Initial Class
Certificate
Balance or
Notional Amount(1)
|
Initial
Approx.
Pass-Through
Rate
|
Pass-Through
Rate
Description
|
Assumed
Final
Distribution
Date(3)
|
Expected Ratings
(Moody’s/Fitch)(5) |
Rated Final
Distribution
Date(3)
|
||||||||
Class A-1
|
$ |
80,032,000
|
%
|
(6)
|
July 2018
|
Aaa(sf)/AAA(sf)
|
August 2046
|
||||||
Class A-2
|
$ |
278,327,000
|
%
|
(6)
|
June 2019
|
Aaa(sf)/AAA(sf)
|
August 2046
|
||||||
Class A-3
|
$ |
75,000,000
|
%
|
(6)
|
June 2023
|
Aaa(sf)/AAA(sf)
|
August 2046
|
||||||
Class A-4
|
$ |
288,526,000
|
%
|
(6)
|
July 2023
|
Aaa(sf)/AAA(sf)
|
August 2046
|
||||||
Class A-SB
|
$ |
81,821,000
|
%
|
(6)
|
June 2023
|
Aaa(sf)/AAA(sf)
|
August 2046
|
||||||
Class X-A
|
$ |
884,077,000
|
(7) |
%
|
Variable(8)
|
July 2023
|
Aaa(sf)/AAA(sf)
|
August 2046
|
|||||
Class X-B
|
$ |
121,991,000
|
(7) |
%
|
Variable(8)
|
August 2023
|
A2(sf)/A-(sf)
|
August 2046
|
|||||
Class A-S
|
$ |
80,371,000
|
%
|
(6)
|
July 2023
|
Aaa(sf)/AAA(sf)
|
August 2046
|
||||||
Class B
|
$ |
76,065,000
|
%
|
(6)
|
August 2023
|
Aa3(sf)/AA-(sf)
|
August 2046
|
||||||
Class C
|
$ |
45,926,000
|
%
|
(6)
|
August 2023
|
A3(sf)/A-(sf)
|
August 2046
|
You should carefully consider the risk factors beginning on
page S-42 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 its 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 underwriters, J.P. Morgan Securities LLC and Barclays
Capital Inc. 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 for this offering.
The underwriters expect to deliver the offered certificates to
purchasers in book-entry form only through the facilities of The
Depository Trust Company in the United States and Clearstream
Banking, société anonyme and Euroclear Bank, as operator of the
Euroclear System, in Europe, against payment in New York, New
York on or about August 19, 2013.
|
J.P. Morgan | Barclays |
Co-Lead Manager and Joint Bookrunner | Co-Lead Manager and Joint Bookrunner |
August [__], 2013 |
JPMBB Commercial Mortgage Securities Trust 2013-C14
|
Commercial Mortgage Pass-Through Certificates, Series 2013–C14
|
Class
|
Initial Class Certificate Balance or Notional Amount(1) |
Approx.
Initial Credit Support(2) |
Pass-Through Rate
Description |
Assumed
Final
Distribution
Date(3)
|
Initial Approx.
Pass-Through Rate |
Weighted Average
Life (Yrs.)(4)
|
Expected Ratings (Moody’s/Fitch)(5)
|
Principal Window(4)
|
|||
Offered Certificates
|
|||||||||||
A-1
|
$ |
80,032,000
|
30.000%
|
(6)
|
July 2018
|
%
|
2.69
|
Aaa(sf)/AAA(sf)
|
09/13-07/18
|
||
A-2
|
$ |
278,327,000
|
30.000%
|
(6)
|
June 2019
|
%
|
5.18
|
Aaa(sf)/AAA(sf)
|
07/18-06/19
|
||
A-3
|
$ |
75,000,000
|
30.000%
|
(6)
|
June 2023
|
%
|
9.82
|
Aaa(sf)/AAA(sf)
|
06/23-06/23
|
||
A-4
|
$ |
288,526,000
|
30.000%
|
(6)
|
July 2023
|
%
|
9.87
|
Aaa(sf)/AAA(sf)
|
06/23-07/23
|
||
A-SB
|
$ |
81,821,000
|
30.000%
|
(6)
|
June 2023
|
%
|
7.46
|
Aaa(sf)/AAA(sf)
|
07/18-06/23
|
||
X-A
|
$ |
884,077,000
|
(7) |
N/A
|
Variable(8)
|
July 2023
|
%
|
N/A
|
Aaa(sf)/AAA(sf)
|
N/A
|
|
X-B
|
$ |
121,991,000
|
(7) |
N/A
|
Variable(8)
|
August 2023
|
%
|
N/A
|
A2(sf)/A-(sf)
|
N/A
|
|
A-S
|
$ |
80,371,000
|
23.000%
|
(6)
|
July 2023
|
%
|
9.91
|
Aaa(sf)/AAA(sf)
|
07/23-07/23
|
||
B
|
$ |
76,065,000
|
16.375%
|
(6)
|
August 2023
|
%
|
9.99
|
Aa3(sf)/AA-(sf)
|
07/23-08/23
|
||
C
|
$ |
45,926,000
|
12.375%
|
(6)
|
August 2023
|
%
|
9.99
|
A3(sf)/A-(sf)
|
08/23-08/23
|
||
Non-Offered
Certificates(11)
|
|||||||||||
X-C
|
$ |
77,499,829
|
(9) |
N/A
|
Variable(10)
|
August 2023
|
%
|
N/A
|
NR/NR
|
N/A
|
|
D
|
$ |
53,102,000
|
7.750%
|
(6)
|
August 2023
|
%
|
9.99
|
Baa3(sf)/BBB-(sf)
|
08/23-08/23
|
||
E
|
$ |
11,482,000
|
6.750%
|
(6)
|
August 2023
|
%
|
9.99
|
Ba2(sf)/BBB-(sf)
|
08/23-08/23
|
||
F
|
$ |
12,916,000
|
5.625%
|
(6)
|
August 2023
|
%
|
9.99
|
Ba3(sf)/BB+(sf)
|
08/23-08/23
|
||
G
|
$ |
22,963,000
|
3.625%
|
(6)
|
August 2023
|
%
|
9.99
|
B2(sf)/B(sf)
|
08/23-08/23
|
||
NR
|
$ |
41,620,829
|
0.000%
|
(6)
|
August 2023
|
%
|
9.99
|
NR/NR
|
08/23-08/23
|
(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
August 2046. 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 and Class
X-C 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 of the mortgage loans.
|
|
(5)
|
Ratings shown are those of Moody’s Investors Service, Inc.
and Fitch Ratings, Inc. 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. There can be
no assurance 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 Investors Service,
Inc. and Fitch Ratings, 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 www.moodys.com and/or www.fitchratings.com. 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, Class G 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. The notional amount of the Class X-B
certificates will be equal to the aggregate of the
certificate balances of the Class B and Class C
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. 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 weighted
average of the pass-through rates on the Class B and Class C
certificates, weighted on the basis of their respective
certificate balances immediately prior to that distribution
date. See “Description
of the Certificates—Distributions” in this free
writing prospectus.
|
(9)
|
The notional amount of the Class X-C certificates will be
equal to the aggregate of the certificate balances of the
Class F, Class G and Class NR certificates. The Class X-C
certificates will not be entitled to distributions of
principal.
