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FREE WRITING PROSPECTUS
   
FILED PURSUANT TO RULE 433
   
REGISTRATION FILE NO.: 333-165147-10
     

 
The Information in this free writing prospectus is not complete and may be amended prior to the time of sale.  This free writing prospectus is not an offer to sell these securities and it is not a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
 
THIS FREE WRITING PROSPECTUS, DATED JULY 26, 2013, MAY BE AMENDED OR COMPLETED PRIOR TO TIME OF SALE (THIS FREE WRITING PROSPECTUS ACCOMPANIES THE ATTACHED PROSPECTUS DATED JULY 26, 2013)
 
STATEMENT REGARDING THIS FREE WRITING PROSPECTUS
 
The depositor has filed a registration statement (including a prospectus) with the SEC (SEC File No. 333-165147) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor or any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling 866-400-7834 or by emailing cmbs-prospectus@jpmorgan.com.
 
$1,006,068,000 (Approximate)
JPMBB Commercial Mortgage Securities Trust 2013-C14
Issuing Entity
J.P. Morgan Chase Commercial Mortgage Securities Corp.
Depositor
JPMorgan Chase Bank, National Association
Barclays Bank PLC
Sponsors and Mortgage Loan Sellers
 
Commercial Mortgage Pass-Through Certificates, Series 2013-C14
 
J.P. Morgan Chase Commercial Mortgage Securities Corp. is offering certain classes of the Commercial Mortgage Pass-Through Certificates, Series 2013-C14 consisting of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C certificates. The certificates (which are comprised of the certificates offered by this free writing prospectus and the Class X-C, Class D, Class E, Class F, Class G, Class NR and Class R certificates) represent the beneficial ownership interests in the issuing entity, which will be a trust named JPMBB Commercial Mortgage Securities Trust 2013-C14. The assets of the trust will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Collateral Support Deficit” in this free writing prospectus. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the 4th business day following the 11th day of each month (or if the 11th is not a business day, the next business day), commencing in September 2013.
   
 
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
 
(Footnotes on table on page S-2)
 
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
 
 
(MAP)
                                                                                                                                                          
 
 

 
 
SUMMARY OF CERTIFICATES
 
 
Class
   Initial Class
Certificate Balance or Notional Amount(1)
 
 
Approx.
Initial Credit Support(2)
 
Pass-Through Rate
Description
 
Assumed
Final
Distribution
Date(3)
 
Initial Approx.
Pass-Through
Rate
 
Weighted Average
Life (Yrs.)(4)
 
Expected Ratings (Moody’s/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.
 
 
S-2

 
 
 
(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.
 
The Class X-C, Class D, Class E, Class F, Class G, Class NR and Class R certificates are not offered by this free writing prospectus.  Any information in this free writing prospectus concerning certificates other than the offered certificates is presented solely to enhance your understanding of the offered certificates.
 
 
S-3

 
           
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
 
 
 
S-4

 
 
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 
 
 
S-5

 
 
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
       
 
 
S-6

 
 
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
   
 
 
S-7

 
 
IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES
 
THE OFFERED CERTIFICATES REFERRED TO IN THESE MATERIALS, AND THE ASSET POOL BACKING THEM, ARE SUBJECT TO MODIFICATION OR REVISION (INCLUDING THE POSSIBILITY THAT ONE OR MORE CLASSES OF CERTIFICATES MAY BE SPLIT, COMBINED OR ELIMINATED AT ANY TIME PRIOR TO ISSUANCE OR AVAILABILITY OF A FINAL PROSPECTUS) AND ARE OFFERED ON A “WHEN, AS AND IF ISSUED” BASIS. PROSPECTIVE INVESTORS SHOULD UNDERSTAND THAT, WHEN CONSIDERING THE PURCHASE OF THE OFFERED CERTIFICATES, A CONTRACT OF SALE WILL COME INTO BEING NO SOONER THAN THE DATE ON WHICH THE RELEVANT CLASS OF CERTIFICATES HAS BEEN PRICED AND THE UNDERWRITERS HAVE CONFIRMED THE ALLOCATION OF CERTIFICATES TO BE MADE TO INVESTORS; ANY “INDICATIONS OF INTEREST” EXPRESSED BY ANY PROSPECTIVE INVESTOR, AND ANY “SOFT CIRCLES” GENERATED BY THE UNDERWRITERS, WILL NOT CREATE BINDING CONTRACTUAL OBLIGATIONS FOR SUCH PROSPECTIVE INVESTORS, ON THE ONE HAND, OR THE UNDERWRITERS, THE DEPOSITOR OR ANY OF THEIR RESPECTIVE AGENTS OR AFFILIATES, ON THE OTHER HAND.
 
