424B5 1 n257x10_424b5.htm PROSPECTUS SUPPLEMENT Unassociated Document
 
   
FILED PURSUANT TO RULE 424(b)(5)
   
REGISTRATION FILE NO.: 333-190246-01
     
 
PROSPECTUS SUPPLEMENT
(to Prospectus dated October 31, 2013)
 
$993,928,000 (Approximate)
J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16
Issuing Entity
 
J.P. Morgan Chase Commercial Mortgage Securities Corp.
Depositor
JPMorgan Chase Bank, National Association
General Electric Capital Corporation
Redwood Commercial Mortgage Corporation
Ladder Capital Finance LLC
Sponsors and Mortgage Loan Sellers
 
Commercial Mortgage Pass-Through Certificates, Series 2013-C16
 
J.P. Morgan Chase Commercial Mortgage Securities Corp. is offering certain classes of the Commercial Mortgage Pass-Through Certificates, Series 2013-C16 consisting of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C and Class EC certificates. The certificates (which are comprised of the certificates offered by this prospectus supplement and the Class X-C, Class D, Class E, Class F, Class NR and Class R certificates) represent the beneficial ownership interests in the issuing entity, which will be a trust named J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16. The assets of the trust will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Collateral Support Deficit” in this prospectus supplement.  Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the 4th business day following the 11th day of each month (or if the 11th is not a business day, the next business day), commencing in December 2013.
 
Initial Class
Certificate
Balance or
Notional Amount(1)
 
 
Initial
Approx.
Pass-Through
Rate
 
 
Pass-Through
Rate
Description
 
 
Assumed
Final
Distribution
Date(3)
 
 
Rated Final
Distribution
Date(3)
Class A-1
$
 56,761,000
   
1.2232%
 
Fixed
 
August 2018
 
December 2046
Class A-2
$
236,641,000
   
3.0700%
 
Fixed
 
November 2018
 
December 2046
Class A-3
$
145,000,000
   
3.8812%
 
Fixed
 
September 2023
 
December 2046
Class A-4
$
276,236,000
   
4.1664%
 
Fixed
 
October 2023
 
December 2046
Class A-SB    
$
80,504,000
   
3.6744%
 
Fixed
 
July 2023
 
December 2046
Class X-A
$
878,916,000
(5)  
1.3859%
 
Variable(6)
 
November 2023
 
December 2046
Class X-B
$
73,835,000
(5)  
0.0648%
 
Variable(6)
 
November 2023
 
December 2046
Class A-S(7) 
$
83,774,000
   
4.5169%
 
Fixed
 
November 2023
 
December 2046
Class B(7) 
$
73,835,000
   
4.9436%
 
WAC(9)
 
November 2023
 
December 2046
Class C(7) 
$
41,177,000
   
5.0084%
 
WAC(10)
 
November 2023
 
December 2046
Class EC(7)(11) 
$
198,786,000
   
(12)
 
N/A(12)
 
November 2023
 
December 2046
 
  (Footnotes on table on page S-2)
 
You should carefully consider the risk factors beginning on page S-51 of this prospectus supplement and page 9 of the prospectus.
 
Neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency, instrumentality or private issuer or any other person or entity.
 
The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the sponsors, depositor, any of their affiliates or any other entity.
 
 
 
The United States Securities and Exchange Commission and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. J.P. Morgan Chase Commercial Mortgage Securities Corp. will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association.
 
The underwriters, J.P. Morgan Securities LLC, Ladder Capital Securities LLC and Wells Fargo Securities, LLC will purchase the offered certificates from J.P. Morgan Chase Commercial Mortgage Securities Corp. and will offer them to the public at negotiated prices (or with respect to the Class X-B certificates, by auction), plus, in certain cases, accrued interest, determined at the time of sale.  J.P. Morgan Securities LLC is acting as lead manager for this offering. J.P. Morgan Securities LLC is acting as sole bookrunner for this offering.  Ladder Capital Securities LLC and Wells Fargo Securities, LLC are acting as co-managers for this offering.
 
The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about November 21, 2013. We expect to receive from this offering approximately 109.20% of the initial aggregate principal balance of the offered certificates plus accrued interest from November 1, 2013, before deducting expenses payable to us.
 
J.P. Morgan
Lead Manager and Sole Bookrunner
Ladder Capital Securities
  Wells Fargo Securities
Co-Manager 
  Co-Manager
 November 14, 2013
                                                            
 
 

 
 
(MAP)
 
 
 

 
 
SUMMARY OF CERTIFICATES
 
Class
 
 
Initial Class
Certificate
Balance
or Notional
Amount(1)
 
 
Approx.
Initial
Credit
Support(2)
 
 
Pass-
Through
Rate
Description
 
 
Assumed
Final
Distribution
Date(3)
 
 
Initial Approx. Pass-
Through Rate
 
 
Weighted
Average
Life (Yrs.)(4)
 
 
Principal
Window(4)
Offered
Certificates
                             
A-1
 
$      56,761,000
   
30.000%
 
Fixed
 
August 2018
 
1.2232%
 
2.73
 
12/13–8/18
A-2
 
$    236,641,000
   
30.000%
 
Fixed
 
November 2018
 
3.0700%
 
4.91
 
8/18-11/18
A-3
 
$    145,000,000
   
30.000%
 
Fixed
 
September 2023
 
3.8812%
 
9.76
 
7/23-9/23
A-4
 
$    276,236,000
   
30.000%
 
Fixed
 
October 2023
 
4.1664%
 
9.90
 
9/23-10/23
A-SB
 
$      80,504,000
   
30.000%
 
Fixed
 
July 2023
 
3.6744%
 
7.33
 
8/18-7/23
X-A
 
$    878,916,000
(5)  
N/A
 
Variable(6)
 
November 2023
 
1.3859%
 
N/A
 
N/A
X-B
 
$      73,835,000
(5)  
N/A
 
Variable(6)
 
November 2023
 
0.0648%
 
N/A
 
N/A
A-S(7) 
 
$      83,774,000
(8)  
22.625%
 
Fixed
 
November 2023
 
4.5169%
 
9.95
 
10/23-11/23
B(7) 
 
$      73,835,000
(8)  
16.125%
 
WAC(9)
 
November 2023
 
4.9436%
 
9.98
 
11/23-11/23
C(7) 
 
$      41,177,000
(8)  
12.500%
 
WAC(10)
 
November 2023
 
5.0084%
 
9.98
 
11/23-11/23
EC(7)(11)
 
$    198,786,000
(8)  
12.500%
 
N/A(12)
 
November 2023
 
(12)
 
9.97
 
10/23-11/23
Non-Offered
Certificates(16)
                             
X-C
 
$      85,194,247
(13)  
N/A
 
Variable(14)
 
November 2023
 
1.2644%
 
N/A
 
N/A
D
 
$      56,795,000
   
7.500%
 
WAC(10)
 
November 2023
 
5.0084%
 
9.98
 
11/23-11/23
E
 
$      21,299,000
   
5.625%
 
Fixed(15)
 
November 2023
 
3.7440%
 
9.98
 
11/23-11/23
F
 
$      11,359,000
   
4.625%
 
Fixed(15)
 
November 2023
 
3.7440%
 
9.98
 
11/23-11/23
NR
 
$      52,536,247
   
0.000%
 
Fixed(15)
 
November 2023
 
3.7440%
 
9.98
 
11/23-11/23
 
(1)
Approximate, subject to a permitted variance of plus or minus 5%.
 
(2)
The initial credit support percentages set forth for the certificates are approximate and, for the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB certificates, are represented in the aggregate.
 
(3)
The assumed final distribution dates set forth in this prospectus supplement have been determined on the basis of the assumptions described in “Description of the Certificates—Assumed Final Distribution Date; Rated Final Distribution Date” in this prospectus supplement. The rated final distribution date for each class of offered certificates is the distribution date in December 2046.  See “Description of the Certificates—Assumed Final Distribution Date; Rated Final Distribution Date” in this prospectus supplement.
 
(4)
The weighted average life and period during which distributions of principal would be received as set forth in the foregoing table with respect to each class of certificates (other than the Class X-A, Class X-B and Class X-C certificates) are based on the assumptions set forth under “Yield and Maturity Considerations—Weighted Average Life” in this prospectus supplement and on the assumptions that there are no prepayments, modifications or losses in respect of the mortgage loans and that there are no extensions or forbearances of maturity dates of the mortgage loans.
 
(5)
The notional amount of the Class X-A certificates will be equal to the aggregate of the certificate balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S certificates (determined without giving effect to any exchange and conversion of any Class A-S certificates for Class EC certificates). The notional amount of the Class X-B certificates will be equal to the certificate balance of the Class B certificates (determined without giving effect to any exchange and conversion of any Class B certificates for Class EC certificates). The Class X-A and Class X-B certificates will not be entitled to distributions of principal.
 
(6)
The pass-through rate for the Class X-A certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the weighted average of the pass-through rates on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S certificates, weighted on the basis of their respective certificate balances immediately prior to that distribution date and calculated without giving effect to any exchange of Class A-S certificates for Class EC certificates. The pass-through rate for the Class X-B certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the pass-through rate on the Class B certificates for that distribution date. See “Description of the Certificates—Distributions” in this prospectus supplement.
 
(7)
A holder of Class A-S, Class B and Class C certificates may exchange and convert such classes of certificates (on an aggregate basis) for a related amount of Class EC certificates, and a holder of Class EC certificates may exchange and convert that Class for a ratable portion of each class of Class A-S, Class B and Class C certificates.
 
(8)
The initial certificate balance of any of the Class A-S, Class B or Class C certificates represents the principal balance of such class without giving effect to any exchange and conversion for Class EC certificates. The initial certificate balance of the Class EC certificates is equal to the aggregate of the initial certificate balances of the Class A-S, Class B and Class C certificates and represents the maximum principal balance of such class that could be issued in an exchange and conversion. In the event that none of the Class A-S, Class B and Class C certificates are converted to Class EC certificates, the Class EC certificate balance would be equal to zero. Other than for federal income tax purposes, any exchange of (i) a portion of the Class A-S, Class B or Class C certificates will result in a conversion and reduction, on a dollar-for-dollar basis, of a proportionate share of each related component class of Class A-S, Class B and Class C certificates for, and an increase, on a dollar-for-dollar basis, of the certificate balance of the Class EC certificates, and (ii) any amount of the Class EC certificates will result in a conversion and reduction, on a dollar-for-dollar basis, of the certificate balance of the Class EC certificates converted and an increase, on a dollar-for-dollar basis, of a proportionate share of the related certificate balances of each class of Class A-S, Class B and Class C certificates.
 
 
S-2

 
 
(9)
The pass-through rate applicable to the Class B certificates on each distribution date will be a per annum rate equal to the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) for such distribution date minus 0.0648%. See “Description of the Certificates—Distributions—Pass-Through Rates” in this prospectus supplement.
 
(10)
The pass-through rate applicable to the Class C and Class D certificates on each distribution date will be a per annum rate equal to the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) for such distribution date. See “Description of the Certificates—Distributions—Pass-Through Rates” in this prospectus supplement.
 
(11)
Although the Class EC certificates are listed below the Class C certificates in the chart, the Class EC certificates’ payment entitlements and subordination priority will be a result of the payment entitlements and subordination priority at each level of the related component classes of Class A-S, Class B and Class C certificates. For purposes of determining the approximate initial credit support for Class EC certificates, the calculation is based on the aggregate initial class certificate balance of the Class A-S, Class B and Class C certificates as if they were a single class.
 
(12)
The Class EC certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest that would otherwise be distributable on the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates.  The effective pass-through rate applicable to the Class EC certificates for the initial distribution date is approximately 4.7772% per annum.
 
(13)
The notional amount of the Class X-C certificates will be equal to the aggregate of the certificate balances of the Class E, Class F and Class NR certificates. The Class X-C certificates will not be entitled to distributions of principal.
 
(14)
The pass-through rate for the Class X-C certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the weighted average of the pass-through rates of the Class E, Class F and Class NR certificates, weighted on the basis of their respective certificate balances immediately prior to that distribution date. See “Description of the Certificates—Distributions” in this prospectus supplement.
 
(15)
The pass-through rate applicable to the Class E, Class F and Class NR certificates on each distribution date will be a per annum rate equal to the lesser of (x) the rate specified above and (y) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) for such distribution date.  See “Description of the Certificates—Distributions—Pass-Through Rates” in this prospectus supplement.
 
(16)
The Class R certificates are not represented in the above table.
 
The Class X-C, Class D, Class E, Class F, Class NR and Class R certificates are not offered by this prospectus supplement.  Any information in this prospectus supplement concerning certificates other than the offered certificates is presented solely to enhance your understanding of the offered certificates.
 