|
|
(10)
|
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 weighted average of the pass-through rates of
the Class F, Class G and Class NR certificates, weighted on
the basis of their respective certificate balances
immediately prior to that distribution date. See “Description
of the Certificates—Distributions” in this free
writing prospectus.
|
|
(11)
|
The Class R certificates are not represented in the above
table.
|
TABLE OF CONTENTS
|
|||||
SUMMARY OF CERTIFICATES
|
S-2
|
Office Properties Have Special
|
|||
IMPORTANT NOTICE REGARDING
|
Risks
|
S-54
|
|||
THE OFFERED CERTIFICATES
|
S-8
|
Industrial Properties Have Special
|
|||
IMPORTANT NOTICE ABOUT
|
Risks
|
S-55
|
|||
INFORMATION PRESENTED IN
|
Manufactured Housing Community
|
||||
THIS FREE WRITING
|
Properties Have Special Risks
|
S-56
|
|||
PROSPECTUS AND THE
|
Multifamily Properties Have Special
|
||||
ACCOMPANYING PROSPECTUS
|
S-9
|
Risks
|
S-58
|
||
SUMMARY OF TERMS
|
S-12
|
Risks Relating to Affiliation with a
|
|||
RISK FACTORS
|
S-42
|
Franchise or Hotel Management
|
|||
Combination or “Layering” of
|
Company
|
S-59
|
|||
Multiple Risks May Significantly
|
Risks of Lease Early Termination
|
||||
Increase Risk of Loss
|
S-42
|
Options
|
S-60
|
||
The Offered Certificates May Not Be
|
Geographic Concentration Entails
|
||||
a Suitable Investment for You
|
S-42
|
Risks
|
S-61
|
||
The Credit Crisis and Downturn in
|
Risks Relating to Mortgage Loan
|
||||
the Real Estate Market Have
|
Concentrations and Borrower-
|
||||
Adversely Affected and May
|
Sponsor Concentrations
|
S-62
|
|||
Continue To Adversely Affect
|
The Borrower’s Form of Entity May
|
||||
the Value of Commercial
|
Cause Special Risks
|
S-64
|
|||
Mortgage-Backed Securities
|
S-42
|
Tenancies-in-Common May Hinder
|
|||
Market Considerations and Limited
|
Recovery
|
S-67
|
|||
Liquidity
|
S-43
|
Additional Debt or the Ability To
|
|||
Legal and Regulatory Provisions
|
Incur Other Borrowings Entails
|
||||
Affecting Investors Could
|
Risk
|
S-67
|
|||
Adversely Affect the Liquidity of
|
Borrower May Be Unable To Repay
|
||||
the Certificates
|
S-44
|
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-45
|
Interest-Only Provisions Create
|
|||
The Prospective Performance of the
|
Risks
|
S-69
|
|||
Mortgage Loans Included in the
|
Tenant Concentration Entails Risk
|
S-70
|
|||
Trust Fund Should Be
|
Certain Additional Risks Relating to
|
||||
Evaluated Separately from the
|
Tenants
|
S-71
|
|||
Performance of the Mortgage
|
Options and Other Purchase Rights
|
||||
Loans in Any of Our Other
|
May Affect Value or Hinder
|
||||
Trusts
|
S-48
|
Recovery with Respect to the
|
|||
Commercial Lending Is Dependent
|
Mortgaged Properties
|
S-73
|
|||
Upon Net Operating Income
|
S-48
|
Risks Related to Redevelopment
|
|||
Risks Relating to Underwritten Net
|
and Renovation at the
|
||||
Cash Flow
|
S-49
|
Mortgaged Properties
|
S-73
|
||
Limited Information Causes
|
Mortgaged Properties Leased to
|
||||
Uncertainty
|
S-50
|
Borrowers or Borrower Affiliated
|
|||
No Reunderwriting of the Mortgage
|
Entities Also Have Risks
|
S-74
|
|||
Loans
|
S-50
|
Tenant Bankruptcy Entails Risks
|
S-74
|
||
Risks Associated with Commercial
|
Mortgage Loans Are Nonrecourse
|
||||
Real Estate Lending
|
S-50
|
and Are Not Insured or
|
|||
Risks Associated with Retail
|
Guaranteed
|
S-75
|
|||
Properties
|
S-50
|
Lack of Skillful Property
|
|||
Hotel Properties Have Special Risks
|
S-53
|
Management Entails Risks
|
S-75
|
||
Mixed Use Facilities Have Special
|
The Performance of a Mortgage
|
||||
Risks
|
S-54
|
Loan and the Related
|
Mortgaged Property Depends in
|
Holder of a Companion
|
||||
Part on Who Controls the
|
Loan
|
S-89
|
|||
Borrower and the Related
|
Potential Conflicts of Interest of
|
||||
Mortgaged Property
|
S-76
|
the Underwriters and Their
|
|||
Some Mortgaged Properties May
|
Affiliates
|
S-90
|
|||
Not Be Readily Convertible to
|
Other Possible Conflicts of
|
||||
Alternative Uses
|
S-76
|
Interest
|
S-91
|
||
Cooperatively-Owned Manufactured
|
Potential Conflicts of Interest in
|
||||
Housing Communities May
|
the Selection of the
|
||||
Subject Your Investment to
|
Mortgage Loans
|
S-92
|
|||
Special Risks
|
S-76
|
Your Lack of Control Over the Trust
|
|||
Condominiums and Master
|
Can Adversely Impact Your
|
||||
Developments May Limit Use
|
Investment
|
S-93
|
|||
and Improvements
|
S-77
|
Special Servicer May Be Directed
|
|||
Mortgage Loans Secured by
|
To Take Actions
|
S-94
|
|||
Leasehold Interests May
|
The Sponsors, the Depositor and
|
||||
Expose Investors to Greater
|
the Trust Are Subject to
|
||||
Risks of Default and Loss
|
S-78
|
Bankruptcy or Insolvency Laws
|
|||
Limitations of Appraisals
|
S-78
|
That May Affect the Trust
|
|||
Different Timing of Mortgage Loan
|
Fund’s Ownership of the
|
||||
Amortization Poses Certain
|
Mortgage Loans
|
S-95
|
|||
Risks
|
S-78
|
Risks Relating to Prepayments and
|
|||
Environmental Risks Relating to the
|
Repurchases
|
S-96
|
|||
Mortgaged Properties
|
S-79
|
Risks Relating to Substitutions of
|
|||
Availability of Earthquake, Flood
|
Mortgaged Properties by the
|
||||
and Other Insurance
|
S-82
|
Related Borrower
|
S-99
|
||
Risks Associated with Blanket
|
Optional Early Termination of the
|
||||
Insurance Policies or Self-
|
Trust Fund May Result in an
|
||||
Insurance
|
S-82
|
Adverse Impact on Your Yield or
|
|||
Availability of Terrorism Insurance
|
S-82
|
May Result in a Loss
|
S-99
|
||
Zoning Compliance, Use
|
The Mortgage Loan Sellers May Not
|
||||
Restrictions and Condemnation
|
Be Able To Make a Required
|
||||
May Adversely Affect Property
|
Repurchase or Substitution of a
|
||||
Value
|
S-84
|
Defective Mortgage Loan
|
S-99
|
||
Prior Mortgages Securing Tax
|
Realization on Certain Mortgage
|
||||
