Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number: 333-165147-08
JPMBB Commercial Mortgage Securities Trust 2013-C12
(exact name of issuing entity as specified in its charter)
J.P. Morgan Chase Commercial Mortgage Securities Corp.
(exact name of the depositor as specified in its charter)
JPMorgan Chase Bank, National Association
Barclays Bank PLC
KeyBank National Association
Starwood Mortgage Funding II LLC (formerly known as Archetype Mortgage
Funding II LLC)
(exact names of the sponsors as specified in their charters)
New York 38-3909183
(State or other jurisdiction of 38-3909184
incorporation or organization) 38-7092988
(I.R.S. Employer
Identification No.)
c/o Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (212) 272-6858
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes ___ No X
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes ___ No X
Note - Checking the box above will not relieve any registrant required to
file reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No ___
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such
files).
Not applicable.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.
Not applicable.
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer", "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ___
Accelerated filer ___
Non-accelerated filer X (Do not check if a smaller reporting company)
Smaller reporting company ___
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Yes ___ No X
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrant's most recently
completed second fiscal quarter.
Not applicable.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Not applicable.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document
is incorporated: (1)Any annual report to security holders; (2) Any proxy or
information statement; and (3)Any prospectus filed pursuant to Rule 424(b)
or (c) under the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 24, 1980).
Not applicable.
EXPLANATORY NOTE
The Legacy Place Mortgage Loan, which constituted approximately 9.3% of the
asset pool of the issuing entity as of its cut-off date, is an asset of the
issuing entity and is part of a loan combination that includes the Legacy
Place Mortgage Loan and one other pari passu loan, which is not an asset of
the issuing entity. The Americold Cold Storage Portfolio Mortgage Loan, which
constituted approximately 8.2% of the asset pool of the issuing entity as of
its cut-off date, is an asset of the issuing entity and is part of a loan
combination that includes the Americold Cold Storage Portfolio Mortgage Loan
and one other pari passu loan, which is not an asset of the issuing entity.
These two loan combinations, including, respectively, the Legacy Place
Mortgage Loan and the Americold Cold Storage Portfolio Mortgage Loan, are
being serviced and administered pursuant to the Pooling and Servicing
Agreement, which is incorporated by reference as Exhibit 4.1 to this Annual
Report on Form 10-K.
The Exhibit Index describes Exhibits provided by certain parties (in their
capacities indicated on the Exhibit Index) with respect to the IDS Center
Mortgage Loan, which constituted approximately 6.7% of the asset pool of the
issuing entity as of its cut-off date. The IDS Center Mortgage Loan is an
asset of the issuing entity and is part of a loan combination that includes
the IDS Center Mortgage Loan and one other pari passu loan that is not an
asset of the issuing entity. This loan combination, including the IDS
Center Mortgage Loan, was serviced under the Pooling and Servicing Agreement
for the issuing entity prior to the closing of the securitization of the
other pari passu portion of the IDS Center loan combination in the J.P.
Morgan Chase Commercial Mortgage Securities Trust 2013-C13 transaction,
Commission File Number 333-165147-09 (the "JPMCC 2013-C13 Transaction"). After
the closing of the JPMCC 2013-C13 Transaction on July 17, 2013, this loan
combination, including the IDS Center Mortgage Loan was, and will continue to
be, serviced and administered pursuant to the pooling and servicing agreement
with respect to the JPMCC 2013-C13 Transaction, which is incorporated by
reference as Exhibit 4.2 to this Annual Report on Form 10-K.
The Exhibit Index describes Exhibits provided by certain parties (in their
capacities indicated on the Exhibit Index) with respect to the Southridge
Mall Mortgage Loan, which constituted approximately 3.7% of the asset pool
of the issuing entity as of its cut-off date. The Southridge Mall Mortgage
Loan is an asset of the issuing entity and is part of a loan combination
that includes the Southridge Mall Mortgage Loan and one other pari passu
loan that is not an asset of the issuing entity. This loan combination,
including the Southridge Mall Mortgage Loan, was serviced under the Pooling
and Servicing Agreement for the issuing entity prior to the closing of the
securitization of the other pari passu portion of the Southridge Mall loan
combination in the JPMBB Commercial Mortgage Securities Trust 2013-C14
transaction, Commission File Number 333-165147-10 (the "JPMBB 2013-C14
Transaction"). After the closing of the JPMBB 2013-C14 Transaction on August
19, 2013, this loan combination, including the Southridge Mall Mortgage Loan
was, and will continue to be, serviced and administered pursuant to the
pooling and servicing agreement with respect to the JPMBB 2013-C14
Transaction, which is incorporated by reference as Exhibit 4.3 to this Annual
Report on Form 10-K.
Berkadia Commercial Mortgage LLC ("Berkadia") acted as special servicer
under the pooling and servicing agreement for the JPMCC 2013-C13 Transaction
prior to September 6, 2013, the date on which it assigned its rights and
duties as special servicer under the Pooling and Servicing Agreement to
KeyCorp Real Estate Capital Markets, Inc.
With respect to the IDS Center Mortgage Loan, which constituted approximately
6.7% of the asset pool of the issuing entity as of its cut-off date, Berkadia
was the special servicer under the pooling and servicing agreement for the
JPMCC 2013-C13 Transaction prior to September 6, 2013, the date as of which it
assigned its rights and duties as special servicer under such pooling and
servicing agreement to KeyCorp Real Estate Capital Markets, Inc. In accordance
with the Manual of Publicly Available Telephone Interpretations, Section
17.02, Berkadia's servicing percentage must be reduced pro rata to reflect
that Berkadia was participating in a servicing function with respect to the
asset pool of the issuing entity only from July 17, 2013 to September 5, 2013.
