HOME           CONTENT

 

Potential Conflicts of Interest of the Directing Certificateholder

 
The special servicer, an affiliate of the entity expected to be the initial directing certificateholder, will be required to consult with the directing certificateholder with respect to certain actions of the special servicer and in certain circumstances obtain the consent of the directing certificateholder.
 
The directing certificateholder and its affiliates may have interests that are in conflict with those of certificateholders, especially if the directing certificateholder or any of its affiliates holds certificates, or has financial interests in or other financial dealings with a borrower or a parent of a borrower. Each of these relationships may create a conflict of interest.
 
Conflicts Between Certificateholders and the Holder of a Companion Loan
 
With respect to four (4) mortgage loans (identified as Loan Nos. 1, 3, 4 and 5 on Annex A-1 to this free writing prospectus), representing approximately 9.6%, 7.6%, 7.2% and 6.5%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the related mortgaged property also secures a related pari passu companion loan. Pursuant to the related intercreditor agreement, for so long as each such mortgage loan and the related pari passu companion loan are serviced under the pooling and servicing agreement, certain decisions to be made with respect to each such mortgage loan will be subject to the consent and consultation rights of the directing certificateholder.
 
The 589 Fifth Avenue whole loan will be serviced pursuant to the 2013-C13 pooling and servicing agreement and certain decisions to be made with respect to the related mortgage loan will be subject to the consent and consultation rights of the directing certificateholder of that securitization. As a result, you will have less control over the servicing of the 589 Fifth Avenue mortgage loan than you would have if such mortgage loan were being serviced by the master servicer and the special servicer pursuant to the terms of the pooling and servicing agreement.  See “Description of the Mortgage Pool—The 589 Fifth Avenue Whole Loan” in this free writing prospectus.
 
The interests of the directing certificateholder of the other securitizations or such other party specified in the other pooling and servicing agreements entitled to exercise various rights with respect to the servicing of the 589 Fifth Avenue mortgage loan, and the related pari passu companion loan may conflict with the interests of, and its decisions may adversely affect, the holders of one or more classes of offered certificates. No certificateholder may take any action against any such party for having acted solely in its respective interest.
 
 
S-89

 
 
Potential Conflicts of Interest of the Underwriters and Their Affiliates
 
The activities of the underwriters and their respective affiliates may result in certain conflicts of interest. The underwriters and their respective affiliates may retain, or own in the future, classes of the offered certificates, and any voting rights of that class could be exercised by them in a manner that could adversely impact the certificates. Any of the underwriters or their respective affiliates may invest or take long or short positions in securities or instruments, including the offered certificates, that may be different from your position as an investor in the offered certificates. If that were to occur, that underwriter or affiliate’s interests may not be aligned with your interests in the offered certificates that you acquire.
 
The underwriters and their respective affiliates include broker-dealers whose business includes executing securities and derivative transactions on their own behalf as principals and on behalf of clients. Accordingly, the underwriters and their respective affiliates and clients acting through them from time to time buy, sell or hold securities or other instruments, which may include one or more classes of the offered certificates, and do so without consideration of the fact that the underwriters acted as underwriters for such certificates. Such transactions may result in underwriters and their respective affiliates and/or their clients having long or short positions in such instruments. Any such short positions will increase in value if the related securities or other instruments decrease in value. Further, the underwriters and their respective affiliates may (on their own behalf as principals or for their clients) enter into credit derivative or other derivative transactions with other parties pursuant to which they sell or buy credit protection with respect to one or more of the offered certificates. The positions of the underwriters and their respective affiliates or their clients in such derivative transactions may increase in value if the offered certificates default or decrease in value. In conducting such activities, no underwriter or its respective affiliates has any obligation to take into account the interests of the certificateholders or any possible effect that such activities could have on them. The underwriters and their respective affiliates and clients acting through them may execute such transactions, modify or terminate such derivative positions and otherwise act with respect to such transactions, and may exercise or enforce, or refrain from exercising or enforcing, any or all of their rights and powers in connection therewith, without regard to whether any such action might have an adverse effect on the offered certificates or the certificateholders.
 
In addition, the underwriters and their respective affiliates will have no obligation to monitor the performance of the offered certificates or the actions of the master servicer, the special servicer, the senior trust advisor, the certificate administrator or the trustee and will have no authority to advise the master servicer, the special servicer, the senior trust advisor, the certificate administrator or the trustee or to direct their actions.
 
In addition, the underwriters and their respective affiliates may have ongoing relationships with, render services to, and engage in transactions with the borrowers, the sponsors and their respective affiliates, which relationships and transactions may create conflicts of interest between the underwriters and their respective affiliates, on the one hand, and the trust, on the other hand. 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 has (or, as of the closing date, will have) originated or acquired its 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. With respect to one (1) mortgage loan (identified as Loan No. 17 on Annex A-1 to this free writing prospectus), representing approximately 1.9% of the Initial Pool Balance, J.P. Morgan Chase is the largest tenant at the related mortgaged property and occupies approximately 78.2% of the net rentable area at such property.  Barclays Bank PLC, one of the sponsors and mortgage loan sellers, 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.
 
Furthermore, Barclays Bank PLC, a mortgage loan seller and an affiliate of one of the underwriters, is the purchaser under repurchase agreements with RAIT CMBS Conduit II, LLC, an affiliate of RAIT Funding, LLC, an originator, for the purpose of providing short-term warehouse financing of mortgage
 
 
S-90

 
 
loans originated or acquired by RAIT CMBS Conduit II, LLC. The mortgage loans intended to be included in the trust subject to the repurchase facility that were originated by RAIT Funding, LLC have an aggregate outstanding principal balance as of the cut-off date of approximately $71,286,151. Proceeds received by RAIT CMBS Conduit II, LLC in connection with this securitization transaction will be applied, among other things to make payments from RAIT CMBS Conduit II, LLC to Barclays Bank PLC as the repurchase agreement counterparty.
 
See “Summary of Terms—Certain Affiliations” in this free writing prospectus for a description of certain affiliations and relationships between the underwriters and other participants in this offering.
 
Each of the foregoing relationships should be considered carefully by you before you invest in any of the offered certificates.
 
Other Possible Conflicts of Interest
 
The managers of the mortgaged properties and the borrowers may experience conflicts of interest in the management and/or ownership of the mortgaged properties because:
 
 
a substantial number of the mortgaged properties are managed by property managers affiliated with the respective borrowers;
 
 
these property managers also may manage and/or franchise additional properties, including properties that may compete with the mortgaged properties; and
 
 
affiliates of the managers and/or the borrowers, or the managers and/or the borrowers themselves, also may own other properties, including competing properties.
 
None of the borrowers, property managers, or any of their affiliates or any employees of the foregoing has any duty to favor the leasing of space in the mortgaged properties over the leasing of space in other properties, one or more of which may be adjacent to, or near the mortgaged properties.
 
With respect to mortgage loans that have mezzanine debt, the mezzanine lenders will have certain rights with respect to the related mortgage loan under certain circumstances, including the right, under certain conditions, to consent to various modifications and waivers or other matters affecting the related mortgage loan and certain actions and amendments to the mortgage loan documents proposed by the special servicer with respect to the related mortgage loan or to purchase the related mortgage loan after certain defaults under such mortgage loan. An affiliate of RAIT Funding, LLC, an originator, is the holder of the mezzanine loans related to the mortgage loan identified as Loan No. 12 on Annex A-1 to this free writing prospectus), representing approximately 2.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. JPMorgan Chase Bank, National Association, a sponsor and mortgage loan seller, is the holder of two (2) mezzanine loans related to the mortgage loans identified as Loan Nos. 6 and 11 on Annex A-1 to this free writing prospectus, representing approximately 8.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. These additional financial interests in the mortgage loans may create conflicts of interest. See “Description of the Mortgage PoolAdditional Debt” in this free writing prospectus. In exercising such rights, no mezzanine lender has any obligation to consider the interests of, or impact of the exercise of such rights upon, the trust or the certificateholders.
 
Pentalpha Surveillance LLC has been appointed the senior trust advisor. See “Transaction Parties—The Senior Trust Advisor”. Pursuant to the pooling and servicing agreement, 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) that is less than 25% of its initial certificate balance, 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 be required to consult with the special servicer with respect to certain actions of the special servicer. Additionally, during that time, the master servicer or the special
 
 
S-91

 
 
servicer, as applicable, will be required to use commercially reasonable efforts consistent with the servicing standard to collect a senior trust advisor consulting fee from the related borrower in connection with certain major decisions related to the mortgage loans, to the extent not prohibited by the related mortgage loan documents. In acting as senior trust advisor, the senior trust advisor is acting solely as a contracting party to the extent described in this free writing prospectus. See “Transaction Parties—The Senior Trust Advisor” in this free writing prospectus.
 
In the normal course of conducting its business, Pentalpha Surveillance LLC and its affiliates may have rendered services to, performed surveillance of, and negotiated with, numerous parties engaged in activities related to structured finance and commercial mortgage securitization. These parties may have included the depositor, the sponsors, the mortgage loan sellers, the master servicer, the special servicer, the certificate administrator, the trustee or the directing certificateholder or affiliates of any of the foregoing parties. Each of these relationships, to the extent they exist, may continue in the future and may involve a conflict of interest with respect to Pentalpha Surveillance LLC’s duties as senior trust advisor. There can be no guarantee that the existence of these relationships and other relationships in the future will not impact the manner in which the senior trust advisor performs its duties under the pooling and servicing agreement.
 
Although the senior trust advisor is required to consider the servicing standard in connection with its analysis and reporting regarding the special servicer under the pooling and servicing agreement, the senior trust advisor will not itself be bound by the servicing standard.
 
The senior trust advisor is prohibited from making a principal investment in any class of certificates issued by the trust. However, that prohibition will not be construed to have been violated in connection with riskless principal transactions effected by a broker-dealer affiliate of the senior trust advisor or investments by an affiliate of the senior trust advisor if the senior trust advisor and such affiliate maintain policies and procedures designed to segregate personnel involved in the activities of the senior trust advisor under the pooling and servicing agreement from personnel involved in such affiliate’s investment activities and to prevent such affiliate and its personnel from gaining access to information regarding the trust fund and the senior trust advisor and its personnel from gaining access to such affiliate’s information regarding its investment activities. In addition, we cannot assure you that such policies and procedures will be effective for their intended purposes.
 
Each of the foregoing relationships should be considered carefully by prospective investors.
 
Potential Conflicts of Interest in the Selection of the Mortgage Loans
 
The anticipated purchaser of the Class F, Class G and Class NR certificates was given the opportunity by the sponsors to perform due diligence on the mortgage loans originally identified by the sponsors for inclusion in the trust, and to request the removal, re-sizing or modification of other features of some or all of the mortgage loans or to request certain price adjustments or cost mitigation arrangements in connection with its agreement to purchase those classes of certificates.
 
We cannot assure you that you or another investor would make requests to modify the original pool if given the opportunity or that the final pool if influenced by such buyer’s feedback would not adversely affect the performance of the certificates offered hereby and benefit the performance of such buyer’s certificates. Because of the differing subordination levels, such buyer has interests that may, in some circumstances, differ from those of purchasers of other classes of certificates, and may desire a portfolio composition that benefits such buyer but that does not benefit other investors. In addition, such buyer may enter into hedging or other transactions or otherwise have business objectives that also could cause its interests with respect to the asset pool to diverge from those of other purchasers of the certificates.
 
The anticipated purchaser of those certificates will have no liability to any certificateholder for any actions taken with respect to the preceding two paragraphs, and the pooling and servicing agreement will provide that each certificateholder, by its acceptance of a certificate, waives any claims against such buyer in respect thereof.
 
 
S-92

 
 
It is anticipated that BlackRock Financial Management, Inc. (or its affiliate) on behalf of one or more managed funds or accounts will purchase the Class F, Class G and Class NR certificates and will initially constitute the directing certificateholder, and thus would have certain rights to direct and consult with the special servicer as described under “Servicing of the Mortgage Loans—The Directing Certificateholder” in this free writing prospectus. In addition, BlackRock Financial Management, Inc. (or its affiliate) may buy additional certificates that are not Control Eligible Certificates.
 
Because the incentives and actions of the anticipated purchaser of those certificates may, in some circumstances, differ from or be adverse to those of purchasers of other classes of certificates, you are advised and encouraged to make your own investment decision based on a careful review of the information set forth in this free writing prospectus and your own view of the mortgage loans.
 
Your Lack of Control Over the Trust Can Adversely Impact Your Investment
 
Except as described in this free writing prospectus, investors in the certificates do not have the right to make decisions with respect to the administration of the trust. These decisions are generally made, subject to the express terms of the pooling and servicing agreement, by the master servicer, the special servicer, the certificate administrator and the trustee. Any decision made by any of those parties in respect of the trust in accordance with the terms of the pooling and servicing agreement, even if it determines that decision to be in your best interests, may be contrary to the decision that you would have made and may negatively affect your interests.
 
Notwithstanding the foregoing, the directing certificateholder appointed by the controlling class will have certain consent rights prior to the occurrence and continuance of 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) that is less than 25% of its initial certificate balance, and will have certain non-binding consultation rights prior to such time as the Class F certificates have a certificate balance (without taking into account the application of appraisal reductions to notionally reduce the certificate balance of such class of certificates) that is less than 25% of its initial certificate balance; providedhowever, that the controlling class may lose any such rights upon the occurrence of certain events. See “Servicing of the Mortgage Loans—The Directing Certificateholder” in this free writing prospectus and “Risk Factors—Your Lack of Control Over Trust Fund Can Create Risks” in the prospectus.
 
In addition, while there is a senior trust advisor with certain obligations in respect of reviewing the compliance of the special servicer with certain of its obligations under the pooling and servicing agreement, the senior trust advisor has no control rights over actions by the special servicer at any time and the senior trust advisor has no consultation rights over actions by the special servicer prior to (i) 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) that is less than 25% of its initial certificate balance or (ii) such time as a holder of the Class F certificates is the majority controlling class certificateholder and has irrevocably waived its controlling class rights as described in this free writing prospectus. In addition, the senior trust advisor only has the limited obligations and duties set forth in the pooling and servicing agreement, and the special servicer is under no obligation at any time to act upon any of the senior trust advisor’s recommendations.  In addition, the senior trust advisor has no (A) fiduciary duty or (B) other duty to act on behalf of the certificateholders or the trust fund or in the best interest of any particular certificateholder. It is not intended that the senior trust advisor act as a surrogate for the certificateholders. Investors should not rely on the senior trust advisor to affect the special servicer’s actions under the pooling and servicing agreement or to monitor the actions of the directing certificateholder or special servicer, other than to the limited extent specifically required in respect of certain actions of the special servicer at certain prescribed times under the pooling and servicing agreement. Further, the senior trust advisor will have no duties with respect to the non-serviced mortgage loan, such as the 589 Fifth Avenue mortgage loan, nor will it have any consultation rights on actions taken with respect to the non-serviced mortgage loan.
 
 
S-93

 
 
In certain limited circumstances, certificateholders have the right to vote on matters affecting the trust. In some cases these votes are by certificateholders taken as a whole and in others the vote is by class. In all cases, voting is based on the outstanding certificate balance, which is reduced by realized losses, and in certain cases, by appraisal reductions. These limitations on voting could adversely affect your ability to protect your interests with respect to matters voted on by certificateholders. See “Description of the Certificates—Voting Rights” and “Transaction Parties—Replacement of the Special Servicer” in this free writing prospectus.
 
In addition, none of the pari passu companion loans will be included as an asset of the trust fund, but each will be serviced under the pooling and servicing agreement for this transaction (other than the 589 Fifth Avenue pari passu companion loan, which will be serviced under the 2013-C13 pooling and servicing agreement, subject to the 589 Fifth Avenue intercreditor agreement). The directing certificateholder (or, with respect to the 589 Fifth Avenue pari passu companion loan, the 2013-C13 directing certificateholder) will have certain rights with respect to the related whole loan and the related mortgaged property, including the right, under certain conditions, to advise and direct the master servicer and/or the special servicer (or, with respect to the 589 Fifth Avenue pari passu companion loan, the 2013-C13 master servicer and/or the 2013-C13 special servicer) with respect to various servicing matters or mortgage loan modifications affecting the related whole loan.
 
The directing certificateholder in this securitization will have certain consultation rights with respect to actions taken by the 2013-C13 directing certificateholder, in the case of the 589 Fifth Avenue pari passu companion loan. No directing certificateholder (in this securitization or the securitization of any pari passu companion loan), in exercising any consultation, consent or direction rights, will have any obligation to consider the interests of or the impact on, the holder of the certificates in any transaction other than the related controlling class for which it is acting. The directing certificateholder for any other trust may not have the same incentives with respect to the effects on this trust as would the directing certificateholder for this securitization.
 
In addition, with respect to mortgage loans that have mezzanine debt, the related mezzanine lender will have the right under certain limited circumstances to (i) cure certain defaults with respect to, and under certain default scenarios purchase (without payment of any yield maintenance charge or prepayment premium) the related mortgage loan and (ii) so long as no event of default with respect to the related mortgage loan continues after the mezzanine lender’s cure right has expired, approve certain modifications and consent to certain actions to be taken with respect to the related mortgage loan.  See “Description of the Mortgage PoolMortgage Pool Characteristics” and “—Additional Debt” in this free writing prospectus.
 
Special Servicer May Be Directed To Take Actions
 
In connection with the servicing of the specially serviced mortgage loans (other than the 589 Fifth Avenue mortgage loan), the special servicer may, at the direction of the directing certificateholder, take actions with respect to such specially serviced mortgage loans that could adversely affect the holders of some or all of the classes of certificates offered hereby. The directing certificateholder will be controlled by the controlling class certificateholders. The directing certificateholder may have interests in conflict with those of the certificateholders. As a result, it is possible that the directing certificateholder may direct the special servicer to take actions that conflict with the interests of certain classes of the certificates offered hereby. However, the special servicer is not permitted to take actions that are prohibited by law or violate the servicing standard or the terms of the mortgage loan documents. In addition, except as limited by certain conditions described under “Transaction Parties—Replacement of the Special Servicer”, the special servicer may be removed without cause by the directing certificateholder as described in this free writing prospectus. The special servicer may also be removed in certain circumstances (x) if a request is made by certificateholders evidencing not less than 25% of the voting rights (taking into account the application of appraisal reductions to notionally reduce the respective certificate balances) of the certificates (other than the Class X-A, Class X-B, Class X-C and Class R certificates) and (y) upon receipt of approval by certificateholders holding at least 75% of a quorum of the certificateholders (which is the holders of certificates evidencing at least 75% of the voting rights (taking into account the application of
 
 
S-94

 
 
realized losses and the application of appraisal reductions to notionally reduce the respective certificate balances) of the certificates (other than the Class X-A, Class X-B, Class X-C and Class R certificates)), as described in this free writing prospectus. See “Servicing of the Mortgage Loans—General”, “Transaction Parties—The Master Servicer and the Special Servicer” and “Transaction Parties—Replacement of the Special Servicer” in this free writing prospectus.
 
Similarly, the special servicer under the 2013-C13 pooling and servicing agreement may, at the direction of the 2013-C13 directing certificateholder, take actions with respect to the 589 Fifth Avenue mortgage loan that could adversely affect the holders of some or all of the classes of the offered certificates. See “Servicing of the Mortgage Loans—The Directing Certificateholder” in this free writing prospectus. The 2013-C13 directing certificateholder will exercise its rights in accordance with the 2013-C13 pooling and servicing agreement and the 589 Fifth Avenue intercreditor agreement, pursuant to which the 589 Fifth Avenue mortgage loan and the 589 Fifth Avenue pari passu companion loan are serviced. See “Servicing of the Mortgage Loans—The Directing Certificateholder” in this free writing prospectus. The directing certificateholder under the 2013-C13 pooling and servicing agreement will exercise its rights in accordance with such pooling and servicing agreement and the related intercreditor agreement. Such directing certificateholder may have interests in conflict with those of the certificateholders of the classes of the offered certificates in this transaction. As a result, it is possible that such directing certificateholder may direct the special servicer under the pooling and servicing agreement entered into in connection with the securitization of such pari passu companion loan to take actions that conflict with the interests of certain classes of the offered certificates. However, such special servicer will not be permitted to take actions that are prohibited by law or violate the servicing standards or breach the terms of the related mortgage loan documents. In addition such special servicer may be removed without cause by the related directing certificateholder as described in this free writing prospectus. See “Servicing of the Mortgage Loans—General,” “—The Directing Certificateholder” and “Transaction Parties—The Master Servicer and the Special Servicer” in this free writing prospectus.
 
The Sponsors, the Depositor and the Trust Are Subject to Bankruptcy or Insolvency Laws That May Affect the Trust Fund’s Ownership of the Mortgage Loans
 
In the event of the bankruptcy or insolvency of a sponsor or the depositor, it is possible the trust’s right to payment from or ownership of the mortgage loans could be challenged, and if such challenge were successful, delays, reductions in payments and/or losses on the certificates could occur.
 