AS A RESULT OF THE FOREGOING, A PROSPECTIVE INVESTOR MAY COMMIT TO PURCHASE CERTIFICATES THAT HAVE CHARACTERISTICS THAT MAY CHANGE, AND EACH PROSPECTIVE INVESTOR IS ADVISED THAT ALL OR A PORTION OF THE CERTIFICATES REFERRED TO IN THESE MATERIALS MAY BE ISSUED WITHOUT ALL OR CERTAIN OF THE CHARACTERISTICS DESCRIBED IN THIS FREE WRITING PROSPECTUS OR MAY BE ISSUED WITH CHARACTERISTICS THAT DIFFER FROM THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS. THE UNDERWRITERS’ OBLIGATION TO SELL CERTIFICATES TO ANY PROSPECTIVE INVESTOR IS CONDITIONED ON THE CERTIFICATES AND THE TRANSACTION HAVING THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS. IF THE UNDERWRITERS DETERMINE THAT ONE OR MORE CONDITIONS ARE NOT SATISFIED IN ANY MATERIAL RESPECT, SUCH PROSPECTIVE INVESTOR WILL BE NOTIFIED, AND NEITHER THE DEPOSITOR NOR ANY UNDERWRITER WILL HAVE ANY OBLIGATION TO SUCH PROSPECTIVE INVESTOR TO DELIVER ANY PORTION OF THE CERTIFICATES THAT SUCH PROSPECTIVE INVESTOR HAS COMMITTED TO PURCHASE, AND THERE WILL BE NO LIABILITY BETWEEN THE UNDERWRITERS, THE DEPOSITOR OR ANY OF THEIR RESPECTIVE AGENTS OR AFFILIATES, ON THE ONE HAND, AND SUCH PROSPECTIVE INVESTOR, ON THE OTHER HAND, AS A CONSEQUENCE OF THE NON-DELIVERY.
 
EACH PROSPECTIVE INVESTOR HAS REQUESTED THAT THE UNDERWRITERS PROVIDE TO SUCH PROSPECTIVE INVESTOR INFORMATION IN CONNECTION WITH SUCH PROSPECTIVE INVESTOR’S CONSIDERATION OF THE PURCHASE OF CERTAIN OFFERED CERTIFICATES DESCRIBED IN THESE MATERIALS. THESE MATERIALS ARE BEING PROVIDED TO EACH PROSPECTIVE INVESTOR FOR INFORMATION PURPOSES ONLY IN RESPONSE TO SUCH PROSPECTIVE INVESTOR’S SPECIFIC REQUEST, THE UNDERWRITERS DESCRIBED IN THESE MATERIALS MAY FROM TIME TO TIME PERFORM INVESTMENT BANKING SERVICES FOR, OR SOLICIT INVESTMENT BANKING BUSINESS FROM, ANY COMPANY NAMED IN THESE MATERIALS. THE UNDERWRITERS AND/OR THEIR RESPECTIVE EMPLOYEES MAY FROM TIME TO TIME HAVE A LONG OR SHORT POSITION IN ANY SECURITY OR CONTRACT DISCUSSED IN THESE MATERIALS.
 
