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: 333-165147-09
J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13
(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
General Electric Capital Corporation
Redwood Commercial Mortgage Corporation
(exact names of the sponsors as specified in their charters)
New York 38-3913683
(State or other jurisdiction of 38-3913684
incorporation or organization) 38-7103161
(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 IDS Center Mortgage Loan, which constituted approximately 9.6% 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 IDS
Center Mortgage Loan and one other pari passu loan, which is not an asset of
the issuing entity. The 589 Fifth Avenue Mortgage Loan, which constituted
approximately 9.1% 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 589 Fifth Avenue Mortgage Loan and one other pari passu
loan, which is not an asset of the issuing entity. These two loan
combinations, including, respectively, the IDS Center Mortgage Loan and the
589 Fifth Avenue 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 Americold Cold
Storage Portfolio Mortgage Loan, which constituted approximately 11.4% of
the asset pool of the issuing entity as of its cut-off date. The Americold
Cold Storage Portfolio Mortgage Loan 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. The other pari passu portion of this loan combination was
securitized in the JPMBB Commercial Mortgage Securities Trust 2013-C12
transaction, Commission File Number 333-165147-08 (the "JPMBB 2013-C12
Transaction"). This loan combination, including the Americold Cold Storage
Portfolio Mortgage Loan, is being serviced and administered pursuant to the
pooling and servicing agreement for the JPMBB 2013-C12 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 SanTan
Village Mortgage Loan, which constituted approximately 5.7% of the asset
pool of the issuing entity as of its cut-off date. The SanTan Village
Mortgage Loan is an asset of the issuing entity and is part of a loan
combination that includes the SanTan Village Mortgage Loan and one other
pari passu loan that is not an asset of the issuing entity. This loan
combination, including the SanTan Village 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 SanTan
Village 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 SanTan Village 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 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 KeyBank National Association (as
successor to KeyCorp Real Estate Capital Markets, Inc.) ("KeyBank").
Attached hereto under Item 15 are an assessment of compliance with applicable
servicing criteria, an accountant's attestation report on assessment of
compliance with applicable servicing criteria and an annual compliance
statement for the reporting period July 17, 2013 through September 5, 2013 of
Berkadia.
KeyBank acted as sub-special servicer under the Pooling and Servicing
Agreement from August 1, 2013 to and including September 5, 2013. Attached
hereto under Item 15 are an assessment of compliance with applicable servicing
criteria, an accountant's attestation report on assessment of compliance with
applicable servicing criteria and an annual compliance statement for the
period from August 1, 2013 to and including September 5, 2013 for KeyBank in
the capacity of sub-special servicer. KeyBank assumed the obligations of
Berkadia Commercial Mortgage LLC as special servicer under the Pooling and
Servicing Agreement as of September 6, 2013. Attached hereto under Item 15 are
an assessment of compliance with applicable servicing criteria, an
accountant's attestation report on assessment of compliance with applicable
servicing criteria and an annual compliance statement for the reporting period
including September 6, 2013 through December 31, 2013 for KeyBank in the
capacity of special servicer.
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 Americold Cold
Storage Portfolio Mortgage Loan and the SanTan Village Mortgage Loan and the
special servicer on and after August 19, 2013 for the SanTan Village 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.
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 Americold
Cold Storage Portfolio Mortgage Loan and the SanTan Village 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.
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.
The Americold Cold Storage Portfolio Mortgage Loan (loan #1 on Annex A-1 to the
Prospectus Supplement of the registrant relating to the issuing entity filed on
July 11, 2013) constitutes a significant obligor within the meaning of Item
1101(k)(2) of Regulation AB as disclosed in the Prospectus Supplement. In
accordance with Item 1112(b) of Regulation AB, the most recent unaudited net
operating income of the significant obligor was $33,640,382.00 for the twelve-
month period ended December 31, 2013.
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 provided in a Prospectus
Supplement of the registrant relating to the issuing entity filed on July 11,
2013 pursuant to Rule 424(b)(5).