Abatement Arrangements May
|
Loans May Be Adversely
|
||||
Result in Loss of Security
|
Affected by the Rights of the
|
||||
Interest in Mortgaged Property
|
S-84
|
Mezzanine Lender
|
S-100
|
||
Litigation or Other Legal
|
Limited Obligations
|
S-100
|
|||
Proceedings Could Adversely
|
Changes to Accounting Standards
|
||||
Affect the Mortgage Loans
|
S-85
|
and Regulatory Restrictions
|
|||
Certain of the Mortgage Loans Lack
|
Could Have an Adverse Impact
|
||||
Customary Provisions
|
S-86
|
on the Certificates
|
S-100
|
||
Potential Conflicts of Interest
|
S-86
|
Tax Consequences Related to
|
|||
Potential Conflicts of Interest of
|
Foreclosure
|
S-100
|
|||
the Sponsors and Mortgage
|
State and Local Tax Considerations
|
S-101 | |||
Loan Sellers
|
S-86
|
Ratings of the Certificates
|
S-101
|
||
Potential Conflicts of Interest of
|
DESCRIPTION OF THE MORTGAGE
|
||||
the Master Servicer and the
|
POOL
|
S-104
|
|||
Special Servicer
|
S-88
|
General
|
S-104
|
||
Potential Conflicts of Interest of
|
Mortgage Pool Characteristics
|
S-105
|
|||
the Directing
|
General
|
S-105
|
|||
Certificateholder
|
S-89
|
Fee & Leasehold Estates;
|
|||
Conflicts Between
|
Ground Leases
|
S-107
|
|||
Certificateholders and the
|
Mortgage Loan Concentrations
|
S-108
|
Cross-Collateralized Mortgage
|
Barclays Bank PLC
|
S-168
|
|||
Loans; Multi-Property
|
The Depositor
|
S-175
|
|||
Mortgage Loans and
|
The Trust
|
S-175
|
|||
Related Borrower Mortgage
|
The Trustee and the Certificate
|
||||
Loans
|
S-108
|
Administrator
|
S-176
|
||
Tenancies-in-Common
|
S-109
|
Resignation and Removal of the
|
|||
Property Type Concentrations
|
S-110
|
Trustee and the Certificate
|
|||
Geographic Concentrations
|
S-112
|
Administrator
|
S-179
|
||
Additional Debt
|
S-112
|
The Master Servicer and the Special
|
|||
The Meadows Mall Whole Loan
|
S-116
|
Servicer
|
S-180
|
||
The 589 Fifth Avenue Whole Loan
|
S-119
|
Replacement of the Special Servicer
|
S-182 | ||
The SanTan Village Whole Loan
|
S-123
|
Servicing and Other Compensation
|
|||
The Southridge Mall Whole Loan
|
S-127
|
and Payment of Expenses
|
S-184
|
||
Senior Debt Related to the Hyatt
|
The Senior Trust Advisor
|
S-193
|
|||
Regency Cleveland Loan
|
S-130
|
DESCRIPTION OF THE
|
|||
Net Cash Flow and Certain
|
CERTIFICATES
|
S-195
|
|||
Underwriting Considerations
|
S-131
|
General
|
S-195
|
||
Mortgaged Property Considerations
|
S-132
|
Book-Entry Registration and
|
|||
Environmental Considerations
|
S-132
|
Definitive Certificates
|
S-196
|
||
Property Renovation Issues
|
S-135
|
List of Certificateholders
|
S-198
|
||
Litigation Considerations;
|
Distributions
|
S-199
|
|||
Bankruptcy Issues and
|
Allocation of Yield Maintenance
|
||||
Other Proceedings
|
S-135
|
Charges and Prepayment
|
|||
Tenant Issues
|
S-137
|
Premiums
|
S-211
|
||
Purchase Options, Rights of
|
Assumed Final Distribution Date;
|
||||
First Refusal and Rights of
|
Rated Final Distribution Date
|
S-212
|
|||
First Offer
|
S-139
|
Subordination; Allocation of
|
|||
Additional Considerations
|
S-139
|
Collateral Support Deficit
|
S-213
|
||
Assessments of Property Value and
|
Advances
|
S-215
|
|||
Condition
|
S-140
|
Appraisal Reductions
|
S-218
|
||
Appraisals
|
S-140
|
Reports to Certificateholders;
|
|||
Engineering Reports
|
S-140
|
Certain Available Information
|
S-222
|
||
Zoning and Building Code
|
Voting Rights
|
S-229
|
|||
Compliance and
|
Termination; Retirement of
|
||||
Condemnation
|
S-140
|
Certificates
|
S-230
|
||
Certain Terms and Conditions of the
|
SERVICING OF THE MORTGAGE
|
||||
Mortgage Loans
|
S-141
|
LOANS
|
S-232
|
||
ARD Loans
|
S-145
|
General
|
S-232
|
||
Defeasance; Collateral
|
The Directing Certificateholder
|
S-236
|
|||
Substitution; Property
|
Limitation on Liability of Directing
|
||||
Releases
|
S-145
|
Certificateholder
|
S-241
|
||
Releases of Individual
|
The Senior Trust Advisor
|
S-242
|
|||
Mortgaged Properties
|
S-146
|
Consultation Duties of the
|
|||
Other Releases
|
S-147
|
Senior Trust Advisor After a
|
|||
Additional Mortgage Loan
|
Control Event
|
S-244
|
|||
Information
|
S-151
|
Replacement of the Special
|
|||
Sale of Mortgage Loans; Mortgage
|
Servicer
|
S-245
|
|||
File Delivery
|
S-154
|
Termination and Resignation of
|
|||
Representations and Warranties;
|
the Senior Trust Advisor
|
S-245
|
|||
Repurchases and Substitutions
|
S-156
|
Senior Trust Advisor
|
|||
Lockbox Accounts
|
S-159
|
Compensation
|
S-246
|
||
TRANSACTION PARTIES
|
S-160
|
Maintenance of Insurance
|
S-247
|
||
The Sponsors and Mortgage Loan
|
Modifications, Waivers and
|
||||
Sellers
|
S-160
|
Amendments
|
S-250
|
||
JPMorgan Chase Bank,
|
|||||
National Association
|
S-160
|
Mortgage Loans with “Due-on-Sale”
|
YIELD AND MATURITY
|
||||
and “Due-on-Encumbrance”
|
CONSIDERATIONS
|
S-271
|
|||
Provisions
|
S-251
|
Yield Considerations
|
S-271
|
||
Realization Upon Defaulted
|
Weighted Average Life
|
S-274
|
|||
Mortgage Loans
|
S-252
|
Yield Sensitivity of the Class X-A
|
|||
Servicing of the 589 Fifth Avenue
|
and Class X-B Certificates
|
S-279
|
|||
Mortgage Loan
|
S-256
|
Pre-Tax Yield to Maturity Tables
|
S-280
|
||
Inspections; Collection of Operating
|
MATERIAL FEDERAL INCOME TAX
|
||||
Information
|
S-257
|
CONSEQUENCES
|
S-282
|
||
Certain Matters Regarding the
|
General
|
S-282
|
|||
Master Servicer, the Special
|
Tax Status of Offered Certificates
|
S-283
|
|||
Servicer, the Senior Trust
|
Taxation of Offered Certificates
|
S-283
|
|||
Advisor and the Depositor
|
S-258
|
Taxation of Foreign Investors
|
S-284
|
||
Rating Agency Confirmations
|
S-260
|
Further Information
|
S-284
|
||
Evidence as to Compliance
|
S-262
|
CERTAIN STATE AND LOCAL TAX
|
|||
Servicer Termination Events
|
S-263
|
CONSIDERATIONS
|
S-284
|
||
Rights Upon Servicer Termination
|
CERTAIN ERISA CONSIDERATIONS