THE INFORMATION CONTAINED IN THIS FREE WRITING PROSPECTUS SUPERSEDES ANY PREVIOUS SUCH INFORMATION DELIVERED TO ANY PROSPECTIVE INVESTOR AND WILL BE SUPERSEDED BY INFORMATION DELIVERED TO SUCH PROSPECTIVE INVESTOR PRIOR TO THE TIME OF SALE.
 
THIS FREE WRITING PROSPECTUS DOES NOT CONTAIN ALL INFORMATION THAT IS REQUIRED TO BE INCLUDED IN THE PROSPECTUS AND THE PROSPECTUS SUPPLEMENT.
 
 
S-8

 
 
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS FREE WRITING PROSPECTUS AND THE ACCOMPANYING PROSPECTUS
 
Information about the offered certificates is contained in two separate documents that progressively provide more detail: (a) the accompanying prospectus, which provides general information, some of which may not apply to the offered certificates; and (b) this free writing prospectus, which describes the specific terms of the offered certificates.  References in the accompanying prospectus to “prospectus supplement” should, in general, be treated as references to this free writing prospectus insofar as they relate to the certificates offered by this free writing prospectus.
 
You should rely only on the information contained in this free writing prospectus and the prospectus. We have not authorized anyone to provide you with information that is different from that contained in this free writing prospectus and the prospectus. The information contained in this free writing prospectus is accurate only as of the date of this free writing prospectus.
 
This free writing prospectus begins with several introductory sections describing the certificates and the trust in abbreviated form:
 
Summary of Certificates, commencing on page S-2 of this free writing prospectus, which sets forth important statistical information relating to the certificates;
 
Summary of Terms, commencing on page S-12 of this free writing prospectus, which gives a brief introduction of the key features of the certificates and a description of the underlying mortgage loans; and
 
Risk Factors, commencing on page S-42 of this free writing prospectus, which describe risks that apply to the certificates which are in addition to those described in the prospectus with respect to the securities issued by the trust generally.
 
This free writing prospectus and the accompanying prospectus include cross references to Sections in these materials where you can find further related discussionsThe Tables of Contents in this free writing prospectus and the prospectus identify the pages where these Sections are located.
 
Certain capitalized terms are defined and used in this free writing prospectus and the prospectus to assist you in understanding the terms of the offered certificates and this offering.  The capitalized terms used in this free writing prospectus are defined on the pages indicated under the caption “Index of Defined Terms” commencing on page S-291 of this free writing prospectus. The capitalized terms used in the prospectus are defined on the pages indicated under the caption “Index of Defined Terms” commencing on page 127 of the prospectus.
 
All annexes and schedules attached to this free writing prospectus are a part of this free writing prospectus.
 
In this free writing prospectus, the terms “depositor,” “we,” “us” and “our” refer to J.P. Morgan Chase Commercial Mortgage Securities Corp.
 
This free writing prospectus is not an offer to sell or a solicitation of an offer to buy these securities in any state or other jurisdiction where such offer, solicitation or sale is not permitted.
 
 
S-9

 
 
EUROPEAN ECONOMIC AREA
 
THIS FREE WRITING PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF CERTIFICATES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A “RELEVANT MEMBER STATE”) WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE (AS DEFINED BELOW) FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF CERTIFICATES.   ACCORDINGLY ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THAT RELEVANT MEMBER STATE OF CERTIFICATES WHICH ARE THE SUBJECT OF AN OFFERING CONTEMPLATED IN THIS FREE WRITING PROSPECTUS AS COMPLETED BY FINAL TERMS IN RELATION TO THE OFFER OF THOSE CERTIFICATES MAY ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE DEPOSITOR, THE ISSUING ENTITY OR AN UNDERWRITER TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE IN RELATION TO SUCH OFFER.
 
NONE OF THE DEPOSITOR, THE ISSUING ENTITY OR ANY OF THE UNDERWRITERS HAS AUTHORIZED, NOR DOES ANY OF THEM AUTHORIZE, THE MAKING OF ANY OFFER OF CERTIFICATES IN CIRCUMSTANCES IN WHICH AN OBLIGATION ARISES FOR THE DEPOSITOR, THE ISSUING ENTITY OR AN UNDERWRITER TO PUBLISH OR SUPPLEMENT A PROSPECTUS FOR SUCH OFFER.
 
