Mail Stop 3561
August 31, 2005
Via U.S. Mail
Bianca A. Russo, Esq.
Secretary
J.P. Morgan Chase Commercial Mortgage Securities Corp.
270 Park Avenue
New York, NY 10017
Re: J.P. Morgan Chase Commercial Mortgage Securities Corp.
Post-Effective Amendment 1 to Registration Statement on Form
S-3
Filed August 22, 2005
File no. 333-126661
Dear Ms. Russo,
We are monitoring your filing for disclosure related to
reset
rate securities. We have reviewed your filing and have the
following
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free to
call us at the telephone numbers listed at the end of this letter.
General
1. Please note that our comments to either the supplement and/or
base
prospectus should be applied universally, if applicable.
Accordingly,
if comments issued for one apply to another, make conforming
revisions
as appropriate. Also reflect these comments in any other
prospectus
supplement connected with this registration statement. Please
confirm
to us in your response that you will comply with this instruction.
2. In an appropriate place in the prospectus supplement or base
prospectus, please provide a flow chart or diagram that depicts
the
flow of funds for the transaction, including the payment
allocations,
rights and distribution priorities among all classes of the
issuing
entity`s securities, and within each class, with respect to cash
flows, credit enhancement or other support and any other
structural
features designed to enhance credit, facilitate the timely payment
of
monies due on the pool assets, adjust the rate of return on the
securities, or preserve monies that will or might be distributed
to
security holders.
Prospectus Supplement
Reset Rate Certificates, page S-4
C. Remarketing Procedures, page S-4
3. Please refer to the last paragraph. We note that tender is not
mandatory for the Class A-3R Certificates. We also note that on
pages
19 and 45 of the base prospectus, you disclose that the reset
securities are subject to automatic tender. Please disclose that
here
and briefly explain automatic tender.
Interest Distribution Amount, page S-83
4. Please refer to the last paragraph of this section on page S-
84.
We note that the Depositor may be able to determine LIBOR. On
page S-
94, we note that the Depositor may also change the remarketing
agents
for any reset period at any time on or before the related
Remarketing
Terms Determination Date. Please tell us what other roles the
Depositor will have in the remarketing. What document will
specify
the duties of the Depositor in future remarketings? Please revise
here and elsewhere throughout the prospectus as appropriate.
Base Prospectus
Other Accounts, page 25
5. Please expand your disclosure to specify what you mean by
"other
accounts."
LIBOR, page 35
6. We note that you have defined LIBOR in the base prospectus.
Please
explain what other definition of LIBOR could be set forth in the
prospectus supplement.
7. We note that you refer to "a person specified in the related
prospectus supplement" to perform certain tasks described on pages
35
through 42 and elsewhere in the prospectus. Please disclose the
identity of the persons to which you refer. Please also disclose
whether these individuals or entities are affiliated with any of
the
transaction parties.
Remarketing Terms Determination Date, page 41
8. Please disclose the minimum number of days that the remarketing
terms determination date must precede the reset date.
Accordingly,
please disclose the same for the spread determination date on page
42.
Tender of Reset Rate Notes; Remarketing Procedures, page 45
9. Please create a risk factor to discuss the risks, if material,
associated with remarketing agent default.
* * * * *
As appropriate, please amend the registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* The company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement. We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Rolaine Bancroft at (202) 551-3313 or me at
(202) 551-3348 with any other questions.
Regards,
Jennifer G. Williams
Special Counsel
cc: Michael Gambro, Esq.
Cadwalader, Wickersham & Taft LLP
Fax: (212) 504-6888
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Bianca A. Russo, Esq.
J.P. Morgan Chase Commercial Mortgage Securities Corp.
August 31, 2005
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