 
S-3

 

TABLE OF CONTENTS
         
SUMMARY OF CERTIFICATES
S-2
 
Hotel Properties Have Special Risks
S-64
IMPORTANT NOTICE REGARDING
   
Manufactured Housing Community
 
THE OFFERED CERTIFICATES
S-8
 
Properties Have Special Risks
S-65
IMPORTANT NOTICE ABOUT
   
Industrial Properties Have Special
 
INFORMATION PRESENTED IN
   
Risks
S-67
THIS PROSPECTUS
   
Self-Storage Properties Have
 
SUPPLEMENT AND THE
   
Special Risks
S-68
ACCOMPANYING PROSPECTUS
S-8
 
Risks Relating to Parking Garage
 
SUMMARY OF TERMS
S-12
 
Facilities
S-68
RISK FACTORS
S-51
 
Mixed Use Facilities Have Special
 
Combination or “Layering” of
   
Risks
S-69
Multiple Risks May Significantly
   
Risks Relating to Affiliation with a
 
Increase Risk of Loss
S-51
 
Franchise or Hotel Management
 
The Offered Certificates May Not Be
   
Company
S-69
a Suitable Investment for You
S-51
 
Risks of Lease Early Termination
 
The Credit Crisis and Downturn in
   
Options
S-70
the Real Estate Market Have
   
Geographic Concentration Entails
 
Adversely Affected and May
   
Risks
S-71
Continue To Adversely Affect
   
Risks Relating to Mortgage Loan
 
the Value of Commercial
   
Concentrations and Borrower-
 
Mortgage-Backed Securities
S-51
 
Sponsor Concentrations
S-72
Market Considerations and Limited
   
The Borrower’s Form of Entity May
 
Liquidity
S-52
 
Cause Special Risks
S-74
Legal and Regulatory Provisions
   
Additional Debt or the Ability To
 
Affecting Investors Could
   
Incur Other Borrowings Entails
 
Adversely Affect the Liquidity of
   
Risk
S-76
the Certificates
S-53
 
Borrower May Be Unable To Repay
 
The Volatile Economy and Credit
   
Remaining Principal Balance on
 
Crisis May Increase Loan
   
Maturity Date or Anticipated
 
Defaults and Affect the Value
   
Repayment Date; Longer
 
and Liquidity of Your Investment
S-54
 
Amortization Schedules and
 
The Prospective Performance of the
   
Interest-Only Provisions Create
 
Mortgage Loans Included in the
   
Risks
S-78
Trust Fund Should Be
   
Tenant Concentration Entails Risk
S-80
Evaluated Separately from the
   
Certain Additional Risks Relating to
 
Performance of the Mortgage
   
Tenants
S-81
Loans in Any of Our Other
   
Options and Other Purchase Rights
 
Trusts
S-57
 
May Affect Value or Hinder
 
Commercial Lending Is Dependent
   
Recovery with Respect to the
 
Upon Net Operating Income
S-57
 
Mortgaged Properties
S-83
Risks Relating to Underwritten Net
   
Risks Related to Redevelopment
 
Cash Flow
S-58
 
and Renovation at the
 
Limited Information Causes
   
Mortgaged Properties
S-83
Uncertainty
S-59
 
Mortgaged Properties Leased to
 
No Reunderwriting of the Mortgage
   
Borrowers or Borrower Affiliated
 
Loans
S-59
 
Entities Also Have Risks
S-84
Risks Associated with Commercial
   
Shari’ah Compliant Loans
S-84
Real Estate Lending
S-59
 
Tenant Bankruptcy Entails Risks
S-84
Multifamily Properties Have Special
   
Mortgage Loans Are Nonrecourse
 
Risks
S-60
 
and Are Not Insured or
 
Office Properties Have Special
   
Guaranteed
S-85
Risks
S-61
 
Lack of Skillful Property
 
Risks Associated with Retail
   
Management Entails Risks
S-86
Properties
S-62
     
 
 
S-4

 
 
The Performance of a Mortgage
   
Potential Conflicts of Interest of
 
Loan and the Related
   
the Underwriters and Their
 
Mortgaged Property Depends in
   
Affiliates
S-101
Part on Who Controls the
   
Other Possible Conflicts of
 
Borrower and the Related
   
Interest
S-102
Mortgaged Property
S-86
 
Potential Conflicts of Interest in
 
Some Mortgaged Properties May
   
the Selection of the
 
Not Be Readily Convertible to
   
Mortgage Loans
S-104
Alternative Uses
S-86
 
Your Lack of Control Over the Trust
 
Condominiums and Master
   
Can Adversely Impact Your
 
Developments May Limit Use
   
Investment
S-105
and Improvements
S-87
 
Special Servicer May Be Directed
 
Mortgage Loans Secured by
   
To Take Actions
S-106
Leasehold Interests May
   
The Sponsors, the Depositor and
 
Expose Investors to Greater
   
the Trust Are Subject to
 
Risks of Default and Loss
S-88
 
Bankruptcy or Insolvency Laws
 
Limitations of Appraisals
S-88
 
That May Affect the Trust
 
Different Timing of Mortgage Loan
   
Fund’s Ownership of the
 
Amortization Poses Certain
   
Mortgage Loans
S-107
Risks
S-88
 
Risks Relating to the Exchangeable
 
Environmental Risks Relating to the
   
Certificates and Class EC
 
Mortgaged Properties
S-89
 
Certificates
S-108
Availability of Earthquake, Flood
   
Risks Relating to Prepayments and
 
and Other Insurance
S-92
 
Repurchases
S-108
Risks Associated with Blanket
   
Optional Early Termination of the
 
Insurance Policies or Self-
   
Trust Fund May Result in an
 
Insurance
S-92
 
Adverse Impact on Your Yield or
 
Availability of Terrorism Insurance
S-92
 
May Result in a Loss
S-112
Zoning Compliance, Use
   
The Mortgage Loan Sellers May Not
 
Restrictions and Condemnation
   
Be Able To Make a Required
 
May Adversely Affect Property
   
Repurchase or Substitution of a
 
Value
S-94
 
Defective Mortgage Loan
S-112
Prior Mortgages Securing Tax
   
Realization on Certain Mortgage
 
Abatement Arrangements May
   
Loans May Be Adversely
 
Result in Loss of Security
   
Affected by the Rights of the
 
Interest in Mortgaged Property
S-94
 
Holder of the Related
 
Litigation or Other Legal
   
Subordinate Companion Loan,
 
Proceedings Could Adversely
   
Mezzanine Lender or Holder of
 
Affect the Mortgage Loans
S-95
 
Preferred Equity
S-113
Certain of the Mortgage Loans Lack
   
Limited Obligations
S-113
Customary Provisions
S-96
 
Changes to Accounting Standards
 
Potential Conflicts of Interest
S-96
 
and Regulatory Restrictions
 
Potential Conflicts of Interest of
   
Could Have an Adverse Impact
 
the Sponsors and Mortgage
   
on the Certificates
S-114
Loan Sellers
S-96
 
Tax Consequences Related to
 
Potential Conflicts of Interest of
   
Foreclosure
S-114
the Master Servicer and the
   
State and Local Tax Considerations
S-114
Special Servicer
S-98
 
Ratings of the Certificates
S-115
Potential Conflicts of Interest of
   
DESCRIPTION OF THE MORTGAGE
 
the Directing
   
POOL
S-117
Certificateholder
S-100
 
General
S-117
Conflicts Between
   
Mortgage Pool Characteristics
S-118
Certificateholders and the
   
General
S-118
Holder of a Companion
   
Fee & Leasehold Estates;
 
Loan
S-100
 
Ground Leases
S-120
     
Mortgage Loan Concentrations
S-121
 
 
S-5

 
 
Cross-Collateralized Mortgage
   
The Sponsors and Mortgage Loan
 
Loans; Multi-Property
   
Sellers
S-194
Mortgage Loans and
   
JPMorgan Chase Bank,
 
Related Borrower Mortgage
   
National Association
S-194
Loans
S-121
 
General Electric Capital
 
Property Type Concentrations
S-123
 
Corporation
S-202
Geographic Concentrations
S-126
 
Redwood Commercial Mortgage
 
Additional Debt
S-126
 
Corporation
S-210
The Whole Loans
S-132
 
Ladder Capital Finance LLC
S-218
The Aire Whole Loan
S-132
 
The Depositor
S-227
The Veritas Multifamily Portfolio
   
Significant Obligor
S-228
Whole Loan
S-135
 
The Trust
S-228
The Centura Tower I Whole
   
The Trustee
S-228
Loan
S-143
 
The Certificate Administrator
S-229
The Hulen Mall Whole Loan
S-147
 
Resignation and Removal of the
 
The Miracle Mile Shops Whole
   
Trustee and the Certificate
 
Loan
S-151
 
Administrator
S-232
The 1615 L Street Whole Loan
S-155
 
The Master Servicer
S-233
Net Cash Flow and Certain
   
The Special Servicer
S-236
Underwriting Considerations
S-158
 
Replacement of the Special Servicer
S-238
Mortgaged Property Considerations
S-161
 
Servicing and Other Compensation
 
Environmental Considerations
S-161
 
and Payment of Expenses
S-240
Property Renovation Issues
S-163
 
The Senior Trust Advisor
S-250
Litigation Considerations;
   
DESCRIPTION OF THE
 
Bankruptcy Issues and
   
CERTIFICATES
S-251
Other Proceedings
S-163
 
General
S-251
Tenant Issues
S-165
 
Exchanges of Exchangeable
 
Purchase Options, Rights of
   
Certificates and Class EC
 
First Refusal and Rights of
   
Certificates
S-253
First Offer
S-167
 
Exchanges
S-253
Additional Considerations
S-168
 
Procedures and Fees
S-255
Assessments of Property Value and
   
Book-Entry Registration and
 
Condition
S-168
 
Definitive Certificates
S-255
Appraisals
S-168
 
List of Certificateholders
S-257
Engineering Reports
S-169
 
Distributions
S-257
Zoning and Building Code
   
Allocation of Yield Maintenance
 
Compliance and
   
Charges and Prepayment
 
Condemnation
S-169
 
Premiums
S-271
Certain Terms and Conditions of the
   
Assumed Final Distribution Date;
 
Mortgage Loans
S-170
 
Rated Final Distribution Date
S-272
ARD Loans
S-175
 
Subordination; Allocation of
 
Defeasance; Collateral
   
Collateral Support Deficit
S-273
Substitution; Property
   
Advances
S-276
Releases
S-175
 
Appraisal Reductions
S-279
Releases of Individual
   
Reports to Certificateholders;
 
Mortgaged Properties
S-176
 
Certain Available Information
S-283
Other Releases
S-179
 
Voting Rights
S-291
Additional Mortgage Loan
   
Termination; Retirement of
 
Information
S-184
 
Certificates
S-291
Sale of Mortgage Loans; Mortgage
   
SERVICING OF THE MORTGAGE
 
File Delivery
S-188
 
LOANS
S-292
Representations and Warranties;
   
General
S-292
Repurchases and Substitutions
S-189
 
The Directing Certificateholder
S-297
Lockbox Accounts
S-193
 
Limitation on Liability of Directing
 
TRANSACTION PARTIES
S-194
 
Certificateholder
S-302
     
The Senior Trust Advisor
S-303
 
 
S-6

 
 
         
Consultation Duties of the
   
TRANSACTIONS INVOLVING
 
Senior Trust Advisor After a
   
TRANSACTION PARTIES
S-333
Control Event
S-306
 
PENDING LEGAL PROCEEDINGS
 
Replacement of the Special
   
INVOLVING TRANSACTION
 
Servicer
S-307
 
PARTIES
S-334
Termination and Resignation of
   
USE OF PROCEEDS
S-335
the Senior Trust Advisor
S-307
 
YIELD AND MATURITY
 
Senior Trust Advisor
   
CONSIDERATIONS
S-335
Compensation
S-308
 
Yield Considerations
S-335
Maintenance of Insurance
S-309
 
Weighted Average Life
S-339
Modifications, Waivers and
   
Yield Sensitivity of the Class X-A
 
Amendments
S-312
 
and Class X-B Certificates
S-345
Mortgage Loans with “Due-on-Sale”
   
Pre-Tax Yield to Maturity Tables
S-345
and “Due-on-Encumbrance”
   
MATERIAL FEDERAL INCOME TAX
 
Provisions
S-314
 
CONSEQUENCES
S-349
Realization Upon Defaulted
   
General
S-349
Mortgage Loans
S-315
 
Tax Status of Offered Certificates
S-350
Servicing of the Veritas Multifamily
   
Taxation of Offered Certificates
S-350
Portfolio, Hulen Mall and 1615 L
   
Taxation of the Class EC
 
Street Mortgage Loans
S-318
 
Certificates
S-351
Servicing of the Miracle Mile Shops
   
Taxation of Foreign Investors
S-352
Mortgage Loan
S-320
 
Further Information
S-352
Inspections; Collection of Operating
   
CERTAIN STATE AND LOCAL TAX
 
Information
S-321
 
CONSIDERATIONS
S-352
Certain Matters Regarding the
   
METHOD OF DISTRIBUTION
 
Master Servicer, the Special
   
(UNDERWRITER CONFLICTS OF
 
Servicer, the Senior Trust
   
INTEREST)
S-353
Advisor and the Depositor
S-322
 
CERTAIN ERISA CONSIDERATIONS
S-354
Rating Agency Confirmations
S-324
 
CERTAIN LEGAL ASPECTS OF THE
 
Evidence as to Compliance
S-326
 
MORTGAGE LOANS
S-356
Servicer Termination Events
S-327
 
LEGAL INVESTMENT
S-358
Rights Upon Servicer Termination
   
LEGAL MATTERS
S-358
Event
S-328
 
RATINGS
S-359
Amendment
S-330
 
INDEX OF DEFINED TERMS
S-361
CERTAIN AFFILIATIONS,
       
RELATIONSHIPS AND RELATED
       
 
ANNEX A-1
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
ANNEX A-2
CERTAIN POOL CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
ANNEX A-3
DESCRIPTION OF TOP TEN MORTGAGE LOANS AND ADDITIONAL MORTGAGE LOAN INFORMATION
ANNEX B
FORM OF REPORT TO CERTIFICATEHOLDERS
ANNEX C
FORM OF SENIOR TRUST ADVISOR ANNUAL REPORT
ANNEX D-1
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
ANNEX D-2
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
ANNEX E
CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE

 
S-7

 
 
IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES
 
THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT SUPERSEDES ANY PREVIOUS SUCH INFORMATION DELIVERED TO ANY PROSPECTIVE INVESTOR.
 