FOR THE PURPOSES OF THIS PROVISION AND THE PROVISION IMMEDIATELY BELOW, THE EXPRESSION “PROSPECTUS DIRECTIVE” MEANS DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE AND THE EXPRESSION “2010 PD AMENDING DIRECTIVE” MEANS DIRECTIVE 2010/73/EU.
 
EUROPEAN ECONOMIC AREA SELLING RESTRICTIONS
 
IN RELATION TO EACH RELEVANT MEMBER STATE, EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT, WITH EFFECT FROM AND INCLUDING THE DATE ON WHICH THE PROSPECTUS DIRECTIVE IS IMPLEMENTED IN THAT RELEVANT MEMBER STATE, IT HAS NOT MADE AND WILL NOT MAKE AN OFFER OF THE CERTIFICATES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS FREE WRITING PROSPECTUS TO THE PUBLIC IN THAT RELEVANT MEMBER STATE OTHER THAN:
 
(A)      TO ANY LEGAL ENTITY WHICH IS A “QUALIFIED INVESTOR” AS DEFINED IN THE PROSPECTUS DIRECTIVE;
 
(B)      TO FEWER THAN 100 OR, IF THE RELEVANT MEMBER STATE HAS IMPLEMENTED THE RELEVANT PROVISION OF THE 2010 PD AMENDING DIRECTIVE, 150, NATURAL OR LEGAL PERSONS (OTHER THAN “QUALIFIED INVESTORS” AS DEFINED IN THE PROSPECTUS DIRECTIVE) SUBJECT TO OBTAINING THE PRIOR CONSENT OF THE RELEVANT UNDERWRITER OR UNDERWRITERS NOMINATED BY THE ISSUING ENTITY FOR ANY SUCH OFFER; OR
 
(C)      IN ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE;
 
PROVIDED THAT NO SUCH OFFER OF THE OFFERED CERTIFICATES REFERRED TO IN CLAUSES (A) TO (C) ABOVE SHALL REQUIRE THE DEPOSITOR, THE ISSUING ENTITY OR ANY UNDERWRITER TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.
 
 
S-10

 
 
FOR THE PURPOSES OF THE PRIOR PARAGRAPH, THE EXPRESSION AN “OFFER OF THE CERTIFICATES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS FREE WRITING PROSPECTUS TO THE PUBLIC” IN RELATION TO ANY OFFERED CERTIFICATE IN ANY RELEVANT MEMBER STATE MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE CERTIFICATES TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE TO THE OFFERED CERTIFICATES, AS THE SAME MAY BE VARIED IN THAT RELEVANT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT RELEVANT MEMBER STATE..
 
NOTICE TO RESIDENTS OF THE UNITED KINGDOM
 
THE ISSUING ENTITY MAY CONSTITUTE A “COLLECTIVE INVESTMENT SCHEME” AS DEFINED BY SECTION 235 OF THE FSMA THAT IS NOT A “RECOGNIZED COLLECTIVE INVESTMENT SCHEME” FOR THE PURPOSES OF THE FSMA AND THAT HAS NOT BEEN AUTHORIZED OR OTHERWISE APPROVED.  AS AN UNREGULATED SCHEME, THE OFFERED CERTIFICATES CANNOT BE MARKETED IN THE UNITED KINGDOM TO THE GENERAL PUBLIC, EXCEPT IN ACCORDANCE WITH THE FSMA.
 
THE DISTRIBUTION OF THIS FREE WRITING PROSPECTUS (A) IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 (THE “FINANCIAL PROMOTION ORDER”), OR (III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL PROMOTION ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “FPO PERSONS”); AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 14(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001 (THE “PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER”), OR (III) ARE PERSONS FALLING WITHIN ARTICLE 22(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “PCIS PERSONS” AND, TOGETHER WITH THE FPO PERSONS, THE “RELEVANT PERSONS”).
 