As a result, Berkadia falls below the de minimis requirements in Items 1122
and 1123 of Regulation AB and no assessment of compliance with applicable
servicing criteria, accountant's attestation report on assessment of
compliance with applicable servicing criteria or annual compliance statement
is required.
Midland Loan Services, a Division of PNC Bank, National Association
("Midland") is the master servicer for the mortgage loans serviced under the
Pooling and Servicing Agreement, the primary servicer for the IDS Center
Mortgage Loan and the Southridge Mall Mortgage Loan and, on and after August
19, 2013, the special servicer for the Southridge Mall Mortgage Loan. These
mortgage loans, in the aggregate, constituted more than 10% of the asset pool
of the issuing entity as of its cut-off date. Thus, Midland is a "servicer,"
as defined in Item 1108(a)(iii) of Regulation AB, with respect to these
mortgage loans. The assessments of compliance with applicable servicing
criteria, accountants' attestation reports and servicer compliance statements
delivered by Midland in the capacities described above are listed in the
Exhibit Index.
KeyBank National Association (as successor to KeyCorp Real Estate Capital
Markets, Inc.) ("KeyBank") acted as sub-special servicer for the IDS Center
Mortgage Loan under the pooling and servicing agreement for the JPMCC 2013-C13
Transaction from August 1, 2013 to and including September 5, 2013, and
assumed the obligations of Berkadia Commercial Mortgage LLC as special
servicer for the IDS Center Mortgage Loan under the pooling and servicing
agreement for the JPMCC 2013-C13 Transaction as of September 6, 2013. The IDS
Center Mortgage Loan constituted approximately 6.7% of the asset pool of the
issuing entity as of its cut-off date. In addition, KeyBank is the primary
servicer, under the Pooling and Servicing Agreement, for the Colony Hills
Portfolio Loans - Yester Oaks Apartments, Colony Hills Portfolio Loans -
Windsor Place and Pathways Apartments, Northway Center, Homewood Suites -
Miami, Park 50, Bluerock Net Lease Portfolio, GSA Building - Jersey City, Keep
It Self Storage, Walgreens - Bonner Springs, Marketplace of Americus, and
Walgreens Waynesboro Mortgage Loans, which collectively constituted
approximately 9.3% of the asset pool of the issuing entity as of its cut-off
date. Thus, KeyBank is a "servicer," as defined in Item 1108(a)(iii) of
Regulation AB, with respect to the mortgage loans identified in this paragraph
because it is servicing mortgage loans that constituted 10% or more of the
assets of the issuing entity as of its cut-off date. The assessments of
compliance with applicable servicing criteria, accountants' attestation
reports and servicer compliance statements delivered by KeyBank in the
capacities described above are listed in the Exhibit Index.
Wells Fargo Bank, National Association ("Wells Fargo Bank") is the
certificate administrator for the mortgage loans serviced under the Pooling
and Servicing Agreement and the certificate administrator for the IDS Center
Mortgage Loan and the Southridge Mall Mortgage Loan. These mortgage loans,
in the aggregate, constituted more than 10% of the asset pool of the issuing
entity as of its cut-off date. Thus, Wells Fargo Bank, in the capacities
described above, is a "servicer," as defined in Item 1108(a)(iii) of
Regulation AB, with respect to these mortgage loans. The assessments of
compliance with applicable servicing criteria, accountants' attestation
reports and servicer compliance statements delivered by Wells Fargo in these
capacities are listed in the Exhibit Index.
Wells Fargo Bank is the trustee and custodian for the mortgage loans
serviced under the Pooling and Servicing Agreement and the trustee and
custodian for the IDS Center Mortgage Loan and the Southridge Mall Mortgage
Loan. These mortgage loans, in the aggregate, constituted more than 5% of
the asset pool of the issuing entity as of its cut-off date. Thus, Wells
Fargo Bank in the capacities described above is a servicing function
participant with respect to these mortgage loans. The assessments of
compliance with applicable servicing criteria and accountants' attestation
reports delivered by Wells Fargo in these capacities are listed in the
Exhibit Index.
Pentalpha Surveillance LLC ("Pentalpha") is the senior trust advisor for the
mortgage loans serviced under the Pooling and Servicing Agreement and the
senior trust advisor for the IDS Center Mortgage Loan and the Southridge
Mall Mortgage Loan. These mortgage loans, in the aggregate, constituted more
than 5% of the asset pool of the issuing entity as of its cut-off date. Thus,
Pentalpha is a servicing function participant with respect to these
mortgage loans. The assessments of compliance with applicable servicing
criteria and accountants' attestation reports delivered by Pentalpha in the
capacities described above are listed in the Exhibit Index.
PART I
Item 1. Business.
Omitted.
Item 1A. Risk Factors.
Omitted.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
Omitted.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Omitted.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Omitted.
Item 9A. Controls and Procedures.
Omitted.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Omitted.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
Omitted.
Item 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
No single obligor represents 10% or more of the pool assets held by the issuing
entity.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial
Information.
No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this transaction as
described under Item 1114 (a) of Regulation AB.
Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial
Information).
No entity or group of affiliated entities provides any derivative instruments or
other support for the certificates within this transaction as described under
Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no material pending legal proceedings involving the
Trust and all parties related to such Trust, other than routine litigation
incidental to the duties of those respective parties.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related
Transactions.
The information regarding this Item has been previously filed in a 424(b)(5)
filing dated June 21, 2013.