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
 
Information about the offered certificates is contained in two separate documents that progressively provide more detail:  (a) the accompanying prospectus, which provides general information, some of which may not apply to the offered certificates; and (b) this prospectus supplement, which describes the specific terms of the offered certificates. References in the accompanying prospectus to “prospectus supplement” should, in general, be treated as references to this prospectus supplement insofar as they relate to the certificates offered by this prospectus supplement.
 
You should rely only on the information contained in this prospectus supplement and the prospectus. We have not authorized anyone to provide you with information that is different from that contained in this prospectus supplement and the prospectus. The information contained in this prospectus supplement is accurate only as of the date of this prospectus supplement.
 
This prospectus supplement begins with several introductory sections describing the certificates and the trust in abbreviated form:
 
Summary of Certificates, commencing on page S-2 of this prospectus supplement, which sets forth important statistical information relating to the certificates;
 
Summary of Terms, commencing on page S-12 of this prospectus supplement, which gives a brief introduction of the key features of the certificates and a description of the underlying mortgage loans; and
 
Risk Factors, commencing on page S-51 of this prospectus supplement, which describe risks that apply to the certificates which are in addition to those described in the prospectus with respect to the securities issued by the trust generally.
 
This prospectus supplement and the accompanying prospectus include cross references to Sections in these materials where you can find further related discussions. The Tables of Contents in this prospectus supplement and the prospectus identify the pages where these Sections are located.
 
Certain capitalized terms are defined and used in this prospectus supplement and the prospectus to assist you in understanding the terms of the offered certificates and this offering.  The capitalized terms used in this prospectus supplement are defined on the pages indicated under the caption “Index of Defined Terms” commencing on page S-361 of this prospectus supplement.  The capitalized terms used in the prospectus are defined on the pages indicated under the caption “Index of Defined Terms” commencing on page 133 of the prospectus.
 
All annexes and schedules attached to this prospectus supplement are a part of this prospectus supplement.
 
In this prospectus supplement, the terms “depositor,” “we,” “us” and “our” refer to J.P. Morgan Chase Commercial Mortgage Securities Corp.
 
Until ninety days after the date of this prospectus supplement, all dealers that buy, sell or trade the offered certificates, whether or not participating in this offering, may be required to deliver a prospectus supplement and the prospectus.  This is in addition to the dealers’ obligation to deliver a prospectus
 
 
S-8

 
 
supplement and the prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
 
This prospectus supplement is not an offer to sell or a solicitation of an offer to buy these securities in any state or other jurisdiction where such offer, solicitation or sale is not permitted.
 
EUROPEAN ECONOMIC AREA
 
THIS PROSPECTUS SUPPLEMENT HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF OFFERED CERTIFICATES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A “RELEVANT MEMBER STATE”) WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE (AS DEFINED BELOW) FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF OFFERED CERTIFICATES. ACCORDINGLY ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER TO THE PUBLIC IN THAT RELEVANT MEMBER STATE OF OFFERED CERTIFICATES WHICH ARE THE SUBJECT OF AN OFFERING CONTEMPLATED IN THIS PROSPECTUS SUPPLEMENT AS COMPLETED BY FINAL TERMS IN RELATION TO THE OFFER OF THOSE OFFERED CERTIFICATES MAY ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE DEPOSITOR, THE TRUST OR AN UNDERWRITER TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE IN RELATION TO SUCH OFFER.
 
NONE OF THE DEPOSITOR, THE ISSUING ENTITY OR ANY OF THE UNDERWRITERS HAS AUTHORIZED, NOR DOES ANY OF THEM AUTHORIZE, THE MAKING OF ANY OFFER OF OFFERED CERTIFICATES IN CIRCUMSTANCES IN WHICH AN OBLIGATION ARISES FOR THE DEPOSITOR, THE TRUST OR AN UNDERWRITER TO PUBLISH OR SUPPLEMENT A PROSPECTUS FOR SUCH OFFER.
 
FOR THE PURPOSES OF THIS PROVISION AND THE PROVISION IMMEDIATELY BELOW, THE EXPRESSION “PROSPECTUS DIRECTIVE” MEANS DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE AND THE EXPRESSION “2010 PD AMENDING DIRECTIVE” MEANS DIRECTIVE 2010/73/EU.
 
EUROPEAN ECONOMIC AREA SELLING RESTRICTIONS
 
IN RELATION TO EACH RELEVANT MEMBER STATE, EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT, WITH EFFECT FROM AND INCLUDING THE DATE ON WHICH THE PROSPECTUS DIRECTIVE IS IMPLEMENTED IN THAT RELEVANT MEMBER STATE, IT HAS NOT MADE AND WILL NOT MAKE AN OFFER OF THE CERTIFICATES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS PROSPECTUS SUPPLEMENT TO THE PUBLIC IN THAT RELEVANT MEMBER STATE OTHER THAN:
 
(A) TO ANY LEGAL ENTITY WHICH IS A “QUALIFIED INVESTOR” AS DEFINED IN THE PROSPECTUS DIRECTIVE;
 
(B) TO FEWER THAN 100 OR, IF THE RELEVANT MEMBER STATE HAS IMPLEMENTED THE RELEVANT PROVISION OF THE 2010 PD AMENDING DIRECTIVE, 150, NATURAL OR LEGAL PERSONS (OTHER THAN “QUALIFIED INVESTORS” AS DEFINED IN THE PROSPECTUS DIRECTIVE) SUBJECT TO OBTAINING THE PRIOR CONSENT OF THE RELEVANT UNDERWRITER OR UNDERWRITERS NOMINATED BY THE ISSUING ENTITY FOR ANY SUCH OFFER; OR
 
(C) IN ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE;
 
 
S-9

 
 
PROVIDED THAT NO SUCH OFFER OF THE OFFERED CERTIFICATES REFERRED TO IN CLAUSES (A) TO (C) ABOVE SHALL REQUIRE THE DEPOSITOR, THE ISSUING ENTITY OR ANY UNDERWRITER TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.
 
FOR THE PURPOSES OF THE PRIOR PARAGRAPH, THE EXPRESSION AN “OFFER OF THE CERTIFICATES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS PROSPECTUS SUPPLEMENT TO THE PUBLIC” IN RELATION TO ANY OFFERED CERTIFICATE IN ANY RELEVANT MEMBER STATE MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE CERTIFICATES TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE TO THE OFFERED CERTIFICATES, AS THE SAME MAY BE VARIED IN THAT RELEVANT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT RELEVANT MEMBER STATE.
 
NOTICE TO RESIDENTS OF THE UNITED KINGDOM
 
THE ISSUING ENTITY MAY CONSTITUTE A “COLLECTIVE INVESTMENT SCHEME” AS DEFINED BY SECTION 235 OF THE FSMA THAT IS NOT A “RECOGNIZED COLLECTIVE INVESTMENT SCHEME” FOR THE PURPOSES OF THE FSMA AND THAT HAS NOT BEEN AUTHORIZED OR OTHERWISE APPROVED.  AS AN UNREGULATED SCHEME, THE OFFERED CERTIFICATES CANNOT BE MARKETED IN THE UNITED KINGDOM TO THE GENERAL PUBLIC, EXCEPT IN ACCORDANCE WITH THE FSMA.
 
THE DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT (A) IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 (THE “FINANCIAL PROMOTION ORDER”), OR (III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL PROMOTION ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “FPO PERSONS”); AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 14(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001 (THE “PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER”), OR (III) ARE PERSONS FALLING WITHIN ARTICLE 22(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “PCIS PERSONS” AND, TOGETHER WITH THE FPO PERSONS, THE “RELEVANT PERSONS”).
 
THIS PROSPECTUS SUPPLEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS SUPPLEMENT RELATES, INCLUDING THE OFFERED CERTIFICATES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  ANY PERSONS OTHER THAN RELEVANT PERSONS SHOULD NOT ACT OR RELY ON THIS PROSPECTUS SUPPLEMENT.
 
POTENTIAL INVESTORS IN THE UNITED KINGDOM ARE ADVISED THAT ALL, OR MOST, OF THE PROTECTIONS AFFORDED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL NOT
 
 
S-10

 
 
APPLY TO AN INVESTMENT IN THE OFFERED CERTIFICATES AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME.
 
 
S-11

 
 
         
 
SUMMARY OF TERMS
 
 
 
This summary highlights selected information from this prospectus supplement. It does not contain all of the information you need to consider in making your investment decision. To understand all of the terms of the offering of the offered certificates, read this entire document and the accompanying prospectus carefully.
 
     
  Relevant Parties and Dates  
         
 
Depositor
 
J.P. Morgan Chase Commercial Mortgage Securities Corp., a Delaware corporation, a wholly-owned subsidiary of JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States of America, which is a wholly-owned subsidiary of JPMorgan Chase & Co., a Delaware corporation. The depositor’s address is 383 Madison Avenue, 31st Floor, New York, New York 10179, and its telephone number is (212) 272-6858. See “Transaction Parties—The Depositor” in this prospectus supplement.
 
         
 
Issuing Entity
 
J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16, a New York common law trust, to be established on the closing date under the pooling and servicing agreement. For more detailed information, see “Transaction Parties—The Trust” in this prospectus supplement.
 
         
 
Mortgage Loan Sellers
 
JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States of America, General Electric Capital Corporation, a Delaware corporation, Redwood Commercial Mortgage Corporation, a Delaware corporation and Ladder Capital Finance LLC, a Delaware limited liability company.  JPMorgan Chase Bank, National Association is also an affiliate of each of the depositor and J.P. Morgan Securities LLC, one of the underwriters and an initial purchaser of the non-offered certificates. Ladder Capital Finance LLC is an affiliate of Ladder Capital Securities LLC, one of the underwriters and an initial purchaser of the non-offered certificates. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers” in this prospectus supplement.
 
         
     
Sellers of the Mortgage Loans
 
                               
     
Seller
   
Number
of
Mortgage
Loans
   
Aggregate
Principal
Balance of
Mortgage
Loans
   
Approx. % of
Initial
Pool
Balance
 
     
JPMCB
   
20
   
$
760,119,968
   
66.9
%
 
     
GECC
   
21
     
220,423,639
   
19.4
   
     
RCMC
   
12
     
106,358,681
   
9.4
   
     
LCF
   
7
     
49,014,959
   
4.3
   
     
Total
   
60
   
$
1,135,917,248
   
100.0
%
 
         
 
Master Servicer
 
Wells Fargo Bank, National Association, a national banking association, will be the master servicer and will be responsible for the master servicing and administration of the mortgage loans pursuant to the pooling and servicing agreement.
 
         
 
 
S-12

 
 
         
     
Each of the Veritas Multifamily Portfolio mortgage loan, the Hulen Mall mortgage loan and the 1615 L Street mortgage loan will be serviced under the pooling and servicing agreement entered into in connection with the issuance of the JPMBB Commercial Mortgage Securities Trust 2013-C15, Commercial Mortgage Pass Through Certificates, Series 2013-C15. The master servicer of the Veritas Multifamily Portfolio whole loan, the Hulen Mall whole loan and the 1615 L Street whole loan under the 2013-C15 pooling and servicing agreement is Wells Fargo Bank, National Association.
 
         
     
The principal west coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at MAC A0227-020, 1901 Harrison Street, Oakland, California 94612.  The principal east coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at MAC D1086-120, 550 South Tryon Street, Charlotte, North Carolina 28202. See “Transaction Parties—The Master Servicer” in this prospectus supplement.
 
         
     
The Miracle Mile Shops mortgage loan will be serviced under the pooling and servicing agreement entered into in connection with the issuance of the COMM 2013-CCRE12 Mortgage Trust, Commercial Mortgage Pass Through Certificates. The master servicer of the Miracle Mile Shops whole loan under the COMM 2013-CCRE12 pooling and servicing agreement is Wells Fargo Bank, National Association. Midland Loan Services, a Division of PNC Bank, National Association, will be acting as the primary servicer of the Miracle Mile Shops whole loan and will be entitled to receive a primary servicing fee with respect to the entire Miracle Mile Shops whole loan.
 
         
     
See “Description of the Mortgage PoolThe Whole LoansThe Veritas Multifamily Portfolio Whole Loan”, “The Hulen Mall Whole Loan”, “—The Miracle Mile Shops Whole Loan”, “—The 1615 L Street Whole Loan” and “Servicing of the Mortgage LoansServicing of the Veritas Multifamily Portfolio, Hulen Mall and 1615 L Street Mortgage Loans” and “—Servicing of the Miracle Mile Shops Mortgage Loan” in this prospectus supplement.
 
         
 
Special Servicer
 
Midland Loan Services, a Division of PNC Bank, National Association, will act as special servicer with respect to the mortgage loans.  The special servicer will be primarily responsible for making decisions and performing certain servicing functions with respect to the mortgage loans that, in general, are in default or as to which default is imminent. Midland Loan Services, a Division of PNC Bank, National Association was appointed to be the special servicer by BlackRock Financial Management Inc.  BlackRock Financial Management Inc. (or its affiliate) on behalf of one or more managed funds or accounts is expected to be the initial directing certificateholder.  BlackRock Financial Management Inc. (or its affiliate) on behalf of one or more managed funds or accounts is expected to purchase the Class E, Class F and Class NR certificates and may on behalf of one or more managed funds or accounts purchase other classes of certificates.
 
         
 
 
S-13

 
 
         
     
Midland Loan Services, a Division of PNC Bank, National Association, the special servicer, is an affiliate of BlackRock Financial Management, Inc.  BlackRock Financial Management Inc. (or one of its affiliates) on behalf of one or more managed funds or accounts is expected to be designated as the initial directing certificateholder.
 