The transfer of the mortgage loans by the sponsors in connection with this offering is not expected to qualify for the securitization safe harbor adopted by the Federal Deposit Insurance Corporation for securitizations sponsored by insured depository institutions (12 C.F.R. § 360.6); however, the safe harbor is non-exclusive.
 
In the case of each sponsor, an opinion of counsel will be rendered on the closing date, based on certain facts and assumptions and subject to certain qualifications, to the effect that the transfer of the applicable mortgage loans by such sponsor to the depositor would generally be respected in the event of a bankruptcy or insolvency of such sponsor. Nevertheless, we cannot assure you that the Federal Deposit Insurance Corporation, a bankruptcy trustee, if applicable, or another interested party would not attempt to assert that such transfer was not a sale. Even if a challenge were not successful, it is possible that payments on the certificates offered hereby would be delayed while a court resolves the claim.
 
In addition, since the trust is a common law trust, it may not be eligible for relief under the federal bankruptcy laws, unless it can be characterized as a “business trust” for purposes of the federal bankruptcy laws. Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any certainty whether or not the trust would be characterized as a “business trust”. Regardless of whether a bankruptcy court ultimately determines that the trust is a “business trust”, it is possible that payments on the certificates offered hereby would be delayed while the court resolved the issue.
 
Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act provides for an orderly liquidation authority under which the Federal Deposit Insurance Corporation can be appointed as receiver
 
 
S-95

 
 
of certain systemically important non-bank financial companies and their direct or indirect subsidiaries in certain cases. We make no representation as to whether this would apply to any of the sponsors.  In January 2011, the acting general counsel of the Federal Deposit Insurance Corporation issued a letter in which he expressed his view that, under then-existing regulations, the Federal Deposit Insurance Corporation, as receiver under the orderly liquidation authority, would not, in the exercise of its orderly liquidation authority repudiation powers, recover as property of a financial company assets transferred by the financial company, provided that the transfer satisfies the conditions for the exclusion of assets from the financial company’s estate under the bankruptcy code. The letter further noted that, while the Federal Deposit Insurance Corporation staff may be considering recommending further regulations under orderly liquidation authority, the acting general counsel would recommend that such regulations incorporate a 90 day transition period for any provisions affecting the Federal Deposit Insurance Corporation’s statutory power to disaffirm or repudiate contracts. If, however, the Federal Deposit Insurance Corporation were to adopt a different approach than that described in the acting general counsel’s letter, delays or reductions in payments on the offered certificates would occur.
 
Risks Relating to Prepayments and Repurchases
 
The yield to maturity on your certificates will depend, in significant part, upon the rate and timing of principal payments on the mortgage loans. For this purpose, principal payments include both voluntary prepayments, if permitted, and involuntary prepayments, such as prepayments resulting from casualty or condemnation, defaults and liquidations or repurchases upon breaches of representations and warranties or document defects.
 
In addition, it is important to note that previously issued commercial mortgage-backed securities (including, potentially, certain commercial mortgage-backed securities sponsored by JPMorgan Chase Bank, National Association and Barclays Bank PLC or affiliates thereof) have recently experienced greater losses than expected, and in certain circumstances significantly greater losses, as a result of defaults and liquidations of the mortgage loans that comprise those commercial mortgage-backed securities. We cannot assure you that the losses actually incurred with respect to the mortgage loans that back the certificates offered hereby will not similarly exceed any assumed or expected losses. See “Yield and Maturity Considerations” in this free writing prospectus.
 
The yield on each of the classes of certificates that have a pass-through rate equal to, limited by, or based on, the weighted-average mortgage rate would be adversely affected if mortgage loans with higher interest rates pay faster than the mortgage loans with lower interest rates. The pass-through rates on these classes of certificates may also be adversely affected as a result of a decrease in the weighted average of the net mortgage rates on the mortgage loans even if principal prepayments do not occur. See “Yield and Maturity Considerations” in this free writing prospectus.
 
The Class X-A and Class X-B certificates will not be entitled to distributions of principal but instead will accrue interest on their respective notional amounts. Because the notional amount of the Class X-A certificates is based upon the outstanding certificate balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S certificates and the notional amount of the Class X-B certificates is based upon the outstanding certificate balances of the Class B and Class C certificates, the yield to maturity on the Class X-A and Class X-B certificates will be extremely sensitive to the rate and timing of prepayments of principal, liquidations and principal losses on the mortgage loans to the extent allocated to the related classes of certificates. In particular, the Class X-A certificates (and to a lesser extent, the Class X-B certificates) will be sensitive to prepayments on the mortgage loans because the prepayments will have the effect of reducing the notional amount of the Class X-A certificates first. A rapid rate of principal prepayments, liquidations and/or principal losses on the mortgage loans could result in the failure to recoup the initial investment in the Class X-A certificates and then the Class X-B certificates. Investors in the Class X-A and Class X-B certificates should fully consider the associated risks, including the risk that an extremely rapid rate of amortization, prepayment or other liquidation of the mortgage loans could result in the failure of such investors to recoup fully their initial investments.
 
 
S-96

 
 
In addition, with respect to the Class A-SB certificates, the extent to which the planned balances are achieved and the sensitivity of the Class A-SB certificates to principal prepayments on the mortgage loans will depend in part on the period of time during which the Class A-1, Class A-2, Class A-3 and Class A-4 certificates remain outstanding. As such, the Class A-SB certificates will become more sensitive to the rate of prepayments on the mortgage loans than they were when the Class A-1, Class A-2, Class A-3 and Class A-4 certificates were outstanding.
 
The investment performance of your certificates may vary materially and adversely from your expectations if the actual rate of prepayment on the mortgage loans is higher or lower than you anticipate.
 
Any changes in the weighted average lives of your certificates may adversely affect your yield. Prepayments resulting in a shortening of weighted average lives of your certificates may be made at a time of low interest rates when you may be unable to reinvest the resulting payment of principal on your certificates at a rate comparable to the effective yield anticipated by you in making your investment in the certificates, while delays and extensions resulting in a lengthening of those weighted average lives may occur at a time of high interest rates when you may have been able to reinvest principal payments that would otherwise have been received by you at higher rates.
 
In addition, the extent to which prepayments on the mortgage loans in the trust fund ultimately affect the average life of the certificates offered hereby will depend on the terms of the certificates offered hereby, more particularly:
 
 
A class of certificates offered hereby that entitles the holders of those certificates to a disproportionately larger share of the prepayments on the mortgage loans increases the “call risk” or the likelihood of early retirement of that class if the rate of prepayment is relatively fast; and
 
 
A class of certificates offered hereby that entitles the holders of the certificates offered hereby to a disproportionately smaller share of the prepayments on the mortgage loans increases the likelihood of “extension risk” or an extended average life of that class if the rate of prepayment is relatively slow.
 
See “Yield and Maturity Considerations” in this free writing prospectus.
 
Although the mortgage loans generally have prepayment protection in the form of lockout periods and/or one or more of the following: (a) defeasance, (b) yield maintenance or (c) prepayment premium provisions, we cannot assure you that the related borrowers will refrain from prepaying their related mortgage loans due to the existence of yield maintenance charges or prepayment premiums or that involuntary prepayments will not occur.
 
There are thirteen (13) mortgage loans (identified as Loan Nos. 1, 2, 6, 10, 13, 18, 19, 21, 22, 28, 29, 33 and 39 on Annex A-1 to this free writing prospectus), representing approximately 38.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, that permit prepayment together with the payment of a yield maintenance premium, generally following the end of a lockout period of at least 24 months from the first due date.
 
We are not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experiences of commercial mortgage loans. However, the rate at which voluntary prepayments occur on the mortgage loans will be affected by a variety of factors, including:
 
 
the terms of the related mortgage loans;
 
 
the length of any prepayment lockout period;
 
 
the level of prevailing interest rates;
 
 
the availability of mortgage credit;
 
 
S-97

 
 
 
any applicable yield maintenance charges and prepayment premiums;
 
 
the master servicer’s or special servicer’s ability to enforce those yield maintenance charges or prepayment premiums;
 
 
the failure to meet certain requirements for the release of escrows;
 
 
the occurrence of casualties or natural disasters; and
 
 
economic, demographic, tax, legal or other factors.
 
In addition, the rate at which voluntary prepayments occur may also be impacted by the existence of any purchase options related to a mortgaged property. The exercise of the purchase option could occur during what would otherwise be a lockout/defeasance period. The resulting prepayment is required to be accompanied by a yield maintenance charge. See “Yield and Maturity Considerations” in this free writing prospectus. Further, the rate at which voluntary prepayments occur may also be impacted by the ability of borrowers with respect to certain mortgage loans to affect a paydown of amounts owing under the related mortgage loan documents in connection with a release of a portion of the related mortgaged property during periods in which prepayments on the mortgage loan were otherwise prohibited. See “Description of the Mortgage Pool—Mortgaged Property Considerations—Tenant Issues” in this free writing prospectus for additional information relating to prepayment provisions on certain mortgage loans in the trust.
 
We cannot assure you that the obligation to pay any yield maintenance charge or prepayment premium will be enforceable. See “—Risks Relating to Prepayments and Repurchases” in this free writing prospectus. Provisions requiring yield maintenance charges or prepayment premiums may not be enforceable in some jurisdictions and under federal bankruptcy law. Those provisions also may be interpreted as constituting the collection of interest for usury purposes. Also, we cannot assure you that liquidation proceeds will be sufficient to pay an enforceable yield maintenance charge or prepayment premium. Generally, no yield maintenance charge or prepayment premium will be required for prepayments in connection with a casualty or condemnation. In addition, certain of the mortgage loans permit the related borrower, after a partial casualty or partial condemnation or a change in applicable laws that would allow a lender to accelerate the related mortgage loan pursuant to the related mortgage loan documents, to prepay the remaining principal balance of the mortgage loan (after application of the related insurance proceeds or condemnation award to pay the principal balance of the mortgage loan), which may in certain cases not be accompanied by any prepayment consideration; provided that the prepayment of the remaining balance is made within a specified period of time following the date of the application of proceeds or award and/or no event of default has occurred and is continuing under the mortgage loan. See “Risk Factors—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions” in the prospectus.
 
Additionally, although the collateral substitution provisions related to defeasance do not have the same effect on the certificateholders as prepayment, we cannot assure you that a court would not interpret those provisions as requiring a yield maintenance charge or prepayment premium. In certain jurisdictions, those collateral substitution provisions might be deemed unenforceable under applicable law or public policy, or usurious.
 
Certain shortfalls in interest as a result of involuntary prepayments may reduce the available distribution amount. In addition, if a mortgage loan seller repurchases any mortgage loan from the trust due to breaches of representations or warranties or document defects, the repurchase price paid will be passed through to the holders of the certificates offered hereby with the same effect as if the mortgage loan had been prepaid in part or in full, and no yield maintenance charge or prepayment premium will be payable.  Mezzanine lenders and holders of preferred equity in a borrower may have the option to purchase the related mortgage loan after certain defaults, and the purchase price may not include any yield maintenance payments or prepayment charges.  In addition, certain of the mortgage loans are secured by mortgaged properties that have franchisors, tenants or other parties that have an option to purchase the mortgaged property. See “—Certain Additional Risks Relating to Tenants” above.  A
 
 
S-98

 
 
repurchase or the exercise of such a purchase option may adversely affect the yield to maturity on the certificates offered hereby.
 
Certain of the mortgage loans are secured in part by letters of credit and/or cash reserves that in each such case:
 
(i)       will be released to the related borrower, in whole or in part, upon satisfaction by that borrower of certain performance related conditions, which may include, in some cases, meeting debt service coverage ratio levels and/or satisfying leasing conditions; and
 
(ii)       if not so released, may, at the discretion of the lender, prior to loan maturity (or earlier loan default or loan acceleration), be drawn on and/or applied to prepay or defease the related mortgage loan if such performance related conditions are not satisfied within specified time periods.
 
In addition, with respect to certain of the mortgage loans, if the borrower does not satisfy the performance conditions and does not qualify for the release of the related cash reserve, the reserve, less, in some cases, a yield maintenance charge or prepayment premium (which, in some cases, may be paid out of the related additional collateral), may be applied to reduce the principal balance of the mortgage loan and the remaining unpaid balance of the mortgage loan may be re-amortized over the remaining amortization term. If such amount is used to prepay or defease the mortgage loan as described in paragraph (ii) above, there is no obligation on the part of the related borrower to replenish such cash reserves.
 
Risks Relating to Substitutions of Mortgaged Properties by the Related Borrower
 
With respect to certain mortgage loans, the related mortgage loan documents permit the related borrower to substitute certain other properties for mortgaged properties currently securing the related mortgage loan. As a result, it is possible that certain of the mortgaged properties that secure one of these mortgage loans may not secure such mortgage loan for its entire term. Although any substitution will have to meet certain conditions, including loan-to-value tests and/or receipt of written confirmation from the rating agencies that any ratings of the certificates will not, as a result of the proposed substitution, be downgraded, qualified or withdrawn, the replacement property may differ from the substituted property with respect to certain characteristics. See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Defeasance; Collateral Substitution; Property Releases”  and see the individual mortgage loan and portfolio descriptions under “Description of Top Ten Mortgage Loans and Additional Mortgage Loan Information” in Annex A-3 to this free writing prospectus.
 
Optional Early Termination of the Trust Fund May Result in an Adverse Impact on Your Yield or May Result in a Loss
 
The certificates will be subject to optional early termination by means of the purchase of the mortgage loans and any REO properties in the trust fund. We cannot assure you that the proceeds from a sale of the mortgage loans and/or REO properties will be sufficient to distribute the outstanding certificate balance plus accrued interest and any undistributed shortfalls in interest accrued on the certificates that are subject to the termination. Accordingly, the holders of certificates offered hereby affected by such a termination may suffer an adverse impact on the overall yield on their certificates, may experience repayment of their investment at an unpredictable and inopportune time or may even incur a loss on their investment. See “Description of the Certificates—Termination; Retirement of Certificates” in this free writing prospectus.
 
The Mortgage Loan Sellers May Not Be Able To Make a Required Repurchase or Substitution of a Defective Mortgage Loan
 
The related mortgage loan seller is the sole warranting party in respect of the mortgage loans sold by it to us. Neither we nor any of our affiliates (except, in certain circumstances, for JPMorgan Chase Bank, National Association solely in its capacity as a mortgage loan seller) are obligated to repurchase or substitute any mortgage loan in connection with either a material breach of a mortgage loan seller’s
 
 
S-99

 
representations and warranties or any material document defects, if the applicable mortgage loan seller defaults on its obligation to do so. We cannot provide assurances that the applicable mortgage loan seller will have the financial ability to effect such repurchases or substitutions. Any mortgage loan that is not repurchased or substituted and that is not a “qualified mortgage” for a REMIC may cause designated portions of the trust fund to fail to qualify as one or more REMICs or cause the trust fund to incur a tax. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers” and “Description of the Mortgage Pool—Representations and Warranties; Repurchases and Substitutions” in this free writing prospectus.
 
Realization on Certain Mortgage Loans May Be Adversely Affected by the Rights of the Mezzanine Lender
 
Mezzanine lenders commonly hold a defaulted mortgage loan purchase option pursuant to the related intercreditor agreement, which generally permits the mezzanine lender to purchase its related defaulted mortgage loan for a purchase price generally equal to the outstanding principal balance of the related defaulted mortgage loan, together with accrued and unpaid interest (exclusive of default interest) on, and unpaid servicing expenses, protective advances and interest on advances related to, such defaulted mortgage loan. However, in the event a mezzanine lender is not obligated to pay some or all of those fees and additional expenses, including any liquidation fee payable to the special servicer under the terms of the pooling and servicing agreement, then the exercise of such party’s rights under the intercreditor agreement to purchase the related mortgage loan from the trust may result in a loss to the trust in the amount of those fees and additional expenses.  Furthermore, a mezzanine lender generally has the right to cure defaults under the related defaulted mortgage loan, thereby delaying the mortgagee’s ability to realize on or otherwise take action with respect to such defaulted mortgage loan.
 
Limited Obligations
 
The certificates, when issued, will represent beneficial interests in the trust fund. The certificates will not represent an interest in, or obligation of, the sponsors, the mortgage loan sellers, the depositor, the master servicer, the special servicer, the certificate administrator, the trustee or any other person. The primary assets of the trust fund will be the notes evidencing the mortgage loans, and the primary security and source of payment for the mortgage loans will be the mortgaged properties and the other collateral described in this free writing prospectus. Payments on the certificates offered hereby are expected to be derived from payments made by the borrowers on or in respect of the mortgage loans. We cannot assure you that the cash flow from the mortgaged properties and the proceeds of any sale or refinancing of the mortgaged properties will be sufficient to pay the principal of, and interest on, the mortgage loans or to distribute in full the amounts of interest and principal to which the holders of the certificates offered hereby are entitled. See “Description of the Certificates—General” in this free writing prospectus.
 
Changes to Accounting Standards and Regulatory Restrictions Could Have an Adverse Impact on the Certificates
 
None of the issuing entity, the depositor, the sponsors or the underwriters make any representation or warranty regarding any accounting implications related to the certificates offered hereby. The Financial Accounting Standards Board has adopted changes to the accounting standards for structured products.  These changes, or any other future changes, may impact the accounting for entities such as the trust and could require the trust to be consolidated in an investor’s financial statements. Each investor in the certificates offered hereby should consult its accounting advisor to determine the impact these accounting changes might have as a result of an investment in the certificates offered hereby.
 
Tax Consequences Related to Foreclosure
 
If the trust were to acquire a mortgaged property subsequent to a default on the related mortgage loan pursuant to a foreclosure or deed in lieu of foreclosure, the special servicer would be required to retain an independent contractor to operate and manage such mortgaged property. Among other things, the independent contractor would not be able to perform construction work other than repair, maintenance or certain types of tenant build-outs, unless such construction was more than 10%
 
 
S-100

 
 
completed when the default on the related mortgage loan became imminent. Any (i) net income from such operation and management (other than qualifying “rents from real property”), (ii) rental income based on the net profits of a tenant or sub-tenant or allocable to a service that is noncustomary in the area and for the type of property involved, and (iii) rental income attributable to personal property leased in connection with a lease of real property if the rent attributable to that personal property exceeds 15% of the total rent at the related mortgaged property for the taxable year, will subject the REMIC to federal (and possibly state or local) tax on such income at the highest marginal corporate tax rate (currently 35%), thereby reducing net proceeds available for distribution to certificateholders. No determination has been made whether any portion of the income from the mortgaged property constitutes “rents from real property”. The pooling and servicing agreement provides that the special servicer will be permitted to cause the REMICs to earn “net income from foreclosure property” that is subject to tax if it determines that the net after-tax benefit to certificateholders is greater than another method of operating, e.g., net leasing the mortgaged property. See “Material Federal Income Tax Consequences” in this free writing prospectus. In addition, if the trust were to acquire any mortgaged property pursuant to a foreclosure or deed in lieu of foreclosure, upon acquisition of those mortgaged properties, the trust may in certain jurisdictions, particularly in New York, be required to pay state or local transfer or excise taxes upon liquidation of such properties. Such state or local taxes may reduce net proceeds available for distribution to the certificateholders.
 
State and Local Tax Considerations
 
In addition to the federal income tax consequences described under the heading “Material Federal Income Tax Consequences” in this free writing prospectus, potential purchasers should consider the state and local income tax consequences of the acquisition, ownership and disposition of the certificates. State and local income tax laws may differ substantially from the corresponding federal law, and this free writing prospectus does not purport to describe any aspects of the income tax laws of the states or localities in which the mortgaged properties are located or of any other applicable state or locality.
 
It is possible that one or more jurisdictions may attempt to tax nonresident holders of certificates solely by reason of the location in that jurisdiction of the depositor, the certificate administrator, the trustee, the related borrower or the mortgaged properties or on some other basis, may require nonresident holders of certificates to file returns in such jurisdiction or may attempt to impose penalties for failure to file such returns; and it is possible that any such jurisdiction will ultimately succeed in collecting such taxes or penalties from nonresident holders of certificates. We cannot assure you that holders of certificates will not be subject to tax in any particular state or local taxing jurisdiction.
 
If any tax or penalty is successfully asserted by any state or local taxing jurisdiction, none of the depositor, the related borrower, the certificate administrator, the trustee, the master servicer or the special servicer will be obligated to indemnify or otherwise to reimburse the holders of certificates therefor.
 
Potential purchasers should consult their own tax advisors with respect to the various state and local tax consequences of an investment in the certificates.
 
Ratings of the Certificates
 
The ratings assigned to the offered certificates by Moody’s Investors Service, Inc. and Fitch Ratings, Inc. are based, among other things, on the economic characteristics of the mortgaged properties and other relevant structural features of the transaction. A security rating does not represent any assessment of the yield to maturity that a certificateholder may experience. The ratings assigned to the offered certificates reflect only the views of the respective rating agencies as of the date such ratings were issued. Future events could have an adverse impact on such ratings. The ratings may be reviewed, revised, suspended, downgraded, qualified or withdrawn entirely by the applicable rating agency as a result of changes in or unavailability of information. The ratings do not consider to what extent the offered certificates will be subject to prepayment or that the outstanding principal amount of any class of the offered certificates will be prepaid.
 