|
S-285
|
|||
Event
|
S-264
|
CERTAIN LEGAL ASPECTS OF THE
|
|||
Amendment
|
S-266
|
MORTGAGE LOANS
|
S-287
|
||
CERTAIN AFFILIATIONS,
|
LEGAL INVESTMENT
|
S-288
|
|||
RELATIONSHIPS AND RELATED
|
LEGAL MATTERS
|
S-288
|
|||
TRANSACTIONS INVOLVING
|
RATINGS
|
S-289
|
|||
TRANSACTION PARTIES
|
S-269
|
INDEX OF DEFINED TERMS
|
S-291
|
||
PENDING LEGAL PROCEEDINGS
|
|||||
INVOLVING TRANSACTION
|
|||||
PARTIES
|
S-270
|
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
|
ANNEX C
|
FORM OF SENIOR TRUST ADVISOR ANNUAL REPORT
|
ANNEX D-1
|
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
|
ANNEX D-2
|
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
|
ANNEX E
|
CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE
|
ANNEX F
|
AMORTIZATION SCHEDULE FOR 575 MARYVILLE CENTRE DRIVE
|
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 2013-C14, 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 and Barclays Bank PLC, a public limited company
registered in England and Wales. 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 the non-offered
certificates. See “Transaction
Parties—The Sponsors and Mortgage Loan Sellers” in this
free writing prospectus.
|
||||||||||||
Sellers of the Mortgage Loans
|
|||||||||||||
Seller
|
Number
of
Mortgage
Loans
|
Aggregate
Principal
Balance of
Mortgage
Loans
|
Approx. % of
Initial
Pool
Balance
|
||||||||||
JPMCB
|
17
|
$
|
630,122,993
|
54.9
|
%
|
||||||||
Barclays
|
28
|
518,028,836
|
45.1
|
||||||||||
Total
|
45
|
$
|
1,148,151,830
|
100.0
|
%
|
||||||||
Master Servicer
|
Midland Loan Services, a Division of PNC Bank, National
Association will be the master servicer and will be responsible
for the master servicing and administration of the mortgage
loans pursuant to the pooling and servicing agreement. The
master servicing office of Midland Loan Services, a Division of
PNC Bank, National Association, is located at 10851 Mastin
Street, Building 82, Suite 300, Overland Park, Kansas 66210 and
its telephone number is (913) 253-9000. See “Transaction
Parties— The Master Servicer and the Special Servicer” in
this free writing prospectus.
|
||||||||||||
The 589 Fifth Avenue mortgage loan will be serviced under the
pooling and servicing agreement entered into in connection with
the issuance of the J.P. Morgan Chase Commercial Mortgage
Securities Trust 2013-C13, Commercial Mortgage Pass Through
Certificates, Series 2013-C13. The master servicer of the 589
Fifth Avenue whole loan under the 2013-C13 pooling and servicing
agreement is Midland Loan Services, a Division of PNC Bank,
National Association. See “Description
of the Mortgage Pool—The
589 Fifth Avenue Whole Loan” and “Servicing
of the Mortgage Loans—Servicing
of the 589 Fifth Avenue Mortgage Loan” in this free
writing prospectus.
|
||||
Special Servicer
|
Midland Loan Services, a Division of PNC Bank, National
Association, will act as special servicer with respect to the
mortgage loans. The special servicer will be primarily
responsible for making decisions and performing certain
servicing functions with respect to the mortgage loans that, in
general, are in default or as to which default is imminent.
Midland Loan Services, a Division of PNC Bank, National
Association was appointed to be the special servicer by
BlackRock Financial Management Inc. (or its affiliate), which
entity is expected to be the initial directing
certificateholder. BlackRock Financial Management Inc. (or its
affiliate) is expected to purchase Class F, Class G and Class NR
certificates and may purchase other classes of certificates.
|
|||
Midland Loan Services, a Division of PNC Bank, National
Association, the special servicer, is an affiliate of BlackRock
Financial Management, Inc., which on behalf of one or more
managed funds or accounts, is expected to be designated as the
initial directing certificateholder.
|
||||
Midland Loan Services, a Division of PNC Bank, National
Association, which is expected to act as the special servicer,
assisted BlackRock Financial Management, Inc. with due diligence
relating to the mortgage loans to be included in the mortgage
pool.
|
||||
The principal servicing office of Midland Loan Services, a
Division of PNC Bank, National Association is located at 10851
Mastin Street, Building 82, Suite 300, Overland Park, Kansas
66210, and its telephone number is (913) 253-9000. See “Transaction
Parties—The Master Servicer and the Special Servicer” in
this free writing prospectus.
|
||||
The 589 Fifth Avenue mortgage loan will be specially serviced
under the 2013-C13 pooling and servicing agreement. The special
servicer of the 589 Fifth Avenue whole loan under the 2013-C13
pooling and servicing agreement is Berkadia Commercial Mortgage
LLC. The primary servicing office of Berkadia Commercial
Mortgage LLC is located at Berkadia Commercial Mortgage LLC, 118
Welsh Road, Horsham, Pennsylvania 19044.
|
||||
See “Description
of the Mortgage Pool—The
589 Fifth Avenue Whole Loan” and “Servicing
of the Mortgage Loans—Servicing
|
||||
of the 589
Fifth Avenue Mortgage Loan” in this free writing
prospectus.
|
||||
Trustee
|
Wells Fargo Bank, National Association, a national banking
association. The corporate trust office of Wells Fargo Bank,
National Association is located at 9062 Old Annapolis Road,
Columbia, Maryland 21045. See “Transaction
Parties—The Trustee and the Certificate Administrator” 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 the 589 Fifth Avenue mortgage loan, for which
Wells Fargo Bank, National Association, as trustee, is the
mortgagee of record under the J.P. Morgan Chase Commercial
Mortgage Securities Trust 2013-C13.
|
|||
Certificate Administrator
|
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
Parties—The Trustee and the Certificate Administrator” in
this free writing prospectus.