         
     
Midland Loan Services, a Division of PNC Bank, National Association, which is expected to act as the special servicer, assisted BlackRock Financial Management, Inc. with due diligence relating to the mortgage loans to be included in the mortgage pool.
 
         
     
The principal servicing office of Midland Loan Services, a Division of PNC Bank, National Association is located at 10851 Mastin Street, Building 82, Suite 300, Overland Park, Kansas 66210, and its telephone number is (913) 253-9000.  See “Transaction Parties—The Special Servicer” in this prospectus supplement.
 
         
     
Each of the Veritas Multifamily Portfolio mortgage loan, the Hulen Mall mortgage loan and the 1615 L Street mortgage loan will be specially serviced under the 2013-C15 pooling and servicing agreement. The special servicer of the Veritas Multifamily Portfolio whole loan, the Hulen Mall whole loan and the 1615 L Street whole loan under the 2013-C15 pooling and servicing agreement is LNR Partners, LLC.
 
         
     
The Miracle Mile Shops mortgage loan will be specially serviced under the COMM 2013-CCRE12 pooling and servicing agreement. The special servicer of the Miracle Mile Shops whole loan under the COMM 2013-CCRE12 pooling and servicing agreement is LNR Partners, LLC. The primary servicing office of LNR Partners, LLC is located at 1601 Washington Avenue, Suite 700, Miami Beach, Florida 33139.
 
         
     
See “Description of the Mortgage PoolThe Whole LoansThe Veritas Multifamily Portfolio Whole Loan”, “The Hulen Mall Whole Loan”, “—The Miracle Mile Shops Whole Loan”, “—The 1615 L Street Whole Loan” and “Servicing of the Mortgage LoansServicing of the Veritas Multifamily Portfolio, Hulen Mall and 1615 L Street Mortgage Loans” and “—Servicing of the Miracle Mile Shops Mortgage Loan” in this prospectus supplement.
 
         
 
Trustee
 
U.S. Bank National Association, a national banking association. The corporate trust offices of U.S. Bank National Association are located at 190 South LaSalle Street, 7th floor, Chicago, Illinois 60603. See “Transaction Parties—The Trustee” in this prospectus supplement. Following the transfer of the mortgage loans into the trust, the trustee, on behalf of the trust, will become the mortgagee of record under each mortgage loan, except for (i) the Veritas Multifamily Portfolio mortgage loan, the Hulen Mall mortgage loan and the 1615 L Street mortgage loan, for which U.S. Bank National Association, as trustee, is the mortgagee of record under the JPMBB Commercial Mortgage Securities Trust 2013-C15 and (ii) the Miracle Mile Shops mortgage loan for which U.S. Bank National Association, as
 
         
 
 
S-14

 
 
         
     
trustee, is the mortgagee of record under the COMM 2013-CCRE12 Mortgage Trust. See “Transaction Parties—The Trustee” in this prospectus supplement in the prospectus.
 
         
 
Certificate Administrator
 
Wells Fargo Bank, National Association, a national banking association, will initially act as certificate administrator, custodian, certificate registrar and authenticating agent. The corporate trust offices of Wells Fargo Bank, National Association are located at 9062 Old Annapolis Road, Columbia, Maryland 21045 and for certificate transfer services, at Sixth Street & Marquette Avenue, Minneapolis, Minnesota 55479-0113. See “Transaction Parties—The Certificate Administrator” in this prospectus supplement.
 
         
 
Sponsors
 
JPMorgan Chase Bank, National Association, a national banking association, General Electric Capital Corporation, a Delaware corporation, Redwood Commercial Mortgage Corporation, a Delaware corporation and Ladder Capital Finance LLC, a Delaware limited liability company. For more information, see “Transaction Parties—The Sponsors and Mortgage Loan Sellers” in this prospectus supplement and “The Sponsor” in the prospectus.
 
         
 
Significant Obligor
 
The following mortgaged property is a “significant obligor” of the trust within the meaning given that term in Regulation AB under the Securities Act of 1933, as amended:
 
         
     
The Aire mortgaged property secures a mortgage loan (identified as Loan No. 1 on Annex A-1 to this prospectus supplement), with a principal balance as of the cut-off date of $135,000,000, which represents approximately 11.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. See “Description of Top Ten Mortgage Loans and Additional Mortgage Loan Information” in Annex A-3 to this prospectus supplement and “Transaction Parties—Significant Obligor” in this prospectus supplement.
 
         
 
Senior Trust Advisor
 
Pentalpha Surveillance LLC, a Delaware limited liability company, will be the senior trust advisor. During such time as (x) the Class E certificates have a certificate balance (taking into account the application of appraisal reductions to notionally reduce the certificate balance of such class of certificates) of less than 25% of the initial certificate balance of the Class E certificates or (y) a holder of the Class E certificates is the majority controlling class certificateholder and has irrevocably waived its right to exercise any of its rights as the controlling class certificateholder and such rights have not been reinstated to a successor controlling class certificateholder, the senior trust advisor will generally be required to review the special servicer’s operational practices in respect of specially serviced mortgage loans to formulate an opinion as to whether or not those operational practices generally satisfy the servicing standard with respect to the resolution and/or liquidation of specially serviced mortgage loans. In addition, during such time, the senior trust advisor will consult on a non-binding basis with the special servicer with regard to certain matters with respect to the servicing of specially serviced mortgage loans to the extent set
 
         
 
 
S-15

 
 
         
     
forth in the pooling and servicing agreement and described in this prospectus supplement. See “Transaction Parties—The Senior Trust Advisor” in this prospectus supplement.
 
         
     
From time to time and under certain circumstances, the senior trust advisor, in order to maintain its familiarity with the mortgage loans, is required to review promptly certain information available to privileged persons regarding the mortgage loans and certain asset status reports; however, the senior trust advisor generally will not be involved in any assessment of specific actions of the special servicer or be obligated to deliver any reports or otherwise provide feedback to investors as to any specific actions of the special servicer and, in any event, will be subject to limitations set forth in the pooling and servicing agreement and described in this prospectus supplement.
 
         
     
From time to time and under certain circumstances, the senior trust advisor will also prepare an annual report to be provided to the certificate administrator for the benefit of the certificateholders setting forth its assessment of the special servicer’s performance of its duties under the pooling and servicing agreement on a platform-level basis with respect to the resolution and liquidation of specially serviced mortgage loans.
 
         
     
After the occurrence of a consultation termination event, if the senior trust advisor determines the special servicer is not performing its duties as required under the pooling and servicing agreement or is otherwise not acting in accordance with the servicing standard, the senior trust advisor may recommend the replacement of the special servicer as described under “Transaction Parties—Replacement of the Special Servicer” in this prospectus supplement.
 
         
     
For additional information regarding the responsibilities of the senior trust advisor see “Servicing of the Mortgage Loans—The Senior Trust Advisor” in this prospectus supplement.
 
         
     
The senior trust advisor will be entitled to a fee payable on each distribution date calculated on the outstanding principal amount of each mortgage loan in the trust fund and the senior trust advisor fee rate, and will have certain rights to indemnification for certain expenses by the trust fund. The senior trust advisor will also be entitled under certain circumstances to a consulting fee. See “Servicing of the Mortgage Loans—The Senior Trust Advisor” in this prospectus supplement.
 
         
     
Notwithstanding the foregoing, the senior trust advisor will have no obligations or consultation rights under the pooling and servicing agreement for this transaction with respect to the following non-serviced whole loans or any related REO properties: Veritas Multifamily Portfolio whole loan, the Hulen Mall whole loan, the Miracle Mile Shops whole loan and the 1615 L Street whole loan. However, Pentalpha Surveillance LLC is also the senior trust advisor under the 2013-C15 pooling and servicing agreement and, in such capacity, will have certain consultation rights with respect to the Veritas Multifamily Portfolio whole loan (following the occurrence of a control appraisal
 
         
 
 
S-16

 
 
         
     
period, as defined in the related intercreditor agreement), the Hulen Mall whole loan and the 1615 L Street whole loan that are substantially similar to those of the senior trust advisor under the pooling and servicing agreement for this transaction. See “Description of the Mortgage Pool—The Whole Loans” in this prospectus supplement.
 
         
     
Park Bridge Lender Services LLC, a New York limited liability company and an indirect wholly-owned subsidiary of Park Bridge Financial LLC, is the operating advisor under the COMM 2013-CCRE12 pooling and servicing agreement and will, with respect to the Miracle Miles Shops whole loan, exercise consultation rights that are similar to the consultation rights exercised by the senior trust advisor on other mortgage loans in this transaction.
 
         
     
Furthermore, the senior trust advisor will have no obligations or consultation rights under the pooling and servicing agreement with respect to the Centura Tower I whole loan until the occurrence of a control appraisal period, as defined in the related intercreditor agreement.
 
         
 
Directing Certificateholder
 
With respect to each mortgage loan (other than the non-serviced mortgage loans), the directing certificateholder will be the controlling class certificateholder selected by more than 50% of the controlling class certificateholders (by certificate balance, as certified by the certificate registrar from time to time as provided for in the pooling and servicing agreement), or a representative thereof.
 
         
     
The controlling class will be the most subordinate class of the Class E, Class F and Class NR certificates then outstanding that has an aggregate certificate balance, as notionally reduced by any appraisal reductions allocable to such class, at least equal to 25% of the initial certificate balance of that class; provided, however, that during such time as the Class E certificates would be the controlling class, the holders of such certificates will have the right to irrevocably waive their personal right to appoint a directing certificateholder or to exercise any of the rights of the controlling class certificateholder (including the consent and consultation rights described below). No class of certificates, other than as described above, will be eligible to act as the controlling class or appoint a directing certificateholder.
 
         
     
The directing certificateholder will have certain consent and consultation rights under the pooling and servicing agreement in certain circumstances with respect to the mortgage loans (other than any non-serviced mortgage loan or any mortgage loan for which consent and consultation rights are held by the related subordinate companion loan); provided that, after and during such time as the Class E certificates have a certificate balance (taking into account the application of appraisal reductions to notionally reduce the certificate balance of such class of certificates) of less than 25% of the initial certificate balance, the consent rights will terminate.  After such time that none of the Class E, Class F and Class NR certificates has a then-outstanding certificate balance at least equal to 25% of the initial certificate balance of that class without regard to the
 
         
 
 
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application of any appraisal reductions, the consultation rights of the directing certificateholder will terminate.
 
         
     
It is anticipated that BlackRock Financial Management Inc. (or its affiliate) on behalf of one or more managed funds or accounts will be the initial directing certificateholder with respect to each mortgage loan (other than any non-serviced mortgage loans); however, we cannot assure you that arrangement will continue.  See “Risk Factors—Potential Conflicts of Interest—Potential Conflicts of Interest of the Directing Certificateholder” in this prospectus supplement.
 
         
     
Eightfold Real Estate Capital Fund III, L.P., or its affiliate, the directing certificateholder under the 2013-C15 pooling and servicing agreement, will have certain consent and consultation rights with respect to the Veritas Multifamily Portfolio mortgage loan, the Hulen Mall mortgage loan and the 1615 L Street mortgage loan that are substantially similar to those of the directing certificateholder under the pooling and servicing agreement.  See “Description of the Mortgage Pool—The Whole Loans—The Veritas Multifamily Portfolio Whole Loan”, “—The Hulen Mall Whole Loan”, and “—The 1615 L Street Whole Loan” in this prospectus supplement.
 
         
     
LNR Securities Holdings, LLC, the directing certificateholder under the COMM 2013-CCRE12 pooling and servicing agreement, will have certain consent and consultation rights with respect to the Miracle Mile Shops mortgage loan that are substantially similar to those of the directing certificateholder under the pooling and servicing agreement.  See “Description of the Mortgage Pool—The Whole Loans—The Miracle Mile Shops Whole Loan” in this prospectus supplement.
 
         
     
With respect to the Veritas Multifamily Portfolio mortgage loan and the Centura Tower I mortgage loan, during such time as the holder of the related subordinate companion loan (described below) is no longer permitted to exercise control or consultation rights under the related intercreditor agreement, the applicable directing certificateholder will generally have the same consent and consultation rights with respect to the related whole loan as it does for the other mortgage loans in the applicable securitization. See “Servicing of the Mortgage Loans—The Directing Certificateholder” and “Description of the Mortgage Pool—The Whole Loans—The Veritas Multifamily Portfolio Whole Loan” and “—The Centura Tower I Whole Loan” in this prospectus supplement.
 
         
  Holders of a Subordinate      
 
Companion Loan
 
Two (2) mortgage loans (identified as Loan Nos. 2 and 5 on Annex A-1 to this prospectus supplement), representing approximately 12.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are comprised of one or more senior notes and a subordinate companion loan. The holder of each subordinate companion loan will generally have the right to cure certain defaults with respect to the related mortgage loan and to purchase (without payment of any yield maintenance charge or prepayment premium) the related
 
         
 
 
S-18

 
 
         
     
mortgage loan under certain limited default circumstances. In addition, prior to the occurrence and continuance of a control appraisal period with respect to the subordinate companion loan, the holder of such subordinate companion loan will have the right to approve certain modifications and consent to certain actions to be taken with respect to such related mortgage loan under certain circumstances. The holder of each subordinate companion loan will also have the right under the related intercreditor agreement to replace the special servicer with respect to the related mortgage loan at any time prior to the occurrence and continuance of a control appraisal period with respect to such subordinate companion loan, subject to the requirements provided for in the related intercreditor agreement. See “Description of the Mortgage Pool—The Whole Loans—The Veritas Multifamily Portfolio Whole Loan”, “—The Centura Tower I Whole Loan” and “Transaction Parties—Replacement of the Special Servicer” in this prospectus supplement.
 