Furthermore, the amount, type and nature of credit support, if any, provided with respect to the offered certificates are determined on the basis of criteria established by each rating agency. These
 
 
S-101

 
 
criteria are sometimes based upon analysis of the behavior of mortgage loans in a larger group. However, we cannot assure you that the historical data supporting that analysis will accurately reflect future experience, or that the data derived from a large pool of mortgage loans will accurately predict the delinquency, foreclosure or loss experience of the mortgage loans in the trust. As evidenced by the significant amount of downgrades, qualifications and withdrawals of ratings assigned to previously issued commercial mortgage-backed securities during the recent credit crisis by the hired rating agencies and other nationally recognized statistical rating organizations, the assumptions by the rating agencies engaged by the depositor and other nationally recognized statistical rating organizations regarding the performance of the mortgage loans related to such commercial mortgage-backed securities were not, in all cases, correct.
 
We are not obligated to maintain any particular rating with respect to any class of the offered certificates, and the ratings initially assigned to the offered certificates by either or both of the rating agencies engaged by the depositor to rate the offered certificates could change adversely as a result of changes affecting, among other things, the underlying mortgage loans, the mortgaged properties, the sponsors, the certificate administrator, the trustee, the senior trust advisor, the master servicer or the special servicer, or as a result of changes to ratings criteria employed by either or both of the rating agencies engaged by the depositor to rate the offered certificates.  Although these changes would not necessarily be or result from an event of default on any underlying mortgage loan, any adverse change to the ratings of the offered certificates would likely have an adverse effect on the market value, liquidity and/or regulatory characteristics of those certificates. Changes affecting the mortgaged properties, the trustee, the certificate administrator, the master servicer, the special servicer or another person may have an adverse effect on the ratings of the offered certificates, and thus on the liquidity, market value and regulatory characteristics of the offered certificates, although such adverse changes would not necessarily be an event of default under any related mortgage loan. See “Ratings” in this free writing prospectus.
 
Further, a rating of any class of offered certificates below an investment grade rating by any of the rating agencies engaged by the depositor or another nationally recognized statistical rating organization, whether initially or as a result of a ratings downgrade, could adversely affect the ability of a benefit plan or other investor to purchase or retain that class. See “Certain ERISA Considerations” and “Legal Investment” in this free writing prospectus.
 
The depositor has requested a rating on the offered certificates from Moody’s Investors Service, Inc. and Fitch Ratings, Inc. We cannot assure you as to whether another nationally recognized statistical rating organization will rate any class of the offered certificates or, if it were to rate any class of offered certificates, what rating would be assigned by it. Additionally, other nationally recognized statistical rating organizations that we have not engaged to rate the offered certificates may nevertheless issue unsolicited credit ratings on one or more classes of the offered certificates, relying on information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise. If any such unsolicited ratings are issued, we cannot assure you that they will not be different from the ratings assigned by the rating agencies engaged by the depositor. The issuance of an unsolicited rating of a class of the offered certificates that is lower than the ratings assigned by the rating agencies engaged by the depositor may adversely impact the liquidity, market value and regulatory characteristics of that class. As part of the process of obtaining ratings for the offered certificates, the depositor had initial discussions with and submitted certain materials to six nationally recognized statistical rating organizations. Based on preliminary feedback from those nationally recognized statistical rating organizations at that time, the depositor selected two of them to rate the offered certificates, and did not select the other four nationally recognized statistical rating organizations due, in part, to their initial subordination levels for the various classes of the offered certificates. Had the depositor selected the other four nationally recognized statistical rating organizations to rate the offered certificates, we cannot assure you as to the ratings that they would ultimately have assigned to the offered certificates. Although unsolicited ratings may be issued by any nationally recognized statistical rating organization, a nationally recognized statistical rating organization might be more likely to issue an unsolicited rating if it was not selected after having provided preliminary feedback to the depositor. In addition, neither the depositor nor any other person or entity will have any duty to notify you if any other nationally recognized statistical rating organization issues, or
 
 
S-102

 
 
delivers notice of its intention to issue, unsolicited ratings on one or more classes of the offered certificates after the date of this free writing prospectus. In no event will rating agency confirmations from any such other nationally recognized statistical rating organization (except insofar as the matter involves a mortgage loan with a split loan structure and such other rating organization is hired to rate securities backed by the related companion loan) be a condition to any action, or the exercise of any right, power or privilege by any person or entity under the pooling and servicing agreement.
 
Furthermore, the United States Securities and Exchange Commission may determine that either or both of the rating agencies engaged by the depositor to rate the offered certificates no longer qualifies as a nationally recognized statistical rating organization, or is no longer qualified to rate the offered certificates, and that determination may have an adverse effect on the liquidity, market value and regulatory characteristics of the offered certificates. See “Ratings” in this free writing prospectus.

 
 
S-103

 
 
DESCRIPTION OF THE MORTGAGE POOL
 
General
 
The trust will consist primarily of a pool of 45 fixed rate commercial mortgage loans with an aggregate principal balance of approximately $1,148,151,830 as of the Cut-off Date (the “Initial Pool Balance”).
 
On or about August 19, 2013 (the “Closing Date”), J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, will acquire the mortgage loans from JPMorgan Chase Bank, National Association (“JPMCB”) and Barclays Bank PLC (“Barclays”) pursuant to a separate mortgage loan purchase agreement with each mortgage loan seller (each, a “Purchase Agreement”). We will then assign our interests in the mortgage loans, without recourse, to Wells Fargo Bank, National Association, as trustee for the benefit of the holders of the certificates (each a “Certificateholder”).
 
The “Cut-off Date” with respect to each mortgage loan is 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.  All percentages of the mortgage loans and Mortgaged Properties, or of any specified group of mortgage loans and Mortgaged Properties, referred to in this free writing prospectus without further description are approximate percentages by Cut-off Date Balances and/or allocated loan amounts.
 
The “Cut-off Date Balance” of any mortgage loan will be the unpaid principal balance of that mortgage loan as of the Cut-off Date for such mortgage loan, after application of all payments due on or before that date, whether or not received.
 
The mortgage loans were originated in the period between May 22, 2013 and July 24, 2013, and were selected for this transaction from mortgage loans specifically originated for securitizations of this type by the mortgage loan sellers and their respective affiliates, or originated by others and acquired by the mortgage loan sellers specifically for a securitization of this type, in either case, taking into account, among other factors, rating agency criteria and anticipated feedback from investors in the most subordinate certificates, property type and geographic location.  Twenty (20) mortgage loans, representing approximately 39.6% of the Initial Pool Balance, will not have made any scheduled debt service payments as of the related Cut-off Date.
 
As of the Cut-off Date, none of the mortgage loans will be 30 days or more delinquent and none of the mortgage loans have been 30 days or more delinquent since origination. A mortgage loan will be treated as 30 days delinquent if the scheduled payment for a due date is not received from the related borrower by the immediately following due date.
 
The mortgage loans are not insured or guaranteed by the sponsors, the mortgage loan sellers or any other person or entity. You should consider all of the mortgage loans to be nonrecourse loans as to which recourse in the case of default will be limited to the specific property and other assets, if any, pledged to secure the related mortgage loan.
 
As used in this free writing prospectus, the term “mortgage loan” refers to the mortgage loans that are assets of the trust, which will be in the form of either a whole mortgage loan or, in the case of any of the Meadows Mall Whole Loan, the 589 Fifth Avenue Whole Loan, the SanTan Village Whole Loan and the Southridge Mall Whole Loan (each as described below), includes only the related mortgage loan but does not include the related pari passu companion loan.
 
Lenders typically look to the “Debt Yield” and/or “Debt Service Coverage Ratio” or “DSCR”, each of which is based on the property’s net operating income, and the “Loan-to-Value Ratio” or “LTV” as important factors in evaluating the risk of default on that loan and the likelihood of recovery of the principal balance of the loan in the event of a default and liquidation. See “Description of the Trust Funds—Mortgage Loans—Default and Loss Considerations with Respect to the Mortgage Loans” in the
 
 
S-104

 
 
prospectus for a description of Debt Service Coverage Ratios, net operating income, LTV Ratios and Debt Yield, the manner in which these terms are calculated and important considerations related to their use.
 
Mortgage Pool Characteristics
 
General
 
For a discussion of the presentation of statistical information on the mortgage loans and Mortgaged Properties described in this free writing prospectus and the related Annexes, see “—Additional Mortgage Loan Information”. Calculations of Debt Service Coverage Ratios, LTV Ratios and Debt Yields will differ, and may differ significantly, depending on the assumptions and inputs used. The information presented in this free writing prospectus reflects assumptions and inputs provided by the mortgage loan sellers in connection with the origination of the mortgage loans. For purposes of the mortgage loan and pool composition data and other information contained in this free writing prospectus (including the annexes and all numerical and statistical information presented in this free writing prospectus, including Cut-off Date Balances, LTV Ratios, Debt Service Coverage Ratios and Debt Yields) with respect to each of the Whole Loans (each as described below), such information, unless otherwise indicated, is calculated including the principal balance and debt service payment of the related pari passu companion loan. See “Risk Factors—Commercial Lending Is Dependent Upon Net Operating Income” and “—Limitations of Appraisals” in this free writing prospectus.
 
The tables set forth in this free writing prospectus present certain anticipated characteristics of the mortgage loans as of the Cut-off Date (unless otherwise indicated). 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 these tables are calculated as described below under “—Additional Mortgage Loan Information” 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.
 
 
S-105

 
 
General Mortgage Loan Characteristics
(As of the Cut-off Date unless otherwise indicated)
 
 
All Mortgage Loans
Initial Pool 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 Cut-off Date Balances
$3,000,000 to $109,797,026
Average Cut-off Date Balance
$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 UW NCF DSCR (4)(6)(7)
1.26x to 3.38x
Weighted average UW NCF DSCR (4)(6)(7)
1.65x
Percentage of Initial Pool 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 Initial Pool Balance, calculated as of the related Anticipated Repayment Dates.
 
(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 Initial Pool Balance, that are interest-only for the entire term or until the related Anticipated Repayment Date.
 
(4)
In the case of one (1) mortgage loan (identified as Loan No. 12 on Annex A-1 to this free writing prospectus), representing approximately 2.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the loan will amortize based on the planned amortization schedule set forth on Annex F to this free writing prospectus, and the UW NCF DSCR ratio was calculated using the average of principal and interest payments over the first 12 months after the Cut-off Date.
 
(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 Initial Pool Balance, the Loan-to-Value Ratios were based upon a “hypothetical value at stabilization”  rather than the appraised “as-is” value.  The “hypothetical value at stabilization” appraised value of $26,800,000 results in a Cut-off Date LTV Ratio of 74.6%, and the “as-is” value of $20,000,000 results in a Cut-off Date LTV Ratio of 100.0%.  For further information see Annex A-1 to this free writing prospectus. See “Risk Factors—Limitations of Appraisals,” “Transaction Parties—The Sponsors and Mortgage Loan Sellers—JPMorgan Chase, National Association—Exceptions to JPMCB’s Disclosed Underwriting Guidelines” and “—Assessments of Property Value and Condition—Appraisals” in this free writing prospectus. The remaining mortgage loans were calculated using “as-is” values as described under “—Additional Mortgage Loan Information” in this free writing prospectus.
 
(6)
For each mortgage loan related to a Whole Loan (each as described below), the calculation of the Loan-to-Value Ratios and UW NCF DSCRs include the principal balance and debt service payment of the related pari passu companion loan.
 
(7)
For each partial interest-only loan, the UW NCF DSCR 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 UW NCF DSCR 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 48.2% of Initial Pool Balance by allocated loan amount, certain assumptions and/or adjustments were made to the occupancy, UW NCF and UW NCF DSCRs reflected in the table above. For specific discussions on those particular assumptions and adjustments, see “—Net Cash Flow and Certain
 
 
S-106

 
 
 
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.
 
Fee & Leasehold Estates; Ground Leases
 
Each mortgage loan is evidenced by one or more promissory notes (each, a “Mortgage Note”) and secured by one or more mortgages, deeds of trust or other similar security instruments (each, a “Mortgage”). In all cases, the Mortgages create a first mortgage lien (except with respect to the Mortgage Loan referred to as Hyatt Regency Cleveland on Annex A-1 to this free writing prospectus which is a subordinate lien as described under “Description of the Mortgage Pool—Additional Debt” in this free writing prospectus):
 
(1)           on a fee simple estate in one or more commercial properties; and/or
 
(2)           on a leasehold estate in one or more commercial properties; and/or
 
(3)           on a combination of fee simple estates and leasehold estates in one or more commercial properties (each of the fee simple estates and/or leasehold estates described in clauses (1), (2) and/or this clause (3), a “Mortgaged Property”).
 
The table below shows the distribution of underlying interests encumbered by the mortgages related to the Mortgaged Properties:
 
Underlying Estate Distribution(1)
 
 
Underlying Estate
 
Number of
Mortgaged Properties
 
 
Aggregate Cut-off
Date Balance
 
Approx.
% of Initial Pool
Balance
Fee
 
85
 
$1,038,751,830
   
90.5%
Fee/Leasehold
 
1
 
87,500,000
   
7.6
Leasehold
 
3
 
21,900,000
   
1.9
Total:
 
89
 
$1,148,151,830
   
100.0%
 

 
(1)
Because this table presents information relating to Mortgaged Properties and not mortgage loans, the information for mortgage loans secured by more than one Mortgaged Property is based on allocated loan amounts as set forth in Annex A-1.
 
Mortgage loans secured by ground leases present certain bankruptcy and foreclosure risks not present with mortgage loans secured by fee simple estates. See “Risk Factors—Mortgage Loans Secured by Leasehold Interests May Expose Investors to Greater Risks of Default and Loss” in this free writing prospectus and “Risk Factors—Mortgage Loans Secured by Leasehold Interests May Expose Investors to Greater Risks of Default and Loss”, “Certain Legal Aspects of Mortgage Loans—Foreclosure” and “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws” in the prospectus.
 
As regards ground leases, also see representation No. 36 on Annex D-1 to this free writing prospectus and the exceptions to those representations on Annex D-2 to this free writing prospectus.
 
 
S-107

 
 
Mortgage Loan Concentrations
 
Top Ten Mortgage Loans
 
The following table shows certain information regarding the ten largest mortgage loans by Cut-off Date Balance:
 
Loan Name
 
Mortgage
Loan Cut-off
Date Balance
 
Approx.
% of Initial Pool
Balance
   
Loan
per
Unit(1)
 
UW NCF
DSCR(1)
 
Cut-off Date
LTV Ratio(1)
 
Property Type
Meadows Mall
  $109,797,026
      
 
9.6%
   $
533
 
1.49x
   
69.9%
 
Retail
Spirit Portfolio
  $102,134,091
      
 
8.9%
   $
66
 
1.63x
   
59.8%
 
Various
589 Fifth Avenue
 
$87,500,000  
   
7.6%
   $
1,033
 
2.00x
   
59.3%
 
Mixed Use
SanTan Village
 
$82,726,432  
   
7.2%
   $
194
 
2.12x
   
55.6%
 
Retail
Southridge Mall
 
$75,000,000  
   
6.5%
   $
226
 
1.53x
   
69.1%
 
Retail
Texas Industrial Portfolio
 
$73,400,000  
   
6.4%
   $
32
 
1.48x
   
68.6%
 
Industrial
Plaza La Cienega
 
$61,100,000  
   
5.3%
   $
198
 
1.33x
   
64.3%
 
Mixed Use
Embassy Suites Glendale
 
$49,939,536  
   
4.3%
   $
183,601
 
1.74x
   
64.7%
 
Hotel
Sand Creek Crossing
 
$34,947,365  
   
3.0%
   $
139
 
1.46x
   
65.6%
 
Retail
Republic Services Corporate Headquarters
 
$28,000,000  
   
2.4%
   $
184
 
1.59x
   
57.6%
 
Office
                               
Top 3 Total/Weighted Average
  $299,431,116    
26.1%
       
1.69x
   
63.4%
   
Top 5 Total/Weighted Average
  $457,157,548    
39.8%
       
1.74x
   
62.9%
   
Top 10 Total/Weighted Average
  $704,544,449    
61.4%
       
1.66x
   
63.7%
   
 

(1)
In the case of each of the mortgage loans that is part of a Whole Loan, each of which has a pari passu companion loan that is not part of the trust, the Loan per Unit, UW NCF DSCR and Cut-off Date LTV Ratio for such mortgage loan have been calculated based on the principal balance, debt service payment and Underwritten Net Cash Flow for the mortgage loan included in the trust and the related pari passu companion loan in the aggregate.
 
For more information regarding the ten largest mortgage loans and/or loan concentrations and related Mortgaged Properties, see the individual mortgage loan and portfolio descriptions under “Description of Top Ten Mortgage Loans and Additional Mortgage Loan Information” in Annex A-3 to this free writing prospectus. Other than with respect to the top 10 mortgage loans identified in the table above, each of the other mortgage loans represents no more than 2.4% of the Initial Pool Balance.
 
See “Risk Factors—Risks Relating to Mortgage Loan Concentrations and Borrower-Sponsor Concentrations” in this free writing prospectus.
 
Cross-Collateralized Mortgage Loans; Multi-Property Mortgage Loans and Related Borrower Mortgage Loans
 
The pool of mortgage loans will include three (3) mortgage loans (identified as Loan Nos. 2, 6 and 11 on Annex A-1 to this free writing prospectus), representing approximately 17.7% of the Initial Pool Balance, which are each secured by two or more properties (other than through cross-collateralization of that mortgage loan with other mortgage loans). In some cases, however, the amount of the mortgage lien encumbering a particular property may be less than the full amount of indebtedness under the mortgage loan, generally to minimize recording tax. In such instances, the mortgage amount may equal a specified percentage (generally ranging from 100% to 150%, inclusive) of the appraised value or allocated loan amount for the particular Mortgaged Property. This would limit the extent to which proceeds from that property would be available to offset declines in value of the other Mortgaged Properties securing the same mortgage loan or group of cross-collateralized mortgage loans.  See “Risk Factors—The Volatile Economy and Credit Crisis May Increase Loan Defaults and Affect the Value and Liquidity of Your Investment” in this free writing prospectus.
 
 
S-108

 
 
The table below shows each individual mortgage loan that is secured by two or more Mortgaged Properties.
 
Multi-Property Mortgage Loans
 
 
Mortgage Loan/Property Portfolio Names
 
 
Aggregate Cut-off
Date Balance
 
Approx.
% of Initial Pool
Balance
Spirit Portfolio
 
$102,134,091
   
8.9
Texas Industrial Portfolio
 
73,400,000
   
6.4
 
Copper Creek Portfolio
 
27,760,000
   
2.4
 
Total
 
$203,294,091
   
17.7
%
 

 
Two (2) groups of mortgage loans comprised of four (4) mortgage loans (identified as Loan Nos. 20, 27, 31 and 34 on Annex A-1 to this free writing prospectus), representing approximately 3.9% of the Initial Pool Balance, are not cross-collateralized but have sponsors related to each other, but no group of mortgage loans having sponsors that are related to each other represents more than approximately 2.3% of the Initial Pool Balance.  The following table shows each group of mortgage loans having borrowers that are related to each other.  See “Risk Factors—Risks Relating to Mortgage Loan Concentrations and Borrower-Sponsor Concentrations” in this free writing prospectus in addition to Annex-A-1 to this free writing prospectus.
 
Related Borrower Loans
 
 
Mortgage Loan/Property Portfolio Names
 
Aggregate
Cut-off Date Principal
Balance
 
Approx.
% of Initial Pool
Balance
Group 1:
           
Sky Harbor Manufactured Housing
 
$   18,580,000
   
1.6
Colonial Village and Valley View
 
7,440,000
   
0.6
 
   Total for Group 1:
 
$   26,020,000
   
2.3
Group 2:
           
Prime Center at Northridge
 
$   10,217,099
   
0.9
%
Market at Lake Tapps
 
8,278,284
   
0.7
 
   Total for Group 2:
 
$   18,495,384
   
1.6
%
 
Mortgage loans with related borrowers are identified under “Related Borrower” on Annex A-1 to this free writing prospectus. See “Risk Factors—Risks Relating to Mortgage Loan Concentrations and Borrower-Sponsor Concentrations” in this free writing prospectus in addition to Annex A-1 and the footnotes related thereto.
 
Tenancies-in-Common
 
One (1) Mortgaged Property (identified as Loan No. 3 on Annex A-1 to this free writing prospectus), securing a mortgage loan representing 7.6% of the Initial Pool Balance, has one or more borrowers or fee owners who have signed an accommodation mortgage that own all or a portion of the related Mortgaged Property as tenants-in-common, and the respective tenants-in-common have agreed to a waiver of their rights of partition. See “Risk Factors—Tenancies-in-Common May Hinder Recovery” in this free writing prospectus.
 
