Fitch Rates J.P. Morgan Tax-Exempt Pass-Through Trust, Series 2012-5

CHICAGO--()--Link to Fitch Ratings' Report: J.P. Morgan Tax-Exempt Pass-Through Trust, Series 2012-5 -- Appendix
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=697747

Fitch Ratings has assigned the following ratings to one class of certificates issued by J.P. Morgan Tax-Exempt Pass-Through Trust, Series 2012-5 (the issuer):

--$54,555,871 class A certificates 'AAAsf'; Outlook Negative.

The transaction represents a pass-through of all proceeds received in respect of one underlying mortgage revenue bond (MRB) owned by the trust. The rating is based on the credit quality of the MRB.

Proceeds from the certificate issuance were used to purchase one MRB issued by the Massachusetts Housing Finance Agency (MHFA). The MRB is collateralized by participation interests in four underlying securities issued by Fannie Mae (FNMA; rated 'AAA/F1+' with a Negative Outlook by Fitch). The MRB is rated 'AAA' with a Negative Outlook based on the FNMA guarantee of full and timely payment of principal and interest on its securities. Although the FNMA guarantee is not explicitly backed by the full faith and credit of the United States of America, FNMA continues to benefit from financial support by the U.S. treasury.

Payments on the certificates will be made monthly and will consist of all interest and principal payments received from the underlying MRB. The certificates will receive interest equal to 2.5% per annum less extraordinary expenses. The underlying MRB pays a coupon of 2.527% and the transaction is structured to pass-through all interest and principal proceeds after paying a 0.027% (p.a.) trustee fee and any extraordinary expenses that are incurred. Extraordinary expenses incurred by the trustee are capped at $150,000 per year, and any excess extraordinary expense amount incurred by the trustee is to be paid the following year.

The transaction relies, to a lesser extent, on a series of counterparties to perform particular roles, including the trustee (Wells Fargo Bank, N.A.; rated 'AA-/F1+', Outlook Stable) and the bank at which the certificate account is established (also Wells Fargo Bank). All distributions from the underlying MRB are deposited into the certificate account where they are held uninvested, and are subsequently withdrawn by the trustee prior to each payment date. The certificate account is a segregated trust account, separated from the assets of the bank in the event of its insolvency. In its role as both issuer account bank and trustee, Wells Fargo Bank satisfies the eligibility criteria described in Fitch's 'Counterparty Criteria for Structured Finance Transactions'.

The transaction is established as a grantor trust for federal income tax purposes. Each beneficial owner of the certificates will be treated for federal income tax purposes as owning an undivided interest in each asset held in the trust. To the extent interest on the underlying MRBs is exempt from federal income taxation, the portion thereof received by each beneficial owner of a certificate will also be exempt from federal income taxation. Fitch has received and reviewed legal opinions addressing the true sale of the underlying MRBs to the trust, the classification of the trust as a grantor trust for federal income tax purposes, and the enforceability of the transaction documents.

The CUSIP for the underlying MHFA MRB is 57586NQQ7. Fitch's rating commentary for the MHFA MRB on Dec. 13, 2012 titled 'Fitch Rates Mass Housing Agency's $54.6MM 2012 Ser B RMRBs 'AAA'; Outlook Negative' is available at 'www.fitchratings.com'.

Additional information is available at 'www.fitchratings.com'. The ratings above were solicited by, or on behalf of, the issuer, and therefore, Fitch has been compensated for the provision of the ratings.

The sources of information used to assess this rating were the transaction documents provided by the arranger, J.P. Morgan Securities LLC, and the public domain.

Applicable Criteria & Related Research:

--'Global Structured Finance Rating Criteria' (June 6, 2012);

--'Counterparty Criteria for Structured Finance Transactions' (May 30, 2012).

Applicable Criteria and Related Research:

Global Structured Finance Rating Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=679923

Counterparty Criteria for Structured Finance Transactions

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=678938

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Contacts

Fitch Ratings
Primary Analyst
Aaron Hughes, +1-312-368-2074
Director
Fitch, Inc.
70 West Madison Street
Chicago, IL 60602
or
Committee Chairperson
Derek Miller, +1-312-368-2076
Senior Director
or
Media Relations
Sandro Scenga, +1-212-908-0278
sandro.scenga@fitchratings.com

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Contacts

Fitch Ratings
Primary Analyst
Aaron Hughes, +1-312-368-2074
Director
Fitch, Inc.
70 West Madison Street
Chicago, IL 60602
or
Committee Chairperson
Derek Miller, +1-312-368-2076
Senior Director
or
Media Relations
Sandro Scenga, +1-212-908-0278
sandro.scenga@fitchratings.com