

 
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Sixth, Class C certificates: To the Class C certificates in a manner analogous to the Class A-S certificates’ allocations of priority Fourth above.
 
     
   
Seventh, Non-offered certificates (other than the Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR and Class Z certificates): In the amounts and order of priority described in “Description of the Certificates—Distributions” in this 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 R and Class Z 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 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.
 
     
   On each distribution date, any excess interest collected in respect of a mortgage loan in the trust fund with an anticipated repayment date during the related collection period will be distributed to the holders of the Class Z certificates. This interest will not be available to provide credit support for other classes of certificates or offset any interest shortfalls. 
     
 
D. General
 The chart below describes the manner in which the payment rights of certain classes of certificates will be senior or subordinate, as the case may be, to the payment rights of other classes of certificates. The chart shows the entitlement to receive principal and/or interest of certain classes of certificates (other than excess interest that accrues on each mortgage loan 
     
 
 
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that has an anticipated repayment date) on any distribution date in descending order. It also shows the manner in which mortgage loan losses are allocated to certain classes of the certificates in ascending order (beginning with the non-offered certificates, other than the Class R certificates); provided that, that no principal payments or mortgage loan losses will be allocated to the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class R or Class Z certificates, although principal payments and mortgage loan losses may reduce the notional amounts of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F or Class X-NR certificates and, therefore, the amount of interest they accrue.
 
     
   (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, Class R and Class Z certificates. 
      
   Other than the subordination of certain classes of certificates, as described above, no other form of credit enhancement will be available for the benefit of the holders of the offered certificates. 
      
   On each distribution date, the Class EC certificates will receive, in the aggregate, the sum of the principal and interest and other amounts otherwise distributable to the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates and will similarly be allocated any realized losses and other shortfalls otherwise allocable to the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates. 
      
   Principal losses and principal payments, if any, on mortgage loans that are allocated to a class of certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class R or Class Z certificates) will reduce the certificate balance of that class of certificates. 
      
   The notional amount of the Class X-A certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S certificates (determined without giving effect to any exchange and conversion of any Class A-S 
      

 
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    certificates for Class EC certificates). The notional amount of the Class X-B certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class B certificates (determined without giving effect to any exchange and conversion of any Class B certificates for Class EC certificates). The notional amount of the Class X-C certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class C certificates (determined without giving effect to any exchange and conversion of any Class C certificates for Class EC certificates).The notional amount of the Class X-D certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class D certificates. The notional amount of the Class X-E certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class E certificates. The notional amount of the Class X-F certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class F certificates. The notional amount of the Class X-NR certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class NR certificates. 
      
    
See “Description of the Certificates” in this 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, the special servicer or the trustee (to the extent not covered by late payment charges or default interest paid by the related borrower); shortfalls resulting from the application of appraisal reductions to reduce principal and interest advances; shortfalls resulting from extraordinary expenses of the trust, including indemnification payments payable to the depositor, master servicer, special servicer, certificate administrator, trustee or senior trust advisor; shortfalls resulting from a modification of a mortgage loan’s interest rate or principal balance; and shortfalls resulting from other unanticipated or default-related expenses of the trust. Prepayment interest shortfalls on the mortgage loans that are not covered by certain compensating interest payments made by the master servicer are required to be allocated among the classes of certificates (other than the Class EC, Class R and Class Z certificates), on a pro rata basis, to reduce the amount of interest payable on each such class of certificates to the extent described in this 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.
 
      
 
 
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 F. Excess Interest On each distribution date, any excess interest in respect of the increase in the interest rate on any mortgage loan with an anticipated repayment date after the related anticipated repayment date to the extent actually collected and applied as interest during a due period will be distributed to the holders of the Class Z certificates on the related distribution date. This excess interest will not be available to make distributions to any other class of certificates or to provide credit support for other classes of certificates or offset any interest shortfalls or to pay any other amounts to any other party under the pooling and servicing agreement. 
       
 Advances    
      
 A. P&I Advances 
The master servicer is required to advance a delinquent periodic mortgage loan payment (unless the master servicer or the special servicer determines that the advance would be nonrecoverable). Neither the master servicer nor the trustee will be required to advance balloon payments due at maturity in excess of the regular periodic payment, interest in excess of a mortgage loan’s regular interest rate, default interest, late payment charges, prepayment premiums or yield maintenance charges. The amount of the interest portion of any advance will be subject to reduction to the extent that an appraisal reduction of the related mortgage loan has occurred (and with respect to any mortgage loan that is part of a whole loan, to the extent such appraisal reduction amount is allocated to the related mortgage loan). See “Description of the Certificates—Advances” in this 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 nonrecoverable. 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. None of the master servicer, the special servicer or the trustee will make, or be permitted to make, any principal or interest advance with respect to any companion loan that is not part of the trust.
 
      
 B. Property Protection Advances The master servicer may be required to make advances with respect to mortgage loans that it is required to service to pay delinquent real estate taxes, assessments and hazard insurance premiums and similar expenses necessary to: 
       
    protect and maintain (and in the case of REO properties, lease and manage) the related mortgaged property; 
       
    maintain the lien on the related mortgaged property; and/or 
       
    enforce the related mortgage loan documents. 
       
 
 
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The special servicer will have no obligation to make any property protection advances, but may make advances in an urgent or emergency situation as described in “Description of the Certificates—Advances” in this free writing prospectus.
 
      
    
If the master servicer fails to make a required advance of this type, the trustee will be required to make this advance. None of the master servicer, the special servicer or the trustee is required to advance amounts determined by such party to be nonrecoverable. See “Description of the Certificates—Advances” in this free writing prospectus.
 
      
    With respect to the One Campus Martius mortgage loan, The Club Row Building mortgage loan and the Shaner Hotels Portfolio mortgage loan, the master servicer (and the trustee, as applicable), under the JPMBB 2015-C27 pooling and servicing agreement is required to, and the special servicer under the JPMBB 2015-C27 pooling and servicing agreement may, make similar advances with respect to delinquent real estate taxes, assessments and hazard insurance premiums as described above. It is expected that the applicable master servicer under the trust and servicing agreement governing the securitization of the Houston Galleria companion loans will be required to make similar advances with respect to delinquent real estate taxes, assessments and hazard insurance premiums as described above. 
      
 C. Interest on Advances 
The master servicer, the special servicer and the trustee, as applicable, will be entitled to interest on the above described advances at the “Prime Rate” as published in The Wall Street Journal, as described in this 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 loans, the applicable makers of advances under the related pooling and servicing agreement will similarly be entitled to interest on advances. 
      
    The Mortgage Loans 
      
 The Mortgage Pool 
The trust’s primary assets will be sixty-seven (67) fixed rate commercial mortgage loans, each evidenced by one or more promissory notes secured by first mortgages, deeds of trust, deeds to secure debt or similar security instruments on the fee and/or leasehold estate of the related borrower in one hundred twenty-two (122) commercial and multifamily properties. See “Description of the Mortgage Pool—Additional Debt” in this free writing prospectus.
 
 
 
 
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   The aggregate principal balance of the mortgage loans as of the cut-off date will be approximately $1,142,791,698. 
     
   Whole Loans 
     
   
As used in this free writing prospectus, the term “mortgage loan” refers to the mortgage loans that are assets of the trust and does not include any of the subordinate companion loans or pari passu companion loans.
 
     
   
In the case of the mortgage loan identified as “Houston Galleria” on Annex A-1 to this free writing prospectus, representing approximately 13.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, such mortgage loan is secured by the same mortgage instrument on the same mortgaged property as (i) two (2) related companion loans (each pari passu with one tranche of the Houston Galleria mortgage loan and each comprised of four (4) pari passu notes), which companion loans are not part of the trust, and are each referred to in this free writing prospectus as a “pari passu companion loan”, and (ii) three (3) subordinate companion loans (each comprised of four (4) pari passu notes), which subordinate companion loans are not part of the trust, and are each referred to in this free writing prospectus as a “subordinate companion loan”. See “Description of the Mortgage PoolThe Whole Loans—The Houston Galleria Whole Loan” in this free writing prospectus.
 
     
   
In the case of the mortgage loan identified as “The Club Row Building” on Annex A-1 to this free writing prospectus, representing approximately 3.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, such mortgage loan is secured by the same mortgage instrument on the same mortgaged property as (i) a related pari passu companion loan, which companion loan is evidenced by a pari passu note that is not part of the trust, and is referred to in this free writing prospectus as a “pari passu companion loan”, and (ii) a related subordinate companion loan, which companion loan is evidenced by a subordinate note that is not part of the trust, and is referred to in this free writing prospectus as a “subordinate companion loan”.
 