 
S-109

 
 
Property Type Concentrations
 
The table below shows the property type concentrations of the Mortgaged Properties:
 
Property Type Distribution(1)
 
 
Property Type
 
Number of
Mortgaged
Properties
 
 
Aggregate Cut-off
Date Balance
 
Approx.
% of Initial Pool
Balance
Retail
 
34
   
$497,603,153
   
43.3
Hotel
 
10
   
169,072,561
   
14.7
 
Mixed Use
 
5
   
161,422,389
   
14.1
 
Office
 
8
   
137,207,240
   
12.0
 
Industrial
 
26
   
126,996,626
   
11.1
 
Manufactured Housing
 
3
   
29,615,216
   
2.6
 
Multifamily
 
3
   
26,234,645
   
2.3
 
Total:
 
89
   
$1,148,151,830
   
100.0
%
 

(1)
Because this table presents information relating to Mortgaged Properties and not mortgage loans, the information for mortgage loans secured by more than one Mortgaged Property is based on allocated loan amounts as set forth in Annex A-1 to this free writing prospectus.
 
With respect to the retail properties and mixed use properties with retail components set forth in the above chart, we note in particular the following:
 
 
In the case of one (1) Mortgaged Property (identified as Loan No. 1 on Annex A-1 to this free writing prospectus), securing a mortgage loan, representing approximately 9.6% of the Initial Pool Balance, a competing regional mall is under construction approximately nine miles away from the Mortgaged Property, with the first phase scheduled to be completed in 2015.  See “Risk Factors—Risks Associated with Retail Properties” in this free writing prospectus.
 
 
Thirty-three (33) of the Mortgaged Properties (identified as Loan Nos. 1, 2.02, 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 2.12, 2.13, 2.14, 2.15, 2.16, 2.17, 2.18, 2.19, 2.20, 2.21. 2.22, 2.23, 4, 5, 9, 13, 16, 19, 22, 29, 31, 33, 37, 39 and 45 on Annex A-1 to this free writing prospectus), securing fifteen (15) mortgage loans, representing approximately 42.9% of the Initial Pool Balance by allocated loan amount, are considered by the applicable sponsor to have an “anchor tenant”, which tenants occupy space at the related property, but may or may not occupy space that is collateral for the related mortgage loan. These Mortgaged Properties may also benefit from an additional “shadow anchor” tenant.
 
 
Three (3) of the Mortgaged Properties (identified as Loan Nos. 4, 13 and 36 on Annex A-1 to this free writing prospectus), securing three (3) mortgage loans, representing approximately 10.1% of the Initial Pool Balance, are secured by a property that has a theater as one of the five largest tenants (by net rentable area leased) at the Mortgaged Property. See “Risk Factors—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” and “—Tenant Bankruptcy Entails Risks” in this free writing prospectus.
 
 
Four (4) of the Mortgaged Properties (identified as Loan Nos. 22, 36, 41 and 42 on Annex A-1 to this free writing prospectus), securing four (4) mortgage loans, representing approximately 2.8% of the Initial Pool Balance, have one or more restaurants among the five largest tenants (by net rentable area leased) at the Mortgaged Property.
 
 
Four (4) of the Mortgaged Properties (identified as Loan Nos. 2.05, 2.06, 7 and 39 on Annex A-1 to this free writing prospectus), securing three (3) mortgage loans, representing approximately 6.9% of the Initial Pool Balance by allocated loan amount, have one or more fitness centers as part of its retail mix. See “Risk Factors—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” in this free writing prospectus.
 
 
S-110

 
 
See “Risk Factors—Risks Associated with Retail Properties” in this free writing prospectus.
 
With respect to the office properties set forth in the above chart, we note in particular the following:
 
 
One (1) Mortgaged Property (identified as Loan No. 21 on Annex A-1 to this free writing prospectus), securing a mortgage loan representing approximately 1.6% of the Initial Pool Balance, is listed on the National Register of Historic Places.  Such property has restrictions related to renovations, construction or other restrictions.  See “Risk Factors—Zoning Compliance, Use Restrictions and Condemnation May Adversely Affect Property Value” and “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses”.
 
With respect to the hotel properties set forth in the above chart, we note in particular the following:
 
 
Ten (10) Mortgaged Properties (identified as Loan Nos. 8, 14, 15, 24, 25, 26, 28, 30, 32 and 40 on Annex A-1 to this free writing prospectus), securing ten (10) mortgage loans, representing approximately 14.7% of the Initial Pool Balance by allocated loan amount, are affiliated with a franchise, licensing or hotel management company through a franchise or management agreement. See “Risk Factors—Risks Relating to Affiliation with a Franchise or Hotel Management Company” in this free writing prospectus.
 
 
One (1) Mortgaged Property (identified as Loan No. 8 on Annex A-1 to this free writing prospectus), securing a mortgage loan representing approximately 4.3% of the Initial Pool Balance, is identified as a hotel property even though it is comprised of a mixture of hotel and restaurant facilities.
 
 
One (1) Mortgaged Property (identified as Loan No. 26 on Annex A-1 to this free writing prospectus), securing a mortgage loan representing approximately 1.1% of the Initial Pool Balance, is identified as a hotel property even though it is comprised of a mixture of hotel and retail facilities.
 
 
One (1) Mortgaged Property (identified as Loan No. 26 on Annex A-1 to this free writing prospectus), securing a mortgage loan representing approximately 1.1% of the Initial Pool Balance, is listed on the National Register of Historic Places.  Such property has restrictions related to renovations, construction or other restrictions.  See “Risk Factors—Zoning Compliance, Use Restrictions and Condemnation May Adversely Affect Property Value” and “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses”.
 
 
One (1) Mortgaged Property (identified as Loan No. 8 on Annex A-1 to this free writing prospectus), securing a mortgage loan representing approximately 4.3% of the Initial Pool Balance is subject to a certain grant deed between the borrower and the City of Glendale, which deed contains a covenant to use the Mortgaged Property solely and perpetually as a first class hotel.  A violation of this use restriction triggers the City of Glendale’s right to terminate the interest in the Mortgaged Property granted to the borrower.  Pursuant to the terms of the deed, this covenant terminates in August 2015.  After a foreclosure, the trust may be restricted by this provision from converting the mortgaged property to an alternative use. See “Risk Factors—Zoning Compliance, Use Restrictions and Condemnation May Adversely Affect Property Value” and “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses”.
 
See “Risk Factors—Hotel Properties Have Special Risks” and “—Risks Relating to Affiliation with a Franchise or Hotel Management Company” in this free writing prospectus.
 
 
S-111

 
 
Geographic Concentrations
 
The Mortgaged Properties are located in 26 states. The following table lists the states that have concentrations of Mortgaged Properties of 5% or more of the Initial Pool Balance:
 
Geographic Distribution(1)
 
 
Geographic Location
 
Number of
Mortgaged
Properties
 
 
Aggregate Cut-off
Date Balance
 
Approx.
% of Initial Pool
Balance
California
 
4
   
$155,486,901
   
13.5
New York
 
6
   
142,681,756
   
12.4
 
Arizona
 
3
   
120,326,432
   
10.5
 
Texas
 
26
   
113,478,532
   
9.9
 
Nevada
 
1
   
109,797,026
   
9.6
 
Illinois
 
6
   
84,893,852
   
7.4
 
Wisconsin
 
1
   
75,000,000
   
6.5
 
Total:
 
47
   
$801,664,499
   
69.8
%
 

(1)
Because this table presents information relating to Mortgaged Properties and not mortgage loans, the information for mortgage loans secured by more than one Mortgaged Property is based on allocated loan amounts as set forth in Annex A-1.
 
The remaining Mortgaged Properties are located throughout 19 other states, with no more than 4.3% of the Initial Pool Balance by allocated loan amount secured by Mortgaged Properties located in any such jurisdiction.
 
Repayments by borrowers and the market value of the related Mortgaged Properties could be affected by economic conditions generally or specific to geographic areas or the regions of the United States, particularly where Mortgaged Properties are concentrated in distinct geographic areas. In this regard, we note that the Mortgaged Properties included in the trust include the following:
 
 
Seven (7) Mortgaged Properties (identified as Loan Nos. 7, 8, 9, 24, 30, 31 and 43 on Annex A-1 to this free writing prospectus), securing seven (7) mortgage loans, representing approximately 15.9% of the Initial Pool Balance, are located in areas that are considered a high earthquake risk (seismic zones 3 or 4). These Mortgaged Properties are located in California and Washington.  Seismic reports were prepared with respect to these Mortgaged Properties, and based on those reports, no Mortgaged Property has a probable maximum loss in excess of 18%.
 
 
Fifty-three (53) Mortgaged Properties (identified as Loan Nos. 2, 6, 7, 9, 16, 19, 30, 32, 38 and 42 on Annex A-1 to this free writing prospectus), securing ten (10) mortgage loans, representing approximately 29.6% of the Initial Pool Balance by allocated loan amount, are located in coastal areas in states or territories more susceptible to hurricanes.
 
See “Risk Factors—Geographic Concentration Entails Risks” in this free writing prospectus.
 
Additional Debt
 
General. Substantially all of the mortgage loans permit the related borrower to incur limited indebtedness in the ordinary course of business that is not secured by the related Mortgaged Property. Moreover, in general, any borrower that does not meet single purpose entity criteria may not be restricted from incurring unsecured debt.
 
The terms of certain mortgage loans permit the borrowers to post letters of credit and/or surety bonds for the benefit of the mortgagee under the mortgage loans, which may constitute a contingent reimbursement obligation of the related borrower or an affiliate. The issuing bank or surety will not typically agree to subordination and standstill protection benefiting the mortgagee.  See “Risk Factors—Additional Debt or the Ability To Incur Other Borrowings Entails Risk” in this free writing prospectus.
 
 
S-112

 
 
Pari Passu Split Loans.  The mortgage loans secured by the Mortgaged Properties identified on Annex A-1 to this free writing prospectus as “Meadows Mall”, “589 Fifth Avenue”, “SanTan Village” and “Southridge Mall” are each evidenced by one of two pari passu mortgage notes secured by a single mortgage and a single assignment of leases and rents or by the same set of mortgages and assignments of leases and rents in the case of any Whole Loan secured by multiple Mortgaged Properties.
 
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 Initial Pool Balance, has a pari passu companion loan that is not included in the trust, and which is referred to in this free writing prospectus as the “Meadows Mall Pari Passu Companion Loan”. Together, the Meadows Mall Mortgage Loan and the Meadows Mall Pari Passu Companion Loan, are referred to in this free writing prospectus as the “Meadows Mall Whole Loan”, and comprises the entire mortgage loan evidenced by those interests.
 
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 Initial Pool Balance, has a pari passu companion loan that is not included in the trust, and which is referred to in this free writing prospectus as the “589 Fifth Avenue Pari Passu Companion Loan”. Together, the 589 Fifth Avenue Mortgage Loan and the 589 Fifth Avenue Pari Passu Companion Loan, are referred to in this free writing prospectus as the “589 Fifth Avenue Whole Loan”, and comprises the entire mortgage loan evidenced by those interests.
 
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 Initial Pool Balance, has a pari passu companion loan that is not included in the trust, and which is referred to in this free writing prospectus as the “SanTan Village Pari Passu Companion Loan”. Together, the SanTan Village Mortgage Loan and the SanTan Village Pari Passu Companion Loan, are referred to in this free writing prospectus as the “SanTan Village Whole Loan”, and comprises the entire mortgage loan evidenced by those interests.
 
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 Initial Pool Balance, has a pari passu companion loan that is not included in the trust, and which is referred to in this free writing prospectus as the “Southridge Mall Pari Passu Companion Loan”. Together, the Southridge Mall Mortgage Loan and the Southridge Mall Pari Passu Companion Loan, are referred to in this free writing prospectus as the “Southridge Mall Whole Loan”, and comprises the entire mortgage loan evidenced by those interests.
 
The Meadows Mall Pari Passu Companion Loan, the 589 Fifth Avenue Pari Passu Companion Loan, the SanTan Village Pari Passu Companion Loan and the Southridge Mall Pari Passu Companion Loan are sometimes referred to in this free writing prospectus, individually or collectively, as the context requires, as a “Companion Loan”.  In addition, the Meadows Mall Whole Loan, the 589 Fifth Avenue Whole Loan, the SanTan Village Whole Loan and the Southridge Mall Whole Loan are sometimes referred to in this free writing prospectus, individually or collectively, as the context requires, as a “Whole Loan”.
 
Each of the Whole Loans will initially be serviced by the master servicer and the special servicer pursuant to the Pooling and Servicing Agreement (except for the 589 Fifth Avenue Whole Loan, which will be serviced by the 2013-C13 Master Servicer and the 2013-C13 Special Servicer pursuant to the 2013-C13 Pooling and Servicing Agreement and the applicable intercreditor agreement) and the applicable intercreditor agreement.
 
Serviced Mortgage Loan” means each of the Meadows Mall Mortgage Loan, the SanTan Village Mortgage Loan and the Southridge Mall Mortgage Loan.
 
Non-Serviced Mortgage Loan” means the 589 Fifth Avenue Mortgage Loan.
 
Serviced Whole Loan” means each of the Meadows Mall Whole Loan, the SanTan Village Whole Loan and the Southridge Mall Whole Loan.
 
Non-Serviced Whole Loan” means the 589 Fifth Avenue Whole Loan.
 
 
S-113

 
 
Serviced Pari Passu Companion Loan” means each of the Meadows Mall Companion Loan, the SanTan Village Companion Loan and the Southridge Mall Companion Loan).
 
Non-Serviced Pari Passu Companion Loan” means the 589 Fifth Avenue Companion Loan.
 
The Serviced Pari Passu Companion Loans and Non-Serviced Pari Passu Companion Loan are sometimes referred to in this free writing prospectus as “Pari Passu Companion Loans”.
 
Information regarding each Whole Loan and its related Companion Loan as of the Cut-off Date is as set forth in the following table:
 
Pari Passu Split Loan Summary
 
 
Loan No.
 
 
Whole Loan
 
 
Mortgage Loan
Cut-off Date
Balance
 
Approx.
% of
Initial
Pool
Balance
 
 
Pari Passu
Companion
Loan Original
Balance
 
Subordinate
Companion
Loan
Original
Balance
 
 
Mortgage Loan UW NCF
DSCR(1)
 
 
Whole
Loan UW NCF
DSCR(1)
 
Mortgage Loan Cut-
off Date
LTV
Ratio(1)
 
Whole
Loan Cut-
off
Date LTV Ratio(1)
1
 
Meadows Mall
 
$   109,797,026
 
9.6%
 
$54,399,435
   
N/A
 
1.49x
 
1.49x
 
69.9%
 
69.9%
3
 
589 Fifth Avenue
 
$   87,500,000
 
7.6%
 
$87,500,000
   
N/A
 
2.00x
 
2.00x
 
59.3%
 
59.3%
4
 
SanTan Village
 
$   82,726,432
 
7.2%
 
$54,818,720
   
N/A
 
2.12x
 
2.12x
 
55.6%
 
55.6%
5
 
Southridge Mall
 
$   75,000,000
 
6.5%
 
$50,000,000
   
N/A
 
1.53x
 
1.53x
 
69.1%
 
69.1%
 

(1)
The Whole Loan is comprised of two pari passu loans and UW NCF DSCR and LTV Ratios are presented on an aggregate basis.
 
Mezzanine Debt. Although the mortgage loans generally place certain restrictions on incurring mezzanine debt by the pledging of general partnership and managing member equity interests in a borrower, such as specific percentage or control limitations, the terms of the Mortgages generally permit, subject to certain limitations, the pledge of less than a controlling portion of the limited partnership or non-managing membership equity interests in a borrower. Certain mortgage loans described below permit the incurrence of mezzanine debt subject to satisfaction of certain conditions including a certain maximum combined loan-to-value ratio and/or a minimum combined DSCR, and in some cases mezzanine debt is already in place; provided, however, that with respect to the SanTan Village Whole Loan, there is no maximum combined loan-to-value ratio or minimum combined DSCR required in connection with the future permitted mezzanine debt. Also, certain of the mortgage loans do not restrict the pledging of ownership interests in the related borrower, but do restrict the transfer of ownership interests in a borrower by imposing limitations on transfer of control or a specific percentage of ownership interests. In addition, in general, a borrower that does not meet single-purpose entity criteria may not be restricted in any way from incurring mezzanine debt. To the extent that a direct or indirect equity owner in a mortgage borrower has previously incurred, or in the future incurs, mezzanine debt secured by its equity interests, the holders of such mezzanine loans may have (or, in the case of the existing mezzanine loans described below, do have) the right to cure certain defaults occurring on the related mortgage loan, consent rights over certain modifications, waivers and amendments of the related mortgage loan, and the right to purchase the related mortgage loan if certain defaults on the related mortgage loan occur. The purchase price generally required to be paid in connection with the purchase of a mortgage loan by a mezzanine lender is equal to the outstanding principal balance of the related mortgage loan, together with accrued and unpaid interest (other than default interest) on, and unpaid servicing expenses, liquidation fees in certain circumstances, protective advances and interest on Advances related to, such mortgage loan. However, with respect to permitted future mezzanine loans, that price may have different components. In addition, the holder of the mezzanine debt typically is able to foreclose upon the ownership interests in the related borrower subject to the terms of an intercreditor agreement, which typically require either confirmation from each Rating Agency that the transfer would not result in the downgrade, withdrawal or qualification of the then-current ratings assigned to any class of certificates offered hereby, lender approval or that the holder of the ownership interests is an entity which meets certain financial and other tests under the related intercreditor agreement.  See “Risk Factors—Additional Debt or the Ability To Incur Other Borrowings Entails Risk” in this free writing prospectus.
 
 
S-114

 
 
Existing Mezzanine Debt. As of the Cut-off Date, the mortgage loan sellers have informed us that they are aware of the following mezzanine indebtedness with respect to mortgage loans the mortgage loan sellers are selling to the depositor.
 
 
Loan
No.
 
 
Mortgage Loan
 
Mortgage
Loan Cut-off
Date
Balance
 
Approx. % of Initial Pool Balance
 
Mezzanine
Loan Cut-off
Date Balance
 
Mortgage Loan UW NCF
DSCR
 
Combined
UW NCF
DSCR(1)
 
Mortgage
Loan Cut-off Date LTV
Ratio
 
Combined Cut-off
Date LTV Ratio(2)
6
 
Texas Industrial Portfolio
 
$73,400,000
   
6.4%
 
$7,418,500
   
1.48x
 
1.27x
 
68.6%
 
75.6%
11
 
Copper Creek Portfolio
 
$27,760,000
   
2.4%
 
$6,000,000
   
1.55x
 
1.13x
 
69.7%
 
84.8%
12
 
575 Maryville Centre Drive
 
$26,371,384
   
2.3%
 
$2,600,000
   
1.48x
 
1.29x
 
65.9%
 
72.4%
28
 
Element Dallas Fort Worth
Airport North
 
$10,000,000
   
0.9%
 
$3,000,000
   
1.89x
 
1.24x
 
62.9%
 
81.8%
 

(1)
The combined UW NCF DSCR reflects the combined UW NCF DSCR for the aggregate of all mortgage debt (regardless of lien priority) and mezzanine debt related to the Mortgaged Property.
 
(2)
The combined Cut-off Date LTV Ratio reflects the combined Cut-off Date LTV Ratio for the aggregate of all mortgage debt (regardless of lien priority) and mezzanine debt related to the Mortgaged Property.
 
Certain risks relating to additional debt are described in “Risk Factors—Additional Debt or the Ability To Incur Other Borrowings Entails Risk” and “Certain Legal Aspects of the Mortgage Loans” in this free writing prospectus.
 
Future Mezzanine Debt. With respect to the mortgage loans listed in the following chart, the mortgage loan sellers have informed us that the direct and indirect equity owners of the borrower are permitted to incur future mezzanine debt, subject to the satisfaction of conditions contained in the related loan documents, including, among other things, the combined maximum loan-to-value ratio and the combined minimum DSCR, as listed in the following chart and determined in accordance with the related loan documents.  With respect to the SanTan Village Whole Loan, the permitted future mezzanine debt relates to a corporate financing of the sponsor of the borrower or its affiliates (excluding the related borrower), and there is no maximum combined loan-to-value ratio or minimum combined DSCR required in connection with the future permitted mezzanine debt and there is no requirement for an intercreditor agreement between the lenders.
 
Loan
No.
 
Mortgage Loan
 
 
Mortgage Loan
Cut-off Date Balance
 
Combined
Maximum LTV
Ratio
   
Combined Minimum DSCR
1
 
Meadows Mall(1)
 
$   109,797,026
   
63%
 
1.57x
4
 
SanTan Village
 
$     82,726,432
   
N/A(2)
 
N/A(2)
13
 
Country Club Mall
 
$     26,150,000
   
  67.5%
 
1.35x
 

(1)
The mortgage loan documents also require a combined debt yield of 9.47%.
 