|
|||
Sponsors
|
JPMorgan Chase Bank, National Association, a national banking
association and Barclays Bank PLC, a public limited company
registered in England and Wales. For more information, see “Transaction
Parties—The Sponsors and Mortgage Loan Sellers” in this
free writing prospectus and “The
Sponsor” in the 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 F 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 F certificates or (y) a holder of the Class
F certificates is the majority controlling class
certificateholder and has irrevocably waived its right to
exercise any of its rights as the controlling class
certificateholder and such rights have not been reinstated to a
successor controlling class certificateholder, the senior trust
advisor will generally be required to review the special
servicer’s operational practices in respect of specially
serviced mortgage loans to formulate an opinion as to whether or
not those operational practices generally satisfy the servicing
standard with respect to the resolution and/or liquidation of
specially serviced mortgage loans. In addition, during such
time, the senior trust advisor will consult on a non-binding
basis with the special servicer with regard to certain matters
with respect to the servicing of specially serviced mortgage
loans to the extent set forth in the pooling and servicing
agreement and described in this free writing prospectus. See “Transaction
Parties—The Senior Trust Advisor” in this free writing
prospectus.
|
|||
From time to time and under certain circumstances, the senior
trust advisor, in order to maintain its familiarity with the
mortgage loans, is required to review promptly certain
information available to privileged persons regarding the
mortgage loans and certain asset status reports; however,
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.
|
||||
From time to time and under certain circumstances, the senior
trust advisor will also 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.
|
||||
After the occurrence of a consultation termination event, if the
senior trust advisor determines the special servicer is not
performing its duties as required under the pooling and
servicing agreement or is otherwise not acting in accordance
with the servicing standard, the senior trust advisor may
recommend the replacement of the special servicer as described
under “Transaction
Parties—Replacement of the Special Servicer” in this free
writing prospectus.
|
||||
For additional information regarding the responsibilities of the
senior trust advisor see “Servicing
of the Mortgage Loans—The Senior Trust Advisor” in this
free writing prospectus.
|
||||
The senior trust advisor will be entitled to a fee payable on
each distribution date calculated on the outstanding principal
amount of each mortgage loan in the trust fund and the senior
trust advisor fee rate, and will have certain rights to
indemnification for certain expenses by the trust fund. The
senior trust advisor will also be entitled under certain
circumstances to a consulting fee. See “Servicing
of the Mortgage Loans—The Senior Trust Advisor” in this
free writing prospectus.
|
||||
Notwithstanding the foregoing, the senior trust advisor will
have no obligations or consultation rights under the pooling and
servicing agreement for this transaction with respect to the 589
Fifth Avenue whole loan or any related REO property. However,
Pentalpha Surveillance LLC is also the senior trust advisor
under the 2013-C13 pooling and servicing agreement and, in such
capacity, will have certain consultation rights with respect to
the 589 Fifth Avenue 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 Pool—The 589 Fifth Avenue Whole Loan” in
this free writing prospectus.
|
||||
Directing Certificateholder
|
With respect to each mortgage loan (other than the non-serviced
mortgage loan), the directing certificateholder will be the
|
|||
controlling class certificateholder selected by more than 50% of
the controlling class certificateholders (by certificate
balance, as certified by the certificate registrar from time to
time as provided for in the pooling and servicing agreement), or
a representative thereof.
|
||||
The controlling class will be the most subordinate class of the
Class F, Class G 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 F certificates would be the
controlling class, the holders of such certificates will have
the right to irrevocably waive their personal 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 loan); provided that,
after and during such time as the Class F 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 F, Class G 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.
|
||||
Saba Capital Management L.P., the directing certificateholder
under the 2013-C13 pooling and servicing agreement, will have
certain consent and consultation rights with respect to the 589
Fifth Avenue mortgage loan that are substantially similar to
those of the directing certificateholder under the pooling and
servicing agreement. See “Description
of the Mortgage Pool—The 589 Fifth Avenue Whole Loan” in
this free writing prospectus.
|
||||
It is anticipated that BlackRock Financial Management Inc. (or
its affiliate) will be the initial directing certificateholder
with respect to each mortgage loan (other than the non-serviced
mortgage loan); however, we cannot assure you that that
arrangement will continue. See “Risk
Factors—Potential Conflicts of Interest—Potential Conflicts of
Interest of the Directing Certificateholder” 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 and
Barclays Bank PLC each have (or, as of the closing date, will
|
|||
have) 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.
|
||||
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 the non-offered certificates. Barclays Bank PLC
provides warehouse financing to RAIT CMBS Conduit II, LLC, an
affiliate of RAIT Funding, LLC, an originator, through a
repurchase facility. Certain of the mortgage loans that RAIT
Funding, LLC originated that will be included in the trust are
subject to that repurchase facility. Proceeds received by RAIT
CMBS Conduit II, LLC will be applied, among other things, to
make payments to Barclays Bank PLC as the repurchase agreement
counterparty.
|
||||
Midland Loan Services, a Division of PNC Bank, National
Association, the special servicer, is an affiliate of BlackRock
Financial Management, Inc., which on behalf of one or more
managed funds or accounts, is expected to be designated as the
initial directing certificateholder.
|
||||
Midland Loan Services, a Division of PNC Bank, National
Association, which is expected to act as the special servicer,
assisted BlackRock Financial Management, Inc. with due diligence
relating to the mortgage loans to be included in the mortgage
pool.
|
||||
Wells Fargo Bank, National Association is the trustee, the
certificate administrator and the 17g-5 information provider.
|
||||
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.
|
||||
Cut-off Date
|
With respect to each mortgage loan, the related due date in
August 2013, or with respect to any mortgage loan that was
originated in July 2013 and has its first due date in September
2013, the related due date in August 2013.
|
|||
Closing Date
|
On or about August 19, 2013.
|
|||
Distribution Date
|
The 4th business
day following each determination date. The first distribution
date will be in September 2013.
|
|||
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
|
July 2018
|
||||||
Class A-2
|
June 2019
|
||||||
Class A-3
|
June 2023
|
||||||
Class A-4
|
July 2023
|
||||||
Class A-SB
|
June 2023
|
||||||
Class X-A
|
July 2023
|
||||||
Class X-B
|
August 2023
|
||||||
Class A-S
|
July 2023
|
||||||
Class B
|
August 2023
|
||||||
Class C
|
August 2023
|
||||||
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 the non-serviced mortgage loan) in
accordance with the pooling and servicing agreement and provide
the information to the certificate administrator necessary for
the certificate administrator to calculate distributions and
other information regarding the certificates.
|
||
The transfers of the mortgage loans from the sponsors to the
depositor and from the depositor to the issuing entity in
exchange for the offered certificates are illustrated below:
|
||
![]() |
||
Offered Certificates
|
|||||||||
General
|
We are offering the following classes of commercial mortgage
pass-through certificates as part of Series 2013-C14:
|
||||||||
● |
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
|
||||||||
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 D, Class E, Class F, Class G, Class NR and Class R.