         
 
Certain Affiliations
 
JPMorgan Chase Bank, National Association and its affiliates have several roles in this transaction. J.P. Morgan Chase Commercial Mortgage Securities Corp. is the depositor and a wholly-owned subsidiary of JPMorgan Chase Bank, National Association. In addition, JPMorgan Chase Bank, National Association currently holds each of The Aire pari passu companion loan and the Centura Tower I subordinate companion loan; however, JPMorgan Chase Bank, National Association intends to deposit The Aire pari passu companion loan into a future securitization, and intends to sell the Centura Tower I subordinate companion loan to an unaffiliated third party investor. JPMorgan Chase Bank, National Association, General Electric Capital Corporation, Redwood Commercial Mortgage Corporation and Ladder Capital Finance LLC each have (or, as of the closing date, will have) originated or acquired their respective mortgage loans and will be selling them to the depositor. JPMorgan Chase Bank, National Association is also an affiliate of J.P. Morgan Securities LLC, an underwriter for the offering of the offered certificates and an initial purchaser of the non-offered certificates. JPMorgan Chase Bank, National Association is also a sponsor.
 
         
     
Ladder Capital Finance LLC, one of the sponsors and mortgage loan sellers, is an affiliate of Ladder Capital Securities LLC, an underwriter for the offering of the offered certificates and an initial purchaser of the non-offered certificates. Ladder Capital Finance LLC is an indirect wholly-owned subsidiary of Ladder Capital Finance Holdings LLLP. Ladder Capital Finance Holdings LLLP will guarantee the performance of Ladder Capital Finance LLC’s payment obligations in connection with a repurchase or substitution of any of its respective mortgage loans for material breaches of representations and warranties or defective loan documentation under the circumstances described under “Description of the Mortgage Pool—Sale of Mortgage Loans; Mortgage File Delivery” and “—Representations and Warranties; Repurchases and Substitutions” in this prospectus supplement.
 
         
 
 
S-19

 
 
         
     
Ladder Capital Finance LLC, Ladder Capital Securities LLC and Ladder Capital Finance Holdings LLLP are affiliates of the lender under a mezzanine loan secured by direct or indirect equity interests in the borrower under a mortgage loan (identified as Loan No. 45 on Annex A-1 of this prospectus supplement) that represents approximately 0.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. That mortgage loan was originated by Ladder Capital Finance LLC or an affiliate thereof. See “Risk FactorsPotential Conflicts of Interest” in this prospectus supplement.
 
         
     
Each of Wells Fargo Bank, National Association, JPMorgan Chase Bank, National Association and other third party lenders provide financing to affiliates of Ladder Capital Finance LLC through one or more repurchase facilities, and some or all of the mortgage loans being sold to the depositor by Ladder Capital Finance LLC are currently, or as of the securitization closing date may be, subject to those repurchase facilities. On or prior to the closing date, those affiliates of Ladder Capital Finance LLC will reacquire those mortgage loans, if any,  from the counterparties under those repurchase facilities, and Ladder Capital Finance LLC will acquire those mortgage loans from such affiliates. Ladder Capital Finance Holdings LLLP guarantees certain obligations under those repurchase facilities of the Ladder Capital Finance LLC affiliates that are the primary obligors thereunder. Midland Loan Services, a Division of PNC Bank, National Association, the special servicer, acts as a limited servicer for certain of the mortgage loans subject to the above referenced repurchase facility with JPMorgan Chase Bank, National Association. Wells Fargo Bank, National Association, the master servicer, acts as (i) interim servicer with respect to all of the mortgage loans that Ladder Capital Finance LLC will transfer to the depositor, and (ii) interim custodian of the loan documents for all of the mortgage loans that Ladder Capital Finance LLC will transfer to the depositor.
 
         
     
Redwood Commercial Mortgage Corporation is a wholly-owned subsidiary of Redwood Trust, Inc.  Redwood Trust, Inc. will guarantee the performance of Redwood Commercial Mortgage Corporation’s obligations to repurchase or replace its respective mortgage loans for material breaches of representations and warranties or defective loan documentation under the circumstances described under “Description of the Mortgage Pool—Sale of Mortgage Loans; Mortgage File Delivery” and “—Representations and Warranties; Repurchases and Substitutions” in this prospectus supplement.
 
         
     
Midland Loan Services, a Division of PNC Bank, National Association, the special servicer, is an affiliate of BlackRock Financial Management, Inc.  BlackRock Financial Management Inc. (or one of its affiliates) on behalf of one or more managed funds or accounts is expected to be designated as the initial directing certificateholder.
 
         
     
Midland Loan Services, a Division of PNC Bank, National Association, which is expected to act as the special servicer,
 
         
 
 
S-20

 
 
         
     
assisted BlackRock Financial Management, Inc. with due diligence relating to the mortgage loans to be included in the mortgage pool.
 
         
     
Wells Fargo Bank, National Association is the master servicer, the certificate administrator, the 17g-5 information provider and an affiliate of Wells Fargo Securities, LLC, an underwriter for the offering of the offered certificates.
 
         
     
These roles and other potential relationships may give rise to conflicts of interest as further described in this prospectus supplement under “Risk Factors—Potential Conflicts of Interest” in this prospectus supplement.
 
         
     
As described in “—Relevant Parties and Dates” above, each of the master servicer, the special servicer, the certificate administrator, the trustee and the senior trust advisor is also a service provider under one or more pooling and servicing agreements for different securitizations that govern the servicing and administration of the mortgage loans included in the trust but which will not be serviced under the pooling and servicing agreement for this transaction. These roles may create similar conflicts of interest as those described above.
 
         
 
Cut-off Date
 
With respect to each mortgage loan, the related due date in November 2013, or with respect to any mortgage loan that was originated in October 2013 and has its first due date in December 2013, the date that would otherwise have been the related due date in November 2013.
 
         
 
Closing Date
 
On or about November 21, 2013.
 
         
 
Distribution Date
 
The 4th business day following each determination date. The first distribution date will be in December 2013.
 
         
 
Interest Accrual Period
 
Interest will accrue on the offered certificates during the calendar month prior to the related distribution date. Interest will be calculated on the offered certificates assuming that each month has 30 days and each year has 360 days.
 
         
 
Due Period
 
For any mortgage loan and any distribution date, the period commencing on the day immediately following the due date for such mortgage loan in the month preceding the month in which that distribution date occurs and ending on and including the due date for such mortgage loan in the month in which that distribution date occurs. However, in the event that the last day of a due period (or applicable grace period) is not a business day, any periodic payments received with respect to the mortgage loans relating to that due period on the business day immediately following that last day will be deemed to have been received during that due period and not during any other due period.
 
         
 
Determination Date
 
The 11th calendar day of each month or, if the 11th calendar day is not a business day, then the business day immediately succeeding such 11th calendar day.
 
         
 
 
S-21

 
 
         
 
Record Date
 
With respect to any distribution date, the last business day of the month preceding the month in which that distribution date occurs.
 
         
 
Assumed Final Distribution Date
 
The assumed final distribution dates set forth below for each class have been determined on the basis of the assumptions described in “Description of the Certificates—Assumed Final Distribution Date; Rated Final Distribution Date” in this prospectus supplement:
 
           
     
Class A-1
August 2018
 
     
Class A-2
November 2018
 
     
Class A-3
September 2023
 
     
Class A-4
October 2023
 
     
Class A-SB
July 2023
 
     
Class X-A
November 2023
 
     
Class X-B
November 2023
 
     
Class A-S
November 2023
 
     
Class B
November 2023
 
     
Class C
November 2023
 
     
Class EC
November 2023
 
           
 
 
S-22

 
 
     
 
Transaction Overview
 
     
 
          On the closing date, each sponsor will sell its respective mortgage loans to the depositor, which will in turn deposit the mortgage loans into the issuing entity, a common law trust created on the closing date. The trust, which will be the issuing entity, will be formed by a pooling and servicing agreement, to be entered into among the depositor, the master servicer, the special servicer, the certificate administrator, the trustee and the senior trust advisor. The master servicer will service the mortgage loans (other than the specially serviced mortgage loans and any non-serviced mortgage loan) in accordance with the pooling and servicing agreement and provide the information to the certificate administrator necessary for the certificate administrator to calculate distributions and other information regarding the certificates.
 
     
 
          The transfers of the mortgage loans from the sponsors to the depositor and from the depositor to the issuing entity in exchange for the offered certificates are illustrated below:
 
     
  (flow chart)  
     
 
 
S-23

 
 
         
  Offered Certificates  
         
 
General
 
We are offering the following classes of commercial mortgage pass-through certificates as part of Series 2013-C16:
 
           
     
Class A-1
 
     
Class A-2
 
     
Class A-3
 
     
Class A-4
 
     
Class A-SB
 
     
Class X-A
 
     
Class X-B
 
     
Class A-S
 
     
Class B
 
     
Class C
 
     
Class EC
 
         
     
The certificates will consist of the above classes and the following classes that are not being offered by this prospectus supplement and the accompanying prospectus:  Class X-C, Class D, Class E, Class F, Class NR and Class R.
 
         
     
The certificates will collectively represent beneficial ownership in the issuing entity, a trust created by J.P. Morgan Chase Commercial Mortgage Securities Corp. The trust’s assets will primarily be sixty (60) fixed rate commercial mortgage loans secured by first mortgage liens on one hundred thirteen (113) mortgaged properties.  The mortgage loans are comprised of (i) the fifty-four (54) commercial mortgage loans (which have no related pari passu or subordinate interest secured by the related mortgaged property), (ii) four (4) mortgage loans represented by a pari passu portion of a split whole loan only, (iii) one (1) mortgage loan represented by a pari passu portion of a split senior mortgage loan and its related subordinate companion loan (i.e., a subordinate companion loan that is not an asset of the trust) secured by the related mortgaged property and (iv) one (1) mortgage loan represented by the senior mortgage loan and a related subordinate companion loan (i.e., a subordinate companion loan that is not an asset of the trust).
 
         
     
For purposes of the mortgage loan and pool composition data and other information contained in this prospectus supplement (including the annexes and statistical information), the above described pari passu or subordinate companion loans are not reflected in this prospectus supplement, and the term “mortgage loan” does not include any pari passu or subordinate companion loan, unless otherwise expressly stated in this prospectus supplement.  Loan-to-value ratios, debt service coverage ratios and debt yield ratios with respect to any mortgage loan with one or more companion loans are calculated including the principal balance and debt service payment of the related pari passu companion loans, but excluding the subordinate companion loan.
 
         
 
 
S-24

 
 
         
 
Certificate Balances and
     
 
Notional Amounts
 
Your certificates will have the approximate aggregate initial certificate balance or notional amount set forth below, subject to a variance of plus or minus 5%:
 
               
     
Class A-1
$
56,761,000
   
     
Class A-2
$
236,641,000
   
     
Class A-3
$
145,000,000
   
     
Class A-4
$
276,236,000
   
     
Class A-SB
$
80,504,000
   
     
Class X-A
$
878,916,000
   
     
Class X-B
$
73,835,000
   
     
Class A-S
$
83,774,000
(1)  
     
Class B
$
73,835,000
(1)  
     
Class C
$
41,177,000
(1)  
     
Class EC
$
198,786,000
(1)  
             
     
(1)
The initial certificate balance of any of the Class A-S, Class B or Class C certificates represents the principal balance of such class without giving effect to any exchange and conversion for Class EC certificates. The initial certificate balance of the Class EC certificates is equal to the aggregate of the initial certificate balances of the Class A-S, Class B and Class C certificates and represents the maximum principal balance of such class that could be issued in an exchange and conversion. In the event that none of the Class A-S, Class B and Class C certificates are converted to Class EC certificates, the Class EC certificate balance would be equal to zero. Other than for federal income tax purposes, any exchange of (i) a portion of the Class A-S, Class B or Class C certificates will result in a conversion and reduction, on a dollar-for-dollar basis, of a proportionate share of each related component class of Class A-S, Class B and Class C certificates for, and an increase, on a dollar-for-dollar basis, of the certificate balance of the Class EC certificates, and (ii) any amount of the Class EC certificates will result in a conversion and reduction, on a dollar-for-dollar basis, of the certificate balance of the Class EC certificates converted and an increase, on a dollar-for-dollar basis, of a proportionate share of the related certificate balances of each class of Class A-S, Class B and Class C certificates.
 
         
 
Pass-Through Rates
     
         
 
A. Offered Certificates
 
Your certificates will accrue interest at an annual rate called a pass-through rate. The initial approximate pass-through rate is set forth below for each class:
 
           
     
Class A-1
1.2232%  
     
Class A-2
3.0700%  
     
Class A-3
3.8812%  
     
Class A-4
4.1664%
 
     
Class A-SB
3.6744%
 
     
Class X-A
1.3859%(1)
 
     
Class X-B
0.0648%(2)
 
     
Class A-S
4.5169%
 
     
Class B
4.9436%
 
     
Class C
5.0084%
 
     
Class EC
    N/A(3)
 
             
     
(1)
The interest accrual amount on the Class X-A certificates will be calculated by reference to a notional amount equal to the aggregate of the certificate balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S certificates (calculated without giving effect to any exchange and conversion of any Class A-S certificates for Class EC certificates). The pass-through rate for the Class X-A certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S certificates weighted on the basis of their respective certificate balances immediately prior to that distribution date (calculated without
 
           
 
 
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giving effect to any exchange of Class A-S certificates for Class EC certificates) as described under “Description of the Certificates—Distributions” in this prospectus supplement.
 