(2)
The loan documents do not contain combined maximum LTV Ratio and Combined Minimum DSCR tests. The mortgage loan documents do require that the value of the pledged equity constitute no more than 15% of the total value of the assets securing such financing.
 
The mortgage loans may also permit mezzanine debt in circumstances where, if the mezzanine lender were to take possession of the equity collateral, such transfer would not trigger any due-on-sale clause.
 
Generally, upon a default under a mezzanine loan, the holder of the mezzanine loan would be entitled to foreclose upon the equity in the related borrower, which has been pledged to secure payment of such mezzanine debt. Although this transfer of equity may not trigger the due-on-sale clause under the related mortgage loan, it could cause a change in control of the borrower and/or cause the obligor under the mezzanine debt to file for bankruptcy, which could negatively affect the operation of the related Mortgaged Property and the related borrower’s ability to make payments on the related mortgage loan in a timely manner.
 
 
S-115

 
 
Certain risks relating to additional debt are described in “Risk Factors—Additional Debt or the Ability To Incur Other Borrowings Entails Risk” and “Certain Legal Aspects of the Mortgage Loans” in this free writing prospectus.
 
Unsecured Debt. Substantially all of the mortgage loans permit the related borrower to incur limited indebtedness in the ordinary course of business that is not secured by the related Mortgaged Property. Moreover, in general, any borrower that does not meet single purpose entity criteria may not be restricted from incurring unsecured debt.
 
See “Risk Factors—Additional Debt or the Ability To Incur Other Borrowings Entails Risk” in this free writing prospectus.
 
The Meadows Mall Whole Loan
 
 
General
 
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 Initial Pool Balance, is part of a split loan structure comprised of two mortgage notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property.
 
The Meadows Mall Mortgage Loan is evidenced by a promissory note with a Cut-off Date Balance of $109,797,026.  The Meadows Mall Pari Passu Companion Loan is evidenced by another promissory note with a Cut-off Date Balance of $54,399,435 and is not included in the trust.  Only the Meadows Mall Mortgage Loan is included in the trust.  The Meadows Mall Mortgage Loan and the Meadows Mall Pari Passu Companion Loan are pari passu with each other in terms of priority and are collectively referred to in this free writing prospectus as the Meadows Mall Whole Loan.  It is anticipated that the Meadows Mall Pari Passu Companion Loan will be included in a future securitization; however, we cannot assure you that this will ultimately occur.
 
The holders (the “Meadows Mall Noteholders”) of each promissory note comprising the Meadows Mall Whole Loan have entered into a co-lender agreement (the “Meadows Mall Intercreditor Agreement”) that sets forth the respective rights of each Meadows Mall Noteholder.  Pursuant to the terms of the Meadows Mall Intercreditor Agreement, the Meadows Mall Whole Loan will be serviced and administered pursuant to the Pooling and Servicing Agreement by the master servicer and the special servicer, as the case may be, according to the Servicing Standard.  The Meadows Mall Intercreditor Agreement provides that expenses, losses and shortfalls relating to the Meadows Mall Whole Loan will be allocated on a pro rata basis to the Meadows Mall Noteholders.
 
 
Servicing
 
The Meadows Mall Whole Loan and any related REO Property will be serviced and administered by the master servicer and, if necessary, the special servicer, pursuant to the Pooling and Servicing Agreement, in the manner described under “Servicing of the Mortgage Loans” in this free writing prospectus, but subject to the terms of the Meadows Mall Intercreditor Agreement. In servicing the Meadows Mall Whole Loan, the Servicing Standard set forth in the Pooling and Servicing Agreement will require the master servicer and the special servicer to take into account the interests, as a collective whole, of both the Certificateholders and the holder of the Meadows Mall Pari Passu Companion Loan.
 
Amounts payable to the trust as holder of the Meadows Mall Mortgage Loan pursuant to the Meadows Mall Intercreditor Agreement will be included in the Available Distribution Amount for the related Distribution Date to the extent described in this free writing prospectus, and amounts payable to the holder of the Meadows Mall Pari Passu Companion Loan will be distributed to such holder net of certain fees and expenses on the Meadows Mall Pari Passu Companion Loan as set forth in the Meadows Mall Intercreditor Agreement and will not be available for distributions on the Offered Certificates.
 
 
S-116

 
 
 
Application of Payments
 
The Meadows Mall Intercreditor Agreement sets forth the respective rights of the holder of the Meadows Mall Mortgage Loan and the holder of the Meadows Mall Pari Passu Companion Loan with respect to distributions of funds received in respect of the Meadows Mall Whole Loan, and provides, in general, that:
 
 
the Meadows Mall Mortgage Loan and the Meadows Mall Pari Passu Companion Loan are of equal priority with each other and no portion of either of them will have priority or preference over any portion of the other or security therefor;
 
 
all payments, proceeds and other recoveries on or in respect of the Meadows Mall Whole Loan or the related Mortgaged Property will be applied to the Meadows Mall Mortgage Loan and the Meadows Mall Pari Passu Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment of amounts for required reserves or escrows required by the related mortgage loan documents and payment and reimbursement rights of the master servicer, the special servicer, the senior trust advisor, the certificate administrator and the trustee) in accordance with the terms of the Meadows Mall Intercreditor Agreement and the Pooling and Servicing Agreement; and
 
 
costs, fees, expenses, losses and shortfalls relating to the Meadows Mall Whole Loan will be allocated, on a pro rata and pari passu basis, to the Meadows Mall Mortgage Loan and the Meadows Mall Pari Passu Companion Loan in accordance with the terms of the Meadows Mall Intercreditor Agreement and the Pooling and Servicing Agreement.
 
Notwithstanding the foregoing, if a P&I Advance is made with respect to the Meadows Mall Mortgage Loan pursuant to the terms of the Pooling and Servicing Agreement, then that P&I Advance, together with interest on that P&I Advance, may only be reimbursed out of future payments and collections on the Meadows Mall Mortgage Loan or, as and to the extent described under “Description of the Certificates—Advances” in this free writing prospectus, on other mortgage loans, but not out of payments or other collections on the Meadows Mall Pari Passu Companion Loan or any loans included in any future securitization trust related to the Meadows Mall Pari Passu Companion Loan.
 
Certain costs and expenses (such as a pro rata share of a Servicing Advance) allocable to the Meadows Mall Pari Passu Companion Loan may be paid or reimbursed out of payments and other collections on the mortgage pool, subject to the trust’s right to reimbursement from future payments and other collections on the Meadows Mall Pari Passu Companion Loan or from general collections with respect to the securitization of the Meadows Mall Pari Passu Companion Loan.  This may result in temporary (or, if not ultimately reimbursed, permanent) shortfalls to holders of the certificates.
 
 
Consultation and Control
 
The controlling noteholder under the Meadows Mall Intercreditor Agreement will be the trust as holder of the Meadows Mall Mortgage Loan; provided that, prior to the occurrence and continuance of a Control Event, the Controlling Class Certificateholder (or the Directing Certificateholder on its behalf) will be entitled to exercise the rights of the controlling noteholder with respect to the Meadows Mall Whole Loan.  The Directing Certificateholder will be entitled to exercise all of the rights of the trust in its capacity as the controlling noteholder under the Meadows Mall Intercreditor Agreement, as set forth under “Servicing of the Mortgage Loans—The Directing Certificateholder” with respect to the Meadows Mall Whole Loan, and the implementation of any recommended actions outlined in an Asset Status Report with respect to the Meadows Mall Whole Loan will require the special servicer to consult with the Directing Certificateholder as and to the extent described in this free writing prospectus under “Servicing of the Mortgage Loans—General”.  Pursuant to the terms of the Pooling and Servicing Agreement, the Directing Certificateholder will have the same consent and/or consultation rights with respect to the Meadows Mall Whole Loan as it does, and for so long as it does, with respect to the other mortgage loans included in the trust.
 
 
S-117

 
 
In addition, pursuant to the terms of the Meadows Mall Intercreditor Agreement, the holder of the Meadows Mall Pari Passu Companion Loan (or its representative which, at any time the Meadows Mall Pari Passu Companion Loan is included in a securitization, may be the controlling class certificateholder for that securitization or any other party assigned the rights to exercise the rights of the holder of the Meadows Mall Pari Passu Companion Loan, as and to the extent provided in the related pooling and servicing agreement) will (i) have the right to receive copies of all notices, information and reports that the master servicer or special servicer, as applicable, is required to provide to the Directing Certificateholder (within the same time frame such notices, information and reports are or would have been required to be provided to the Directing Certificateholder under the Pooling and Servicing Agreement without regard to the occurrence of a Control Event or Consultation Termination Event) with respect to any major decisions to be taken with respect to the Meadows Mall Whole Loan or the implementation of any recommended action outlined in an Asset Status Report relating to the Meadows Mall Whole Loan and (ii) have the right to be consulted on a strictly non-binding basis to the extent the holder of the Meadows Mall Pari Passu Companion Loan requests consultation with respect to certain major decisions to be taken with respect to the Meadows Mall Whole Loan or the implementation of any recommended action outlined in an Asset Status Report relating to the Meadows Mall Whole Loan.  The consultation right of the holder of the Meadows Mall Pari Passu Companion Loan (or its representative) will expire 10 business days following the delivery of written notice and information relating to the matter subject to consultation whether or not the holder of the Meadows Mall Pari Passu Companion Loan (or its representative) has responded within such period; provided that if the master servicer or special servicer, as applicable, proposes a new course of action that is materially different from the actions previously proposed, the 10 business-day consultation period will be deemed to begin anew from the date of delivery of such new proposal and delivery of all information related to such new proposal.  Notwithstanding the consultation rights of the holder of the Meadows Mall Pari Passu Companion Loan (or its representative) described above, the master servicer or special servicer, as applicable, is permitted to take any material action or any action set forth in the Asset Status Report before the expiration of the aforementioned 10 business-day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the Meadows Mall Mortgage Loan and the Meadows Mall Pari Passu Companion Loan.  Neither the master servicer nor the special servicer will be obligated at any time to follow or take any alternative actions recommended by the holder of the Meadows Mall Pari Passu Companion Loan (or its representative, including, if the Meadows Mall Pari Passu Companion Loan has been contributed to a securitization, the related controlling class representative).
 
In addition to the consultation rights of the holder of the Meadows Mall Pari Passu Companion Loan (or its representative) described above, pursuant to the terms of the Meadows Mall Intercreditor Agreement, the holder of the Meadows Mall Pari Passu Companion Loan (or its representative) will have the right to attend (in-person or telephonically in the discretion of the master servicer or special servicer, as applicable) annual meetings with the master servicer or special servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the master servicer or special servicer, as applicable, for the purpose of discussing servicing issues related to the Meadows Mall Whole Loan.
 
 
Sale of Defaulted Meadows Mall Whole Loan
 
Pursuant to the terms of the Meadows Mall Intercreditor Agreement, if the Meadows Mall Whole Loan becomes a defaulted mortgage loan, and if the special servicer determines to sell the Meadows Mall Mortgage Loan that has become a Specially Serviced Mortgage Loan in accordance with the Pooling and Servicing Agreement, then the special servicer will be required to sell the Meadows Mall Pari Passu Companion Loan together with the Meadows Mall Mortgage Loan as one whole loan.  In connection with any such sale, the special servicer will be required to follow the procedures set forth under “Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans.
 
Notwithstanding the foregoing, the special servicer will not be permitted to sell the Meadows Mall Whole Loan if it becomes a defaulted mortgage loan without the written consent of the holder of the Meadows Mall Pari Passu Companion Loan (provided that such consent is not required if the holder of the Meadows Mall Pari Passu Companion Loan is the borrower or an affiliate of the borrower) unless the special servicer has delivered to the holder of the Meadows Mall Pari Passu Companion Loan: (a) at least
 
 
S-118

 
 
15 business days prior written notice of any decision to attempt to sell the Meadows Mall Whole Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the special servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the Meadows Mall Whole Loan, and any documents in the servicing file reasonably requested by the holder of the Meadows Mall Pari Passu Companion Loan that are material to the price of the Meadows Mall Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the master servicer or the special servicer in connection with the proposed sale; provided that the holder of the Meadows Mall Pari Passu Companion Loan may waive any of the delivery or timing requirements set forth in this sentence.  Subject to the terms of the Pooling and Servicing Agreement, the holder of the Meadows Mall Pari Passu Companion Loan (or its representative) will be permitted to bid at any sale of the Meadows Mall Whole Loan (unless such person is the borrower or an agent or affiliate of the borrower).
 
See “Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans” below in this free writing prospectus.
 
 
Special Servicer Appointment Rights
 
Pursuant to the Meadows Mall Intercreditor Agreement, the controlling noteholder with respect to the Meadows Mall Whole Loan (which will be the trust) will have the right, with or without cause, to replace the special servicer then acting with respect to the Meadows Mall Whole Loan and appoint a replacement special servicer in lieu thereof without the consent of the holder of the Meadows Mall Pari Passu Companion Loan.  The Directing Certificateholder (prior to a Control Event), and the applicable certificateholders with the requisite percentage of Voting Rights (after a Control Event) will exercise the rights of the trust as controlling noteholder, and will have the right, with or without cause, to replace the special servicer then acting with respect to the Meadows Mall Whole Loan and appoint a replacement special servicer in lieu thereof, as described under “Servicing of the Mortgage Loans—Rights Upon Servicer Termination Event” in this free writing prospectus.
 
The 589 Fifth Avenue Whole Loan
 
 
General
 
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 Initial Pool Balance, is part of a split loan structure comprised of two mortgage notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property.
 
The 589 Fifth Avenue Mortgage Loan is evidenced by a promissory note with a Cut-off Date Balance of $87,500,000.  The 589 Fifth Avenue Pari Passu Companion Loan is evidenced by another promissory note with a Cut-off Date Balance of $87,500,000 and is not included in the trust.  Only the 589 Fifth Avenue Mortgage Loan is included in the trust. The 589 Fifth Avenue Mortgage Loan and the 589 Fifth Avenue Pari Passu Companion Loan are pari passu with each other in terms of priority and are collectively referred to in this free writing prospectus as the 589 Fifth Avenue Whole Loan.
 
The holders (the “589 Fifth Avenue Noteholders”) of each promissory note comprising the 589 Fifth Avenue Whole Loan have entered into a co-lender agreement (the “589 Fifth Avenue Intercreditor Agreement”) that sets forth the respective rights of each 589 Fifth Avenue Noteholder. Pursuant to the terms of the 589 Fifth Avenue Intercreditor Agreement, the 589 Fifth Avenue Whole Loan will be serviced and administered pursuant to the terms of the pooling and servicing agreement (the “2013-C13 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 589 Fifth Avenue Intercreditor Agreement provides that expenses, losses and
 
 
S-119

 
 
shortfalls relating to the 589 Fifth Avenue Whole Loan will be allocated on a pro rata basis to the 589 Fifth Avenue Noteholders.
 
The holder of the 589 Fifth Avenue Pari Passu Companion Loan (the controlling class certificateholder (or the directing certificateholder on its behalf) under the 2013-C13 Pooling and Servicing Agreement (the “2013-C13 Directing Certificateholder”)) will be the holder of the 589 Fifth Avenue Pari Passu Companion Loan for this purpose so long as no control event has occurred under the 2013-C13 Pooling and Servicing Agreement), will have the right to consult with and advise the master servicer under the 2013-C13 Pooling and Servicing Agreement (the “2013-C13 Master Servicer”) and the special servicer under the 2013-C13 Pooling and Servicing Agreement (the “2013-C13 Special Servicer”) with respect to the 589 Fifth Avenue Whole Loan, but will be required to consult with the holder of the 589 Fifth Avenue Mortgage Loan (the Directing Certificateholder will be the holder of the 589 Fifth Avenue Mortgage Loan for this purpose so long as no Control Event has occurred under the Pooling and Servicing Agreement for this transaction) with respect to such advice, consent or action.  In the event that the parties exercising the rights of the holder of the 589 Fifth Avenue Pari Passu Companion Loan and the holder of the 589 Fifth Avenue Mortgage Loan under the 589 Fifth Avenue Intercreditor Agreement disagree, the decision of the party exercising the rights of the holder of the 589 Fifth Avenue Pari Passu Companion Loan will be binding.
 
 
Servicing
 
The 589 Fifth Avenue Whole Loan and any related REO Property will be serviced and administered by the 2013-C13 Master Servicer and, if necessary, the 2013-C13 Special Servicer, according to the terms of the 2013-C13 Pooling and Servicing Agreement and the servicing standard thereunder, which requires the 2013-C13 Master Servicer and the 2013-C13 Special Servicer to take into account the interests, as a collective whole, of both the Certificateholders and the holder of the 589 Fifth Avenue Pari Passu Companion Loan.
 
Amounts payable to the trust as holder of the 589 Fifth Avenue Mortgage Loan pursuant to the 589 Fifth Avenue Intercreditor Agreement will be included in the Available Distribution Amount for the related Distribution Date to the extent described in this free writing prospectus, and amounts payable to the holder of the 589 Fifth Avenue Pari Passu Companion Loan will be distributed to such holder net of certain fees and expenses on the 589 Fifth Avenue Pari Passu Companion Loan as set forth in the 589 Fifth Avenue Intercreditor Agreement and will not be available for distributions on the Offered Certificates.
 
 
Application of Payments
 
The 589 Fifth Avenue Intercreditor Agreement sets forth the respective rights of the holder of the 589 Fifth Avenue Mortgage Loan and the holder of the 589 Fifth Avenue Pari Passu Companion Loan with respect to distributions of funds received in respect of the 589 Fifth Avenue Whole Loan, and provides, in general, that:
 
 
the 589 Fifth Avenue Mortgage Loan and the 589 Fifth Avenue Pari Passu Companion Loan are of equal priority with each other and no portion of either of them will have priority or preference over any portion of the other or security therefor;
 
 
all payments, proceeds and other recoveries on or in respect of the 589 Fifth Avenue Whole Loan or the related Mortgaged Property will be applied to the 589 Fifth Avenue Mortgage Loan and the 589 Fifth Avenue Pari Passu Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment of amounts for required reserves or escrows required by the related mortgage loan documents and payment and reimbursement rights of the master servicer, the special servicer, the senior trust advisor, the certificate administrator and the trustee) in accordance with the terms of the 589 Fifth Avenue Intercreditor Agreement and the 2013-C13 Pooling and Servicing Agreement; and
 
 
costs, fees, expenses, losses and shortfalls relating to the 589 Fifth Avenue Whole Loan will be allocated, on a pro rata and pari passu basis, to the 589 Fifth Avenue Mortgage Loan and the 589
 
 
S-120

 
 
 
 
Fifth Avenue Pari Passu Companion Loan in accordance with the terms of the 589 Fifth Avenue Intercreditor Agreement and the 2013-C13 Pooling and Servicing Agreement.
 
Notwithstanding the foregoing, if a P&I Advance is made with respect to the 589 Fifth Avenue Mortgage Loan pursuant to the terms of the Pooling and Servicing Agreement, then that P&I Advance, together with interest on that P&I Advance, may only be reimbursed out of future payments and collections on the 589 Fifth Avenue Mortgage Loan or, as and to the extent described under “Description of the Certificates—Advances” in this free writing prospectus, on other mortgage loans, but not out of payments or other collections on the 589 Fifth Avenue Pari Passu Companion Loan or any loans included in any securitization trust related to the 589 Fifth Avenue Pari Passu Companion Loan.
 
Certain costs and expenses (such as a pro rata share of any servicing advance with respect to the 589 Fifth Avenue Whole Loan made pursuant to the 2013-C13 Pooling and Servicing Agreement) allocable to the 589 Fifth Avenue Mortgage Loan in accordance with the 2013-C13 Pooling and Servicing Agreement and the 589 Fifth Avenue Intercreditor Agreement may be paid or reimbursed out of payments and other collections on the mortgage pool.  This may result in temporary (or, if not ultimately reimbursed, permanent) shortfalls to holders of the certificates.
 
 
Consultation and Control
 
The controlling noteholder under the 589 Fifth Avenue Intercreditor Agreement will be the 2013-C13 trust as holder of the 589 Fifth Avenue Pari Passu Companion Loan under the 2013-C13 Pooling and Servicing Agreement; provided that, prior to the occurrence and continuance of a control event under the 2013-C13 Pooling and Servicing Agreement, the 2013-C13 Directing Certificateholder will be entitled to exercise the rights of the controlling noteholder with respect to the 589 Fifth Avenue Whole Loan.  The 2013-C13 Directing Certificateholder will be entitled to exercise rights substantially similar to the rights of the trust, its capacity as the controlling noteholder under the 589 Fifth Avenue Intercreditor Agreement, as set forth under “Servicing of the Mortgage Loans—The Directing Certificateholder” with respect to the 589 Fifth Avenue Whole Loan, and the implementation of any recommended actions outlined in an asset status report with respect to the 589 Fifth Avenue Whole Loan will require the 2013-C13 Special Servicer to consult with the 2013-C13 Directing Certificateholder in a manner substantially similar to that described in this free writing prospectus under “Servicing of the Mortgage Loans—General”. Pursuant to the terms of the 2013-C13 Pooling and Servicing Agreement, the 2013-C13 Directing Certificateholder will have the same consent and/or consultation rights with respect to the 589 Fifth Avenue Whole Loan as it does, and for so long as it does, with respect to the other mortgage loans included in that trust.
 