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessment of compliance with the servicing criteria for
asset-backed securities and the related attestation reports on such assessments
of compliance are attached hereto under Item 15. Attached as Exhibit AA to the
Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1 to this
Annual Report on Form 10-K is a chart identifying the entities participating in
a servicing function for the transaction responsible for each applicable
servicing criterion set forth in Item 1122(d).
The reports on assessments of compliance with the servicing criteria for
asset-backed securities and related attestation reports on such assessments of
compliance with respect to the IDS Center Mortgage Loan, which is being serviced
and administered pursuant to the pooling and servicing agreement for the JPMCC
2013-C13 Transaction, are attached as Exhibits 33.2, 33.3, 33.11, 33.19, 33.27,
33.33, 34.2, 34.3, 34.11, 34.19, 34.27 and 34.33, to this Annual Report on Form
10-K. Attached as Exhibit AA to the pooling and servicing agreement
incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K is a
chart identifying the entities participating in a servicing function for the
transaction responsible for each applicable servicing criterion set forth in
Item 1122(d).
The reports on assessments of compliance with the servicing criteria for
asset-backed securities and related attestation reports on such assessments of
compliance with respect to the Southridge Mall Mortgage Loan, which is being
serviced and administered pursuant to the pooling and servicing agreement for
the JPMBB 2013-C14 Transaction, are attached as Exhibits 33.15, 33.16, 33.21,
33.24, 33.29, 34.15, 34.16, 34.21, 34.24 and 34.29 to this Annual Report on Form
10-K. Attached as Exhibit AA to the pooling and servicing agreement
incorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K is a
chart identifying the entities participating in a servicing function for the
transaction responsible for each applicable servicing criterion set forth in
Item 1122(d).
The assessment of compliance with applicable servicing criteria for the twelve
months ended December 31, 2013, furnished pursuant to Item 1122 of Regulation AB
by KeyBank National Association (the "2013 KeyBank Assessment") for its
commercial real estate mortgage loans platform, discloses that material
instances of noncompliance occurred with respect to the servicing criteria
described in Items 1122(d)(4)(i) and 1122(d)(4)(x)(c) of Regulation AB. The 2013
KeyBank Assessment is attached to this Form 10-K as Exhibit 33.1. The material
instances of noncompliance disclosed in the 2013 KeyBank Assessment are as
follows:
1) KeyBank National Association ("KeyBank") has identified the following
material instances of noncompliance with servicing criteria 1122(d)(4)(i) and
1122(d)(4)(x)(c)applicable to the commercial loans securitized during the year
ended December 31, 2013, as follows:
i) 1122(d)(4)(i) Collateral or security on pool assets is maintained as
required by the transaction agreements or related pool asset documents.
ii) 1122(d)(4)(x)(c)-Regarding any funds held in trust for an obligor (such as
escrow accounts): such funds are returned to the obligor within 30 calendar days
of full repayment of the related pool asset, or such other number of days
specified in the transaction agreements.
2) KeyBank has implemented the following remediation procedures:
i) 1122(d)(4)(i)- Regarding UCC filings, it was discovered, upon transfer of the
servicing to KeyBank from the previous servicer, that two loans did not have
appropriate UCC filings originally filed or continued. The loans have since been
corrected, and KeyBank determined that no liens were filed in front of the UCC
filing. All loans, for which servicing was transferred to KeyBank during 2013,
have been reviewed, and, the filings are being maintained in accordance
with the transaction agreements.
ii) 1122(d)(4)(x)(c)- Escrow funds were not returned to the obligor within 30
calendar days of repayment. Appropriate steps have been taken, including monthly
status meetings, meeting minutes, and revised procedures to insure that the
refund of escrows occurs within 30 calendar days of full repayment.
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached as Exhibits to this Annual
Report on Form 10-K.
Part IV
Item 15. Exhibits, Financial Statement Schedules.
(a) The following is a list of documents filed as part of this Annual Report
on Form 10-K.
(1) Not applicable.
(2) Not applicable.
(3) See below.
(4.1) Pooling and Servicing Agreement, dated as of June 1, 2013, among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor,
Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, LNR Partners, LLC, as special servicer, Wells
Fargo Bank, National Association, as certificate administrator and as
trustee, and Pentalpha Surveillance LLC, as senior trust advisor
(filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K,
filed on June 25, 2013 and incorporated by reference herein)
(4.2) Pooling and Servicing Agreement, dated as of July 1, 2013, among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor,
Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, Berkadia Commercial Mortgage Securities LLC, as
special servicer, Wells Fargo Bank, National Association, as
certificate administrator and as trustee, and Pentalpha Surveillance
LLC, as senior trust advisor (filed as Exhibit 4.1 to the registrant's
Current Report on Form 8-K, filed on July 17, 2013 in connection with
the JPMCC 2013-C13 Transaction and incorporated by reference herein)
(4.3) Pooling and Servicing Agreement, dated as of August 1, 2013,
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as
depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer, Midland Loan Services, a Division of
PNC Bank, National Association, as special servicer, Wells Fargo Bank,
National Association, as certificate administrator and as trustee, and
Pentalpha Surveillance LLC, as senior trust advisor (filed as Exhibit
4.1 to the registrant's Current Report on Form 8-K, filed on August
19, 2013 in connection with the JPMBB 2013-C14 Transaction and
incorporated by reference herein)
(31) Rule 13a-14(d)/15d-14(d) Certification.
(33) Reports on assessment of compliance with servicing criteria for
asset-backed securities.