|
|||||||||
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 45 fixed rate commercial mortgage loans
secured by first mortgage liens on 89 mortgaged properties
(except that the Mortgage Loan referred to as Hyatt Regency
Cleveland on Annex A-1 to this free writing prospectus is
secured by a subordinate lien as described under “Description
of the Mortgage Pool—Additional Debt” in 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
|
$
|
80,032,000
|
|||||||
Class A-2
|
$
|
278,327,000
|
|||||||
Class A-3
|
$
|
75,000,000
|
|||||||
Class A-4
|
$
|
288,526,000
|
|||||||
Class A-SB
|
$
|
81,821,000
|
|||||||
Class X-A
|
$
|
884,077,000
|
|||||||
Class X-B
|
$
|
121,991,000
|
|||||||
Class A-S
|
$
|
80,371,000
|
|||||||
Class B
|
$
|
76,065,000
|
|||||||
Class C
|
$
|
45,926,000
|
|||||||
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
|
%
|
|||||||||
(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. 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
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
aggregate of the certificate balances of the Class B and Class C
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
weighted average of the pass-through rates on the Class B and
Class C certificates, weighted on the basis of their respective
certificate balances immediately prior to that distribution date
as described under “Description
of the Certificates—Distributions” in this free writing
prospectus.
|
|||||||||
B. 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, 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.
|
||||||||||
C. 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 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 the primary servicer, is calculated on the
outstanding principal amount of each mortgage loan (including
the non-serviced mortgage loan) in the trust at the servicing
fee rate equal to a per
annum rate ranging from 0.0050% to 0.0850%. 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 at the special
servicing fee rate equal to a per
annum rate of 0.25%; provided, however,
that the special servicer will not be entitled to a special
servicing fee with respect to the non-serviced mortgage loan
other than any special servicing fees which accrued prior to any
mortgage loan becoming a non-serviced mortgage loan, and with
respect to the non-serviced mortgage loan, the special servicer
under the 2013-C13 pooling and servicing agreement will be
entitled to a special servicing fee of 0.25% per
annum in accordance with the 2013-C13 pooling and
servicing agreement. 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
Parties—Servicing 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 the non-serviced mortgage loan) in the trust
fund at the certificate administrator fee rate equal to a per
annum rate of 0.00392%. The trustee fee is payable by the
certificate administrator from the certificate administrator
fee. The senior trust advisor will be entitled to a fee on each
distribution date calculated on the outstanding principal amount
of each mortgage loan in the trust fund and at the senior trust
advisor fee rate, which will be a per
annum rate of 0.00175%. The senior trust advisor will
also be entitled under certain circumstances to a consulting
fee. Fees payable by the trust to the master servicer, special
servicer and senior trust advisor are generally payable prior to
any distributions to certificateholders. See “Transaction
Parties—Servicing and Other Compensation and Payment of
Expenses” and “Servicing
of the Mortgage Loans—The Senior Trust Advisor” in this
free writing prospectus.
|
||||
Additionally, with respect to each distribution date, an amount
equal to the product of 0.0005% per
annum multiplied by the outstanding principal amount of
each mortgage loan 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 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 and Class X-C certificates: To pay
interest on the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-SB, Class X-A, Class X-B and Class X-C 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 on 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.
|
||||
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 certificates): In the amounts and order of priority
described in “Description
of the Certificates—Distributions” in this free writing
prospectus.
|
||||
B. Interest and Principal
|
||||
Entitlements
|
A description of the interest entitlement of each class of
certificates (other than the Class R certificates) can be found
in “Description
of the Certificates—Distributions—Interest Distribution Amount” in
this free writing prospectus.
|
|||
A description of the amount of principal required to be
distributed to each class of certificates entitled to principal
on a particular distribution date can be found in “Description
of the Certificates—Distributions—Principal Distribution Amount” in
this free writing prospectus.
|
||||
C. Yield Maintenance Charges and
|
||||
Prepayment Premiums
|
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.
|
||||
D. General
|
The chart below describes the manner in which the payment rights
of certain classes of certificates will be senior or
subordinate, as the case may be, to the payment rights of other
classes of certificates. The chart shows the entitlement to
receive principal and/or interest of certain classes of
certificates (other than excess interest that accrues on each
mortgage loan that has an anticipated repayment date) on any
distribution date in descending order. It also shows the manner
in which mortgage loan losses are allocated to certain classes
of the
|
|||
certificates in ascending order (beginning with the non-offered
certificates, other than the Class R certificates); provided that
no principal payments or mortgage loan losses will be allocated
to the Class X-A, Class X-B, Class X-C or Class R certificates,
although principal payments and mortgage loan losses may reduce
the notional amount of the Class X-A, Class X-B or Class X-C
certificates and, therefore, the amount of interest they accrue.
|
||||||
![]() |
||||||
(1)
|
The Class X-A, Class X-B and Class X-C certificates are
interest-only certificates and the Class X-C certificates are
not offered by this free writing prospectus.
|
|||||
(2) |
Other than the Class X-C and Class R 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 certificates
offered hereby.
|
||||||
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 or Class R 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. The notional amount
of the Class X-B certificates will be reduced by the amount of
principal losses or payments, if any, allocated to the Class B
and Class C certificates. The notional amount of the Class X-C
certificates will be reduced by the amount of principal losses
or payments, if any, allocated to the Class F, Class G and 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 R certificates), on a pro
rata basis, to reduce the amount of interest payable on
each such class of certificates to the extent described in this
free writing prospectus. See “Description
of the Certificates—Distributions— Priority” in this free
writing prospectus.
|
|||||
F. Excess Interest
|
On each distribution date, any excess interest in respect of the
increase in the interest rate on any mortgage loan with an
anticipated repayment date after the related anticipated
repayment date to the extent actually collected and applied as
interest during a due period will be distributed to the holders
of the Class NR certificates on the related distribution date.
This excess interest will not be available to make distributions
to any other class of certificates or to provide credit support
for other classes of certificates or offset any interest
shortfalls or to pay any other amounts to any other party under
the pooling and servicing agreement. The Class NR certificates
will be entitled to such distributions of excess interest
notwithstanding any reduction of their related certificate
balance to zero.
|
||||
Advances
|
|||||
A. P&I
Advances
|
The master servicer is required to advance a delinquent periodic
mortgage loan payment (unless the master servicer or the special
servicer determines that the advance would be non-recoverable).
Neither the master servicer nor the trustee will be required to
advance balloon payments due at maturity in excess of the
regular periodic payment, interest in excess of a mortgage
loan’s regular interest rate, default interest, late payment
charges, prepayment premiums or yield maintenance charges. The
amount of the interest portion of any advance will be subject to
reduction to the extent that an appraisal reduction of the
related mortgage loan has occurred (and with respect to any
mortgage loan that is part of a split loan structure, to the
extent such appraisal reduction amount is allocated to the
related mortgage loan). See “Description
of the Certificates—Advances” in this free writing
prospectus. There may be other circumstances in which the master
servicer will not be required to advance a full month of
principal and/or interest. If the master
|
||||
servicer fails to make a required advance, the trustee will be
required to make the advance, unless the trustee determines that
the advance would be non-recoverable. See “Description
of the Certificates—Advances” in this free writing
prospectus. If an interest advance is made by the master
servicer, the master servicer will not advance its servicing
fee, but will advance the certificate administrator’s fee. See “Description
of the Certificates—Advances” in this free writing
prospectus. None of the master servicer, special servicer or
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, and the special servicer
may be permitted, 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.
|
||||
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
non-recoverable. See “Description
of the Certificates—Advances” in this free writing
prospectus.
|
|||||
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.