In addition, pursuant to the terms of the 589 Fifth Avenue Intercreditor Agreement, the holder of the 589 Fifth Avenue Mortgage Loan (or its representative, which will be the Controlling Class Certificateholder or any other party assigned the rights to exercise the rights of the holder of the 589 Fifth Avenue Mortgage Loan, as and to the extent provided in the Pooling and Servicing Agreement) will (i) have the right to receive copies of all notices, information and reports that the 2013-C13 Master Servicer or 2013-C13 Special Servicer, as applicable, is required to provide to the 2013-C13 Directing Certificateholder (within the same time frame such notices, information and reports are or would have been required to be provided to the 2013-C13 Directing Certificateholder under the 2013-C13 Pooling and Servicing Agreement without regard to the occurrence of any control event or consultation termination event under the 2013-C13 Pooling and Servicing Agreement) with respect to any major decisions to be taken with respect to the 589 Fifth Avenue Whole Loan or the implementation of any recommended action outlined in an asset status report relating to the 589 Fifth Avenue Whole Loan and (ii) have the right to be consulted on a strictly non-binding basis to the extent the holder of the 589 Fifth Avenue Mortgage Loan requests consultation) with respect to certain major decisions to be taken with respect to the 589 Fifth Avenue Whole Loan or the implementation of any recommended action outlined in an asset status report relating to the 589 Fifth Avenue Whole Loan.  The consultation right of the holder of the 589 Fifth Avenue Mortgage Loan (or its representative) will expire 10 business days following the delivery of written notice and information relating to the matter subject to consultation whether or not the holder of the 589 Fifth Avenue Mortgage Loan (or its representative) has responded within such period; provided, that if the 2013-C13 Master Servicer or 2013-C13 Special Servicer, as applicable, proposes a new course of action that is materially different from the actions previously proposed, the 10 business-day
 
 
S-121

 
 
consultation period will be deemed to begin anew from the date of delivery of such new proposal and delivery of all information related to such new proposal.  Notwithstanding the consultation rights of the holder of the 589 Fifth Avenue Mortgage Loan (or its representative) described above, the 2013-C13 Master Servicer or 2013-C13 Special Servicer, as applicable, is permitted to make any major decision or take any action set forth in the asset status report before the expiration of the aforementioned 10-business-day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the 589 Fifth Avenue Mortgage Loan and the 589 Fifth Avenue  Pari Passu Companion Loan.  Neither the 2013-C13 Master Servicer nor the 2013-C13 Special Servicer will be obligated at any time to follow or take any alternative actions recommended by the holder of the 589 Fifth Avenue Mortgage Loan (or its representative, including, the directing certificateholder).  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, the senior trust advisor under the 2013-C13 Pooling and Servicing Agreement 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.
 
Neither the 2013-C13 Master Servicer nor the 2013-C13 Special Servicer will be permitted to follow any advice or consultation provided by the holder of the 589 Fifth Avenue Mortgage Loan (or its representative) that would require or cause the 2013-C13 Master Servicer or the 2013-C13 Special Servicer, as applicable, to violate any applicable law, including the REMIC provisions, be inconsistent with the servicing standard under the 2013-C13 Pooling and Servicing Agreement, require or cause the 2013-C13 Master Servicer or the 2013-C13 Special Servicer, as applicable, to violate provisions of the 589 Fifth Avenue Intercreditor Agreement or the 2013-C13 Pooling and Servicing Agreement, require or cause the 2013-C13 Master Servicer or the 2013-C13 Special Servicer, as applicable, to violate the terms of the 589 Fifth Avenue Whole Loan, or materially expand the scope of any of the 2013-C13 Master Servicer’s or the 2013-C13 Special Servicer’s, as applicable, responsibilities under the 589 Fifth Avenue Intercreditor Agreement.
 
In addition to the consultation rights of the holder of the 589 Fifth Avenue Mortgage Loan (or its representative) described above, pursuant to the terms of the 589 Fifth Avenue Intercreditor Agreement, the holder of the 589 Fifth Avenue Mortgage Loan (or its representative) will have the right to attend (in-person or telephonically in the discretion of the master servicer or special servicer, as applicable, annual meetings with the 2013-C13 Master Servicer or 2013-C13 Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the 2013-C13 Master Servicer or 2013-C13 Special Servicer, as applicable, for the purpose of discussing servicing issues related to the 589 Fifth Avenue Whole Loan.
 
 
Sale of Defaulted 589 Fifth Avenue Whole Loan
 
Pursuant to the terms of the 589 Fifth Avenue Intercreditor Agreement, if the 589 Fifth Avenue Whole Loan becomes a Defaulted Mortgage Loan, and if the 2013-C13 Special Servicer determines to sell the 589 Fifth Avenue Pari Passu Companion Loan that has become a specially serviced mortgage loan in accordance with the 2013-C13 Pooling and Servicing Agreement, then the 2013-C13 Special Servicer will be required to sell the 589 Fifth Avenue Mortgage Loan together with the 589 Fifth Avenue Pari Passu Companion Loan as one whole loan.  In connection with any such sale, the 2013-C13 Special Servicer will be required to follow procedures contained in the 2013-C13 Pooling and Servicing Agreement, which are substantially similar to those set forth under “Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans.
 
Notwithstanding the foregoing, the 2013-C13 Special Servicer will not be permitted to sell the 589 Fifth Avenue Whole Loan if it becomes a defaulted mortgage loan without the written consent of the holder of the 589 Fifth Avenue Mortgage Loan (provided that such consent is not required if the holder of the 589 Fifth Avenue Mortgage Loan is the borrower or an affiliate of the borrower) unless the 2013-C13 Special Servicer has delivered to the holder of the 589 Fifth Avenue Mortgage Loan: (a) at least 15 business days prior written notice of any decision to attempt to sell the 589 Fifth Avenue Whole Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the 2013-C13 Special Servicer in connection
 
 
S-122

 
 
with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the 589 Fifth Avenue Whole Loan, and any documents in the servicing file reasonably requested by the holder of the 589 Fifth Avenue Mortgage Loan that are material to the price of the 589 Fifth Avenue Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the 2013-C13 Directing Certificateholder) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the 2013-C13 Master Servicer or the 2013-C13 Special Servicer in connection with the proposed sale; provided that the holder of the 589 Fifth Avenue Mortgage Loan may waive any of the delivery or timing requirements set forth in this sentence.  Subject to the terms of the 2013-C13 Pooling and Servicing Agreement, the holder of the 589 Fifth Avenue Mortgage Loan (or its representative) will be permitted to bid at any sale of the 589 Fifth Avenue Whole Loan (unless such person is the borrower or an agent or affiliate of the borrower)).
 
See “Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans” below in this free writing prospectus.
 
 
Special Servicer Appointment Rights
 
Pursuant to the 589 Fifth Avenue Intercreditor Agreement, the controlling noteholder (or its representative) with respect to the 589 Fifth Avenue Whole Loan (which will be the 2013-C13 trust) will have the right, with or without cause, to replace the special servicer then acting with respect to the 589 Fifth Avenue Whole Loan and appoint a replacement special servicer in lieu thereof without the consent of the holder of the 589 Fifth Avenue Mortgage Loan.  The 2013-C13 Directing Certificateholder (prior to a control event), and the applicable Certificateholders under the 2013-C13 Pooling and Servicing Agreement with the requisite percentage of voting rights (after a control event under the 2013-C13 Pooling and Servicing Agreement) will exercise the rights of the 2013-C13 trust as controlling noteholder, and will have the right, with or without cause, to replace the special servicer then acting with respect to the 589 Fifth Avenue Whole Loan and appoint a replacement special servicer in lieu thereof, in a manner substantially similar to that described under “Servicing of the Mortgage Loans—Rights Upon Servicer Termination Event” in this free writing prospectus.
 
The SanTan Village Whole Loan
 
 
General
 
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 Initial Pool Balance, is part of a split loan structure comprised of two mortgage notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property.
 
The SanTan Village Mortgage Loan is evidenced by a promissory note with a Cut-off Date Balance of $82,726,432.  The related SanTan Village Pari Passu Companion Loan is evidenced by another promissory note with a Cut-off Date Balance of $54,818,720 and is not included in the trust.  Only the SanTan Village Mortgage Loan is included in the trust.  The SanTan Village Mortgage Loan and the SanTan Village Pari Passu Companion Loan are pari passu with each other in terms of priority and are collectively referred to in this free writing prospectus as the SanTan Village Whole Loan.
 
The holders (the “SanTan Village Noteholders”) of each promissory note comprising the SanTan Village Whole Loan have entered into a co-lender agreement (the “SanTan Village Intercreditor Agreement”) that sets forth the respective rights of each SanTan Village Noteholder.  Pursuant to the terms of the SanTan Village Intercreditor Agreement, (a) prior to the Closing Date, the SanTan Village Whole Loan will be serviced and administered pursuant to the 2013-C13 Pooling and Servicing Agreement by the 2013-C13 Master Servicer and the 2013-C13 Special Servicer, as the case may be, according to the servicing standard set forth in the 2013-C13 Pooling and Servicing Agreement, and (b) from and after the Closing Date the SanTan Village Whole Loan will be serviced and administered by the master servicer and special servicer, pursuant to the terms of the Pooling and Servicing Agreement, according to the Servicing Standard and subject to the terms of the SanTan Village Intercreditor
 
 
S-123

 
 
Agreement.  The SanTan Village Intercreditor Agreement provides that expenses, losses and shortfalls relating to the SanTan Village Whole Loan will be allocated on a pro rata basis to the SanTan Village Noteholders.
 
 
Servicing
 
Prior to the Closing Date, the SanTan Village Whole Loan (including the SanTan Village Mortgage Loan) and any related REO Property is being serviced and administered by the 2013-C13 Master Servicer and, if necessary, the 2013-C13 Special Servicer, pursuant to the 2013-C13 Pooling and Servicing Agreement, but subject to the terms of the related SanTan Village Intercreditor Agreement.  On and after the Closing Date, the SanTan Village Whole Loan (including the SanTan Village Mortgage Loan) and any related REO Property will be serviced and administered by the master servicer and, if necessary, the special servicer, pursuant to the Pooling and Servicing Agreement and the SanTan Village Intercreditor Agreement, in the manner described under “Servicing of the Mortgage Loans” in this free writing prospectus, but subject to the terms of the SanTan Village Intercreditor Agreement.   In servicing the SanTan Village Whole Loan, the Servicing Standard set forth in the Pooling and Servicing Agreement will require the master servicer and the special servicer to take into account the interests, as a collective whole, of the Certificateholders and the holder of the SanTan Village Pari Passu Companion Loan.
 
Amounts payable to the trust as holder of the SanTan Village Mortgage Loan pursuant to the related SanTan Village Intercreditor Agreement will be included in the Available Distribution Amount for the related Distribution Date to the extent described in this free writing prospectus, and amounts payable to the holder of the SanTan Village Pari Passu Companion Loan will be distributed to such holder net of certain fees and expenses on the SanTan Village Pari Passu Companion Loan as set forth in the SanTan Village Intercreditor Agreement and will not be available for distributions on the Offered Certificates.
 
 
Application of Payments
 
The SanTan Village Intercreditor Agreement sets forth the respective rights of the holder of the SanTan Village Mortgage Loan and the holder of the SanTan Village Pari Passu Companion Loan with respect to distributions of funds received in respect of the SanTan Village Whole Loan, and provides, in general, that:
 
 
the SanTan Village Mortgage Loan and the SanTan Village Pari Passu Companion Loan are of equal priority with each other and no portion of either of them will have priority or preference over any portion of the other or security therefor;
 
 
all payments, proceeds and other recoveries on or in respect of the SanTan Village Whole Loan or the related Mortgaged Property will be applied to the SanTan Village Mortgage Loan and the SanTan Village Pari Passu Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment of amounts for required reserves or escrows required by the related mortgage loan documents and payment and reimbursement rights of the master servicer, the special servicer, the senior trust advisor, the certificate administrator and the trustee) in accordance with the terms of the SanTan Village Intercreditor Agreement and the Pooling and Servicing Agreement; and
 
 
costs, fees, expenses, losses and shortfalls with respect to the SanTan Village Whole Loan will be allocated, on a pro rata and pari passu basis, to the SanTan Village Mortgage Loan and the SanTan Village Pari Passu Companion Loan in accordance with the terms of the SanTan Village Intercreditor Agreement and the Pooling and Servicing Agreement).
 
Notwithstanding the foregoing, if a P&I Advance is made with respect to the SanTan Village Mortgage Loan pursuant to the terms of the Pooling and Servicing Agreement, then that P&I Advance, together with interest on that P&I Advance, may only be reimbursed out of future payments and collections on the SanTan Village Mortgage Loan or, as and to the extent described under “Description of the Certificates—Advances” in this free writing prospectus, on other mortgage loans, but not out of payments or other
 
 
S-124

 
 
collections on the SanTan Village Pari Passu Companion Loan or any loans included in any securitization trust related to the SanTan Village Pari Passu Companion Loan.
 
Certain costs and expenses (such as a pro rata share of any related Servicing Advances allocable to the SanTan Village Mortgage Loan may be paid or reimbursed out of payments and other collections on the mortgage pool, subject to the trust’s right to reimbursement from future payments and other collections on the SanTan Village Pari Passu Companion Loan.  This may result in temporary (or, if not ultimately reimbursed, permanent) shortfalls to holders of the certificates.
 
 
Consultation and Control
 
The controlling noteholder under the SanTan Village Intercreditor Agreement will, prior to the Closing Date, be the directing certificateholder under the 2013-C13 Pooling and Servicing Agreement and, after the Closing Date, will be the trust as holder of the SanTan Village Mortgage Loan; provided that, prior to the occurrence and continuance of a Control Event, the Controlling Class Certificateholder (or the Directing Certificateholder on its behalf) will be entitled to exercise the rights of the controlling noteholder with respect to the SanTan Village Whole Loan.  The Directing Certificateholder will be entitled to exercise all of the rights of the trust in its capacity as the controlling noteholder under the SanTan Village Intercreditor Agreement, as set forth under “Servicing of the Mortgage Loans—The Directing Certificateholder” with respect to the SanTan Village Whole Loan, and the implementation of any recommended actions outlined in an Asset Status Report with respect to the SanTan Village Whole Loan requires the special servicer to consult with the Directing Certificateholder as and to the extent described in this free writing prospectus under “Servicing of the Mortgage Loans—General”.  Pursuant to the terms of the Pooling and Servicing Agreement, the Directing Certificateholder will have the same consent and/or consultation rights with respect to the SanTan Village Whole Loan as it does, and for so long as it does, with respect to the other mortgage loans included in the trust.
 
In addition, pursuant to the terms of the SanTan Village Intercreditor Agreement, the holder of the SanTan Village Pari Passu Companion Loan (which, prior to the occurrence of a control event under the 2013-C13 Pooling and Servicing Agreement, will be the 2013-C13 Directing Certificateholder as and to the extent provided in the 2013-C13 Pooling and Servicing Agreement) will (i) have the right to receive copies of all notices, information and reports that the master servicer or special servicer is required to provide to the Directing Certificateholder (within the same time frame such notices, information and reports are or would have been required to be provided to the Directing Certificateholder under the Pooling and Servicing Agreement without regard to the occurrence of a Control Event or Consultation Termination Event) with respect to any major decisions to be taken with respect to the SanTan Village Whole Loan or the implementation of any recommended action outlined in an asset status report relating to the SanTan Village Whole Loan and (ii) have the right to be consulted on a strictly non-binding basis with respect to certain major decisions to be taken with respect to the SanTan Village Whole Loan or the implementation of any recommended action outlined in an asset status report relating to the SanTan Village Whole Loan.  The consultation right of the holder of the SanTan Village Pari Passu Companion Loan (or its representative) will expire 10 business days following the delivery of written notice and information relating to the matter subject to consultation whether or not the holder of the SanTan Village Pari Passu Companion Loan (or its representative) has responded within such period; provided, that if the master servicer or special servicer, as applicable, proposes a new course of action that is materially different from the actions previously proposed, the 10 business-day consultation period will be deemed to begin anew from the date of delivery of such new proposal and delivery of all information related to such new proposal.
 
Notwithstanding the consultation rights of the holder of the SanTan Village Pari Passu Companion Loan (or its representative’s) described above, the master servicer or special servicer, as applicable, is permitted to take any material action or any action set forth in the asset status report before the expiration of the aforementioned 10 business-day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the SanTan Village Mortgage Loan and the SanTan Village Pari Passu Companion Loan.  Neither the master servicer nor the special servicer will be obligated at any time to follow or take any alternative actions recommended by the holder of the SanTan Village Pari Passu Companion Loan (or its representative).
 
 
S-125

 
 
Neither the master servicer or special servicer, as applicable, will be permitted to follow any advice or consultation provided by the holder of the SanTan Village Pari Passu Companion Loan (or its representative) that would require or cause such party to violate any applicable law, including the REMIC provisions, violate the servicing standard set forth in the Pooling and Servicing Agreement, require or cause such party to violate provisions of the SanTan Village Intercreditor Agreement or the Pooling and Servicing Agreement, require or cause such party to violate the terms of the SanTan Village Whole Loan, or materially expand the scope of responsibilities of any of the master servicer or special servicer, as applicable.
 
In addition to the consultation rights of the holder of the SanTan Village Pari Passu Companion Loan (or its representative) described above, pursuant to the terms of the SanTan Village Intercreditor Agreement, the holder of the SanTan Village Pari Passu Companion Loan (or its representative) will have the right to attend (in-person or telephonically) annual meetings with the master servicer or special servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the master servicer or special servicer, as applicable, such party in which servicing issues related to the SanTan Village Whole Loan are discussed.
 
 
Sale of Defaulted SanTan Village Whole Loan
 
Pursuant to the terms of the SanTan Village Intercreditor Agreement, if the SanTan Village Whole Loan becomes a Defaulted Mortgage Loan, and if the applicable special servicer determines to sell the SanTan Village Mortgage Loan, then the applicable special servicer will be required to sell the SanTan Village Pari Passu Companion Loan together with the SanTan Village Mortgage Loan as one whole loan.  In connection with any such sale, the applicable special servicer will be required to follow the procedures, or procedures substantially similar to the procedures, set forth under “Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans.”
 
Notwithstanding the foregoing, the special servicer will not be permitted to sell the SanTan Village Whole Loan if it becomes a defaulted mortgage loan without the written consent of the holder of the SanTan Village Pari Passu Companion Loan (provided that such consent is not required if the holder of the SanTan Village Pari Passu Companion Loan is the borrower or an affiliate of the borrower), unless the special servicer has delivered to the holder of the SanTan Village Pari Passu Companion Loan: (a) at least 15 business days prior written notice of any decision to attempt to sell the SanTan Village Whole Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages) received by the special servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the SanTan Village Whole Loan, and any documents in the servicing file requested by the holder of the SanTan Village Pari Passu Companion Loan (or its representative) that are material to the price of the SanTan Village Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Directing Certificateholder) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the master servicer or the special servicer in connection with the proposed sale; provided that the holder of the SanTan Village Pari Passu Companion Loan may waive any of the delivery or timing requirements set forth in this sentence.  The borrower or an agent or affiliate of the borrower is not permitted to bid at any sale of the SanTan Village Whole Loan.
 
See “Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans” below in this free writing prospectus.
 
 
Special Servicer Appointment Rights
 
Pursuant to the SanTan Village Intercreditor Agreement, the controlling noteholder with respect to the SanTan Village Whole Loan (which will be the Trust) will have the right, with or without cause, to replace the special servicer then acting with respect to the SanTan Village Whole Loan and appoint a replacement special servicer in lieu thereof without the consent of the holder of the SanTan Village Pari Passu Companion Loan.  The Directing Certificateholder (prior to a Control Event), and the applicable certificateholders with the requisite percentage of voting rights (after a Control Event) will exercise the
 
 
S-126

 
 
rights of the trust as controlling noteholder, and will have the right, with or without cause, to replace the special servicer then acting with respect to the SanTan Village Whole Loan and appoint a replacement special servicer in lieu thereof, pursuant to terms substantially similar to those described under “Servicing of the Mortgage Loans—Rights Upon Servicer Termination Event” in this free writing prospectus.
 
The Southridge Mall Whole Loan
 
 
General
 
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 Initial Pool Balance, is part of a split loan structure comprised of two mortgage notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property.
 