33.1 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Primary Servicer under the Pooling and Servicing Agreement
33.2 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.) as Sub-Special Servicer for the IDS Center Mortgage Loan from August 1, 2013 to
and including September 5, 2013 (see Exhibit 33.1)
33.3 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Special Servicer for the IDS Center Mortgage Loan on and after September 6,
2013 (see Exhibit 33.1)
33.4 LNR Partners, LLC, as Special Servicer
33.5 LNR Partners, LLC, as Special Servicer for the IDS Center Mortgage Loan prior to
July 17, 2013 (see Exhibit 33.4)
33.6 LNR Partners, LLC, as Special Servicer for the Southridge Mall Mortgage Loan prior
to August 19, 2013 (see Exhibit 33.4)
33.7 LNR Partners, LLC, as Special Servicer for the Americold Cold Storage Portfolio
Mortgage Loan (see Exhibit 33.4)
33.8 LNR Partners, LLC, as Special Servicer for the Legacy Place Mortgage Loan (see
exhibit 33.4)
33.9 Midland Loan Services, A Division of PNC Bank, National Association, as Master
Servicer
33.10 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Americold Cold Storage Portfolio Mortgage Loan (see Exhibit 33.9)
33.11 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the IDS Center Mortgage Loan on and after July 17, 2013 (see Exhibit 33.9)
33.12 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the IDS Center Mortgage Loan prior to July 17, 2013 (see Exhibit 33.9)
33.13 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Legacy Place Mortgage Loan (see exhibit 33.9)
33.14 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Southridge Mall Mortgage Loan prior to August 19, 2013 (see Exhibit 33.9)
33.15 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Southridge Mall Mortgage Loan on and after August 19, 2013 (see Exhibit
33.9)
33.16 Midland Loan Services, A Division of PNC Bank, National Association, as Special
Servicer for the Southridge Mall Mortgage Loan on and after August 19, 2013 (see Exhibit
33.9)
33.17 Pentalpha Surveillance, LLC, as Senior Trust Advisor
33.18 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the Americold Cold
Storage Portfolio Mortgage Loan (see Exhibit 33.17)
33.19 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the IDS Center Mortgage
Loan on and after July 17, 2013 (see Exhibit 33.17)
33.20 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the Legacy Place Mortgage
Loan (see exhibit 33.17)
33.21 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the Southridge Mall
Mortgage Loan on and after August 19, 2013 (see Exhibit 33.17)
33.22 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
33.23 Wells Fargo Bank, National Association, as Custodian
33.24 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Southridge Mall Mortgage Loan on and after August 19, 2013 (see Exhibit 33.22)
33.25 Wells Fargo Bank, National Association, as Custodian for the Americold Cold
Storage Portfolio Mortgage Loan (see Exhibit 33.23)
33.26 Wells Fargo Bank, National Association, as Custodian for the IDS Center Mortgage
Loan prior to July 17, 2013(see Exhibit 33.23)
33.27 Wells Fargo Bank, National Association, as Custodian for the IDS Center Mortgage
Loan on and after July 17, 2013 (see Exhibit 33.23)
33.28 Wells Fargo Bank, National Association, as Custodian for the Legacy Place Mortgage
Loan (see exhibit 33.23)
33.29 Wells Fargo Bank, National Association, as Custodian for the Southridge Mall
Mortgage Loan on and after August 19, 2013 (see Exhibit 33.23)
33.30 Wells Fargo Bank, National Association, as Custodian for the Southridge Mall
Mortgage Loan prior to August 19, 2013 (see Exhibit 33.23)
33.31 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Americold Cold Storage Portfolio Mortgage Loan (see Exhibit 33.22)
33.32 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the IDS Center Mortgage Loan prior to July 17, 2013 (see Exhibit 33.22)
33.33 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the IDS Center Mortgage Loan on and after July 17, 2013 (see Exhibit 33.22)
33.34 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Legacy Place Mortgage Loan (see exhibit 33.22)
33.35 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Southridge Mall Mortgage Loan prior to August 19, 2013 (see Exhibit 33.22)
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
34.1 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Primary Servicer under the Pooling and Servicing Agreement
34.2 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.) as Sub-Special Servicer for the IDS Center Mortgage Loan from August 1, 2013 to
and including September 5, 2013 (see Exhibit 34.1)
34.3 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Special Servicer for the IDS Center Mortgage Loan on and after September 6,
2013 (see Exhibit 34.1)
34.4 LNR Partners, LLC, as Special Servicer
34.5 LNR Partners, LLC, as Special Servicer for the IDS Center Mortgage Loan prior to
July 17, 2013 (see Exhibit 34.4)
34.6 LNR Partners, LLC, as Special Servicer for the Southridge Mall Mortgage Loan prior
to August 19, 2013 (see Exhibit 34.4)
34.7 LNR Partners, LLC, as Special Servicer for the Americold Cold Storage Portfolio
Mortgage Loan (see Exhibit 34.4)
34.8 LNR Partners, LLC, as Special Servicer for the Legacy Place Mortgage Loan (see
exhibit 34.4)
34.9 Midland Loan Services, A Division of PNC Bank, National Association, as Master
Servicer
34.10 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Americold Cold Storage Portfolio Mortgage Loan (see Exhibit 34.9)
34.11 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the IDS Center Mortgage Loan on and after July 17, 2013 (see Exhibit 34.9)
34.12 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the IDS Center Mortgage Loan prior to July 17, 2013 (see Exhibit 34.9)
34.13 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Legacy Place Mortgage Loan (see exhibit 34.9)
34.14 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Southridge Mall Mortgage Loan prior to August 19, 2013 (see Exhibit 34.9)