THIS FREE WRITING PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS FREE WRITING PROSPECTUS RELATES, INCLUDING THE OFFERED CERTIFICATES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  ANY PERSONS OTHER THAN RELEVANT PERSONS SHOULD NOT ACT OR RELY ON THIS FREE WRITING PROSPECTUS.
 
POTENTIAL INVESTORS IN THE UNITED KINGDOM ARE ADVISED THAT ALL, OR MOST, OF THE PROTECTIONS AFFORDED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL NOT APPLY TO AN INVESTMENT IN THE OFFERED CERTIFICATES AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME.
 
 
S-11

 
 
         
 
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.
 
         

 
 
S-12

 

 

 
         
     
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 PoolThe 589 Fifth Avenue Whole Loan” and “Servicing of the Mortgage LoansServicing 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 PoolThe 589 Fifth Avenue Whole Loan” and “Servicing of the Mortgage LoansServicing
 
         

 
 
S-13

 

 

 
         
     
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.
 
         
 
 
S-14

 
     
 
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
 
         
 
 
S-15

 
 
         
     
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; providedhowever, 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
 
         
 
 
S-16

 
 
         
     
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
 
 
 
 
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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
   
               
 
 
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Transaction Overview
 
     
 
On the closing date, each sponsor will sell its respective mortgage loans to the depositor, which will in turn deposit the mortgage loans into the issuing entity, a common law trust created on the closing date. The trust, which will be the issuing entity, will be formed by a pooling and servicing agreement, to be entered into among the depositor, the master servicer, the special servicer, the certificate administrator, the trustee and the senior trust advisor. The master servicer will service the mortgage loans (other than the specially serviced mortgage loans and 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:
 
     
  graphic  
     
 
 
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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
   
                 
 
 
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Pass-Through Rates
     
         
 
A. Offered Certificates
 
Your certificates will accrue interest at an annual rate called a pass-through rate. The initial approximate pass-through rate is set forth below for each class:
 
         
     
Class A-1
 
%
     
     
Class A-2
 
%
     
     
Class A-3
 
%
     
     
Class A-4
 
%
     
     
Class A-SB
 
%
     
     
Class X-A
 
%(1)
     
     
Class X-B
 
%(2)
     
     
Class A-S
 
%
     
     
Class B
 
%
     
     
Class C
 
%
     
                 
                     
     
(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.
 
                 
 
 
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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%; providedhowever, 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
 
         
 
 
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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
 
         
 
 
S-23

 
 
         
     
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
 
         
 
 
S-24

 
           
     
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.
 
           
      (flow chart)  
             
     
(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.
 
           
 
EShortfalls in Available Funds
 
The following types of shortfalls in available funds will reduce distributions to the classes of certificates with the lowest
 
           
 
 
S-25

 
 
           
     
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
     
           
 
AP&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
 
         
 
 
S-26

 
 
           
     
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.
 
           
 
BProperty 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.
 
         
 
CInterest 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
 
         
 
 
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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.
 
           
 
 
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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
 
         

 
 
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matters or mortgage loan modifications affecting the applicable mortgage loan in the related split loan structure.  See “Description of the Mortgage PoolThe 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 PoolThe 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.
 
         

 
 
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The mortgage loans will have the following approximate characteristics as of the cut-off date:
 
         
     
Cut-off Date Mortgage Loan Characteristics
 
               
         
All Mortgage Loans
   
     
Aggregate outstanding principal
       
     
balance(1)
 
$ 1,148,151,830
   
     
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
 
           
 
 
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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 PoolAdditional 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 PoolNet Cash Flow and Certain Underwriting Considerations”, “—Mortgaged Property Considerations—Tenant Issues—Occupancy and Tenant Concentrations” and “—Additional Mortgage Loan Information” in this free writing prospectus. See also Annex A-1 and Annex A-3 to this free writing prospectus.
 
           
     
(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.
 
           

 
 
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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:
 
           

 
 
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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.