|
||||
The Mortgage Loans
|
|||||
The Mortgage Pool
|
The trust’s primary assets will be 45 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 89 commercial, multifamily and
manufactured housing properties; provided,
however, that with respect to the mortgage loan referred
to as Hyatt Regency Cleveland on Annex A-1 to this free writing
prospectus, such mortgage loan will not be secured by a first
lien. See “Description
|
||||
of the Mortgage Pool—Additional Debt” in this free
writing prospectus.
|
|||||
The aggregate principal balance of the mortgage loans as of the
cut-off date will be approximately $1,148,151,830.
|
|||||
Pari Passu Split Loans
|
|||||
Four (4) mortgage loans (identified as Loan Nos. 1, 3, 4 and 5
on Annex A-1 to this free writing prospectus), representing
approximately 30.9% 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.
|
|||||
In the case of the mortgage loan referred to in this free
writing prospectus as the Meadows Mall mortgage loan (identified
as Loan No. 1 on Annex A-1 to this free writing prospectus),
representing approximately 9.6% 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 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 the Meadows Mall pari
passu companion loan.
|
|||||
In the case of the mortgage loan referred to in this free
writing prospectus as the 589 Fifth Avenue mortgage loan
(identified as Loan No. 3 on Annex A-1 to this free writing
prospectus), representing approximately 7.6% 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 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 the 589 Fifth Avenue pari
passu companion loan.
|
|||||
In the case of the mortgage loan referred to in this free
writing prospectus as the SanTan Village mortgage loan
(identified as Loan No. 4 on Annex A-1 to this free writing
prospectus), representing approximately 7.2% 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 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 the SanTan Village pari
passu companion loan.
|
|||||
In the case of the mortgage loan referred to in this free
writing prospectus as the Southridge Mall mortgage loan
(identified as Loan No. 5 on Annex A-1 to this free writing
prospectus), representing approximately 6.5% 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 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 the Southridge Mall pari
passu companion loan.
|
|||||
The following table and discussion contains general information
regarding the pari
passu split loans:
|
Loan
No.
|
Mortgage Loan
|
Mortgage Loan
Cut-off Date
Principal
Balance
|
Approx.
% of
Initial
Pool
Balance
|
Pari Passu
Companion
Loan Original Balance
|
||||||||||||
1
|
Meadows Mall
|
$
|
109,797,026
|
9.6%
|
$
|
54,500,000
|
||||||||||
3
|
589 Fifth Avenue
|
$
|
87,500,000
|
7.6%
|
$
|
87,500,000
|
||||||||||
4
|
SanTan Village
|
$
|
82,726,432
|
7.2%
|
$
|
55,000,000
|
||||||||||
5
|
Southridge Mall
|
$
|
75,000,000
|
6.5%
|
$
|
50,000,000
|
Each mortgage loan identified in the above table is included in
the trust; in each instance the related pari
passu companion loan is not included in the trust. In
the case of the Southridge Mall pari
passu companion loan, the related pari
passu companion loan is included in the JPMBB Commercial
Mortgage Securities Trust 2013-C12. In the case of the 589 Fifth
Avenue pari
passu companion loan and the SanTan Village pari
passu companion loan, each related pari
passu companion loan is included in the J.P. Morgan Chase
Commercial Mortgage Securities Trust 2013-C13. In the case of
the Meadows Mall pari
passu companion loan, the pari
passu companion loan is expected to be deposited into a
future securitization. In each instance, the related pari
passu companion loan is pari
passu in right of payment with the related mortgage loan.
|
||||
The 589 Fifth Avenue mortgage loan and the 589 Fifth Avenue pari
passu companion loan will be serviced under the 2013-C13
pooling and servicing agreement. In addition, pursuant to the
related intercreditor agreement, the directing certificateholder
under that securitization may exercise certain rights granted to
the holder of the 589 Fifth Avenue 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 2013-C13
master servicer and/or the 2013-C13 special servicer with
respect to various servicing matters or mortgage loan
modifications affecting the 589 Fifth Avenue mortgage loan in
that split loan structure. See “Description
of the Mortgage Pool—The 589 Fifth Avenue Whole Loan” in
this free writing prospectus.
|
||||
Each of (a) the Meadows Mall mortgage loan and the Meadows Mall pari
passu companion loan, (b) the SanTan Village mortgage
loan and the SanTan Village pari
passu companion loan and (c) the Southridge Mall mortgage
loan and the Southridge Mall pari
passu companion loan will be serviced in accordance with
the pooling and servicing agreement for this transaction by the
master servicer and the special servicer, and in accordance with
the servicing standard provided in such pooling and servicing
agreement. In addition, pursuant to the related intercreditor
agreement, the directing certificateholder may exercise certain
rights granted to the holder of the Meadows Mall mortgage loan,
the SanTan Village mortgage loan or the Southridge Mall mortgage
loan, as applicable, 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 with respect to various servicing
|
||||
matters or mortgage loan modifications affecting the applicable
mortgage loan in the related split loan structure. See “Description
of the Mortgage Pool—The
Meadows Mall Whole
Loan”, “—The
SanTan Village Whole Loan” and “—The
Southridge Mall Whole Loan” in this free writing
prospectus.
|
||||
Each of the Meadows Mall whole loan, the SanTan Village whole
loan and the Southridge Mall whole loan is referred to in this
free writing prospectus as a “serviced whole loan”.
|
||||
The 589 Fifth Avenue whole loan is referred to in this free
writing prospectus as a “non-serviced whole loan”. For
additional information regarding this pari
passu split loan, see “Description
of the Mortgage Pool—The 589
Fifth Avenue Whole
Loan” in this free writing prospectus.
|
||||
The following tables set forth certain anticipated
characteristics of the mortgage loans as of the cut-off date
(unless otherwise indicated). Except as specifically provided in
this free writing prospectus, information presented in this free
writing prospectus (including loan-to-value ratios, debt service
coverage ratios and debt yield ratios) with respect to any
mortgage loan with a pari
passu companion loan is calculated including the
principal balance and debt service payment of the related pari
passu companion loan.
|
||||
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 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)
|
$ 1,148,151,830
|
||||||
Number of mortgage loans
|
45
|
||||||
Number of mortgaged properties
|
89
|
||||||
Number of crossed loan pools
|
0
|
||||||
Crossed loan pools as a percentage
|
0.0%
|
||||||
Range of mortgage loan principal
|
|||||||
balances
|
$ 3,000,000 to $109,797,026
|
||||||
Average mortgage loan principal
|
|||||||
balances
|
$ 25,514,485
|
||||||
Range of mortgage rates
|
3.09350% to 5.97700%
|
||||||
Weighted average mortgage rate
|
4.57466%
|
||||||
Range of original terms to maturity(2)
|
60 months to 120 months
|
||||||
Weighted average original term to
|
|||||||
maturity(2)
|
105 months
|
||||||
Range of remaining terms to maturity(2)
|
59 months to 120 months
|
||||||
Weighted average remaining term to
|
|||||||
maturity(2)
|
104 months
|
||||||
Range of original amortization term(3)(4)
|
240 months to 360 months
|
||||||
Weighted average original amortization
|
|||||||
term(3)(4)
|
344 months
|
||||||
Range of remaining amortization
|
|||||||
terms(3)(4)
|
239 months to 360 months
|
||||||
Weighted average remaining amortization
|
|||||||
term(3)(4)
|
344 months
|
||||||
Range of loan-to-value ratios(5)(6)
|
44.9% to 74.8%
|
||||||
Weighted average loan-to-value
|
|||||||
ratio(5)(6)
|
63.6%
|
||||||
Range of loan-to-value ratios as
|
|||||||
of the maturity date(2)(5)(6)
|
34.6% to 66.1%
|
||||||
Weighted average loan-to-value ratio as
|
|||||||
of the maturity date(2)(5)(6)
|
54.4%
|
||||||
Range of underwritten net cash flow debt
|
|||||||
service coverage
|
|||||||
ratios (6)(7)(8)
|
1.26x to 3.38x
|
||||||
Weighted average underwritten net cash
|
|||||||
flow debt service coverage ratio (6)(7)(8)
|
1.65x
|
||||||
Percentage of aggregate outstanding
|
|||||||
principal balance consisting of:
|
|||||||
Balloon
|
63.6%
|
||||||
Interest-Only Balloon
|
23.2%
|
||||||
Interest Only
|
10.8%
|
||||||
ARD-Balloon
|
2.4%
|
(1)
|
Subject to a permitted variance of plus or minus 5%.