34.15 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Southridge Mall Mortgage Loan on and after August 19, 2013 (see
Exhibit 34.9)
34.16 Midland Loan Services, A Division of PNC Bank, National Association, as Special
Servicer for the Southridge Mall Mortgage Loan on and after August 19, 2013 (see
Exhibit 34.9)
34.17 Pentalpha Surveillance, LLC, as Senior Trust Advisor
34.18 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the Americold Cold
Storage Portfolio Mortgage Loan (see Exhibit 34.17)
34.19 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the IDS Center Mortgage
Loan on and after July 17, 2013 (see Exhibit 34.17)
34.20 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the Legacy Place
Mortgage Loan (see exhibit 34.17)
34.21 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the Southridge Mall
Mortgage Loan on and after August 19, 2013 (see Exhibit 34.17)
34.22 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
34.23 Wells Fargo Bank, National Association, as Custodian
34.24 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Southridge Mall Mortgage Loan on and after August 19, 2013 (see Exhibit 34.22)
34.25 Wells Fargo Bank, National Association, as Custodian for the Americold Cold
Storage Portfolio Mortgage Loan (see Exhibit 34.23)
34.26 Wells Fargo Bank, National Association, as Custodian for the IDS Center Mortgage
Loan prior to July 17, 2013(see Exhibit 34.23)
34.27 Wells Fargo Bank, National Association, as Custodian for the IDS Center Mortgage
Loan on and after July 17, 2013 (see Exhibit 34.23)
34.28 Wells Fargo Bank, National Association, as Custodian for the Legacy Place
Mortgage Loan (see exhibit 34.23)
34.29 Wells Fargo Bank, National Association, as Custodian for the Southridge Mall
Mortgage Loan on and after August 19, 2013 (see Exhibit 34.23)
34.30 Wells Fargo Bank, National Association, as Custodian for the Southridge Mall
Mortgage Loan prior to August 19, 2013 (see Exhibit 34.23)
34.31 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Americold Cold Storage Portfolio Mortgage Loan (see Exhibit 34.22)
34.32 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the IDS Center Mortgage Loan prior to July 17, 2013 (see Exhibit 34.22)
34.33 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the IDS Center Mortgage Loan on and after July 17, 2013 (see Exhibit 34.22)
34.34 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Legacy Place Mortgage Loan (see exhibit 34.22)
34.35 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Southridge Mall Mortgage Loan prior to August 19, 2013 (see Exhibit 34.22)
(35) Servicer compliance statement.
35.1 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Primary Servicer under the Pooling and Servicing Agreement
35.2 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.) as Sub-Special Servicer for the IDS Center Mortgage Loan from August 1, 2013 to
and including September 5, 2013
35.3 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Special Servicer for the IDS Center Mortgage Loan on and after September 6,
2013
35.4 LNR Partners, LLC, as Special Servicer
35.5 LNR Partners, LLC, as Special Servicer for the IDS Center Mortgage Loan prior to
July 17, 2013 (see Exhibit 35.4)
35.6 LNR Partners, LLC, as Special Servicer for the Southridge Mall Mortgage Loan prior
to August 19, 2013 (see Exhibit 35.4)
35.7 LNR Partners, LLC, as Special Servicer for the Americold Cold Storage Portfolio
Mortgage Loan (see Exhibit 35.4)
35.8 LNR Partners, LLC, as Special Servicer for the Legacy Place Mortgage Loan (see
exhibit 35.4)
35.9 Midland Loan Services, A Division of PNC Bank, National Association, as Master
Servicer
35.10 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Americold Cold Storage Portfolio Mortgage Loan (see Exhibit 35.9)
35.11 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the IDS Center Mortgage Loan on and after July 17, 2013 (see Exhibit 35.9)
35.12 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the IDS Center Mortgage Loan prior to July 17, 2013 (see Exhibit 35.9)
35.13 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Legacy Place Mortgage Loan (see exhibit 35.9)
35.14 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Southridge Mall Mortgage Loan prior to August 19, 2013 (see Exhibit 35.9)
35.15 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Southridge Mall Mortgage Loan on and after August 19, 2013 (see Exhibit
35.9)
35.16 Midland Loan Services, A Division of PNC Bank, National Association, as Special
Servicer for the Southridge Mall Mortgage Loan on and after August 19, 2013 (see Exhibit
35.9)
35.17 Wells Fargo Bank, National Association, as Certificate Administrator
35.18 Wells Fargo Bank, National Association, as Certificate Administrator for the
Americold Cold Storage Portfolio Mortgage Loan (see Exhibit 35.17)
35.19 Wells Fargo Bank, National Association, as Certificate Administrator for the IDS
Center Mortgage Loan prior to July 17, 2013 (see Exhibit 35.17)
35.20 Wells Fargo Bank, National Association, as Certificate Administrator for the IDS
Center Mortgage Loan on and after July 17, 2013
35.21 Wells Fargo Bank, National Association, as Certificate Administrator for the
Legacy Place Mortgage Loan (see Exhibit 35.17)
35.22 Wells Fargo Bank, National Association, as Certificate Administrator
for the Southridge Mall Mortgage Loan on and after August 19, 2013
35.23 Wells Fargo Bank, National Association, as Certificate Administrator for the
Southridge Mall Mortgage Loan prior to August 19, 2013 (see Exhibit 35.17)
(99.1) Mortgage Loan Purchase Agreement, dated as of June 25, 2013,
between JPMorgan Chase Bank, National Association and J.P. Morgan
Chase Commercial Mortgage Securities Corp., relating to the mortgage
loans sold to the depositor by JPMorgan Chase Bank, National
Association (filed as Exhibit 99.1 to the registrant's Current Report
on Form 8-K, filed on June 25, 2013 and incorporated by reference
herein)
(99.2) Mortgage Loan Purchase Agreement, dated as of June 25, 2013,
between J.P. Morgan Chase Commercial Mortgage Securities Corp. and