The Southridge Mall Mortgage Loan is evidenced by a promissory note with a Cut-off Date Balance of $75,000,000.  The related Southridge Mall Pari Passu Companion Loan is evidenced by another promissory note with a Cut-off Date Balance of $50,000,000 and is not included in the trust.  Only the Southridge Mall Mortgage Loan is included in the trust.  The Southridge Mall Mortgage Loan and the Southridge Mall Pari Passu Companion Loan are pari passu with each other in terms of priority and are collectively referred to in this free writing prospectus as the Southridge Mall Whole Loan.
 
The holders (the “Southridge Mall Noteholders”) of each promissory note comprising the Southridge Mall Whole Loan have entered into an intercreditor agreement (the “Southridge Mall Intercreditor Agreement”) that sets forth the respective rights of each Southridge Mall Noteholder.  Pursuant to the terms of the Southridge Mall Intercreditor Agreement, (a) prior to the Closing Date, the Southridge Mall Whole Loan is serviced and administered pursuant to the terms of the pooling and servicing agreement entered into in connection with the JPMBB Commercial Mortgage Securities Trust 2013-C12 securitization (the “2013-C12 Pooling and Servicing Agreement”) by the designated master servicer and the special servicer, as the case may be, according to the servicing standard set forth in the 2013-C12 Pooling and Servicing Agreement and subject to the terms of the Southridge Mall Intercreditor Agreement, and (b) from and after the Closing Date, the Southridge Mall Whole Loan will be serviced and administered by the master servicer, and the special servicer, pursuant to the terms of the Pooling and Servicing Agreement, according to the Servicing Standard and subject to the terms of the Southridge Mall Intercreditor Agreement.  The Southridge Mall Intercreditor Agreement provides that expenses, losses and shortfalls relating to the Southridge Mall Whole Loan will be allocated on a pro rata basis to the Southridge Mall Noteholders.
 
 
Servicing
 
Prior to the Closing Date, the Southridge Mall Whole Loan and any related REO Property will be serviced and administered by the series 2013-C12 master servicer and, if necessary, the series 2013-C12 special servicer, pursuant to the 2013-C12 Pooling and Servicing Agreement, but subject to the terms of the related Southridge Mall Intercreditor Agreement.  In servicing the Southridge Mall Whole Loan, the servicing standard set forth in the 2013-C12 Pooling and Servicing Agreement requires the series 2013-C12 master servicer and the series 2013-C12 special servicer to take into account the interests, as a collective whole, of the certificateholders thereunder and the holder of the Southridge Mall Mortgage Loan.
 
On and after the Closing Date, the Southridge Mall Whole Loan and any related REO Property will no longer be serviced pursuant to the 2013-C12 Pooling and Servicing Agreement and will instead be serviced and administered by the master servicer and, if necessary, the special servicer, pursuant to the Pooling and Servicing Agreement, in the manner described under “Servicing of the Mortgage Loans” in this free writing prospectus, but subject to the terms of the Southridge Mall Intercreditor Agreement.  In servicing the Southridge Mall Whole Loan, the Servicing Standard set forth in the Pooling and Servicing Agreement will require the master servicer and the special servicer to take into account the interests, as a collective whole, of the Certificateholders and the holder of the Southridge Mall Pari Passu Companion Loan.
 
 
S-127

 
 
Amounts payable to the trust as holder of the Southridge Mall Mortgage Loan pursuant to the Southridge Mall Intercreditor Agreement will be included in the Available Distribution Amount for the related Distribution Date to the extent described in this free writing prospectus, and amounts payable to the holder of the Southridge Mall Pari Passu Companion Loan will be distributed to such holder net of certain fees and expenses on the Southridge Mall Pari Passu Companion Loan as set forth in the Southridge Mall Intercreditor Agreement.
 
 
Application of Payments
 
The Southridge Mall Intercreditor Agreement sets forth the respective rights of the holder of the Southridge Mall Mortgage Loan and the holder of the Southridge Mall Pari Passu Companion Loan with respect to distributions of funds received in respect of the Southridge Mall Whole Loan, and provides, in general, that:
 
 
the Southridge Mall Mortgage Loan and the Southridge Mall Pari Passu Companion Loan are of equal priority with each other and no portion of either of them will have priority or preference over any portion of the other or security therefor;
 
 
all payments, proceeds and other recoveries on or in respect of the Southridge Mall Whole Loan or the related Mortgaged Property will be applied to the Southridge Mall Mortgage Loan and the Southridge Mall Pari Passu Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances (other than (i) insurance proceeds or condemnation awards applied to the restoration or repair of the related Mortgaged Property or released to the related borrower in accordance with the related loan documents, (ii) amounts required to be deposited by the related loan documents in reserve or escrow and (iii) certain amounts due, payable or reimbursable to the master servicer, the special servicer, the senior trust advisor, the certificate administrator or the trustee) in accordance with the terms of the Southridge Mall Intercreditor Agreement and the Pooling and Servicing Agreement); and
 
 
costs, fees, expenses, losses and shortfalls with respect to the Southridge Mall Whole Loan will be allocated, on a pro rata and pari passu basis, to the Southridge Mall Mortgage Loan and the Southridge Mall Pari Passu Companion Loan in accordance with the terms of the Southridge Mall Intercreditor Agreement and the Pooling and Servicing Agreement.
 
Notwithstanding the foregoing, if a P&I Advance is made with respect to the Southridge Mall Mortgage Loan, then that P&I Advance, together with interest on that P&I Advance, may only be reimbursed out of future payments and collections on the Southridge Mall Mortgage Loan or, as and to the extent described under “Description of the Certificates—Advances” in this free writing prospectus, on other mortgage loans, but not out of payments or other collections on the Southridge Mall Pari Passu Companion Loan.
 
Certain costs and expenses (such as a pro rata share of any related Servicing Advances) allocable to the Southridge Mall Mortgage Loan may be paid or reimbursed out of payments and other collections on the mortgage pool, subject to the trust’s right to reimbursement from future payments and other collections on the Southridge Mall Pari Passu Companion Loan.  This may result in temporary (or, if not ultimately reimbursed, permanent) shortfalls to holders of the certificates.
 
 
Consultation and Control
 
The controlling noteholder under the Southridge Mall Intercreditor Agreement will be, prior to the Closing Date, the directing certificateholder under the 2013-C12 Pooling and Servicing Agreement and, on and after the Closing Date, the trust as holder of the Southridge Mall Mortgage Loan; provided that, prior to the occurrence and continuance of a Control Event, the Controlling Class Certificateholder (or the Directing Certificateholder on its behalf) will be entitled to exercise the rights of the controlling noteholder with respect to the Southridge Mall Whole Loan.  The Directing Certificateholder will be entitled to exercise all of the rights of the Trust in its capacity as the controlling noteholder under the Southridge Mall Intercreditor Agreement, as set forth under “Servicing of the Mortgage Loans—The Directing
 
 
S-128

 
 
Certificateholder” with respect to the Southridge Mall Whole Loan, and the implementation of any recommended actions outlined in an Asset Status Report with respect to the Southridge Mall Whole Loan that requires the special servicer to consult with the Directing Certificateholder as and to the extent described in this free writing prospectus under “Servicing of the Mortgage Loans—General”.  Pursuant to the terms of the Pooling and Servicing Agreement, the Directing Certificateholder will have the same consent and/or consultation rights with respect to the Southridge Mall Whole Loan as it does, and for so long as it does, with respect to the other mortgage loans included in the trust.
 
In addition, pursuant to the terms of the Southridge Mall Intercreditor Agreement, the holder of the Southridge Mall Pari Passu Companion Loan or its representative (which will be the directing certificateholder under the 2013-C12 Pooling and Servicing Agreement prior to a Control Event, and the related trustee or other representative thereafter for so long as such Companion Loan is included in the related trust) will (i) have a right to receive copies of all notices, information and reports that the master servicer or special servicer, as applicable, is required to provide to the Directing Certificateholder (within the same time frame such notices, information and reports are or would have been required to be provided to the Directing Certificateholder under the Pooling and Servicing Agreement without regard to the occurrence of a Control Event or Consultation Termination Event) with respect to any major decisions to be taken with respect to the Southridge Mall Whole Loan or the implementation of any recommended action outlined in an Asset Status Report relating to the Southridge Mall Whole Loan and (ii) have the right to be consulted on a strictly non-binding basis with respect to any major decisions to be taken with respect to the Southridge Mall Whole Loan or the implementation of any recommended action outlined in an Asset Status Report relating to the Southridge Mall Whole Loan.  The consultation right of the holder of the Southridge Mall Pari Passu Companion Loan (or its representative) will expire 10 business days following the delivery of notice and information relating to the matter subject to consultation whether or not the holder of the Southridge Mall Pari Passu Companion Loan (or its representative) has responded within such period; provided that if the master servicer or special servicer, as applicable, proposes a new course of action that is materially different from the actions previously proposed, the 10 business-day consultation period will be deemed to begin anew from the date of delivery of such new proposal and delivery of all information related to such new proposal.  Notwithstanding the consultation rights of the holder of the Southridge Mall Pari Passu Companion Loan (or its representative) described above, the master servicer or special servicer, as applicable, is permitted to make any major decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned 10 business-day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the Southridge Mall Mortgage Loan and the Southridge Mall Pari Passu Companion Loan.  Neither the master servicer nor the special servicer will be obligated at any time to follow or take any alternative actions recommended by the holder of the Southridge Mall Pari Passu Companion Loan (or its representative).
 
Neither the master servicer nor the special servicer may follow any advice or consultation provided by the holder of the Southridge Mall Pari Passu Companion Loan (or its representative) that would require or cause the master servicer or the special servicer, as applicable, to violate any applicable law, including the REMIC provisions, violate its obligation to act in accordance with the Servicing Standard, require or cause the master servicer or the special servicer, as applicable, to violate provisions of the Southridge Mall Intercreditor Agreement or the Pooling and Servicing Agreement, require or cause the master servicer or the special servicer, as applicable, to violate the terms of the Southridge Mall Whole Loan, or materially expand the scope of any of the master servicer’s or the special servicer’s, as applicable, responsibilities under the Southridge Mall Intercreditor Agreement.
 
In addition to the consultation rights of the holder of the Southridge Mall Pari Passu Companion Loan (or its representative) described above, pursuant to the terms of the Southridge Mall Intercreditor Agreement, the holder of the Southridge Mall Pari Passu Companion Loan (or its representative) will have the right to attend (in-person or telephonic) annual meetings with the master servicer or the special servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the master servicer or the special servicer, as applicable, for the purpose of discussing servicing issues related to the Southridge Mall Whole Loan.
 
 
S-129

 
Sale of a Defaulted Southridge Mall Whole Loan
 
Pursuant to the terms of the Southridge Mall Intercreditor Agreement, if the Southridge Mall Whole Loan becomes a defaulted mortgage loan and the applicable special servicer determines to sell the Southridge Mall Mortgage Loan, then the applicable special servicer will be required to sell the Southridge Mall Mortgage Loan together with the Southridge Mall Pari Passu Companion Loan as one whole loan.  In connection with any such sale, the applicable special servicer will be required to follow the procedures set forth under “Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans.”
 
Notwithstanding the foregoing, the special servicer will not be permitted to sell the Southridge Mall Whole Loan if it becomes a defaulted mortgage loan without the written consent of the holder of the Southridge Mall Pari Passu Companion Loan (or its representative) (unless 50% or more of the controlling class or the rights of the related directing certificateholder are held by the borrower or an affiliate of the borrower) unless the special servicer has delivered to the holder of the Southridge Mall Pari Passu Companion Loan: (a) at least 15 business days prior written notice of any decision to attempt to sell the Southridge Mall Whole Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages) received by the special servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the Southridge Mall Whole Loan, and any documents in the servicing file reasonably requested by the holder of the Southridge Mall Pari Passu Companion Loan (or its representative) that are material to the sale price of the Southridge Mall Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Directing Certificateholder) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the master servicer or the special servicer in connection with the proposed sale; provided that the holder of the Southridge Mall Pari Passu Companion Loan (or its representative) may waive any of the delivery or timing requirements set forth in this sentence.  Subject to the terms of the Pooling and Servicing Agreement and the Southridge Mall Intercreditor Agreement, the holder of the Southridge Mall Mortgage Loan (or its representative) will be permitted to bid at any sale of the Southridge Mall Whole Loan (unless such person is the borrower thereunder or an agent or affiliate of the borrower).
 
See “Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans” below in this free writing prospectus.
 
Special Servicer Appointment Rights
 
Pursuant to the Southridge Mall Intercreditor Agreement, the controlling noteholder with respect to the Southridge Mall Whole Loan (which will be the Trust) will have the right, with or without cause, to replace the special servicer then acting with respect to the Southridge Mall Whole Loan and appoint a replacement special servicer in lieu thereof.  The Directing Certificateholder (prior to a Control Event), and the applicable certificateholders with the requisite percentage of voting rights (after a Control Event) will exercise the rights of the trust as controlling noteholder, and will have the right, with or without cause, to replace the special servicer then acting with respect to the Southridge Mall Whole Loan and appoint a replacement special servicer in lieu thereof, as described under “Servicing of the Mortgage Loans—Rights Upon Servicer Termination Event” in this free writing prospectus.
 
Senior Debt Related to the Hyatt Regency Cleveland Loan
 
The mortgage loan identified as Loan No. 26 on Annex A-1 to this free writing prospectus, representing approximately 1.1% of the Initial Pool Balance, is not secured by a first lien. The mortgage loan is subject to Tax Increment Financing (“TIF”) Mortgages held by the County of Cuyahoga, Ohio.  Each mortgage secures solely the obligation for the payment due for the specific calendar year referred to in that specific mortgage.  Amounts secured by the TIF Mortgages are analogous to taxes and the TIF Mortgages are analogous to tax liens.  There is no right to simultaneously accelerate all of the TIF Mortgages. The definition of “Taxes” under the loan agreement includes debt service payments required under the TIF documents, therefore requiring the TIF payments to be made to the tax and insurance escrow by the borrower.  A default in payment will give the trustee under the TIF Mortgages the right to
 
 
S-130

 
 
enforce the TIF Mortgage for that year’s “Service Payment” but not the right to accelerate payment of future “Service Payments” that are not yet due and payable.  The TIF Mortgages are senior to the mortgage for the related mortgage loan.  The loan agreement includes a carveout to the non-recourse provisions for any losses suffered due to the borrower’s failure to pay taxes, including “Service Payments”.
 
Net Cash Flow and Certain Underwriting Considerations
 
Underwritten net cash flow generally includes cash flow (including any cash flow from master leases) adjusted based on a number of assumptions used by the mortgage loan sellers. Each investor should review the assumptions described in “—Additional Mortgage Loan Information” below and make its own determination of the appropriateness of the assumptions used in determining underwritten net cash flow. In addition, with respect to the mortgage loans in the trust, we note the following:
 
 
In the case of three (3) mortgaged properties (identified as Loan Nos. 2.02, 3 and 5 on Annex A-1 to this free writing prospectus), representing approximately 15.2% of the Initial Pool Balance by allocated loan amount, the occupancy reflected in this free writing prospectus includes certain tenants that are among the five (5) largest tenants at the related Mortgaged Property or which, in the aggregate, constitute a significant portion of the related Mortgaged Property, that have signed leases but are not in occupancy and/or are not paying full contractual rent and the Underwritten Net Cash Flow and Underwritten Net Cash Flow Debt Service Coverage Ratio reflected in this free writing prospectus includes rent from those tenants even though the related tenants are not paying full contractual rent or are paying reduced or no rent. See Annex A-1 and Annex A-3 in this free writing prospectus.  One of the tenants is the largest tenant of the Mortgaged Property securing Loan No. 3, which will occupy 33.6% of the net rentable area.  We cannot assure you that this or any other tenant described in this paragraph will take occupancy and commence paying rent as expected or at all.
 
 
In the case of three (3) mortgage loans (identified as Loan Nos. 1, 4 and 5 on Annex A-1 to this free writing prospectus), representing approximately 23.3% of the Initial Pool Balance, the Underwritten Net Cash Flow and Underwritten Net Cash Flow Debt Service Coverage Ratio includes rent from several temporary tenants at the related Mortgaged Properties.  The temporary tenants are included in the occupancy percentages shown for the related mortgage loans in Annex A-1 to this free writing prospectus, and the temporary tenants occupy approximately 7.6%, 4.3% and 3.7%, respectively, of the net rentable area at the Mortgaged Properties.  Rent from such tenants is not included in “Rents in Place” but has been characterized by the mortgage loan seller as “Other Income” or “Specialty/Temporary Leasing Income”.
 
 
In the case of three (3) mortgage loans (identified as Loan No. 2.02, 2.03 and 16) on Annex A-1 to this free writing prospectus), representing approximately 3.6% of the Initial Pool Balance by allocated loan amount,  the Underwritten Net Cash Flow and the Underwritten Net Cash Flow Debt Service Coverage Ratio were calculated based on the average rent of the single tenant of the related Mortgaged Property, including all rent steps, during the term of the mortgage loan.
 
 
In the case of thirty-one (31) Mortgaged Properties securing six (6) mortgage loans (identified as Loan Nos. 2, 14, 23, 25, 29 and 30 on Annex A-1 to this free writing prospectus), representing approximately 15.1% of the Initial Pool Balance by allocated loan amount, the related mortgage loans are secured in whole or in part by a recently acquired or constructed Mortgaged Properties that either have no or limited prior operating history, do not have historical financial information or the historical financials are inapplicable (or in one case, renovated from a single-tenant property to a multi-tenant property).
 
 
In the case of one (1) Mortgaged Property (identified as Loan No. 26 on Annex A-1 to this free writing prospectus), securing one (1) mortgage loan representing approximately 1.1% of the Initial Pool Balance by allocated loan amount, the related Mortgaged Property benefits from a tax abatement as part of a tax abatement program that is secured by multiple mortgages in favor of
 
 
S-131

 
 
 
 
the applicable municipality which have priority over the mortgage securing such mortgage loan. We cannot assure you that there will be no enforcement action under the prior mortgages securing the tax abatement program in connection with the related borrower’s failure to perform its obligation to timely make payments that are due in connection with such tax abatement program.
 
See “Risk Factors—Risks Relating to Underwritten Net Cash Flow”, Annex A-1 and Annex A-3 (including the related footnotes) in this free writing prospectus.
 
Mortgaged Property Considerations
 
Environmental Considerations
 
In connection with the origination of the mortgage loans, the related mortgage loan seller or other originator either (i) obtained or updated an environmental site assessment for the related Mortgaged Property from a qualified environmental firm or (ii) obtained an environmental insurance policy for the related Mortgaged Property. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers—JPMorgan Chase Bank, National Association—JPMCB’s Underwriting Guidelines and Processes—Environmental Site Assessment”, and “—Barclays Bank PLC—Barclays Underwriting Guidelines and Processes” in this free writing prospectus.
 
See “Risk Factors—Environmental Risks Relating to the Mortgaged Properties” in this free writing prospectus and “Certain Legal Aspects of the Mortgage Loans—Environmental Risks” in the prospectus.  In addition, with respect to the mortgage loans in the trust, we note the following:
 
With respect to one (1) mortgage loan (identified as Loan No. 11.01 on Annex A-1 to this free writing prospectus), representing approximately 1.4% of the Initial Pool Balance by allocated loan amount, the related Phase I environmental site assessment reports numerous historical recognized environmental conditions related to the use of the Mortgaged Property as an industrial property.  Investigations performed in 2008 indicated the presence of chlorinated solvents in soil and groundwater, and the Mortgaged Property entered into the Illinois Environmental Protection Agency (“IEPA” ) site remediation program.  Additional investigations did not reveal the presence of elevated levels of any other contaminant.  As part of the remediation, the Mortgaged Property is subject to a deed restriction which limits the use of the Mortgaged Property to commercial or industrial uses and prohibits the installation of any water wells on the Mortgaged Property.  Additionally, as modeling indicated that potential indoor air remediation could be exceeded based on the soil and groundwater collected outside the building, a subslab depressurization system was installed to mitigate any potential impact of the chlorinated solvents on the interior air by evacuating any potential vapors prior to entering the building.  In 2009, the IEPA granted the Mortgaged Property no further remediation status based on the reports and the remediation efforts.  The assessment also reported the former presence of underground storage tanks and a complaint in 1990 regarding the dumping of acids and paints in a nearby field, but the report indicated that there was no evidence of any spills or contamination related to the foregoing.  Finally, the assessment notes in 2001, approximately 10 gallons of chromic acid was spilled at the Mortgaged Property, and that the tenant at the Mortgaged Property removed 100 yards of soil and debris from the Mortgaged Property after the issuance of a violation notice from the IEPA.  The assessment concluded that no additional action was required for any of these environmental issues, but we cannot assure you that the environmental site assessment accurately identified and characterized all potential contamination concerns at the Mortgaged Property, or that any remediation efforts at the Mortgaged Property will continue to limit exposure to potential contaminants.
 