|
|||||
(2)
|
In the case of two (2) mortgage loans with anticipated repayment
dates (identified as Loan Nos. 17 and 37 on Annex A-1 to this
free writing prospectus), representing approximately 2.4% of the
aggregate principal balance of the pool of mortgage loans as of
the cut-off date, calculated as of the related anticipated
repayment date.
|
|||||
(3)
|
Excludes three (3) mortgage loans (identified as Loan Nos. 3, 19
and 21 on Annex A-1 to this free writing prospectus),
representing approximately 10.8% 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.
|
|||||
(4)
|
In the case of one (1) mortgage loan (identified as Loan
No. 12 on Annex A-1 to this free writing prospectus),
representing approximately 2.3% of the aggregate principal
balance of the pool of mortgage loans as of the cut-off
|
|||||
date, the loan will amortize based on the schedule set forth on
Annex F to this free writing prospectus.
|
|||||
(5)
|
In the case of one (1) mortgage loan (identified as Loan
No. 18 on Annex A-1 to this free writing prospectus),
representing approximately 1.7% of the aggregate principal
balance of the pool of mortgage loans as of the cut-off date,
the loan-to-value ratio was based upon a basis other than the
appraised “as-is” value. For further information see Annex A-1
to this free writing prospectus. See “Risk
Factors—Limitations of Appraisals” and “Transaction
Parties—The Sponsors and Mortgage Loan Sellers—JPMorgan Chase
Bank, National Association—Exceptions to JPMCB’s Disclosed
Underwriting Guidelines” in this free writing prospectus.
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.
|
||||
(6)
|
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.
|
||||
(7)
|
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 thirty-six (36)
mortgaged properties (identified as Loan Nos. 1, 2, 3, 4, 5, 14,
16, 23, 25, 26 and 29 on Annex A-1 to this free writing
prospectus) securing eleven (11) mortgage loans, representing
approximately 48.2% of the aggregate principal balance of the
pool of mortgage loans as of the cut-off date by allocated loan
amount, certain assumptions and/or adjustments were made to the
occupancy, underwritten net cash flow and underwritten net cash
flow debt service coverage ratios reflected in the table
above. For specific discussions on those particular assumptions
and adjustments, see “Description
of the Mortgage Pool—Net
Cash Flow and Certain Underwriting Considerations”, “—Mortgaged
Property Considerations—Tenant Issues—Occupancy and Tenant
Concentrations” and “—Additional
Mortgage Loan Information” in this free writing
prospectus. See also Annex A-1 and Annex A-3 to this free
writing prospectus.
|
||||
(8)
|
With respect to Loan No. 12, representing approximately 2.3% of
the aggregate principal balance of the pool of mortgage loans as
of the cut-off date, the debt service coverage ratios were
calculated using the average of the first 12 monthly payments of
principal and interest after the cut-off date based on the
planned amortization schedule attached as Annex F to this free
writing prospectus.
|
||||
The mortgage loans accrue interest based on the following
conventions:
|
|||||
Interest Accrual Basis
|
Interest Accrual Basis
|
Number of
Mortgage
Loans
|
Aggregate Principal Balance of Mortgage Loans |
Approx. % of
Initial
Pool
Balance
|
|||||||||||
Actual/360
|
45
|
$
|
1,148,151,830
|
100.0
|
%
|
|||||||||
Total:
|
45
|
$
|
1,148,151,830
|
100.0
|
%
|
|||||||||
Amortization Types
|
||||||||||||||
Amortization Type
|
Number of
Mortgage
Loans
|
Aggregate
Principal Balance
of Mortgage
Loans
|
Approx. % of
Initial
Pool Balance |
|||||||||||
Balloon
|
30
|
$
|
729,971,830
|
63.6
|
%
|
|||||||||
IO-Balloon
|
10
|
266,380,000
|
23.2
|
|||||||||||
Interest Only
|
3
|
124,100,000
|
10.8
|
|||||||||||
ARD-Balloon
|
2
|
27,700,000
|
2.4
|
|||||||||||
Total:
|
45
|
$
|
1,148,151,830
|
100.0
|
%
|
Two (2) mortgage loans (identified as Loan Nos. 17 and 37 on
Annex A-1 to this free writing prospectus), representing
approximately 2.4% 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 borrowers to repay the mortgage loan
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 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 mortgage loan has been
paid, at which time the excess interest, to the extent actually
collected, will be required to be paid to the Class NR
certificates. After the anticipated repayment date, cash flow in
excess of that required for debt service and certain budgeted
expenses with respect to the 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 each mortgage loan on its
anticipated repayment date. The actual term for each mortgage
loan is longer than the period up to the mortgage loan’s
anticipated repayment date. See “Description
of the Mortgage Pool—Certain Terms and Conditions of the
Mortgage Loans—ARD Loans” in this free writing
prospectus.
|
|||||
See “Description of the
Mortgage Pool—Additional Mortgage Loan Information” and
“—Certain Terms and Conditions
of the Mortgage Loans” in this free writing prospectus.
|
|||||
The following table contains general information regarding the
prepayment provisions of the mortgage loans:
|
|||||
Overview of Prepayment Protection(1)(2)
|
||||||||||||||
Prepayment Protection
|
Number of
Mortgage
Loans
|
Aggregate Principal Balance of Mortgage Loans |
Approx. % of
Initial
Pool
Balance
|
|||||||||||
Defeasance
|
32
|
$
|
703,580,239
|
61.3
|
%
|
|||||||||
Yield Maintenance
|
13
|
444,571,591
|
38.7
|
|||||||||||
Total:
|
45
|
$
|
1,148,151,830
|
100.0
|
%
|
(1)
|
See Annex A-1 to this free writing prospectus for specific
criteria applicable to the mortgage loans.
|
|||||
(2)
|
Certain mortgage loans may permit the application of escrows to
prepay a portion of the principal balance. The application of
such escrows may or may not require a payment of a yield
maintenance charge or a prepayment premium based on the amount
of the principal that is being paid and may be applied during a
lockout/defeasance period.
|