     
   
In the case of the four (4) mortgage loans identified as “One Campus Martius”, “Shaner Hotels Portfolio”, “Horizon Outlet Shoppes Portfolio” and “Renaissance New Orleans Portfolio” on Annex A-1 to this free writing prospectus, representing approximately 4.4%, 3.7%, 2.5% and 2.1%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, each such mortgage loan is part of a split loan structure that also includes a pari passu companion loan. Each such mortgage loan is secured by the same mortgage instrument on the same mortgaged property or portfolio of mortgaged properties as a related pari passu companion loan, each of which companion loan is evidenced by a pari passu note that is not part of the trust and is referred to in this free writing prospectus as the respective “pari passu companion loan”.
 
     
 
 
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   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
 Subordinate
Companion
Loan Original
Balance
 
   1 Houston Galleria $150,000,000  13.1%  $734,000,000  $316,000,000 
   4 One Campus Martius $50,000,000  4.4%  $75,000,000  N/A 
   6 The Club Row Building $45,000,000  3.9%  $110,000,000  $25,000,000 
   7 Shaner Hotels Portfolio $42,090,000  3.7%  $35,000,000  N/A 
   12 Horizon Outlet Shoppes Portfolio $28,000,000  2.5%  $26,675,000  N/A 
   15 Renaissance New Orleans Portfolio $23,837,918  2.1%  $19,503,751  N/A 
     
   
Each mortgage loan identified in the above table is included in the trust; however, none of the related companion loans are included in the trust. In the case of the Houston Galleria whole loan, the notes comprising the related pari passu companion loans and the notes comprising the related subordinate companion loans are expected to be included in a private CMBS securitization. In the case of each of the One Campus Martius whole loan, The Club Row Building whole loan and the Shaner Hotels Portfolio whole loan, the note comprising the related pari passu companion loan is included in the JPMBB Commercial Mortgage Securities Trust 2015-C27 securitization. In addition, in the case of The Club Row Building whole loan, the related subordinate companion loan is held by a third party investor and is not part of this trust or the trust formed under the JPMBB Commercial Mortgage Securities Trust 2015-C27 securitization. In the case of the Horizon Outlet Shoppes Portfolio pari passu companion loan and the Renaissance New Orleans Portfolio pari passu companion loan, each such pari passu companion loan is expected to be deposited into one or more future securitizations.
 
     
 Servicing of the Whole Loans 
Each of the One Campus Martius whole loan, The Club Row Building whole loan and the Shaner Hotels Portfolio whole loan are serviced under the JPMBB 2015-C27 pooling and servicing agreement entered into in connection with the issuance of the JPMBB Commercial Mortgage Securities Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27. In addition, pursuant to the related intercreditor agreement, the directing certificateholder under the applicable non-serviced pooling and servicing agreement (or, in the case of The Club Row Building whole loan, the holder of the related subordinate companion loan prior to the occurrence and continuance of a control event under that non-serviced pooling and servicing agreement) may exercise certain rights granted to the holders of the related 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 the applicable non-serviced pooling and servicing agreement 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 related intercreditor agreement, the directing certificateholder under the applicable non-serviced pooling and
 
     
 
 
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servicing agreement (or, in the case of The Club Row Building whole loan, the related subordinate companion loan holder) 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 as described under “Description of the Mortgage Pool—The Whole Loans—The One Campus Martius Whole Loan”, “—The Club Row Building Whole Loan”, “—The Shaner Hotels Portfolio Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan” in this free writing prospectus.
 
     
   
The Houston Galleria whole loan is expected to be serviced pursuant to a trust and servicing agreement entered into in connection with a private CMBS transaction by KeyBank National Association, the master servicer under the private CMBS transaction, and Pacific Life Insurance Company, the special servicer under the private CMBS transaction. In addition, pursuant to the related intercreditor agreement, the consent and consultation rights with respect to the Houston Galleria whole loan will be held by the directing certificateholder or controlling class representative for the private CMBS securitization that is expected to govern the servicing and administration of the Houston Galleria whole loan as described under “Description of the Mortgage Pool—The Whole Loans—The Houston Galleria Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Houston Galleria Mortgage Loan” in this free writing prospectus.
 
     
   
Each of the Horizon Outlet Shoppes Portfolio whole loan and the Renaissance New Orleans Portfolio whole 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, and the directing certificateholder for this transaction will have the same consent and consultation rights with respect to the related whole loan as it has for the other mortgage loans in this transaction. See “Description of the Mortgage PoolThe Whole Loans—The Horizon Outlet Shoppes Portfolio Whole Loan” and “—The Renaissance New Orleans Portfolio Whole Loan” in this free writing prospectus.
 
     
   Serviced Whole Loans 
     
   
Each of the Horizon Outlet Shoppes Portfolio whole loan and the Renaissance New Orleans Portfolio 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 Horizon Outlet Shoppes Portfolio pari passu companion loan and the Renaissance New Orleans Portfolio pari passu companion loan is referred to in this free writing prospectus as a “serviced companion loan”.
 
 
 
 
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For additional information regarding these pari passu split loans, see “Description of the Mortgage Pool—The Whole LoansThe Horizon Outlet Shoppes Portfolio Whole Loan” and “—The Renaissance New Orleans Portfolio Whole Loan” in this free writing prospectus.
 
     
   Non-Serviced Whole Loan 
     
   Each of the Houston Galleria whole loan, the One Campus Martius whole loan, The Club Row Building whole loan and the Shaner Hotels Portfolio whole loan is referred to in this free writing prospectus as a “non-serviced whole loan”. 
     
   
Each of the Houston Galleria pari passu companion loans, the One Campus Martius pari passu companion loan, The Club Row Building pari passu companion loan and the Shaner Hotels Portfolio pari passu companion loan is referred to in this free writing prospectus as a “non-serviced pari passu companion loan”. Each of the Houston Galleria subordinate companion loans and The Club Row Building subordinate companion loan is referenced to as a “subordinate companion loan”, and together with the “non-serviced pari passu companion loans”, are referred to in this free writing prospectus as “non-serviced companion loans”.
 
     
   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, but not the related 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 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” 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
 
     

 
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   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. 
     
   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)
 $1,142,791,698 
   Number of mortgage loans 67 
   Number of mortgaged properties 122 
   Range of mortgage loan principal balances $1,598,028 to $150,000,000 
   Average mortgage loan principal balances $17,056,593 
   Range of mortgage rates 3.30699% to 5.25000% 
   Weighted average mortgage rate 4.25783% 
   
Range of original terms to maturity(2)
 60 months to 120 months 
   
Weighted average original term to maturity(2)
 111 months 
   
Range of remaining terms to maturity(2)
 57 months to 120 months 
   
Weighted average remaining term to maturity(2)
 109 months 
   
Range of original amortization term(3)
 240 months to 360 months 
   
Weighted average original amortization term(3)
 353 months 
   
Range of remaining amortization terms(3)
 239 months to 360 months 
   
Weighted average remaining amortization term(3)
 353 months 
   
Range of loan-to-value ratios(4)(5)
 35.1% to 77.5% 
   
Weighted average loan-to-value ratio(4)(5)
 63.2% 
   
Range of loan-to-value ratios as of the maturity date(2)(4)(5)
 35.1% to 70.6% 
   
Weighted average loan-to-value ratio as of the maturity date(2)(4)(5)
 56.9% 
   
Range of underwritten net cash flow debt service coverage ratios(5)(6)
 1.22x to 3.38x 
   
Weighted average underwritten net cash flow debt service coverage ratio(5)(6)
 1.88x 
   Percentage of aggregate outstanding principal balance consisting of:   
   Interest Only-Balloon 39.9% 
   Interest Only 24.0% 
   Balloon 23.4% 
   ARD-Interest Only 12.2% 
   
ARD-Interest Only-Balloon(7)
 0.5% 
       
       
   (1)Subject to a permitted variance of plus or minus 5%. 
      