           
     
(2)
The interest accrual amount on the Class X-B certificates will be calculated by reference to a notional amount equal to the certificate balance of the Class B certificates (calculated without giving effect to any exchange and conversion of any Class B certificates for Class EC certificates) . The pass-through rate for the Class X-B certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30- day months) for the related distribution date, over (b) the pass-through rate on the Class B certificates for that distribution date, as described under “Description of the Certificates—Distributions” in this prospectus supplement.
 
           
     
(3)
The Class EC certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest that would otherwise be distributable on the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates.  The effective pass-through rate applicable to the Class EC certificates for the initial distribution date is approximately 4.7772% per annum.
 
         
  B. Class EC and      
 
Exchangeable Certificates
 
Exchangeable certificates (the Class A-S, Class B and Class C certificates), in the exchange proportion described in this prospectus supplement, may be converted in an exchange for Class EC certificates. Conversely, Class EC certificates may be converted in an exchange for a proportionate interest in the exchangeable certificates (in the exchange proportion described in this prospectus supplement).  The Class EC certificates will receive principal and interest that would otherwise have been payable on the portion of the exchangeable certificates that have been exchanged for such Class EC certificates. Any such allocations of principal and interest as between Class EC certificates, on the one hand, and exchangeable certificates, on the other hand, will have no effect on the principal or interest entitlements of any other class of certificates.  Exchanges will be subject to various conditions that we describe in this prospectus supplement. See “Description of the Offered Certificates—Exchanges of Exchangeable Certificates and Class EC Certificates” in this prospectus supplement for a description of the conversion and exchange procedures relating to the Class EC certificates and the exchangeable certificates.  See also “Risk Factors—Risks Related to the Offered Certificates— Risks Relating to the Exchangeable Certificates and Class EC Certificates” in this prospectus supplement.
 
         
  C. Interest Rate Calculation      
 
Convention
 
Interest on the offered certificates will be calculated based on a 360-day year consisting of twelve 30-day months, or a “30/360 basis”.
 
         
     
For purposes of calculating the pass-through rates on the offered certificates (other than the Class EC certificates), the interest rate for each mortgage loan that accrues interest based on the actual number of days in each month and assuming a 360-day year, or an “actual/360 basis”, will be recalculated, if necessary, so that the amount of interest that would accrue at that recalculated rate in the applicable month, calculated on a 30/360 basis, will equal the amount of interest that is required to be paid on that mortgage loan in that month, subject to certain adjustments as described in “Description of the Certificates—
 
         
 
 
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Distributions—Pass-Through Rates” and “—Interest Distribution Amount” in this prospectus supplement.
 
         
 
D. Servicing and
     
 
Administration Fees
 
The master servicer and special servicer are entitled to a master servicing fee and a special servicing fee, respectively, from the interest payments on each mortgage loan and each serviced companion loan, and with respect to special servicing fees, if the related loan interest payments (or other collections in respect of the related loan or property) are insufficient, then from general collections on all mortgage loans. The servicing fee for each distribution date pursuant to the pooling and servicing agreement, which includes the master servicing fee and the portion of the servicing fee payable to the primary servicer, is calculated on the outstanding principal amount of each mortgage loan (including any non-serviced mortgage loan) in the trust at the servicing fee rate equal to a per annum rate ranging from 0.005% to 0.075%. The special servicing fee for each distribution date is calculated based on the outstanding principal amount of each mortgage loan that is a specially serviced mortgage loan or REO loan at the special servicing fee rate equal to a per annum rate of 0.25%; provided, however, that the special servicer will not be entitled to a special servicing fee with respect to any non-serviced mortgage loan, but (i) with respect to each of the Veritas Multifamily Portfolio, Hulen Mall and 1615 L Street mortgage loans, the special servicer under the 2013-C15 pooling and servicing agreement will be entitled to a special servicing fee equal to the greater of 0.25% per annum and a per annum rate that would result in a special servicing fee of $3,500 for the related month in accordance with the 2013-C15 pooling and servicing agreement and (ii) with respect to the Miracle Mile Shops mortgage loan, the special servicer under the COMM 2013-CCRE12 pooling and servicing agreement will be entitled to a special servicing fee of 0.25% per annum in accordance with the COMM 2013-CCRE12 pooling and servicing agreement.  Any primary servicing fees or sub-servicing fees will be paid by the master servicer or special servicer, respectively, out of the fees described above. The master servicer and special servicer are also entitled to additional fees and amounts, including income on the amounts held in certain accounts and certain permitted investments, liquidation fees and workout fees.  See “Transaction PartiesServicing and Other Compensation and Payment of Expenses” in this prospectus supplement.
 
         
     
The certificate administrator fee for each distribution date is calculated on the outstanding principal amount of each mortgage loan (including any non-serviced mortgage loan, but excluding any related companion loan) in the trust fund at the certificate administrator fee rate equal to a per annum rate of 0.00410%. The trustee fee is payable by the certificate administrator from the certificate administrator fee. The senior trust advisor will be entitled to a fee on each distribution date calculated on the outstanding principal amount of each mortgage loan in the trust fund and at the senior trust advisor fee rate, which will be a per annum rate of 0.00195%. The senior trust advisor will also be entitled under certain circumstances to a consulting fee. Fees
 
         
 
 
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payable by the trust to the master servicer, special servicer and senior trust advisor are generally payable prior to any distributions to certificateholders. See “Transaction Parties—Servicing and Other Compensation and Payment of Expenses” and “Servicing of the Mortgage Loans—The Senior Trust Advisor” in this prospectus supplement.
 
         
     
Additionally, with respect to each distribution date, an amount equal to the product of 0.0005% per annum multiplied by the outstanding principal amount of each mortgage loan and any REO loan (but not any companion loan) in the trust will be payable to the Commercial Real Estate Finance Council as a license fee for use of their names and trademarks, including an investor reporting package. This fee will be payable prior to any distributions to certificateholders.
 
         
 
Distributions
     
         
  A. Amount and Order of      
 
Distributions
 
On each distribution date, funds available for distribution from the mortgage loans, net of specified trust fees, reimbursements, expenses and yield maintenance charges or other prepayment premiums and excess interest will be distributed to the certificates in the following amounts and order of priority:
 
         
     
First/Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B and Class X-C certificates:  To pay interest on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B and Class X-C certificates, pro rata, in each case in accordance with their interest entitlements.
 
         
     
Second/Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB certificates:  To the extent of funds allocated to principal and available for distribution:  (a) first, to principal on the Class A-SB certificates, until the certificate balance of the Class A-SB certificates is reduced to the planned principal balance for the related distribution date set forth in Annex E to this prospectus supplement, (b) second, to principal on the Class A-1 certificates, until the certificate balance of the Class A-1 certificates has been reduced to zero, (c) third, to principal on the Class A-2 certificates, until the certificate balance of the Class A-2 certificates has been reduced to zero, (d) fourth, to principal on the Class A-3 certificates, until the certificate balance of the Class A-3 certificates has been reduced to zero, (e) fifth, to principal on the Class A-4 certificates, until the certificate balance on the Class A-4 certificates has been reduced to zero and (f) sixth, to principal on the Class A-SB certificates, until the certificate balance of the Class A-SB certificates has been reduced to zero. If the certificate balance of each class of certificates other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB certificates has been reduced to zero as a result of the allocation of mortgage loan losses to those certificates, funds available for distributions of principal will be distributed to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB certificates, pro rata, without regard to the distribution priorities described above or the planned principal balance of the Class A-SB certificates.
 
         
 
 
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Third/Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB certificates:  To reimburse the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB certificates, pro rata, for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by those classes.
 
         
     
Fourth/Class A-S certificates:  To the Class A-S certificates as follows:  (a) first, to interest on the Class A-S certificates, in an amount up to their interest entitlement; (b) second, to the extent of funds allocated to principal and available for distribution remaining after distributions in respect of principal to each class with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB certificates), to principal on the Class A-S certificates, until the certificate balance of the Class A-S certificates has been reduced to zero; and (c) third, to reimburse the Class A-S certificates, for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that class.
 
         
     
Fifth/Class B certificates:  To the Class B certificates in a manner analogous to the Class A-S certificates’ allocations of priority Fourth above.
 
         
     
Sixth/Class C certificates:  To the Class C certificates in a manner analogous to the Class A-S certificates’ allocations of priority Fourth above.
 
         
     
Seventh/Non-offered certificates (other than the Class X-C certificates):  In the amounts and order of priority described in “Description of the Certificates—Distributions” in this prospectus supplement.
 
         
     
On each distribution date, the Class EC certificates will receive, in the aggregate, the sum of the principal and interest and other amounts otherwise distributable to the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates and will similarly be allocated the realized losses and other shortfalls otherwise allocable to the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates.
 
         
  B. Interest and Principal      
 
Entitlements
 
A description of the interest entitlement of each class of certificates (other than the Class R certificates) can be found in “Description of the Certificates—Distributions—Interest Distribution Amount” in this prospectus supplement.
 
         
     
A description of the amount of principal required to be distributed to each class of certificates entitled to principal on a particular distribution date can be found in “Description of the Certificates—Distributions—Principal Distribution Amount” in this prospectus supplement.
 
         
  C. Yield Maintenance Charges and      
 
Prepayment Premiums
 
Yield maintenance charges and prepayment premiums with respect to the mortgage loans will be allocated to the certificates
 
         
 
 
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      as described in “Description of the Certificates—Allocation of Yield Maintenance Charges and Prepayment Premiums” in this prospectus supplement.  
         
     
For an explanation of the calculation of yield maintenance charges, see “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans” in this prospectus supplement.
 
         
 
D. General
 
The chart below describes the manner in which the payment rights of certain classes of certificates will be senior or subordinate, as the case may be, to the payment rights of other classes of certificates. The chart shows the entitlement to receive principal and/or interest of certain classes of certificates (other than excess interest that accrues on each mortgage loan that has an anticipated repayment date) on any distribution date in descending order. It also shows the manner in which mortgage loan losses are allocated to certain classes of the certificates in ascending order (beginning with the non-offered certificates, other than the Class R certificates); provided that no principal payments or mortgage loan losses will be allocated to the Class X-A, Class X-B, Class X-C or Class R certificates, although principal payments and mortgage loan losses may reduce the notional amount of the Class X-A, Class X-B or Class X-C certificates and, therefore, the amount of interest they accrue.
 
         
      (flow chart)  
             
     
(1)
The Class X-A, Class X-B and Class X-C certificates are interest-only certificates and the Class X-C certificates are not offered by this prospectus supplement.
 
           
     
(2)
The Class A-S, Class B and Class C certificates may be exchanged for Class EC certificates in the manner described under “Description of the Certificates—Exchanges of Exchangeable Certificates and Class EC Certificates” in this prospectus supplement.
 
           
     
(3)
Other than the Class X-C and Class R certificates.
 
           
      Other than the subordination of certain classes of certificates, as described above, no other form of credit enhancement will be  
           
 
 
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available for the benefit of the holders of the certificates offered hereby.
 
         
     
On each distribution date, the Class EC certificates will receive, in the aggregate, the sum of the principal and interest and other amounts otherwise distributable to the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates and will similarly be allocated any realized losses and other shortfalls otherwise allocable to the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates.
 
         
     
Principal losses (and principal payments, if any) on mortgage loans that are allocated to a class of certificates (other than the Class X-A, Class X-B, Class X-C or Class R certificates) will reduce the certificate balance of that class of certificates.
 
         
     
The notional amount of the Class X-A certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S certificates (determined without giving effect to any exchange and conversion of any Class A-S certificates for Class EC certificates). The notional amount of the Class X-B certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class B certificates (determined without giving effect to any exchange and conversion of any Class B certificates for Class EC certificates). The notional amount of the Class X-C certificates will be reduced by the amount of principal losses or payments, if any, allocated to the Class E, Class F and Class NR certificates.
 
         
     
See “Description of the Certificates” in this prospectus supplement.
 
         
 
E. Shortfalls in Available Funds
 
The following types of shortfalls in available funds will reduce distributions to the classes of certificates with the lowest payment priorities:  shortfalls resulting from the payment of special servicing fees and other additional compensation that the special servicer is entitled to receive; shortfalls resulting from interest on advances made by the master servicer, the special servicer or the trustee (to the extent not covered by late payment charges or default interest paid by the related borrower); shortfalls resulting from the application of appraisal reductions to reduce principal and interest advances; shortfalls resulting from extraordinary expenses of the trust, including indemnification payments payable to the depositor, master servicer, special servicer, certificate administrator, trustee or senior trust advisor; shortfalls resulting from a modification of a mortgage loan’s interest rate or principal balance; and shortfalls resulting from other unanticipated or default-related expenses of the trust. Prepayment interest shortfalls on the mortgage loans that are not covered by certain compensating interest payments made by the master servicer are required to be allocated among the classes of certificates (other than the Class EC and Class R certificates), on a pro rata basis, to reduce the amount of interest payable on each such class of certificates to the extent described in this prospectus supplement. The Class EC certificates will receive
 
         
 
 
S-31

 
 
         
     
the sum of the interest that would otherwise be distributable to the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates, and will therefore bear the risk of prepayment interest shortfalls that would otherwise be allocated to such certificates.  See “Description of the Certificates—Distributions—Priority” in this prospectus supplement.
 
         
 
F. Excess Interest
 
On each distribution date, any excess interest in respect of the increase in the interest rate on any mortgage loan with an anticipated repayment date after the related anticipated repayment date to the extent actually collected and applied as interest during a due period will be distributed to the holders of the Class NR certificates on the related distribution date. This excess interest will not be available to make distributions to any other class of certificates or to provide credit support for other classes of certificates or offset any interest shortfalls or to pay any other amounts to any other party under the pooling and servicing agreement.  The Class NR certificates will be entitled to such distributions of excess interest notwithstanding any reduction of their related certificate balance to zero.
 