With respect to one (1) mortgage loan (identified as Loan No. 7 on Annex A-1 to this free writing prospectus), representing approximately 5.3% of the Initial Pool Balance, the environmental site assessments (“ESAs”) recommended that a limited subsurface investigation be conducted to evaluate the potential for residual impacts from historical activities at the Mortgaged Property including spray painting, a drycleaner listed as present in the 1970s, the removal of ten underground storage tanks without complete documentation currently available, and automotive service facilities with a waste oil tank,
 
 
S-132

 
 
hydraulic lifts and a clarifier.  Although no such investigation was performed, an environmental insurance policy naming the lender as an insured was obtained at origination of the related mortgage loan with limits of $5,000,000 individually and $10,000,000 in the aggregate, for a ten year term, with a three year extended reporting period and subject to a $50,000 deductible.
 
With respect to one (1) mortgage loan (identified as Loan No. 31 on Annex A-1 to this free writing prospectus), representing approximately 0.7% of the Initial Pool Balance, the Phase I environmental site assessment identified the existence of a dry cleaning facility at the Mortgaged Property and indicated that its historical use of tetrachloroethylene (“PCE”) created a recognized environmental condition.  According to the Phase II environmental site assessment, the environmental consultant reported that there was little risk of PCE spreading deeper or laterally and that the concentration of PCE may decrease naturally over time.  According to the Phase II environmental site assessment, the cost to excavate and dispose of the impacted soil would be approximately $20,000. At origination, $30,000 was reserved to cover these costs.  However, we cannot assure you that the assessment accurately characterized the level of contamination or, in the event additional contamination is discovered on the Mortgaged Property, that any responsible parties will be able to complete any additional remediation measures required by the applicable authorities.
 
With respect to one (1) mortgage loan (identified as Loan No. 2 on Annex A-1 to this free writing prospectus), representing approximately 8.9% of the Initial Pool Balance, the related ESA reported concerns at three of the Mortgaged Properties.  With respect to the Mortgaged Property referred to as CarMax, the Mortgaged Property maintains a gasoline above ground storage tank (“AST”) for fueling at the service center.  A short fill pipe runs underground to the AST, and a 120 foot dispensing pipe runs underground from the AST to a dispenser.  Although the ESA did not identify any reported leaks from the fueling system, recent integrity test results for the underground pipes were not available for the ESA review and the ESA therefore recommended that structural integrity of the underground pipes be confirmed.  Additionally, the ESA estimated that if a leak were to be discovered in an underground fuel pipe and if such leak were to contaminate both soil and groundwater, the worst case remediation scenario could cost approximately $80,000 to $100,000.  We cannot assure you that in the event that such a leak and such contamination were to be discovered that any necessary remediation would in fact cost no more than the ESA worst case cost estimate.  With respect to the Mortgaged Property referred to as Kroger-La Grange, the ESA noted that two double-walled fiberglass USTs for gasoline and diesel fuel were installed in 2009 and have leak detection systems.  Additionally, a recent inventory reconciliation report was available to the ESA demonstrating that no fuel release has occurred.  Although no recent tank tightness test information was available for review by the ESA, in light of the inventory information and the recent and modern construction of the USTs and their leak detection system, the ESA concluded that there is no material threat of a leak.  We cannot assure you that any future testing will not identify any leaks.  With respect to the Mortgaged Property referred to as Home Depot / Art Van Furniture, two fuel oil leaking underground storage tank (“LUST”) incidents on a larger parcel that previously had included the Mortgaged Property were issued No Further Action letters by the Illinois EPA in 1992-1993.  The ESA concluded that no impacts to the Mortgaged Property are expected and recommended no further action.  Although certain recommended investigations were not performed, an environmental insurance policy naming the lender as an insured was obtained at origination of the related mortgage loan with limits of $2,000,000 individually and $10,000,000 in the aggregate, for a ten year term, with a three year extended reporting period and subject to a $25,000 deductible.  We cannot assure you that any future excavations at the Mortgaged Property for redevelopment or utility work would not discover any LUST-related impacts or that in the event that any impacts were found and in the event that any lender were to become an owner or operator of the Mortgaged Property that the insurance policy would cover the entire costs of any related remediation.
 
With respect to one (1) mortgage loan (identified as Loan No. 19 on Annex A-1 to this free writing prospectus), representing approximately 1.6% of the Initial Pool Balance, the Phase I environmental site assessment indicates that the Mortgaged Property is located adjacent to a property that is listed on a database for leaking underground storage tanks.  According to the assessment, a Schwegmann Giant Supermarket once operated on both the Mortgaged Property and the adjacent property, and five underground storage tanks associated with the supermarket were located on the adjacent property.  In
 
 
S-133

 
 
1989, four of the underground storage tanks located on the adjacent property failed tank tightness tests and there was a leak of gasoline and diesel fuel into the adjacent property.  Subsequent soil borings indicated that the property had been impacted by the release, and a contaminant plume was identified extending north and south of the area where the underground storage tanks were located on the adjacent property.  As part of the remediation activities, approximately 2,100 cubic yards of contaminated soil was reportedly removed from the adjacent property and disposed of at an off-site landfill.  In 1995, the Louisiana Department of Environmental Quality granted closure on the underground storage tanks, and the state agency subsequently granted termination of groundwater remediation and monitoring in 1997.  However, we cannot assure you that the assessment accurately characterized the level of contamination on the adjacent property or, in the event additional contamination is discovered on the adjacent property or the Mortgaged Property, that any responsible parties will be able to complete any additional remediation measures required by the applicable authorities.
 
With respect to one (1) mortgage loan (identified as Loan No. 21 on Annex A-1 to this free writing prospectus), representing approximately 1.6% of the Initial Pool Balance, the environmental site assessment indicated the presence of chlorinated volatile organic compounds, primarily trichloroethene, in the soil, groundwater, and indoor air at the Mortgaged Property.  Air sampling conducted at the Mortgaged Property revealed elevated levels of trichloroethene in indoor air from one of the tenant’s spaces at the Mortgaged Property.  The environmental consultant intends to (i) collect additional indoor air samples from multiple tenant spaces to evaluate the concentrations of trichloroethene following the implementation of additional air treatments, and (ii) implement  sodium permanganate bench-scale testing on soil and groundwater from a location near a monitoring well at the Mortgaged Property to develop a remedial plan for treating groundwater and saturated soil at the Mortgaged Property.  The assessment provided a cost estimate scenario of between $677,000 and $946,000 to identify and complete any remediation efforts at the Mortgaged Property, and the lender reserved $946,000 at origination of the mortgage loan to ensure completion of the remediation.  Finally, the assessment noted that the Mortgaged Property has a long history of industrial use, and that up to 11 feet of urban fill, containing cinders, ash, and debris, has been detected at the Mortgaged Property. A fill on the adjacent property to the south contained elevated concentrations of metals, polynuclear aromatic hydrocarbons, and petroleum hydrocarbons, and it is likely that the fill located on the Mortgaged Property contains similar contaminants.  We cannot assure you regarding the extent of any environmental contamination at the Mortgaged Property, that the borrower will be able to complete any required remediation at the Mortgaged Property or that the amount reserved by the lender at origination will be sufficient to pay for the costs of such remediation.
 
With respect to one (1) mortgage loan (identified as Loan No. 29 on Annex A-1 to this free writing prospectus), representing approximately 0.8% of the Initial Pool Balance, the environmental site assessment recommended that a limited subsurface investigation be conducted to evaluate the potential for historic contamination from both: (a) three underground storage tanks from the Mortgaged Property, which were reportedly removed in 1977 before current laws specified closure sampling protocols, and (b) the historic presence of a former laundry establishment that potential conducted dry cleaning at the Mortgaged Property, each of which represents a recognized environmental condition.  Additionally, the assessment noted that a former LUST incident at the Mortgaged Property was investigated and received case closure from the Arizona Department of Environmental Quality.  The borrower has obtained an environmental insurance policy that includes lender collateral protection.  The term of the policy extends from September 25, 2010 until September 25, 2013, with aggregate coverage limits of $10,000,000 and a deductible of $25,000.  Upon expiration of the policy, the borrower is required to either renew the policy or obtain an identical policy.  However, we cannot assure you regarding the extent of any environmental concerns at the Mortgaged Property or any potential future remediation requirements, or that any proceeds from a claim under the environmental policy will be sufficient to satisfy any losses incurred with respect to the potential environmental issues at the Mortgaged Property.
 
See also representation number 43 on Annex D-1 to this free writing prospectus and the exceptions to those representations on Annex D-2 to this free writing prospectus.
 
 
S-134

 
 
Property Renovation Issues
 
Certain of the Mortgaged Properties are properties that are currently undergoing or are expected to undergo in the future redevelopment or renovation.
 
With respect to one (1) mortgage loan (identified as Loan No. 26 on Annex A-1 to this free writing prospectus), representing approximately 1.1% of the Initial Pool Balance, the mortgaged property has 36 months to complete a Hyatt Property Improvement Program (“PIP”), estimated to cost approximately $7,000,000.  The mortgage loan has an FF&E reserve in an amount equal to no less than 7.0% of gross income from operations of the mortgaged property through December 31, 2016, and 4.0% of gross income from operations of the mortgaged property after December 31, 2016.  The mortgage loan has springing recourse to the guarantor if there is a PIP shortfall not covered by the related borrower.  At the time of closing of the mortgage loan, $3,100,000 was held by Hyatt in an account for the PIP obligation and the lender has a security interest in such account.
 
In addition, in the case of one (1) other mortgage loan (identified as Loan No. 13 on Annex A-1 to this free writing prospectus), representing approximately 2.3% of the Initial Pool Balance, two of the tenants at the related Mortgaged Property have the right to expand their leased premises.  Pursuant to the leases, the tenants are generally responsible for the costs and expenses incurred in constructing the expansions.  If one or both tenants elect to expand their premises, we cannot assure you that the construction will be completed as planned or that the failure to complete such construction will not have a material adverse impact on the zoning compliance or the operation of the Mortgaged Property or otherwise.
 
We can provide no assurances that any of those renovations or expansions will be completed or that the failure to do so will not have a material adverse impact on the related Mortgaged Properties.
 
See “Risk Factors—Risks Related to Redevelopment and Renovation at the Mortgaged Properties” in this free writing prospectus.
 
Litigation Considerations; Bankruptcy Issues and Other Proceedings
 
There may be pending or threatened legal proceedings against, or other past or present adverse regulatory circumstances experienced by, the borrowers, their sponsors and managers of the Mortgaged Properties and their respective affiliates arising out of the ordinary business of the borrowers, their sponsors, managers and affiliates. In addition, certain of the borrower sponsors and/or entities controlled thereby have been a party to bankruptcy proceedings, mortgage loan defaults and restructures, discounted payoffs, foreclosure proceedings or deed-in-lieu of foreclosure transactions, or other material proceedings (including criminal proceedings) in the past. In some cases, Mortgaged Properties securing certain of the mortgage loans previously secured other loans that had been in default, restructured or the subject of a discounted payoff, foreclosure or deed-in-lieu of foreclosure. In this regard, we note the following with respect to the mortgage loans in the trust:
 
With respect to nine (9) mortgage loans (identified as Loan Nos. 3, 8, 18, 20, 22, 29, 30, 32 and 34  on Annex A-1 to this free writing prospectus), representing approximately 19.7% of the Initial Pool Balance, within the last ten (10) years either (a) sponsors (or affiliates thereof) have previously sponsored real estate projects (including in some such cases, the particular Mortgaged Property or Mortgaged Properties in this trust) that became or are currently the subject of foreclosure proceedings, deed-in-lieu of foreclosure, short sale, loan restructuring or similar proceedings or (b) the mortgage loan refinanced a prior loan secured by the related Mortgaged Property, or the related Mortgaged Property otherwise secured a prior loan, which prior loan was the subject of a foreclosure, maturity default or a discounted payoff, short sale, forbearance or other restructuring.  See “Risk Factors—Risks Associated with Commercial Real Estate Lending”, “—The Borrower’s Form of Entity May Cause Special Risks” and “—Litigation or Other Legal Proceedings Could Adversely Affect the Mortgage Loans”.
 
With respect to one (1) mortgage loan (identified as Loan No. 1 on Annex A-1 to this free writing prospectus), representing approximately 9.6% of the Initial Pool Balance, the related borrower is a subsidiary of General Growth Properties, Inc. and was included as a debtor in the bankruptcy of the
 
 
S-135

 
 
parent corporation.  General Growth Properties, Inc. filed for Chapter 11 bankruptcy in 2009, together with approximately 160 property level borrowers.  While the bankruptcy court specifically declined to substantively consolidate the assets of any property level subsidiary with the assets of General Growth Properties, Inc. or any of its affiliates so as to treat all the related parties as a single bankrupt entity, the court did deny motions brought by various property-level lenders to dismiss the bankruptcy cases of these property-level borrowers as being made in bad faith.  Furthermore, over the objection of property level lenders, as part of the post-petition debtor-in-possession financing for General Growth Properties, Inc., the court permitted the use of cash generated from these subsidiary properties in excess of amounts necessary to pay interest (at the pre-petition rate) to be distributed to the bankrupt parent entities for general corporate purposes.  The court did, however, require “adequate protection” be given to the lenders of the bankrupt property level borrowers in the form of a first lien on the cash collateral account where cash distributed to the bankrupt parent entities was on deposit. Certain characteristics of this mortgage loan may be similar to the structure employed by General Growth Properties, Inc. and these borrowers prior to their bankruptcy filings in 2009.  We cannot assure you that the sponsor will not, or will not cause the borrower under the related mortgage loan to avail itself of its rights in bankruptcy in the event the Mortgaged Property experiences economic hardship. See “Risk Factors—Risks Associated with Commercial Real Estate Lending”, “—The Borrower’s Form of Entity May Cause Special Risks” and “—Litigation or Other Legal Proceedings Could Adversely Affect the Mortgage Loans”.
 
With respect to one (1) mortgage loan (identified as Loan No. 40 on Annex A-1 to this free writing prospectus), representing approximately 0.5% of the Initial Pool Balance, the guarantor reports that it is currently subject to a lawsuit alleging claims of breach of fiduciary duty and fraud in a previous transaction involving an unrelated hotel property.  The guarantor provided an affidavit denying all allegations under such lawsuit, and the loan will be full recourse to the Mortgagor and the guarantor in the event that any representations in such affidavit are not true, correct and complete in all material respects.
 
With respect to one (1) mortgage loan (identified as Loan No. 28 on Annex A-1 to this free writing prospectus), representing approximately 0.9% of the Initial Pool Balance, the related sponsor placed its affiliate that owned the Mortgaged Property into Chapter 11 bankruptcy in 2010.  The sponsor had difficulty in finding permanent financing to refinance the construction loan, and the bankruptcy was filed after a maturity default.  During the proceedings, the construction loan was subsequently restructured, and the affiliate emerged from bankruptcy in August 2011.  In addition, the related sponsors and guarantors are indirect limited partners in a venture that has filed for bankruptcy.  We cannot assure you that these sponsors will not avail themselves of their rights or cause the borrower under the related mortgage loan to similarly avail itself of its rights in bankruptcy in the event similar economic hardships impact the related Mortgaged Property.  See “Risk Factors—Risks Associated with Commercial Real Estate Lending”, “—The Borrower’s Form of Entity May Cause Special Risks” and “—Litigation or Other Legal Proceedings Could Adversely Affect the Mortgage Loans”.
 
With respect to one (1) mortgage loan (identified as Loan No. 32 on Annex A-1 to this free writing prospectus), representing approximately 0.7% of the Initial Pool Balance, the related sponsor placed tenant-in-common borrowers on an acquisition mortgage loan secured by hotel properties into Chapter 11 bankruptcy in 2010.  During negotiations with the original lender regarding a potential restructuring of the loan, the original lender assigned the loan to a new lender, which declared the loan to be in default and commenced foreclosure proceedings, which prompted the bankruptcy filings.  Eventually, the sponsor and the new lender settled out of court, and the loan was reinstated.  We cannot assure you that this sponsor will not avail himself of his rights or cause the borrower under the related mortgage loan to similarly avail itself of its rights in bankruptcy in the event similar economic hardships impact the related Mortgaged Property.  See “Risk Factors—Risks Associated with Commercial Real Estate Lending”, “—The Borrower’s Form of Entity May Cause Special Risks” and “—Litigation or Other Legal Proceedings Could Adversely Affect the Mortgage Loans”.
 
With respect to one (1) mortgage loan (identified as Loan No. 2 on Annex A-1 to this free writing prospectus), representing approximately 8.9% of the Initial Pool Balance, the borrower reported that certain shareholders of Spirit Realty Capital Inc. (“Spirit”), the indirect parent of the borrower, have filed a complaint alleging multiple causes of action relating to a proposed merger between Spirit and Cole Credit
 
 
S-136

 
 
Property Trust II, Inc.  The plaintiffs and Spirit have entered into a memorandum of understanding relating to a proposed settlement of this litigation matter whereby all claims against Spirit will be released in exchange for Spirit paying the plaintiffs’ counsel $175,000 in attorneys’ fees and $15,000 in expenses, and Spirit supplementing its proxy statement with an agreed upon disclosure supplement.  The parties are currently conducting confirmatory discovery in connection with the court’s confirmation of the proposed settlement.
 
See “Risk Factors—Litigation or Other Legal Proceedings Could Adversely Affect the Mortgage Loans” in this free writing prospectus and “Risk Factors—Litigation Concerns” in the prospectus.  See also representations and warranties Nos. 15, 41, 42 and 50 on Annex D-1 to this free writing prospectus and the exceptions to those representations on Annex D-2 to this free writing prospectus.
 
Tenant Issues
 
Occupancy and Tenant Concentrations.  Mortgaged Properties that are owner-occupied or leased to a single tenant, or leased to a tenant that makes up a significant portion of the rental income, are more susceptible to interruptions of cash flow if that tenant’s business operations are negatively impacted or if such tenant fails to renew its lease.
 
See “Risk Factors—Risks of Lease Early Termination Options” and “—Certain Additional Risks Relating to Tenants” in this free writing prospectus, and Annex A-3 to this free writing prospectus.
 
In addition, the Mortgaged Properties securing mortgage loans included in the trust have single tenant concentrations as set forth below:
 
 
Nine (9) of the Mortgaged Properties securing five (5) loans (identified as Loan Nos. 6.03, 6.08, 6.10, 6.18, 6.19, 10, 16, 37 and 39 on Annex A-1 to this free writing prospectus), representing approximately 6.7% of the Initial Pool Balance by allocated loan amount, are leased to a single tenant.  With respect to certain of these mortgage loans, the single tenant’s lease expires prior to the related maturity date. See Annex A-1 to this free writing prospectus for tenant lease expiration dates for the single tenants at these respective Mortgaged Properties.
 
 
With respect to two (2) of the mortgage loans (identified as Loan Nos. 2 and 11 on Annex A-1 to this free writing prospectus), representing approximately 11.3% of the Initial Pool Balance, all of the Mortgaged Properties making up the portfolio mortgage loans are leased to a single tenant (except for one Mortgaged Property related to Loan No. 2).
 
 
No Mortgaged Property leased to a single tenant secures a mortgage loan representing more than approximately 2.4% of the Initial Pool Balance by allocated loan amount.
 
Mortgaged Properties securing certain mortgage loans have tenant lease concentrations. For certain information on the top ten tenants at each of the top ten mortgage loans, see the chart entitled “Tenant Summary” on Annex A-3 to this free writing prospectus.  In addition, see Annex A-1 for the identity and size of the top five tenants at each Mortgaged Property.  Further, we note the following with respect to the mortgage loans in the trust:
 
 
With respect to twelve (12) Mortgaged Properties (identified as Loan Nos. 2.02, 6.05, 6.13, 6.15, 6.16, 6.17, 9, 17, 27, 29, 33 and 45 on Annex A-1 to this free writing prospectus), representing eight (8) mortgage loans, representing approximately 7.1% of the Initial Pool Balance by allocated loan amount, the related Mortgaged Properties are leased to a tenant that makes up 50% or more (but less than 100%) of the rentable square footage.
 
See “Risk Factors—Tenant Concentration Entails Risk” in this free writing prospectus.
 
Certain Mortgaged Properties securing some of the mortgage loans may have low occupancy rates.  For the occupancy rate and the date of its measurement for each mortgage loan, see Annex A-1 to this free writing prospectus.  Further, we note the following with respect to the mortgage loans in the trust:
 
 
S-137

 
 
With respect to one (1) mortgage loan (identified as Loan No. 26 on Annex A-1 to this free writing prospectus), representing approximately 1.1% of the Initial Pool Balance, the retail portion of the property is 42% vacant.
 
Certain of the Mortgaged Properties are leased to affiliates of the related borrower.  In that regard, we note the following with respect to the mortgage loans in this trust:
 
Expirations. Certain of the Mortgaged Properties are subject to tenant leases that expire before the maturity date of the related mortgage loan. For tenant lease expiration information in the form of a lease rollover chart relating to each of the top ten mortgage loans, see the related summaries attached as Annex A-3 to this free writing prospectus. In addition, see Annex A-1 to this free writing prospectus for tenant lease expiration dates for the five largest tenants at each Mort