 
 
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   (2)
Four (4) mortgage loans with an anticipated repayment date, identified as “333 North Central Avenue”, “Walgreens Net Lease Portfolio III”, “Walgreens Net Lease Portfolio IV” and “Walgreens Mt. Greenwood” on Annex A-1 to this free writing prospectus, representing approximately 12.7% 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)Excludes eight (8) mortgage loans identified as “Houston Galleria”, “333 North Central Avenue”, “One Campus Martius”, “The Club Row Building”, “Walgreens Net Lease Portfolio III”, “Walgreens Net Lease Portfolio IV”, “ExchangeRight Net Leased Portfolio 8” and “Kohl’s – Round Lake Beach” on Annex A-1 to this free writing prospectus, representing approximately 36.1% 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. 
      
   (4)
In the case of three (3) mortgaged properties identified as “The Shops at Waldorf Center”, “Champaign Town Center” and “8915 Rosedale Highway” on Annex A-1 to this free writing prospectus, securing three (3) mortgage loans representing approximately 7.8% 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”, “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. 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” and “Description of the Mortgage Pool—Assessments of Property Value and Condition—Appraisals” in this free writing prospectus.
 
      
   (5)
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(s), but excludes the related subordinate companion loan(s). With respect to one (1) mortgage loan identified as “Houston Galleria” on Annex A-1 to this free writing prospectus, representing approximately 13.1% 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 related subordinate companion loans, and the related loan-to-value ratio as of the cut-off date and underwritten net cash flow debt service coverage ratio including the related subordinate companion loans are 47.7% and 2.32x, respectively. With respect to one (1) mortgage loan identified as “The Club Row Building” on Annex A-1 to this free writing prospectus, representing approximately 3.9% 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 related 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 related subordinate companion loan are 72.0% and 1.27x, respectively.
 
      
    (6)
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. With respect to six (6) mortgaged properties identified as “Houston Galleria”, “The Shops at Waldorf Center”, “One Campus Martius”, “Pinnacle Office & Shops and Parking”, “The Legacy at Traditions” and “Residence Inn Sugarloaf” on Annex A-1 to this free writing prospectus, securing six (6) mortgage loans, representing approximately 29.5% 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
 
      

 
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Mortgage PoolNet Cash Flow and Certain Underwriting Considerations” and “—Additional Mortgage Loan Information” in this free writing prospectus. See also Annex A-1 and Annex A-3 to this free writing prospectus.
 
      
   (7)See Annex A-1 to this free writing prospectus and the footnotes thereto for a description of the amortization characteristics with respect to the mortgage loan identified as “Walgreens Mt. Greenwood” on Annex A-1 to this free writing prospectus. 
      
   All of the mortgage loans 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
  25  $456,525,499  39.9% 
 Interest Only  5   273,750,000  24.0  
 Balloon  33   267,781,381  23.4  
 ARD-Interest Only  3   139,034,818  12.2  
 
ARD-IO-Balloon(1)
  1   5,700,000  0.5  
 Total:  67  $1,142,791,698  100.0% 
              
       
   (1)See Annex A-1 to this free writing prospectus and the footnotes thereto for a description of the amortization characteristics with respect to the mortgage loan identified as “Walgreens Mt. Greenwood” on Annex A-1 to this free writing prospectus. 
      
   Four (4) mortgage loans identified as “333 North Central Avenue”, “Walgreens Net Lease Portfolio III”, “Walgreens Net Lease Portfolio IV” and “Walgreens Mt. Greenwood”, on Annex A-1 to this free writing prospectus, representing approximately 12.7% 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 Z 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 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 
      

 
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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  54  $805,229,844  70.5% 
 Yield Maintenance  12   313,723,936  27.5  
 None  1   23,837,918  2.1  
 Total:  67  $1,142,791,698  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.
 
      
   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). 
      
   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
 
 3  18  $321,941,926  28.2% 
 4  35   555,775,958  48.6  
 5  5   48,567,983  4.2  
 6  5   26,267,914  2.3  
 9  1   5,899,999  0.5  
 13  1   10,500,000  0.9  
 25  1   150,000,000  13.1  
 36  1   23,837,918  2.1  
 Total:  67  $1,142,791,698  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
 
     
 
 
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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
 
 Retail  67  $494,910,983  43.3% 
 Multifamily  14   190,885,479  16.7  
 Hotel  15   177,531,772  15.5  
 Office  5   173,140,000  15.2  
 Self Storage  13   47,268,854  4.1  
 Mixed Use  3   37,704,286  3.3  
 Industrial  4   18,953,057  1.7  
 Manufactured Housing  1   2,397,266  0.2  
 Total:  122  $1,142,791,698  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 thirty-two (32) 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: 
     
   
Geographic Distribution(1)
 
              
 Geographic Location 
Number of
Mortgaged
Properties
 
Aggregate
Principal Balance
of Mortgaged
Properties
 
Approx.% of
Initial
Pool
Balance
 
 Texas  11  $266,722,787  23.3% 
 California  15   109,883,745  9.6  
 Maryland  1   78,000,000  6.8  
 New York  12   77,899,588  6.8  
 Mississippi  3   74,222,433  6.5  
 Arizona  1   71,500,000  6.3  
 Total:  43  $678,228,553  59.3% 
       
       
   (1)Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts as 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) mortgaged property identified as “8915 Rosedale Highway” on Annex A-1 to this free writing prospectus, securing one (1) mortgage loan 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 loan that was a subject to a modification splitting the original loan into two notes with principal balances of $5,500,000 and $1,700,000, respectively. The $5,500,000 note was paid in full with the proceeds of the mortgage loan and the $1,700,000 note was forgiven by the prior lender. 
     

 
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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.wellsfargo.com/com/comintro”.
 
      
 
 
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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, 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) 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 R and Class Z 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 R and Class Z certificates) and the master servicer consents to the exchange) for the mortgage loans and each REO property remaining in the trust.
 
     
   
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 Starwood Mortgage Capital LLC, or Redwood Trust Inc., as applicable, as guarantor of the repurchase and substitution obligations of Starwood Mortgage Funding II LLC, and Redwood Commercial Mortgage Corporation, respectively) 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 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 loans) 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
 
     

 
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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 Club Row Building mortgage loan, the sale by the special servicer under the JPMBB 2015-C27 pooling and servicing agreement of The Club Row Building pari passu companion loan (and The Club Row Building mortgage loan) that becomes a defaulted mortgage loan may be subject to the rights of the holder of the related 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 each 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(s) and, in the case of the Houston Galleria whole loan only, the related subordinate companion loans, 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 related amounts in the Class EC distribution account) as two separate REMICs – 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 
     

 
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   grantor trust described in clause (i)(a) above and (iii) the Class Z 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 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 
     

 
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   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., Kroll Bond Rating Agency, Inc. and Morningstar Credit Ratings, LLC: 
     
   Class 
Moody’s(1)
 
KBRA(1)
 Morningstar 
   Class A-1 Aaa(sf) AAA(sf) AAA 
   Class A-2 Aaa(sf) AAA(sf) AAA 
   Class A-3 Aaa(sf) AAA(sf) AAA 
   Class A-4 Aaa(sf) AAA(sf) AAA 
   Class A-SB Aaa(sf) AAA(sf) AAA 
   Class X-A Aa1(sf) AAA(sf) AAA 
   Class X-B NR AAA(sf) AAA 
   Class A-S Aa1(sf) AAA(sf) AAA 
   Class B NR AA-(sf) AA- 
   Class C NR A-(sf) A- 
   Class EC NR A-(sf) A- 
          
      
   (1)Moody’s Investors Services, 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 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 
     

 
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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 October 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. 
     
   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 
     

 
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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 Services. Based on preliminary feedback from those nationally recognized statistical rating organizations at that time, the depositor selected Moody’s Investors Service, Inc., Kroll Bond Rating Agency, Inc., and Morningstar Credit Ratings, LLC 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. In addition, had the depositor engaged each of Moody’s Investors Service, Inc., Kroll Bond Rating Agency, Inc. and Morningstar Credit Ratings, LLC to rate all classes of the offered certificates, the ratings of those classes of the offered certificates that were not ultimately rated by one or more of those rating agencies may have been different, and potentially lower, than the ratings ultimately 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. In addition, the decision not to engage one or more of Moody’s Investors Service, Inc., Kroll Bond Rating Agency, Inc. and Morningstar Credit Ratings, LLC, in the rating of certain classes of the offered certificates to be issued in connection with this transaction, may negatively impact the liquidity, market value and regulatory characteristics of those classes of certificates. 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 
     
 
 
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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.
 