Barclays Bank PLC, relating to the mortgage loans sold to the
depositor by Barclays Bank PLC (filed as Exhibit 99.2 to the
registrant's Current Report on Form 8-K, filed on June 25, 2013 and
incorporated by reference herein)
(99.3) Mortgage Loan Purchase Agreement, dated as of June 25, 2013,
between J.P. Morgan Chase Commercial Mortgage Securities Corp. and
Starwood Mortgage Funding II LLC (formerly known as Archetype Mortgage
Funding II LLC), relating to the mortgage loans sold to the depositor
by Starwood Mortgage Funding II LLC (formerly known as Archetype
Mortgage Funding II LLC) (filed as Exhibit 99.3 to the registrant's
Current Report on Form 8-K filed on June 25, 2013 and incorporated by
reference herein)
(99.4) Mortgage Loan Purchase Agreement, dated as of June 25, 2013,
between J.P. Morgan Chase Commercial Mortgage Securities Corp. and
KeyBank National Association, relating to the mortgage loans sold to
the depositor by KeyBank National Association (filed as Exhibit 99.4
to the registrant's Current Report on Form 8-K filed on June 25, 2013
and incorporated by reference herein)
(99.5) Primary Servicing Agreement, dated as of June 1, 2013, between
Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, and KeyCorp Real Estate Capital Markets, Inc., as
primary servicer (Filed as Exhibit 99.5 to the registrant's Current
Report on Form 8-K, filed on June 25, 2013 and incorporated by
reference herein)
(b) Not applicable.
(c) Omitted.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
J.P. Morgan Chase Commercial Mortgage Securities Corp.
(Depositor)
/s/ Brian Baker
Brian Baker, President and Chief Executive Officer
(senior officer in charge of securitization of the depositor)
Date: March 28, 2014
Exhibit Index
Exhibit No.
(4.1) Pooling and Servicing Agreement, dated as of June 1, 2013, among J.P.
Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as master
servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank,
National Association, as certificate administrator and as trustee, and
Pentalpha Surveillance LLC, as senior trust advisor (filed as Exhibit 4.1
to the registrant's Current Report on Form 8-K, filed on June 25, 2013 and
incorporated by reference herein)
(4.2) Pooling and Servicing Agreement, dated as of July 1, 2013, among J.P.
Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as master
servicer, Berkadia Commercial Mortgage Securities LLC, as special servicer,
Wells Fargo Bank, National Association, as certificate administrator and as
trustee, and Pentalpha Surveillance LLC, as senior trust advisor (filed as
Exhibit 4.1 to the registrant's Current Report on Form 8-K, filed on July
17, 2013 in connection with the JPMCC 2013-C13 Transaction and incorporated
by reference herein)
(4.3) Pooling and Servicing Agreement, dated as of August 1, 2013, among J.P.
Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as master
servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as special servicer, Wells Fargo Bank, National Association,
as certificate administrator and as trustee, and Pentalpha Surveillance LLC,
as senior trust advisor (filed as Exhibit 4.1 to the registrant's Current
Report on Form 8-K, filed on August 19, 2013 in connection with the JPMBB
2013-C14 Transaction and incorporated by reference herein)
(31) Rule 13a-14(d)/15d-14(d) Certification.
(33) Reports on assessment of compliance with servicing criteria for
asset-backed securities.
33.1 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Primary Servicer under the Pooling and Servicing Agreement
33.2 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.) as Sub-Special Servicer for the IDS Center Mortgage Loan from August 1, 2013 to
and including September 5, 2013 (see Exhibit 33.1)
33.3 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Special Servicer for the IDS Center Mortgage Loan on and after September 6,
2013 (see Exhibit 33.1)
33.4 LNR Partners, LLC, as Special Servicer
33.5 LNR Partners, LLC, as Special Servicer for the IDS Center Mortgage Loan prior to
July 17, 2013 (see Exhibit 33.4)
33.6 LNR Partners, LLC, as Special Servicer for the Southridge Mall Mortgage Loan prior
to August 19, 2013 (see Exhibit 33.4)
33.7 LNR Partners, LLC, as Special Servicer for the Americold Cold Storage Portfolio
Mortgage Loan (see Exhibit 33.4)
33.8 LNR Partners, LLC, as Special Servicer for the Legacy Place Mortgage Loan (see
exhibit 33.4)
33.9 Midland Loan Services, A Division of PNC Bank, National Association, as Master
Servicer
33.10 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Americold Cold Storage Portfolio Mortgage Loan (see Exhibit 33.9)
33.11 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the IDS Center Mortgage Loan on and after July 17, 2013 (see Exhibit 33.9)
33.12 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the IDS Center Mortgage Loan prior to July 17, 2013 (see Exhibit 33.9)
33.13 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Legacy Place Mortgage Loan (see exhibit 33.9)
33.14 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Southridge Mall Mortgage Loan prior to August 19, 2013 (see Exhibit 33.9)
33.15 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Southridge Mall Mortgage Loan on and after August 19, 2013 (see Exhibit
33.9)
33.16 Midland Loan Services, A Division of PNC Bank, National Association, as Special
Servicer for the Southridge Mall Mortgage Loan on and after August 19, 2013 (see Exhibit
33.9)
33.17 Pentalpha Surveillance, LLC, as Senior Trust Advisor
33.18 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the Americold Cold
Storage Portfolio Mortgage Loan (see Exhibit 33.17)
33.19 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the IDS Center Mortgage
Loan on and after July 17, 2013 (see Exhibit 33.17)
33.20 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the Legacy Place Mortgage
Loan (see exhibit 33.17)
33.21 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the Southridge Mall
Mortgage Loan on and after August 19, 2013 (see Exhibit 33.17)