         
 
Advances
     
         
 
A. P&I Advances
 
The master servicer is required to advance a delinquent periodic mortgage loan payment (unless the master servicer or the special servicer determines that the advance would be non-recoverable). Neither the master servicer nor the trustee will be required to advance balloon payments due at maturity in excess of the regular periodic payment, interest in excess of a mortgage loan’s regular interest rate, default interest, late payment charges, prepayment premiums or yield maintenance charges. The amount of the interest portion of any advance will be subject to reduction to the extent that an appraisal reduction of the related mortgage loan has occurred (and with respect to any mortgage loan that is part of a split loan structure, to the extent such appraisal reduction amount is allocated to the related mortgage loan). See “Description of the Certificates—Advances” in this prospectus supplement. There may be other circumstances in which the master servicer will not be required to advance a full month of principal and/or interest. If the master servicer fails to make a required advance, the trustee will be required to make the advance, unless the trustee determines that the advance would be non-recoverable. See “Description of the Certificates—Advances” in this prospectus supplement. If an interest advance is made by the master servicer, the master servicer will not advance its servicing fee, but will advance the certificate administrator’s fee and the CREFC® license fee. See “Description of the Certificates—Advances” in this prospectus supplement.  None of the master servicer, special servicer or trustee will make, or be permitted to make, any principal or interest advance with respect to any companion loan that is not part of the trust.
 
         
 
B. Property Protection Advances
  The master servicer may be required, and the special servicer may be permitted, to make advances with respect to mortgage  
         
 
 
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loans that it is required to service to pay delinquent real estate taxes, assessments and hazard insurance premiums and similar expenses necessary to:
 
         
     
protect and maintain (and in the case of REO properties, lease and manage) the related mortgaged property;
 
           
     
maintain the lien on the related mortgaged property; and/or
 
           
     
enforce the related mortgage loan documents.
 
           
     
If the master servicer fails to make a required advance of this type, the trustee will be required to make this advance. None of the master servicer, the special servicer or the trustee is required to advance amounts determined by such party to be non-recoverable. See “Description of the Certificates—Advances” in this prospectus supplement.
 
         
 
C. Interest on Advances
 
The master servicer, the special servicer and the trustee, as applicable, will be entitled to interest on the above described advances at the “Prime Rate” as published in The Wall Street Journal, as described in this prospectus supplement. Interest accrued on outstanding advances may result in reductions in amounts otherwise payable on the certificates. Neither the master servicer nor the trustee will be entitled to interest on advances made with respect to principal and interest due on a mortgage loan until the related due date has passed and any grace period for late payments applicable to the mortgage loan has expired. See “Description of the Certificates—Advances” and “—Subordination; Allocation of Collateral Support Deficit” in this prospectus supplement.
 
         
  The Mortgage Loans  
         
 
The Mortgage Pool
 
The trust’s primary assets will be sixty (60) fixed rate commercial mortgage loans, each evidenced by one or more promissory notes secured by first mortgages, deeds of trust, deeds to secure debt or similar security instruments on the fee or leasehold estate of the related borrower in one hundred thirteen (113) commercial, multifamily and manufactured housing properties.
 
         
     
The aggregate principal balance of the mortgage loans as of the cut-off date will be approximately $1,135,917,248.
 
         
     
Loan Combinations
 
         
     
Six (6) mortgage loans (identified as Loan Nos. 1, 2, 5, 9, 10 and 11 on Annex A-1 to this prospectus supplement), representing approximately 34.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are each part of a split loan structure, five (5) of which feature one or more pari passu companion loans and two (2) of which feature a subordinate companion loan evidenced by a junior note as described below.
 
In the case of the mortgage loan referred to in this prospectus supplement as The Aire mortgage loan (identified as Loan No. 1
 
 

 
S-33

 
 
         
     
on Annex A-1 to this prospectus supplement), representing approximately 11.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, that mortgage loan is secured by the same mortgage instrument on the same mortgaged property as a related pari passu companion loan, which companion loan is evidenced by a pari passu note that is not part of the trust, and is referred to in this prospectus supplement as The Aire pari passu companion loan.
 
         
     
In the case of the mortgage loan referred to in this prospectus supplement as the Veritas Multifamily Portfolio mortgage loan (identified as Loan No. 2 on Annex A-1 to this prospectus supplement), representing approximately 8.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, that mortgage loan is secured by the same mortgage instruments on the same mortgaged properties as (i) a related pari passu companion loan, which companion loan is evidenced by a pari passu note that is not part of the trust, and is referred to in this prospectus supplement as the Veritas Multifamily Portfolio pari passu companion loan, and (ii) a related subordinate companion loan, which companion loan is evidenced by a subordinate note that is not part of the trust, and is referred to in this prospectus supplement as the Veritas Multifamily Portfolio subordinate companion loan.
 
         
     
In the case of the mortgage loan referred to this prospectus supplement as the Centura Tower I mortgage loan (identified as Loan No. 5 on Annex A-1 to this prospectus supplement), representing approximately 4.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, that mortgage loan is secured by the same mortgage instrument on the same mortgaged property as a related subordinate companion loan, which companion loan is evidenced by a junior note that is not part of the trust, and is referred to in this prospectus supplement as the Centura Tower I subordinate companion loan.
 
         
     
In the case of the mortgage loan referred to in this prospectus supplement as the Hulen Mall mortgage loan (identified as Loan No. 9 on Annex A-1 to this prospectus supplement), representing approximately 3.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, that mortgage loan is secured by the same mortgage instrument on the same mortgaged property as a related pari passu companion loan, which companion loan is evidenced by a pari passu note that is not part of the trust, and is referred to in this prospectus supplement as the Hulen Mall pari passu companion loan.
 
 
     
In the case of the mortgage loan referred to in this prospectus supplement as the Miracle Mile Shops mortgage loan (identified as Loan No. 10 on Annex A-1 to this prospectus supplement), representing approximately 3.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, that mortgage loan is secured by the same mortgage instrument on the same mortgaged property as five (5) related pari passu companion loans, which companion loans are each evidenced
 
     
 
 

 
S-34

 

         
      by a pari passu note that is not part of the trust, and which are referred to in this prospectus supplement as the Miracle Mile Shops pari passu companion loans.  
         
     
In the case of the mortgage loan referred to in this prospectus supplement as the 1615 L Street mortgage loan (identified as Loan No. 11 on Annex A 1 to this prospectus supplement), representing approximately 3.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, that mortgage loan is secured by the same mortgage instrument on the same mortgaged property as a related pari passu companion loan, which companion loan is evidenced by a pari passu note that is not part of the trust, and is referred to in this prospectus supplement as the 1615 L Street pari passu companion loan.
 
         
     
The following table and discussion contains general information regarding the loan combinations:
 
                                         
 
Loan
No.
 
Mortgage Loan
 
Mortgage Loan
Cut-off Date
Balance
 
Approx.
% of
Initial
Pool
Balance
 
Aggregate
Pari Passu
Companion
Loan Cut-off
Date
Principal
Balance
 
Subordinate Companion
Loan Cut-off
Date
Principal
Balance
 
 
1
   
The Aire
 
$
135,000,000
     
11.9
%
 
$
90,000,000
     
N/A
 
 
2
   
Veritas Multifamily Portfolio
 
$
92,500,000
     
8.1
%
 
$
119,000,000
   
$
20,000,000
 
 
5
   
Centura Tower I
 
$
50,000,000
     
4.4
%
   
N/A
   
$
10,000,000
 
 
9
   
Hulen Mall
 
$
39,949,652
     
3.5
%
 
$
89,886,716
     
N/A
 
 
10
   
Miracle Mile Shops
 
$
35,000,000
     
3.1
%
 
$
545,000,000
(1)
   
N/A
 
 
11
   
1615 L Street
 
$
34,250,000
     
3.0
%
 
$
100,000,000
     
N/A
 
             
             
     
(1)
The Miracle Mile Shops mortgage loan has five (5) pari passu companion loans.
 
         
     
Each mortgage loan identified in the above table is included in the trust; in each instance the related pari passu companion loan or subordinate companion loan is not included in the trust.  In the case of each of the Veritas Multifamily Portfolio pari passu companion loan, the Hulen Mall pari passu companion loan and the 1615 L Street pari passu companion loan, each related pari passu companion loan is included in the JPMBB Commercial Mortgage Securities Trust 2013-C15.  In the case of The Aire pari passu companion loan, the pari passu companion loan is expected to be deposited into a future securitization. In the case of the Miracle Mile Shops pari passu companion loans, one of the related pari passu companion loans is included in the JPMBB Commercial Mortgage Securities Trust 2013-C15, one of the related pari passu companion loans is included in the COMM 2013-CCRE11 Mortgage Trust, one of the related pari passu companion loans is included in the COMM 2013-CCRE12 Mortgage Trust and two of the related pari passu companion loans are expected to be deposited into two or more future securitizations.
 
         
     
The Aire mortgage loan and The Aire pari passu companion loan will be serviced in accordance with the pooling and servicing agreement for this transaction by the master servicer and the special servicer, and in accordance with the servicing standard provided in such pooling and servicing agreement.  In addition, pursuant to the related intercreditor agreement, the directing
 
         

 
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certificateholder (prior to the occurrence of a control event) may exercise certain rights granted to the holder of The Aire mortgage loan, and therefore will have the right, subject to certain conditions set forth in the related intercreditor agreement, to advise and direct the master servicer and/or special servicer with respect to various servicing matters or mortgage loan modifications affecting the applicable mortgage loan in the related split loan structure.  See “Description of the Mortgage Pool—The Whole LoansThe Aire Whole Loan” in this prospectus supplement.
 
         
     
The Centura Tower I mortgage loan and the related subordinate companion loan will be serviced in accordance with the pooling and servicing agreement for this transaction and the related intercreditor agreement by the master servicer and the special servicer, and in accordance with the servicing standard provided in the pooling and servicing agreement. Prior to the occurrence and continuance of a control appraisal event, the holder of the related subordinate companion loan will have the right to approve certain modifications to the related mortgage loan and to consent to certain actions to be taken with respect to the related mortgage loan under certain circumstances. In addition, the holder of the subordinate companion loan will have the right to purchase the related mortgage loan and cure defaults under the related mortgage loan under certain limited circumstances.  The holder of the subordinate companion loan will also have the right under the related intercreditor agreement to replace the special servicer with respect to the related mortgage loan at any time prior to the occurrence and continuance of a control appraisal period with respect to such subordinate companion loan, subject to the requirements provided for in the related intercreditor agreement.  See “Description of the Mortgage Pool—The Whole Loans—The Centura Tower I Whole Loan” in this prospectus supplement.
 
         
     
The Veritas Multifamily Portfolio mortgage loan, the Veritas Multifamily Portfolio pari passu companion loan, the Veritas Multifamily Portfolio subordinate companion loan, the Hulen Mall mortgage loan, the Hulen Mall pari passu companion loan, the 1615 L Street mortgage loan and the 1615 L Street pari passu companion loan will each be serviced under the 2013-C15 pooling and servicing agreement entered into in connection with the issuance of the JPMBB Commercial Mortgage Securities Trust 2013-C15, Commercial Mortgage Pass Through Certificates, Series 2013-C15. In addition, pursuant to the intercreditor agreement related to each such companion loan, the directing certificateholder under that securitization may exercise certain rights granted to the holder of the Veritas Multifamily Portfolio pari passu companion loan (after the occurrence of a control appraisal period with respect to the related subordinate companion loan), the Hulen Mall pari passu companion loan and the 1615 L Street pari passu companion loan, and therefore will have the right, subject to certain conditions set forth in the related intercreditor agreement, to advise and direct the 2013-C15 master servicer and/or the 2013-C15 special servicer with respect to various servicing matters or
 
         

 
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mortgage loan modifications affecting each such mortgage loan in the related split loan structure.  In addition, the directing certificateholder under the 2013-C15 pooling and servicing agreement has the right (prior to a control event under the 2013-C15 pooling and servicing agreement (or in the case of the Veritas Multifamily Portfolio mortgage loan, after the occurrence of a control appraisal period with respect to the related subordinate companion loan, but prior to a control event under the 2013-C15 pooling and servicing agreement)) to replace the special servicer for each such mortgage loan.  See “Description of the Mortgage Pool—The Whole Loans—The Veritas Multifamily Portfolio Whole Loan”, “—The Hulen Mall Whole Loan” and “—The 1615 L Street Whole Loan” in this prospectus supplement.
 
         
     
The Miracle Mile Shops mortgage loan and the Miracle Mile Shops pari passu companion loans will be serviced under the COMM 2013-CCRE12 pooling and servicing agreement entered into in connection with the issuance of the COMM 2013-CCRE12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates. In addition, pursuant to the related intercreditor agreement, the directing certificateholder under that securitization may exercise certain rights granted to the holder of the Miracle Mile Shops pari passu companion loan designated under the related intercreditor agreement as Note A-1, and therefore will have the right, subject to certain conditions set forth in the related intercreditor agreement, to advise and direct the COMM 2013-CCRE12 master servicer and/or the COMM 2013-CCRE12 special servicer with respect to various servicing matters or mortgage loan modifications affecting the Miracle Mile Shops mortgage loan and the related pari passu companion loans in the related split loan structure as well as the right (prior to a control event under the COMM 2013-CCRE12 pooling and servicing agreement) to replace the special servicer for each such mortgage loan.  See “Description of the Mortgage Pool—The Whole Loans—The Miracle Mile Shops Whole Loan” in this prospectus supplement.
 
         
     
Each of The Aire whole loan and the Centura Tower I whole loan is referred to in this prospectus supplement as a “serviced whole loan”.  The Aire whole loan is also referred to in this prospectus supplement as a “serviced pari passu whole loan”.
 