     
 
 
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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
 
 
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such commercial real estate. We cannot assure you that the dislocation in the commercial mortgage-backed securities market will not continue to occur or become more severe. Even if the commercial mortgage-backed securities market does recover, the mortgaged properties and therefore, the mortgage loans and the offered certificates, may decline in value. Any further economic downturn may adversely affect the financial resources of the related borrower under the mortgage loans and may result in the inability of the related borrower to make principal and interest payments on, or refinance, the outstanding debt when due or to sell the mortgaged properties for an aggregate amount sufficient to pay off the outstanding debt when due. In the event of default by a borrower under any of the mortgage loans, the trust may suffer a partial or total loss with respect to such mortgage loan and, consequently, the offered certificates. Any delinquency or loss on the mortgage loans may have an adverse effect on the distributions of principal and interest received by holders of the certificates.
 
Even if commercial mortgage-backed securities are performing as anticipated, the value of such commercial mortgage-backed securities in the secondary market may nevertheless decline as a result of a deterioration in general market conditions for other asset backed securities or structured products. Trading activity associated with commercial mortgage-backed securities indices may also drive spreads on those indices wider than spreads on commercial mortgage-backed securities, thereby resulting in a decrease in value of such commercial mortgage-backed securities.
 
Market Considerations and Limited Liquidity
 
The offered certificates will not be listed on any national securities exchange or traded on any automated quotation systems of any registered securities association, and there is currently no secondary market for the offered certificates. While the underwriters currently intend to make a secondary market in the offered certificates, no underwriter is obligated to do so, any market-making may be discontinued at any time, and we cannot assure you that an active secondary market for the offered certificates will develop. Additionally, one or more purchasers may purchase substantial portions of one or more classes of offered certificates. Accordingly, you may not have an active or liquid secondary market for the offered certificates. Lack of liquidity could result in a substantial decrease in the market value and may adversely affect the regulatory characteristics of the offered certificates. The market value of the offered certificates also may be affected by many other factors, including the then-prevailing interest rates and market perceptions of risks associated with commercial mortgage lending. No representation is made by any person or entity as to what the market value of any offered certificate will be at any time. Furthermore, you should be aware that the market for securities of the same type as the offered certificates has in the past been volatile and offered very limited liquidity from time to time. See “Risk Factors—Your Ability to Resell Certificates May Be Limited Because of Their Characteristics” in the prospectus.
 
The market value of the offered certificates can decline even if the offered certificates and the mortgage loans are performing at or above your expectations. The market value of the offered certificates will be sensitive to fluctuations in current interest rates. However, any change in the market value of the offered certificates may be disproportionately impacted by upward or downward movement in current interest rates.
 
In particular, the market value of the offered certificates will also be influenced by the supply of and demand for commercial mortgage-backed securities generally. The supply of commercial mortgage-backed securities will depend on, among other things, the amount of commercial mortgage loans, whether newly originated or held in portfolios, that are available for securitization. In addition, financial reform legislation enacted in the United States could adversely affect the availability of credit for commercial real estate. A number of factors will affect investors’ demand for commercial mortgage-backed securities, including:
 
 ·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 on 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 a subsidiary or other affiliate thereof, should consult its own legal advisors regarding such matters and other effects of the Volcker Rule.
 
 
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 ·The Financial Accounting Standards Board has adopted changes to the accounting standards for structured products. These changes, or any future changes, may affect the accounting for entities such as the trust, could under certain circumstances require an investor or its owner generally to consolidate the assets of the trust in its financial statements and record third parties’ investments in the trust as liabilities of that investor or owner or could otherwise adversely affect the manner in which the investor or its owner must report an investment in commercial mortgage-backed securities for financial reporting purposes.
 
Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities should consult with their own legal, accounting and other advisors in determining whether, and to what extent, the offered certificates will constitute legal investments for them or are subject to investment or other restrictions, unfavorable accounting treatment, capital charges or reserve requirements.
 
The Volatile Economy and Credit Crisis May Increase Loan Defaults and Affect the Value and Liquidity of Your Investment
 
In recent years, the global economy experienced a significant recession, as well as a severe, ongoing disruption in the credit markets, including the general absence of investor demand for and purchases of commercial mortgage-backed securities and other asset-backed securities and structured financial products. While the United States economy may technically be out of the recession, any recovery could be fragile and may not be sustainable for any specific period of time, and the global or United States economy could slip into an even more significant recession. Continued downward price pressures and increasing defaults and foreclosures in residential real estate or other conditions that severely depressed the overall economy and contributed to the credit crisis have also led to increased vacancies, decreased rents or other/declines in income from, or the value of, commercial real estate.
 
Additionally, decreases in the value of commercial properties and the tightening by commercial real estate lenders of underwriting standards have prevented many commercial borrowers from refinancing their mortgages. A substantial amount of U.S. mortgage loans, with balloon payment obligations in excess of their respective current property values, are maturing over the coming three years. These circumstances have increased delinquency and default rates of securitized commercial mortgage loans, and lead to widespread commercial mortgage defaults.
 
In addition, the declines in commercial real estate values have resulted in reduced borrower equity, hindering such borrower’s ability to refinance in an environment of increasingly restrictive lending standards and giving them less incentive to cure delinquencies and avoid foreclosure. Higher loan-to-value ratios are likely to result in lower recoveries on foreclosure, and an increase in loss severities above those that would have been realized had commercial property values remained the same or continued to increase. Defaults, delinquencies and losses have further decreased property values, thereby resulting in additional defaults by commercial mortgage borrowers, further credit constraints, further declines in property values and further adverse effects on the perception of the value of commercial mortgage-backed securities. Even if the real estate market does recover, the mortgaged property underlying the mortgage loans and, therefore, the certificates, may decline in value. Any further economic downturn may adversely affect the financial resources of the related borrowers and may result in the inability of the related borrowers to make interest payments on the related mortgage loans and repayment at maturity. In the event of default by the related borrowers under the related mortgage loans, the certificateholders would likely suffer a loss on their investment.
 
In addition, the global financial markets have experienced increased volatility due to uncertainty surrounding the level and sustainability of the sovereign debt of various countries. Much of this uncertainty has related to certain countries, including Greece, Ireland, Spain, Portugal and Italy, that participate in the European Monetary Union and whose sovereign debt is generally denominated in euros, the common currency shared by members of that union. In addition, some economists, observers and market participants have expressed concerns regarding the sustainability of the monetary union and the common currency in their current form.
 
 
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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;
 
 ·
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;
 
 
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 ·if foreclosure or similar proceedings involve mortgaged properties across multiple states, resolution may take a longer time period and involve greater expenses, resulting in a lower recovery than may have been realized than if foreclosure or similar proceedings were instituted in a single jurisdiction;
 
 ·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 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.
 
 
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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.
 
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.
 
 
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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 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
 
 
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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.
 
Retail Properties Have Special Risks
 
Sixty-seven (67) of the mortgaged properties, partially securing twenty-six (26) mortgage loans, representing approximately 43.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, are retail properties.  Twelve (12) of these mortgaged properties identified as “Houston Galleria”, “The Shops at Waldorf Center”, “Mt. Shasta Mall”, “Sunkist Shopping Center”, “Shops at Chestnut Green”, “Dunbar Village Plaza”, “Champaign Town Center”, “Village at Thrashers”, “Suwanee Depot”, “The Orchard at Stone Creek Shops”, “Shipyard Plaza” and “Hy-Vee Independence” on Annex A-1 to this free writing prospectus, securing twelve (12) mortgage loans, representing approximately 28.0% 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
 
 
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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.
 
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
 
 
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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 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, gas stations, educational facilities, fitness centers 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
 
 
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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.
 
Multifamily Properties Have Special Risks
 
Fourteen (14) of the mortgaged properties, partially securing thirteen (13) mortgage loans, representing approximately 16.7% 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);
 
 ·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;
 
 
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 ·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
 
Fifteen (15) of the mortgaged properties, securing eleven (11) mortgage loans, representing approximately 15.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are hotel properties.  See “Risk Factors—Commercial and Multifamily Mortgage Loans Have Risks That May Affect Payments on Your Certificates” in the prospectus.
 
Because rooms are generally rented for short periods of time, the financial performance of hospitality properties tends to be affected by adverse economic conditions and competition more quickly than other commercial properties. Additionally, as a result of high operating costs, relatively small decreases in revenue can cause significant stress on a property’s cash flow.
 
Moreover, the hospitality and lodging industry is generally seasonal in nature and different seasons affect different hospitality properties differently depending on type and location. This seasonality can be expected to cause periodic fluctuations in a hospitality property’s room and restaurant revenues, occupancy levels, room rates and operating expenses. We cannot assure you that cash flow will be sufficient to offset any shortfalls that occur at the mortgaged property during slower periods or that the related mortgage loans provide for seasonality reserves, or if seasonality reserves are provided for, that such reserves will be funded or will be sufficient or available to fund such shortfalls.
 