33.22 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
33.23 Wells Fargo Bank, National Association, as Custodian
33.24 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Southridge Mall Mortgage Loan on and after August 19, 2013 (see Exhibit 33.22)
33.25 Wells Fargo Bank, National Association, as Custodian for the Americold Cold
Storage Portfolio Mortgage Loan (see Exhibit 33.23)
33.26 Wells Fargo Bank, National Association, as Custodian for the IDS Center Mortgage
Loan prior to July 17, 2013(see Exhibit 33.23)
33.27 Wells Fargo Bank, National Association, as Custodian for the IDS Center Mortgage
Loan on and after July 17, 2013 (see Exhibit 33.23)
33.28 Wells Fargo Bank, National Association, as Custodian for the Legacy Place Mortgage
Loan (see exhibit 33.23)
33.29 Wells Fargo Bank, National Association, as Custodian for the Southridge Mall
Mortgage Loan on and after August 19, 2013 (see Exhibit 33.23)
33.30 Wells Fargo Bank, National Association, as Custodian for the Southridge Mall
Mortgage Loan prior to August 19, 2013 (see Exhibit 33.23)
33.31 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Americold Cold Storage Portfolio Mortgage Loan (see Exhibit 33.22)
33.32 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the IDS Center Mortgage Loan prior to July 17, 2013 (see Exhibit 33.22)
33.33 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the IDS Center Mortgage Loan on and after July 17, 2013 (see Exhibit 33.22)
33.34 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Legacy Place Mortgage Loan (see exhibit 33.22)
33.35 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Southridge Mall Mortgage Loan prior to August 19, 2013 (see Exhibit 33.22)
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
34.1 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Primary Servicer under the Pooling and Servicing Agreement
34.2 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.) as Sub-Special Servicer for the IDS Center Mortgage Loan from August 1, 2013 to
and including September 5, 2013 (see Exhibit 34.1)
34.3 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Special Servicer for the IDS Center Mortgage Loan on and after September 6,
2013 (see Exhibit 34.1)
34.4 LNR Partners, LLC, as Special Servicer
34.5 LNR Partners, LLC, as Special Servicer for the IDS Center Mortgage Loan prior to
July 17, 2013 (see Exhibit 34.4)
34.6 LNR Partners, LLC, as Special Servicer for the Southridge Mall Mortgage Loan prior
to August 19, 2013 (see Exhibit 34.4)
34.7 LNR Partners, LLC, as Special Servicer for the Americold Cold Storage Portfolio
Mortgage Loan (see Exhibit 34.4)
34.8 LNR Partners, LLC, as Special Servicer for the Legacy Place Mortgage Loan (see
exhibit 34.4)
34.9 Midland Loan Services, A Division of PNC Bank, National Association, as Master
Servicer
34.10 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Americold Cold Storage Portfolio Mortgage Loan (see Exhibit 34.9)
34.11 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the IDS Center Mortgage Loan on and after July 17, 2013 (see Exhibit 34.9)
34.12 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the IDS Center Mortgage Loan prior to July 17, 2013 (see Exhibit 34.9)
34.13 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Legacy Place Mortgage Loan (see exhibit 34.9)
34.14 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Southridge Mall Mortgage Loan prior to August 19, 2013 (see Exhibit 34.9)
34.15 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Southridge Mall Mortgage Loan on and after August 19, 2013 (see
Exhibit 34.9)
34.16 Midland Loan Services, A Division of PNC Bank, National Association, as Special
Servicer for the Southridge Mall Mortgage Loan on and after August 19, 2013 (see
Exhibit 34.9)
34.17 Pentalpha Surveillance, LLC, as Senior Trust Advisor
34.18 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the Americold Cold
Storage Portfolio Mortgage Loan (see Exhibit 34.17)
34.19 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the IDS Center Mortgage
Loan on and after July 17, 2013 (see Exhibit 34.17)
34.20 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the Legacy Place
Mortgage Loan (see exhibit 34.17)
34.21 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the Southridge Mall
Mortgage Loan on and after August 19, 2013 (see Exhibit 34.17)
34.22 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
34.23 Wells Fargo Bank, National Association, as Custodian
34.24 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Southridge Mall Mortgage Loan on and after August 19, 2013 (see Exhibit 34.22)
34.25 Wells Fargo Bank, National Association, as Custodian for the Americold Cold
Storage Portfolio Mortgage Loan (see Exhibit 34.23)
34.26 Wells Fargo Bank, National Association, as Custodian for the IDS Center Mortgage
Loan prior to July 17, 2013(see Exhibit 34.23)
34.27 Wells Fargo Bank, National Association, as Custodian for the IDS Center Mortgage
Loan on and after July 17, 2013 (see Exhibit 34.23)
34.28 Wells Fargo Bank, National Association, as Custodian for the Legacy Place
Mortgage Loan (see exhibit 34.23)
34.29 Wells Fargo Bank, National Association, as Custodian for the Southridge Mall
Mortgage Loan on and after August 19, 2013 (see Exhibit 34.23)
34.30 Wells Fargo Bank, National Association, as Custodian for the Southridge Mall
Mortgage Loan prior to August 19, 2013 (see Exhibit 34.23)
34.31 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Americold Cold Storage Portfolio Mortgage Loan (see Exhibit 34.22)
34.32 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the IDS Center Mortgage Loan prior to July 17, 2013 (see Exhibit 34.22)
34.33 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the IDS Center Mortgage Loan on and after July 17, 2013 (see Exhibit 34.22)
34.34 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Legacy Place Mortgage Loan (see exhibit 34.22)
34.35 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Southridge Mall Mortgage Loan prior to August 19, 2013 (see Exhibit 34.22)
(35) Servicer compliance statement.