         
     
Each of The Veritas Multifamily Portfolio whole loan, the Hulen Mall whole loan, the Miracle Mile Shops whole loan and the 1615 L Street whole loan are referred to in this prospectus supplement as a “non-serviced whole loan”.
 
         
     
Each of the Veritas Multifamily Portfolio whole loan and the Centura Tower I whole loan is also referred to in this prospectus supplement as an “AB whole loan”.  The Centura Tower I whole loan is also referred to in this prospectus supplement as a “serviced AB whole loan”.
 
For additional information regarding these loan combinations, see “Description of the Mortgage Pool—The Whole Loans” in this prospectus supplement.
 
 

 
S-37

 

         
     
Mortgage Loan Characteristics
 
         
     
The following tables set forth certain anticipated characteristics of the mortgage loans as of the cut-off date (unless otherwise indicated). Except as specifically provided in this prospectus supplement, information presented in this prospectus supplement (including loan-to-value ratios, debt service coverage ratios and debt yield ratios) with respect to any mortgage loan with a related companion loan is calculated including the principal balance and debt service payment of any related pari passu companion loan(s), but excluding any related subordinate companion loan.
 
         
     
The sum of the numerical data in any column may not equal the indicated total due to rounding. Unless otherwise indicated, all figures and percentages presented in this “Summary of Terms” are calculated as described under “Description of the Mortgage Pool—Additional Mortgage Loan Information” in this prospectus supplement 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 prospectus supplement 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 prospectus supplement.
 
 

 
S-38

 

         
     
The mortgage loans will have the following approximate characteristics as of the cut-off date:
 
         
     
Cut-off Date Mortgage Loan Characteristics
 
         
     
All Mortgage Loans
 
 
Aggregate outstanding principal balance(1)
 
$1,135,917,248
 
 
Number of mortgage loans
 
60
 
 
Number of mortgaged properties
 
113
 
 
Number of crossed loan pools
 
1
 
 
Crossed loan pools as a percentage
 
0.4%
 
 
Range of mortgage loan principal balances
 
$1,596,719 to $135,000,000
 
 
Average mortgage loan principal balances
 
$18,931,954
 
 
Range of mortgage rates
 
4.25350% to 6.29700%
 
 
Weighted average mortgage rate
 
5.02520%
 
 
Range of original terms to maturity(2)
 
60 months to 120 months
 
 
Weighted average original term to maturity(2)
 
107 months
 
 
Range of remaining terms to maturity(2)
 
57 months to 120 months
 
 
Weighted average remaining term to maturity(2)
 
106 months
 
 
Range of original amortization term(3)
 
240 months to 360 months
 
 
Weighted average original amortization term(3)
 
354 months
 
 
Range of remaining amortization terms(3)
 
240 months to 360 months
 
 
Weighted average remaining amortization term(3)
 
354 months
 
 
Range of loan-to-value ratios(4)(5)(6)
 
33.1% to 80.2%
 
 
Weighted average loan-to-value ratio(4)(5)(6)
 
66.5%
 
 
Range of loan-to-value ratios as of the maturity date(2)(4)(5)
 
27.3% to 69.7%
 
 
Weighted average loan-to-value ratio as of the maturity date(2)(4)(5)
 
58.2%
 
 
Range of underwritten net cash flow debt service coverage ratios(4)(6)(7)
 
1.15x to 3.02x
 
 
Weighted average underwritten net cash flow debt service coverage ratio(4)(6)(7)
 
1.46x
 
 
Percentage of aggregate outstanding principal balance consisting of:
     
 
Balloon
 
47.3%
 
 
Interest Only-Balloon
 
40.3%
 
 
Interest Only
 
11.2%
 
 
ARD-Balloon
 
1.3%
 
             
             
     
(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. 36 and 43 on Annex A-1 to this prospectus supplement), representing approximately 1.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, calculated as of the related anticipated repayment date.
 
           
     
(3)
Excludes two (2) mortgage loans (identified as Loan Nos. 2 and 11 on Annex A-1 to this prospectus supplement), representing approximately 11.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, that are interest-only for the entire term.
 
           
     
(4)
In the case of two (2) mortgage loans (identified as Loan Nos. 49 and 50 on Annex A-1 to this prospectus supplement), representing approximately 0.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the mortgage loans are comprised of two cross-collateralized and cross-defaulted loans, and the loan-to-value ratios and debt service coverage ratios are presented on an aggregate basis.
 
           
 
 
S-39

 
 
           
     
(5)
In the case of three (3) mortgage loans (identified as Loan Nos. 2, 3 and 34 on Annex A-1 to this prospectus supplement), representing approximately 14.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the loan-to-value ratios were based upon a hypothetical “as-is” market value, a hypothetical “as-stabilized” market value or a value other than the appraised “as-is” value as described under “Description of the Mortgage Pool—Assessments of Property Value and Conditions--Appraisals” in this prospectus supplement. For further information see Annex A-1 to this prospectus supplement and “Risk Factors—Limitations of Appraisals” and “Transaction Parties—The Sponsors and Mortgage Loan Sellers—JPMorgan Chase Bank, National Association—Exceptions to JPMCB’s Disclosed Underwriting Guidelines” in this prospectus supplement. The remaining mortgage loans were calculated using “as-is” values as described under “Description of the Mortgage PoolAdditional Mortgage Loan Information” in this prospectus supplement.
 
           
     
(6)
For each mortgage loan with a related pari passu companion loan, the calculation of the loan-to-value ratios and debt service coverage ratios includes the principal balance and debt service payment of the related pari passu companion loan(s). For each mortgage loan with a related subordinate companion loan, the calculation of the loan-to-value ratios and debt service coverage ratios is without regard to the related subordinate companion loan. With respect to Loan No. 2, the related debt service coverage ratio and loan-to-value ratio including the pari passu companion loan and the subordinate companion loan, are 1.32x and 72.8% respectively. With respect to Loan No. 5, the related debt service coverage ratio and loan-to-value ratio including the subordinate companion loan are 1.27x and 70.2%, respectively.
 
           
     
(7)
For all partial interest-only loans, the debt service coverage ratio was calculated based on the first principal and interest payments to be made into the trust during the term of the mortgage loan.  For all interest-only loans, the debt service coverage ratio was calculated based on the sum of the first 12 interest payments following the cut-off date.  With respect to fifty-three (53) mortgaged properties securing nine (9) mortgage loans (identified as Loan Nos. 1, 2, 9, 10, 11, 33, 34, 36 and 37 on Annex A-1 to this prospectus supplement), representing approximately 32.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, certain assumptions and/or adjustments were made to the occupancy, underwritten net cash flow and underwritten net cash flow debt service coverage ratios reflected in the table above.  For specific discussions on those particular assumptions and adjustments, see “Description of the Mortgage PoolNet Cash Flow and Certain Underwriting Considerations”, “—Mortgaged Property Considerations—Tenant Issues—Occupancy and Tenant Concentrations” and “—Additional Mortgage Loan Information” in this prospectus supplement. See also Annex A-1 and Annex A-3 to this prospectus supplement.
 
           

 
S-40

 
 
         
     
All of the mortgage loans accrue interest on an actual/360 basis.  The mortgage loans have the amortization characteristics set forth in the following table:
 
         
     
Interest Accrual Basis
 
                       
 
Interest Accrual Basis
 
Number of
Mortgage
Loans
 
Aggregate
Principal Balance
of Mortgage
Loans
 
Approx. % of
Initial
Pool
Balance
 
 
Actual/360
 
60
 
 
$1,135,917,248
 
100.0%     
 
 
 
Total:
 
60
 
 
$1,135,917,248
 
100.0%     
 
 
     
 
Amortization Types
 
                             
 
Amortization Type
 
Number of
Mortgage
Loans
 
Aggregate
Principal Balance
of Mortgage
Loans
 
Approx. % of
Initial
Pool
Balance
 
 
Balloon
   
39
   
$
536,729,775
     
47.3
%
 
 
IO-Balloon
   
17
     
457,838,000
     
40.3
   
 
Interest Only
   
2
     
126,750,000
     
11.2
   
 
ARD-Balloon
   
2
     
14,599,473
     
1.3
   
 
Total:
   
60
   
$
1,135,917,248
     
100.0
%
 
         
     
Two (2) mortgage loans (identified as Loan Nos. 36 and 43 on Annex A-1 to this prospectus supplement), representing approximately 1.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, provide for an increase in the related interest rate after, and otherwise provide incentives to the related borrower to repay the subject mortgage loan by, a certain date, referred to as the anticipated repayment date. The interest accrued in excess of the original rate, together with any interest on that accrued interest (if any, as required by the related mortgage loan documents and to the extent permitted by applicable law), will be deferred and will not be paid until the principal balance of the related mortgage loan has been paid, at which time the excess interest, to the extent actually collected, will be required to be paid to the Class NR certificates. After the anticipated repayment date, cash flow in excess of that required for debt service and certain budgeted expenses with respect to the related mortgaged property would be applied towards the payment of principal (without payment of a yield maintenance charge or prepayment premium) of the related mortgage loan until its principal balance has been reduced to zero and then to the payment of accrued excess interest. A substantial principal payment will be required to pay off each such mortgage loan on its anticipated repayment date. The actual term for each such mortgage loan is longer than the period up to the related mortgage loan’s anticipated repayment date. See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—ARD Loans” in this prospectus supplement.
 
         
     
See “Description of the Mortgage Pool—Additional Mortgage Loan Information” and “—Certain Terms and Conditions of the Mortgage Loans” in this prospectus supplement.
 
         
     
The following table contains general information regarding the prepayment provisions of the mortgage loans:
 
 
 
 
S-41

 
 
         
     
Overview of Prepayment Protection(1)(2)
 
                         
 
Prepayment Protection
 
Number of
Mortgage
Loans
 
Aggregate
Principal Balance
of Mortgage
Loans
 
Approx. % of
Initial
Pool
Balance
 
 
Yield Maintenance(3)
 
17
 
$
596,011,895
     
52.5
%
 
 
Defeasance(4)
 
43
   
539,905,353
     
47.5
   
 
Total:
 
60
 
$
1,135,917,248
     
100.0
%
 
             
     
 
(1)
 
See Annex A-1 to this prospectus supplement for specific criteria applicable to the mortgage loans.
 
           
     
(2)
Certain mortgage loans may permit the application of escrows to prepay a portion of the principal balance. The application of such escrows may or may not require a payment of a yield maintenance charge or a prepayment premium based on the amount of the principal that is being paid and may be applied during a lockout/defeasance period.
 
           
     
(3)
Includes one (1) mortgage loan (identified as Loan No. 2 on Annex A-1 to this prospectus supplement), representing approximately 8.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, that permits the related borrower to voluntarily prepay a portion of the whole loan up to the amount of $34,725,000 (of which amount approximately $13,875,000 would be payable on the mortgage loan included in this trust) at any time during the term without the payment of an accompanying yield maintenance charge or other prepayment premium. No mandatory prepayment will reduce the amount that is freely prepayable.  See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Releases of Individual Mortgaged Properties” in this prospectus supplement.
 
           
     
(4)
Includes one (1) mortgage loan (identified as Loan No. 10  on Annex A-1 to this prospectus supplement), representing approximately 3.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, in which the related borrower may voluntarily prepay a portion of the whole loan up to the amount of $6,200,000 (of which amount approximately $374,138 would be payable on the mortgage loan included in this trust) at any time, including during the lockout period, in connection with the release of one (1) parcel from the lien of the mortgage, although a yield maintenance premium is required for such prepayment. Also includes one (1) mortgage loan (identified as Loan No. 56 on Annex A-1 to this prospectus supplement), representing approximately 0.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, that provides for a $150,000 partial prepayment, and payment of a yield maintenance charge, in connection with the release of a specified parcel. See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Releases of Individual Mortgaged Properties” in this prospectus supplement
 
         
     
Defeasance permits the related borrower to substitute direct non-callable U.S. Treasury obligations or, in certain cases, other government securities for the related mortgaged property as collateral for the related mortgage loan.
 
         
     
The mortgage loans generally permit voluntary prepayment without payment of a yield maintenance charge or any prepayment premium during a limited “open period” immediately prior to and including the stated maturity date or anticipated repayment date as follows:
 
         
 
 
S-42

 
 
       

Prepayment Open Periods(1)
 
                             
 
Open Periods (Payments)
 
Number of
Mortgage
Loans
 
Aggregate
Principal Balance
of Mortgage Loans
 
Approx. % of
Initial
Pool
Balance
 
 
1
   
1
   
$
22,241,118
     
2.0
%
 
 
2
   
4
     
50,389,044
     
4.4
   
 
3
   
31
     
471,262,823
     
41.5
   
 
4
   
18
     
258,058,292
     
22.7
   
 
5
   
1
     
13,000,000
     
1.1
   
 
6
   
2
     
168,000,000
     
14.8
   
 
12
   
1
     
50,000,000
     
4.4
   
 
13
   
2
     
102,965,970
     
9.1
   
 
Total:
   
60
   
$
1,135,917,248
     
100.0
%
 
           
             
     
(1)
See Annex A-1 to this prospectus supplement for specific criteria applicable to the mortgage loans.
 
           
      See “Description of the Mortgage Pool—Additional Mortgage Loan Information” and “—Certain Terms and Conditions of the Mortgage Loans—Defeasance; Collateral Substitution; Property Releases” in this prospectus supplement.  
           
       
Current Uses of the Mortgaged Properties(1)
 
                             
 
Property Type
 
Number of Mortgaged Properties
 
Aggregate
Principal Balance
of Mortgaged
Properties
 
Approx. % of
Initial
Pool
Balance
 
 
Multifamily
   
54