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
 
 
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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
 
Twelve (12) mortgaged properties identified as “Marriott – Chattanooga”, “Renaissance New Orleans Portfolio”, “Homewood Suites by Hilton Boston-Billerica”, “Residence Inn Sugarloaf”, “Shaner Hotels Portfolio – Courtyard – Jacksonville”, “Homewood Suites Indianapolis”, “Westmark Baranof”, “Holiday Inn Express & Suites Indianapolis West”, “Shaner Hotels Portfolio - Durham Marriott City Center”, “Shaner Hotels Portfolio – Residence Inn-Edina”, “Fairfield Inn & Suites Sacramento” and “Holiday Inn Express - Kansas City”  on Annex A-1 to this free writing prospectus, partially securing ten (10) mortgage loans representing approximately 12.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, 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
 
 
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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.
 
Office Properties Have Special Risks
 
Five (5) of the mortgaged properties, partially securing five (5) mortgage loans, representing approximately 15.2% 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);
 
 
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 ·the physical attributes of the building with respect to the technological needs of the tenants, including the adaptability of the building to changes in the technological needs of the tenants;
 
 ·the diversity of an office building’s tenants (or reliance on a single or dominant tenant);
 
 ·the desirability of the area as a business location;
 
 ·the strength and nature of the local economy, including labor costs, 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.
 
Self Storage Properties Have Special Risks
 
Thirteen (13) of the mortgaged properties, partially securing six (6) mortgage loans representing approximately 4.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, are self storage properties.
 
The self storage facilities market contains low barriers to entry. In addition, due to the short-term nature of self storage leases, self storage properties also may be subject to more volatility in terms of supply and demand than loans secured by other types of properties.
 
Because of the construction utilized in connection with certain self storage facilities, it might be difficult or costly to convert such a facility to an alternative use. Thus the liquidation value of self storage properties may be substantially less than would be the case if the same were readily adaptable to other uses.
 
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
 
 
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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.
 
Mixed Use Facilities Have Special Risks
 
Three (3) of the mortgaged properties, securing three (3) mortgage loans representing approximately 3.3% 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 industrial, retail and office 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 and “Description of the Mortgage PoolMortgage Pool CharacteristicsProperty Type Concentrations” in this free writing prospectus.
 
Industrial Properties Have Special Risks
 
Four (4) of the mortgaged properties, partially securing four (4) mortgage loans representing approximately 1.7% 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;
 
 ·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
 
 
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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
 
One (1) of the mortgaged properties, securing one (1) mortgage loan representing approximately 0.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is a manufactured housing community property.
 
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:
 
 ·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;
 
 
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 ·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.
 
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
 
 
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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.
 
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 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
 
 
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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 Texas, California, Maryland, New York, Mississippi and Arizona secure approximately 23.3%, 9.6%, 6.8%, 6.8%, 6.5% and 6.3%, 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 59.3% 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-six (26) other states, with no more than 4.6% 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 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
 
 
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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 13.1% 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 26.2% 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 51.5% 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.
 
Each of the other mortgage loans represents no more than approximately 2.8% 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
 
 
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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
Retail
  67   $494,910,983   43.3%
Multifamily
  14   190,885,479   16.7 
Hotel
  15   177,531,772   15.5 
Office
  5   173,140,000   15.2 
Total:  101   $1,036,468,234   90.7%
 

(1)Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts as 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 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
 
 
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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 “Houston Galleria” on Annex A-1 to this free writing prospectus, securing one (1) mortgage loan representing approximately 13.1% 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 an 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 “Houston Galleria” 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 and Annex A-3 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 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
 
 
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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, 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
 
 
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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 properties identified as “Walgreens Net Lease Portfolio III”, “Walgreens Net Lease Portfolio IV” and “ExchangeRight Net Leased Portfolio 8” on Annex A-1 to this free writing prospectus, securing three (3) mortgage loans representing approximately 7.8% 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.
 
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.
 
 
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Two (2) mortgage loans identified as “Houston Galleria” and “The Club Row Building” on Annex A-1 to this free writing prospectus, representing approximately 13.1% and 3.9%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are each part of a senior and subordinate split loan structure that is secured by the same mortgage instruments on the related mortgaged property. With respect to both the Houston Galleria whole loan and The Club Row Building whole loan, the related mortgage loan is included in the trust, but neither the related pari passu companion loan(s) nor the related subordinate companion loan(s) is included in the trust.  In the case of the Houston Galleria whole loan, each related companion loan that is pari passu with a tranche of the Houston Galleria mortgage loan and the related subordinate companion loans are expected to be included in a private CMBS securitization. In the case of The Club Row Building whole loan, the related pari passu companion loan was included in the JPMBB Commercial Mortgage Trust 2015-C27 securitization and the related subordinate companion loan has been sold by JPMorgan Chase Bank, National Association to SM Core Credit Finance, an unaffiliated third party.
 
The holder of the subordinate companion loan related to The Club Row Building whole loan will have the right to cure certain events of default under the related mortgage loan documents and to purchase (without payment of any yield maintenance charge or prepayment premium) The Club Row Building mortgage loan under certain limited circumstances. In addition, prior to the occurrence of a control appraisal period with respect to The Club Row Building subordinate companion loan, the holder of such subordinate companion loan will have the right to approve major decisions with respect to The Club Row Building whole loan under certain circumstances. In exercising the foregoing rights, the holder of The Club Row Building subordinate companion loan has no obligation to consider the interests of, or the impact of such exercise on, the trust fund or the certificates. The Club Row Building pari passu companion loan is pari passu in right of payment with The Club Row Building mortgage loan and will be allocated losses pari passu with The Club Row Building mortgage loan following allocation of losses to the related subordinate companion loan (subject to the terms of the related intercreditor agreement). The Club Row Building subordinate companion loan is generally subordinate in right of payment to the related mortgage loan and pari passu companion loan, subject to the terms of the related intercreditor agreement. See “Description of the Mortgage Pool—Additional Debt” and “—The Whole Loans—The Club Row Building Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan” in this free writing prospectus.
 
The holder of the subordinate companion loans related to the Houston Galleria whole loan does not have any cure or purchase rights under the related intercreditor agreement. In addition, the consent and consultation rights with respect to the Houston Galleria whole loan will be held by the directing certificateholder or controlling class representative for the private CMBS securitization that is expected to govern the servicing and administration of such whole loan. Each Houston Galleria pari passu companion loan is pari passu in right of payment with one tranche of the Houston Galleria mortgage loan and will be allocated losses pari passu with such tranche of the Houston Galleria mortgage loan following allocation of losses to the related subordinate companion loans (subject to the terms of the related intercreditor agreement). The Houston Galleria subordinate companion loans are generally subordinate in right of payment to the Houston Galleria mortgage loan and the Houston Galleria pari passu companion loans, subject to the terms of the related intercreditor agreement. Amounts received in respect of the Houston Galleria Whole Loan, after payment of certain fees and expenses will be allocated first as interest to each of the notes comprising the Houston Galleria Whole Loan, in sequential order (and pro rata among the notes comprising a particular level of seniority), in each case up to the accrued and unpaid interest on each such note, and then as principal to each of the notes comprising the Houston Galleria Whole Loan, in sequential order (and pro rata among the notes comprising a particular level of seniority), in each case up to the outstanding principal balance of the related note.  As such, while the Subordinate Companion Loans are subordinate to the Houston Galleria Mortgage Loan and the Houston Galleria Pari Passu Companion Loans, even in a circumstance where the Houston Galleria Mortgage Loan is in default, certain amounts received in respect of the Houston Galleria Whole Loan will be paid to the Subordinate Companion Loans while amounts are still outstanding on the Houston Galleria Mortgage Loan.  See “Description of the Mortgage Pool—Additional Debt” and “—The Whole Loans—The Houston Galleria
 
 
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Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Houston Galleria Mortgage Loan in this free writing prospectus.
 