35.1 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Primary Servicer under the Pooling and Servicing Agreement
35.2 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.) as Sub-Special Servicer for the IDS Center Mortgage Loan from August 1, 2013 to
and including September 5, 2013
35.3 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Special Servicer for the IDS Center Mortgage Loan on and after September 6,
2013
35.4 LNR Partners, LLC, as Special Servicer
35.5 LNR Partners, LLC, as Special Servicer for the IDS Center Mortgage Loan prior to
July 17, 2013 (see Exhibit 35.4)
35.6 LNR Partners, LLC, as Special Servicer for the Southridge Mall Mortgage Loan prior
to August 19, 2013 (see Exhibit 35.4)
35.7 LNR Partners, LLC, as Special Servicer for the Americold Cold Storage Portfolio
Mortgage Loan (see Exhibit 35.4)
35.8 LNR Partners, LLC, as Special Servicer for the Legacy Place Mortgage Loan (see
exhibit 35.4)
35.9 Midland Loan Services, A Division of PNC Bank, National Association, as Master
Servicer
35.10 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Americold Cold Storage Portfolio Mortgage Loan (see Exhibit 35.9)
35.11 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the IDS Center Mortgage Loan on and after July 17, 2013 (see Exhibit 35.9)
35.12 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the IDS Center Mortgage Loan prior to July 17, 2013 (see Exhibit 35.9)
35.13 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Legacy Place Mortgage Loan (see exhibit 35.9)
35.14 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Southridge Mall Mortgage Loan prior to August 19, 2013 (see Exhibit 35.9)
35.15 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Southridge Mall Mortgage Loan on and after August 19, 2013 (see Exhibit
35.9)
35.16 Midland Loan Services, A Division of PNC Bank, National Association, as Special
Servicer for the Southridge Mall Mortgage Loan on and after August 19, 2013 (see Exhibit
35.9)
35.17 Wells Fargo Bank, National Association, as Certificate Administrator
35.18 Wells Fargo Bank, National Association, as Certificate Administrator for the
Americold Cold Storage Portfolio Mortgage Loan (see Exhibit 35.17)
35.19 Wells Fargo Bank, National Association, as Certificate Administrator for the IDS
Center Mortgage Loan prior to July 17, 2013 (see Exhibit 35.17)
35.20 Wells Fargo Bank, National Association, as Certificate Administrator for the IDS
Center Mortgage Loan on and after July 17, 2013
35.21 Wells Fargo Bank, National Association, as Certificate Administrator for the
Legacy Place Mortgage Loan (see Exhibit 35.17)
35.22 Wells Fargo Bank, National Association, as Certificate Administrator
for the Southridge Mall Mortgage Loan on and after August 19, 2013
35.23 Wells Fargo Bank, National Association, as Certificate Administrator for the
Southridge Mall Mortgage Loan prior to August 19, 2013 (see Exhibit 35.17)
(99.1) Mortgage Loan Purchase Agreement, dated as of June 25, 2013, between
JPMorgan Chase Bank, National Association and J.P. Morgan Chase Commercial
Mortgage Securities Corp., relating to the mortgage loans sold to the
depositor by JPMorgan Chase Bank, National Association (filed as Exhibit 99.1
to the registrant's Current Report on Form 8-K, filed on June 25, 2013
and incorporated by reference herein)
(99.2) Mortgage Loan Purchase Agreement, dated as of June 25, 2013,between
J.P. Morgan Chase Commercial Mortgage Securities Corp. and Barclays Bank
PLC, relating to the mortgage loans sold to the depositor by Barclays Bank
PLC (filed as Exhibit 99.2 to the registrant's Current Report on Form 8-K,
filed on June 25, 2013 and incorporated by reference herein)
(99.3) Mortgage Loan Purchase Agreement, dated as of June 25, 2013, between
J.P. Morgan Chase Commercial Mortgage Securities Corp. and Starwood
Mortgage Funding II LLC (formerly known as Archetype Mortgage Funding II
LLC), relating to the mortgage loans sold to the depositor by Starwood
Mortgage Funding II LLC (formerly known as Archetype Mortgage Funding II
LLC) (filed as Exhibit 99.3 to the registrant's Current Report on Form 8-K
filed on June 25, 2013 and incorporated by reference herein)
(99.4) Mortgage Loan Purchase Agreement, dated as of June 25, 2013, between
J.P. Morgan Chase Commercial Mortgage Securities Corp. and KeyBank National
Association, relating to the mortgage loans sold to the depositor by
KeyBank National Association (filed as Exhibit 99.4 to the registrant's
Current Report on Form 8-K filed on June 25, 2013 and incorporated by
reference herein)
(99.5) Primary Servicing Agreement, dated as of June 1, 2013, between
Midland Loan Services, a Division of PNC Bank, National Association, as
master servicer, and KeyCorp Real Estate Capital Markets, Inc., as primary
servicer (Filed as Exhibit 99.5 to the registrant's Current Report on Form
8-K, filed on June 25, 2013 and incorporated by reference herein)