Four (4) mortgage loans identified as “One Campus Martius”, “Shaner Hotels Portfolio”, “Horizon Outlet Shoppes Portfolio” and “Renaissance New Orleans Portfolio” on Annex A-1 to this free writing prospectus, representing approximately 4.4%, 3.7%, 2.5% and 2.1%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, 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 One Campus Martius pari passu companion loan and the Shaner Hotels Portfolio pari passu companion loan, the note comprising the related pari passu companion loan is included in the JPMBB Commercial Mortgage Trust 2015-C27 securitization.  In the case of the Horizon Outlet Shoppes Portfolio whole loan and the Renaissance New Orleans Portfolio whole loan, each related pari passu companion loan is 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 LoansThe One Campus Martius Whole Loan”, “—The Shaner Hotels Portfolio Whole Loan”, “—The Horizon Outlet Shoppes Portfolio Whole Loan” and “—The Renaissance New Orleans Portfolio Whole Loan” in this free writing prospectus.
 
Although no pari passu or subordinate 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 or subordinate 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.  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 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, upon the maturity of the related mortgage loan.
 
See “Description of the Mortgage PoolThe Whole Loans—The Houston Galleria”, “—The One Campus Martius Whole Loan”, “—The Club Row Building Whole Loan”, “—The Shaner Hotels Portfolio Whole Loan”, “—The Horizon Outlet Shoppes Portfolio Whole Loan” and “—The Renaissance New Orleans Portfolio Whole Loan” 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.
 
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.
 
 
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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—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 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;
 
 
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 ·prevailing interest rates;
 
 ·the fair market value of the related mortgaged property;
 
 ·the borrower’s equity in the related mortgaged property;
 
 ·the borrower’s financial condition;
 
 ·the operating history and occupancy level of the mortgaged property;
 
 ·tax laws; and
 
 ·prevailing general and regional economic conditions.
 
See “Risk Factors—Borrowers May Be Unable to Make Balloon Payments” in the accompanying prospectus for additional risk factor considerations.
 
Whether or not losses are ultimately sustained, any delay in the collection of a balloon payment or an anticipated repayment date payment that would otherwise be distributable on your certificates, whether such delay is due to a borrower default or to a modification of the related mortgage loan or otherwise, will likely extend the weighted average life of your certificates. Failure to repay a mortgage loan on any applicable anticipated repayment date is not an event of default.
 
Furthermore, the recent credit crisis and economic downturn resulted in tightened lending standards and a substantial reduction in capital available to refinance commercial mortgage loans at maturity. These factors increased the risk that refinancing may not be available for commercial mortgage loans. See “—The Volatile Economy and Credit Crisis May Increase Loan Defaults and Affect the Value and Liquidity of Your Investment” in this free writing prospectus. We cannot assure you that each borrower under a balloon loan will have the ability to repay the principal balance of such mortgage loan on the related maturity date or anticipated repayment date, as applicable. Although there may be financial incentives to do so, failure to pay a mortgage loan with an anticipated repayment date in full on or before that date will not be an event of default.
 
Additionally, none of the mortgage loan sellers, any party to the pooling and servicing agreement or any other person will be under any obligation to refinance any mortgage loan. However, in order to maximize recoveries on defaulted mortgage loans, the pooling and servicing agreement permits the special servicer to extend the maturity of, or otherwise modify mortgage loans (other than the non-serviced mortgage loans, which will each be serviced pursuant to a separate pooling and servicing agreement) in a manner consistent with the servicing standard and subject to Sections 860A through 860G of the Internal Revenue Code of 1986, as amended, any related Treasury regulations, and any related rulings or announcements promulgated by the IRS, subject to the limitations described under “Servicing of the Mortgage Loans—Modifications, Waivers and Amendments” in this free writing prospectus. We cannot assure you, however, that any such extension or modification will increase the present value of recoveries in a given case.
 
We cannot assure you that each borrower will have the ability to repay the remaining principal balances on the applicable maturity date or anticipated repayment date.
 
See “Description of the Mortgage Pool—Mortgage Pool Characteristics—General and —Certain Terms and Conditions of the Mortgage Loans” in this free writing prospectus for information on the terms of the mortgage loans in the trust.
 
Tenant Concentration Entails Risk
 
A deterioration in the financial condition of a tenant can be particularly significant if a mortgaged property is wholly or significantly owner-occupied or leased to a single tenant or if any tenant makes up a significant portion of the rental income. Mortgaged properties that are wholly or significantly owner-
 
 
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occupied or that are leased to a single tenant or whose tenants make up a significant portion of the rental income also are more susceptible to interruptions of cash flow if the owner-occupier’s business operations are negatively impacted or that single tenant or those tenants fail to renew their leases. This is so because the financial effect of the absence of operating income or rental income may be severe; more time may be required to re-lease the space; and substantial capital costs may be incurred to make the space appropriate for replacement tenants.
 
With respect to some of the mortgage loans that are secured by mortgaged properties that are leased to a single tenant or a tenant that makes up a significant portion of the rental income, leases will expire prior to, at or soon after the anticipated repayment dates or maturity dates of the related mortgage loans. In addition, certain of the mortgage loans may have mortgaged properties for which the leases of significant tenants provide the tenant with the ability to assign its lease or sublease its space, in some cases, subject to certain conditions set forth in such lease. In certain circumstances, the tenants and/or lease guarantors may be released from further liability under such leases in connection with such assignments and/or subleases. See “—Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks” below.
 
The underwriting of the single-tenant mortgage loans is based primarily upon the monthly rental payments due from the tenant under the lease of the related mortgaged property. Where the primary lease term expires before the scheduled maturity date or anticipated repayment date, as applicable, of the related mortgage loan, the mortgage loan sellers considered the incentives for the primary tenant to re-lease the premises and the anticipated rental value of the premises at the end of the primary lease term or took additional reserves or required letters of credit in connection with the lease expiration.
 
We cannot assure you that any material or sole tenant will re-lease the premises or that the premises will be relet to another tenant or that the space will be relet at the same rent per square foot during the term of, or at the expiration of, the primary lease term, or that the related mortgaged property will not suffer adverse economic consequences in this regard. Additionally, the underwriting of certain of these mortgage loans with mortgaged properties leased to single tenants or material tenants may have taken into account the creditworthiness of the tenants under the related leases and consequently may have higher loan-to-value ratios and lower debt service coverage ratios than other types of mortgage loans. See “Description of the Mortgage Pool—Mortgaged Property ConsiderationsTenant Issues” in this free writing prospectus for additional information on certain mortgage loans included in the trust and “Risk Factors—Tenant Concentration Entails Risk” in the prospectus.
 
Certain Additional Risks Relating to Tenants
 
Certain of the mortgaged properties may have tenants that sublet a portion or all of their space or may intend to sublet out a portion or all of their space in the future. With respect to certain of these spaces that are sublet, the rents with respect to the related mortgage loan may have been underwritten at the amount of rent paid by the direct tenant even if the rent being paid by the sublessee is lower. See “Risk Factors—Certain Additional Risks Relating to Tenants” in the prospectus.
 
Certain of the mortgaged properties are and/or may be leased in whole or in part by government-sponsored tenants who have the right to rent reductions or to cancel their leases at any time for lack of appropriations or for damage to the leased premises caused by casualty or condemnation. In some of these cases, the government-sponsored tenant may have the right to terminate its lease at any time for any reason. See Annex A-1 to this free writing prospectus for an identification of any government-sponsored tenant that constitutes one of the five largest tenants at any mortgaged property.  In addition, see “Description of the Mortgage Pool—Mortgaged Property ConsiderationsTenant Issues” in this free writing prospectus.
 
In addition, in certain cases a mortgaged property may be leased in whole or substantial part by the related borrower under the mortgage loan to an affiliate of the borrower. In such cases, it may be more likely a landlord will waive lease conditions for an affiliated tenant than it would for an unaffiliated tenant or have other non-standard, more tenant-friendly provisions. We cannot assure you that any conflicts arising where a borrower is affiliated with a tenant at a mortgaged property would not adversely impact
 
 
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the value of the related mortgage loan. In some cases an affiliated lessee may be physically occupying space related to its business; in other cases, an affiliated lessee may be a tenant under a master lease with the related borrower, under which the tenant is obligated to make rent payments but does not occupy any space at the mortgaged property. Master leases in these circumstances may be used to bring occupancy to a “stabilized” level with the intent of finding additional tenants to occupy some of all of the master leased space, but may not provide additional economic support for the mortgage loan. We cannot assure you that any space “leased” by a borrower affiliate will eventually be occupied by third party tenants and consequently, a deterioration in the financial condition of the borrower or its affiliates can be particularly significant to the borrower’s ability to perform under the mortgage loan as it can directly interrupt the cash flow from the mortgaged property if the borrower’s or its affiliate’s financial condition worsens. These risks may be mitigated when mortgaged properties are leased to unrelated third parties. See “—Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks” below and “Description of the Mortgage PoolNet Cash Flow and Certain Underwriting Considerations” and “—Mortgage Pool CharacteristicsProperty Type Concentrations” in this free writing prospectus.
 
In addition, certain of the mortgage loans may have tenants who are leasing their spaces on a month to month basis and have the right to terminate their leases on a monthly basis. Further, certain tenants’ leases may permit affected tenants to terminate their leases or reduce their rent if a tenant at an adjacent or nearby property terminates its lease or goes dark.
 
Tenant Rollover Risks. The mortgaged properties related to certain mortgage loans have one or more properties with leases to single tenants in which the lease expires prior to, at or shortly after the maturity date or anticipated repayment date, as applicable, of the related mortgage loans.  In addition, the mortgaged properties related to many of the mortgage loans will experience substantial (50% or more, and as much as 100%, of gross leasable area) lease rollover prior to the maturity date or anticipated repayment date, as applicable, of the related mortgage loan and in many cases relatively near, or soon after, the maturity dates or anticipated repayment dates, as applicable, of the related mortgage loans. See “Description of the Mortgage Pool—Mortgaged Property Considerations—Tenant Issues—Terminations” and “—Expirations” in this free writing prospectus for additional information relating to lease terminations and expirations with respect to certain mortgage loans in the trust. In addition, for tenant rollover information relating to each of the top ten mortgage loans, see the related summaries attached as Annex A-3 to this free writing prospectus.
 
Certain of the mortgaged properties securing other mortgage loans included in the trust are scheduled to have large lease rollovers prior to or shortly after the related maturity date or anticipated repayment date. Prospective investors are encouraged to review the lease expirations for the top five (5) tenants at each mortgaged property on Annex A-1 to this free writing prospectus where applicable.
 
Co-tenancy. In the event certain key tenants or a certain percent of tenants terminate their respective leases or cease operations or vacate their respective premises at the related mortgaged properties, certain co-tenancy clauses may be triggered with respect to other tenants at the related mortgaged property thereby enhancing the impact of the lease expirations or terminations.
 
Certain examples of co-tenancy provisions and other lease termination rights affecting various mortgaged properties are identified under “Description of the Mortgage Pool—Mortgaged Property Considerations—Tenant Issues—Terminations”, “—Expirations” and “—Additional Considerations” in this free writing prospectus and in Annex A-1, Annex A-3 and in the footnotes to each such Annex.
 
Occupancy and Other Leasing Considerations. With respect to the mortgage loans described above and certain other mortgage loans, some of the related mortgage loan documents require tenant improvement and leasing commission or other reserves (including trapping excess cash flow after notice of lease termination or failure to notify the lender of a lease term extension, or if the tenant vacates its space or files for bankruptcy protection), and in some cases, the leases contain lessee extension options extending the term of such leases for a specified term. However, we cannot assure you that any extension options will be exercised or that the amount of any reserves will be adequate to mitigate the lack of rental income associated with these rollovers. Also, certain of the mortgaged properties may be subject to tenant termination or contraction rights prior to the maturity date or anticipated repayment date,
 
 
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as applicable, of the related mortgage loan. See “Description of the Mortgage Pool—Mortgaged Property Considerations—Tenant Issues—Terminations” and “—Expirations” in this free writing prospectus and in Annex A-1, Annex A-3 and in the footnotes to each such Annex.
 
In addition, certain mortgaged properties may have ongoing negotiations with potential tenants or tenants for which leases (or subleases) are “out for signature” or for which prospective tenants have signed letters of intent related to certain space at the mortgaged property, or that have executed leases, but have not yet commenced paying rent, or are not in occupancy or may have vacant space that is not leased. In addition, in certain cases the related lender has reserved funds for rent abatements and/or tenant build-outs at the related space. Unless otherwise specifically indicated, the occupancy, underwritten net operating income and underwritten net cash flow statistics set forth in this free writing prospectus assume that those tenants are presently occupying the related leased space; however we cannot assure you that those tenants that are not currently in occupancy will ultimately occupy their respective spaces or that those tenants that are not currently paying full rent will pay that rent as required under their respective leases. For more information regarding tenants that have not executed leases or that may have executed leases, but are not yet in occupancy, see Annex A-1 to this free writing prospectus including the footnotes thereto, Annex A-3 to this free writing prospectus and “Description of the Mortgage Pool—Net Cash Flow and Certain Underwriting Considerations” in this free writing prospectus. In addition, investors should note that mortgaged properties with significant vacant space may be more difficult to relet as compared with mortgaged properties that have the benefit of higher occupancy rates.
 
Certain anchor or national tenant leases permit such tenants to cease operations (or go “dark”). Any “dark” space may often be recaptured by the related borrower, as landlord, following a period of vacancy or ceased operations to the extent provided in the respective lease, however recapture is not always an available remedy if not otherwise provided in the related lease and such tenant is not otherwise in default nor may a suitable replacement tenant be willing to relet the “dark” space.
 
The leases with respect to certain of the mortgage loans provide that under certain circumstances the related tenant has the right to cease operating at the related mortgaged property provided that it continues to pay rent subject, in certain circumstances, to certain landlord recapture rights.
 
Certain tenants at the mortgaged properties may presently be dark but are continuing to pay current rent. See “Description of the Mortgage Pool—Mortgaged Property Considerations—Tenant Issues—Occupancy and Tenant Concentrations” in this free writing prospectus.
 
In addition, certain of the tenant leases for the mortgaged properties permit the affected tenants to terminate their leases and/or abate rent if all or a portion of the leased property is affected by a casualty or subject to a condemnation proceeding, which in some cases is a relatively low percentage. See “Risk Factors—Certain Additional Risks Relating to Tenants” in the prospectus.
 
For additional descriptions of lease termination rights, rights to reduce space for certain tenants and occupancy and leasing issues with respect to the applicable mortgage loans, see “—Risks of Lease Early Termination Options” and “—Certain Additional Risks Relating to Tenants”, “Description of the Mortgage Pool—Mortgaged Property Considerations—Tenant Issues—Terminations” and “—Expirations” in this free writing prospectus, and “Description of Top Ten Mortgage Loans and Additional Mortgage Loan Information” in Annex A-3 to this free writing prospectus. See also Annex A-1 to this free writing prospectus and the related footnotes for additional information on certain occupancy and leasing issues applicable to the top five tenants at the mortgaged properties.
 
Options and Other Purchase Rights May Affect Value or Hinder Recovery with Respect to the Mortgaged Properties
 
With respect to certain of the mortgage loans, the related borrower has given to one or more tenants or others an option to purchase, a right of first refusal and/or a right of first offer to purchase all or a portion of the mortgaged property in the event a sale is contemplated, and such right may not be subordinate to the related mortgage. In addition, state statutes may grant a right of first refusal to certain
 
 
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designated parties. This may impede the mortgagee’s ability to sell the related mortgaged property at foreclosure and may affect the value and/or marketability of the related mortgaged property. Additionally, the exercise of such a purchase option may result in the related mortgage loan being prepaid during a period when voluntary prepayments are otherwise prohibited. See “—Risks Relating to Prepayments and Repurchases”, “Description of the Mortgage Pool—Mortgaged Property Considerations—Tenant Issues” in this free writing prospectus and “Description of Top Ten Mortgage Loans and Additional Mortgage Loan Information” in Annex A-3 to this free writing prospectus.
 
Rights of first refusal or rights of first offer may continue to apply after a foreclosure or comparable conversion of the related mortgaged properties, and may have a chilling effect on the special servicer’s ability to liquidate the mortgaged property, and as a result may materially adversely impact any liquidation proceeds available for distribution to certificateholders.  Additionally, the exercise of a purchase option may result in the related mortgage loan being prepaid during a period when voluntary prepayments are otherwise prohibited.
 
See “Description of the Mortgage Pool—Mortgaged Property Considerations—Tenant Issues” in this free writing prospectus for additional information on certain mortgage loans in the trust relating to purchase options, rights of first offer and rights of first refusal affecting the related mortgaged properties.
 
Risks Related to Redevelopment and Renovation at the Mortgaged Properties
 
Certain of the mortgaged properties are properties that are currently undergoing or are expected to undergo in the future redevelopment, property improvement plans, renovations or expansions. As described in “Description of the Mortgage Pool—Assessments of Property Value and Condition—Appraisals” in this free writing prospectus, the underwriting of certain of the mortgage loans relied upon certain hypothetical values in the related appraisals related to such redevelopment, property improvements, renovation or expansion. We cannot assure you that any current or planned redevelopment, property improvements, renovation or expansion will be completed, that such redevelopment, property improvements, renovation or expansion will be completed in the time frame contemplated, or that, when and if redevelopment, renovation or expansion is completed, such redevelopment, property improvements, renovation or expansion will improve the operations at, or increase the value of, the subject property. Failure of any of the foregoing to occur could have a material negative impact on the related mortgaged property, which could affect the ability of the related borrower to repay the related mortgage loan.
 
In the event the related borrower (or a tenant, if applicable) fails to pay the costs of work completed or material delivered in connection with such ongoing redevelopment, renovation or expansion, the portion of the mortgaged property on which there is ongoing construction or renovation may be subject to mechanic’s or materialmen’s liens that may be senior to the lien securing the related mortgage loan.
 
The existence of construction at a mortgaged property may take rental units or rooms or leasable space “off-line” or otherwise make space unavailable for rental, impair access or traffic at or near the mortgaged property or, in general, make that mortgaged property less attractive to tenants or their customers, and accordingly, in each case, could have a negative effect on net operating income.
 
If the special servicer forecloses on behalf of the trust on a mortgaged property that is being redeveloped, renovated or expanded, pursuant to the REMIC provisions of the Internal Revenue Code of 1986, as amended, the special servicer will only be permitted to arrange for completion of the redevelopment, renovation or expansion if more than 10% of the costs of construction were incurred at the time the default on the related mortgage loan became imminent. As a result, the trust fund may not realize as much proceeds upon disposition of a foreclosure property as it would if it were permitted to complete construction.
 
In addition, we cannot assure you that any disruption caused by renovations at the mortgaged properties will not have an adverse impact on the revenue from the related mortgaged properties, and therefore on the borrower’s ability to repay the related mortgage loan with income from the related mortgaged property. See “Description of the Mortgage Pool—Mortgaged Property Considerations—
 
 
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Property Redevelopment and Renovation Issues” in this free writing prospectus for additional related information on certain mortgage loans in the trust.
 
Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks
 
If a mortgaged property is leased in whole or substantial part to the borrower under the related mortgage loan or to an affiliate of the borrower, there may be conflicts of interest.
 
In such cases, it may be more likely a landlord will waive lease conditions for an affiliated tenant than it would for an unaffiliated tenant or have other non-standard, more tenant-friendly provisions. We cannot assure you that any conflicts arising where a borrower is affiliated with a tenant at a mortgaged property would not adversely impact the value of the related mortgage loan. See “—Certain Additional Risks Relating to Tenants” above and “Description of the Mortgage Pool—Net Cash Flow and Certain Underwriting Considerations” and “—Mortgaged Property Considerations—Tenant Issues” in this free writing prospectus.
 
See “Risk Factors—Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks” in the prospectus.
 
Tenant Bankruptcy Entails Risks
 
Any tenant may, from time to time, experience a downturn in its business, which may weaken its financial condition and result in a reduction or failure to make rental payments when due. If tenants’ sales were to decline, percentage rents may decline and, further, tenants may be unable to pay their base rent or other occupancy costs. If a tenant defaults in its obligations to a property owner, that property owner may experience delays in enforcing its rights as lessor and may incur substantial costs and experience significant delays associated with protecting its investment, including costs incurred in renovating and reletting the property.
 
Section 365(e) of the bankruptcy code generally invalidates clauses that terminate contracts automatically upon the filing by one of the parties of a bankruptcy petition or that are conditioned on a party’s solvency, but the bankruptcy code allows the debtor to assume or reject or, subject to certain conditions, assume and assign to a third party, any unexpired lease in full (which, as a practical matter, may give the debtor leverage to seek amendments to the lease in order to avoid a rejection). If the tenant rejects the lease, the landlord’s claim for breach of the lease would (absent collateral securing the claim) be treated as a general unsecured claim against the tenant. The amount of the claim would be limited to the amount owed for unpaid rent under the lease for the periods prior to the bankruptcy petition, or earlier repossession or surrender of the lease premises, plus the rent under the lease for the greater of one year, or 15%, not to exceed three years, of the remaining term of such lease, and the actual amount of the recovery could be less than the amount of the claim. If a tenant assigns or assumes and assigns its lease, the tenant must cure all defaults under the lease and provide the landlord with adequate assurance of its future performance under the lease. We cannot assure you that tenants of the mortgaged properties will continue making payments under their leases or that tenants will not file for bankruptcy protection in the future or, if any tenants so file, that they will continue to make rental payments in the future or, if any tenants so file, that they will continue to make rental payments in a timely manner. See “Risk Factors—Tenant Bankruptcy Entails Risks” in the prospectus.
 
Under the Federal Deposit Insurance Act, upon the insolvency of certain banking institutions, the Federal Deposit Insurance Corporation would be appointed as receiver for such tenant and has the option to disaffirm any lease it determines to be burdensome if disaffirmance will permit the orderly administration of the failed bank. In such event, where a bank was the lessee, damages would be limited to contractual rent accruing before the later of the date (i) the notice of disaffirmance was mailed by the Federal Deposit Insurance Corporation or (ii) the disaffirmance becomes effective, unless the lessor is in breach of the lease. Upon such a disaffirmance, the landlord will also generally have a claim for unpaid rent due as the date of appointment of the receiver, subject to all defenses, and to the limitation on claims of the failed tenant’s creditors generally. To the extent the landlord’s claim for past rent is unsecured, such claim may be further limited by the depositor preference provisions of the Federal Deposit Insurance
 
 
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Act that could cause the bulk of the failed tenant’s assets to be paid to depositors and the Federal Deposit Insurance Corporation as the subrogee of any depositors paid by the Federal Deposit Insurance Corporation in its capacity as insurer.
 
Mortgage Loans Are Nonrecourse and Are Not Insured or Guaranteed
 
In general, the mortgage loans are not insured or guaranteed by any person or entity, governmental or otherwise.
 
Investors should treat each mortgage loan as a nonrecourse loan. If a default occurs, recourse generally may be had only against the specific properties and other assets that have been pledged to secure the mortgage loan, subject to, in some cases, certain customary non-recourse carveouts to the borrower and/or one or more principals or affiliates of the borrower. Even if a mortgage loan is recourse to the borrower (or if a non-recourse carveout to the borrower applies), in most cases, the borrower’s assets are limited primarily to its interest in the related mortgaged property. Consequently, payment prior to maturity or the anticipated repayment date is dependent primarily on the sufficiency of the net operating income of the mortgaged property. Even if the mortgage loan provides limited or full recourse to a principal or affiliate of the related borrower, we cannot assure you that any recovery from such principal or affiliate will be made or that such principal’s or affiliate’s assets would be sufficient to pay any otherwise recoverable claim. In certain cases, there may be limits or caps on the borrower’s or guarantor’s liability for the non-recourse carveouts, and in other cases the borrower may be the only obligor responsible for breaches or violations of some or all of the non-recourse carveout provisions. See “Description of the Mortgage Pool—Mortgaged Property Considerations—Additional Considerations” in this free writing prospectus, as well as representation number 28 in Annex D-1 and the identified exceptions to that representation in Annex D-2 in this free writing prospectus.
 
Payment at maturity or the anticipated repayment date is primarily dependent upon the market value of the mortgaged property in relation to the unpaid balance of the related mortgage loan or the borrower’s ability to sell or refinance the mortgaged property for an amount sufficient to repay the mortgage loan.
 
Lack of Skillful Property Management Entails Risks
 
The successful operation of a real estate project depends upon the property manager’s performance and viability. Certain individuals involved in the management or general business development at certain mortgaged properties may engage in unlawful activities or otherwise exhibit poor business judgment that adversely affect operations and ultimately cash flow at such properties. We make no representation or warranty as to the skills of any present or future managers. See “Risk Factors—Poor Property Management May Adversely Affect the Performance of the Related Mortgaged Property” in the prospectus.
 
The Performance of a Mortgage Loan and the Related Mortgaged Property Depends in Part on Who Controls the Borrower and the Related Mortgaged Property
 
The operation and performance of a mortgage loan will depend in part on the identity of the persons or entities who control the related borrower and the related mortgaged property. The performance of such mortgage loan may be adversely affected if control of the related borrower changes, which may occur, for example, by means of transfers of direct or indirect ownership interests in such borrower. Generally, the mortgag