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 Americold Cold Storage Portfolio Mortgage Loan,
which is being serviced and administered pursuant to the pooling and servicing
agreement for the JPMBB 2013-C12 Transaction, are attached as Exhibits 33.12,
33.15, 33.22, 33.28, 33.33, 34.12, 34.15, 34.22, 34.28 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 SanTan Village 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 33.18, 33.19, 33.24,
33.31, 33.36, 34.18, 34.19, 34.24, 34.31 and 34.36 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 33.5. 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 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 and incorporated by
reference herein)
(4.2) 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 in connection with the JPMBB 2013-C12
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 Berkadia Commercial Mortgage LLC, as Special Servicer prior to September 6, 2013
33.2 Berkadia Commercial Mortgage LLC, as Special Servicer for the SanTan Village
Mortgage Loan prior to August 19, 2013 (see Exhibit 33.1)
33.3 Berkadia Commercial Mortgage LLC, as Special Servicer for the 589 Fifth Avenue
Mortgage Loan prior to September 6, 2013 (see Exhibit 33.1)
33.4 Berkadia Commercial Mortgage LLC, as Special Servicer for the IDS Center Mortgage
Loan prior to September 6, 2013 (see Exhibit 33.1)
33.5 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Special Servicer on and after September 6, 2013
33.6 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Sub-Special Servicer from August 1, 2013 to and including September 5, 2013
(see Exhibit 33.5)
33.7 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Sub-Special Servicer for the 589 Fifth Avenue Mortgage Loan from August 1,
2013 to and including September 5, 2013 (see Exhibit 33.5)
33.8 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 33.5)
33.9 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 33.5)
33.10 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Special Servicer for the 589 Fifth Avenue Mortgage Loan on and after September
6, 2013 (see Exhibit 33.5)
33.11 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Sub-Special Servicer for the SanTan Village Mortgage Loan from August 1, 2013
to and including August 18, 2013 (see Exhibit 33.5)
33.12 LNR Partners, LLC, as Special Servicer for the Americold Cold Storage Portfolio
Mortgage Loan
33.13 Midland Loan Services, A Division of PNC Bank, National Association, as Master
Servicer
33.14 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the 589 Fifth Avenue Mortgage Loan (see Exhibit 33.13)
33.15 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Americold Cold Storage Portfolio Mortgage Loan (see Exhibit 33.13)
33.16 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the IDS Center Mortgage Loan (see Exhibit 33.13)
33.17 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the SanTan Village Mortgage Loan prior to August 19, 2013 (see Exhibit 33.13)
33.18 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the SanTan Village Mortgage Loan on and after August 19, 2013 (see Exhibit
33.13)
33.19 Midland Loan Services, A Division of PNC Bank, National Association, as Special
Servicer for the SanTan Village Mortgage Loan on and after August 19, 2013 (see Exhibit
33.13)
33.20 Pentalpha Surveillance, LLC, as Senior Trust Advisor
33.21 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the 589 Fifth Avenue
Mortgage Loan (see Exhibit 33.20)
33.22 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the Americold Cold
Storage Portfolio Mortgage Loan (see Exhibit 33.20)
33.23 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the IDS Center Mortgage
Loan (see Exhibit 33.20)
33.24 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the SanTan Village
Mortgage Loan on and after August 19, 2013 (see Exhibit 33.20)
33.25 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
33.26 Wells Fargo Bank, National Association, as Custodian
33.27 Wells Fargo Bank, National Association, as Custodian for the 589 Fifth Avenue
Mortgage Loan (see Exhibit 33.26)
33.28 Wells Fargo Bank, National Association, as Custodian for the Americold Cold
Storage Portfolio Mortgage Loan (see Exhibit 33.26)
33.29 Wells Fargo Bank, National Association, as Custodian for the IDS Center Mortgage
Loan (see Exhibit 33.26)
33.30 Wells Fargo Bank, National Association, as Custodian for the SanTan Village
Mortgage Loan prior to August 19, 2013 (see Exhibit 33.26)
33.31 Wells Fargo Bank, National Association, as Custodian for the SanTan Village
Mortgage Loan on and after August 19, 2013 (see Exhibit 33.26)
33.32 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the 589 Fifth Avenue Mortgage Loan (see Exhibit 33.25)
33.33 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Americold Cold Storage Portfolio Mortgage Loan (see exhibit 33.25)
33.34 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the IDS Center Mortgage Loan (see Exhibit 33.25)
33.35 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the SanTan Village Mortgage Loan prior to August 19, 2013 (see Exhibit 33.25)
33.36 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the SanTan Village Mortgage Loan on and after August 19, 2013 (see Exhibit 33.25)
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
34.1 Berkadia Commercial Mortgage LLC, as Special Servicer prior to September 6, 2013
34.2 Berkadia Commercial Mortgage LLC, as Special Servicer for the SanTan Village
Mortgage Loan prior to August 19, 2013 (see Exhibit 34.1)
34.3 Berkadia Commercial Mortgage LLC, as Special Servicer for the 589 Fifth Avenue
Mortgage Loan prior to September 6, 2013 (see Exhibit 34.1)
34.4 Berkadia Commercial Mortgage LLC, as Special Servicer for the IDS Center Mortgage
Loan prior to September 6, 2013 (see Exhibit 34.1)
34.5 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Special Servicer on and after September 6, 2013
34.6 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Sub-Special Servicer from August 1, 2013 to and including September 5, 2013
(see Exhibit 34.5)
34.7 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Sub-Special Servicer for the 589 Fifth Avenue Mortgage Loan from August 1,
2013 to and including September 5, 2013 (see Exhibit 34.5)
34.8 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 34.5)
34.9 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 34.5)
34.10 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Special Servicer for the 589 Fifth Avenue Mortgage Loan on and after
September 6, 2013 (see Exhibit 34.5)
34.11 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Sub-Special Servicer for the SanTan Village Mortgage Loan from August 1,
2013 to and including August 18, 2013 (see Exhibit 34.5)
34.12 LNR Partners, LLC, as Special Servicer for the Americold Cold Storage Portfolio
Mortgage Loan
34.13 Midland Loan Services, A Division of PNC Bank, National Association, as Master
Servicer
34.14 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the 589 Fifth Avenue Mortgage Loan (see Exhibit 34.13)
34.15 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Americold Cold Storage Portfolio Mortgage Loan (see Exhibit 34.13)
34.16 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the IDS Center Mortgage Loan (see Exhibit 34.13)
34.17 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the SanTan Village Mortgage Loan prior to August 19, 2013 (see Exhibit 34.13)
34.18 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the SanTan Village Mortgage Loan on and after August 19, 2013 (see Exhibit
34.13)
34.19 Midland Loan Services, A Division of PNC Bank, National Association, as Special
Servicer for the SanTan Village Mortgage Loan on and after August 19, 2013 (see Exhibit
34.13)
34.20 Pentalpha Surveillance, LLC, as Senior Trust Advisor
34.21 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the 589 Fifth Avenue
Mortgage Loan (see Exhibit 34.20)
34.22 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the Americold Cold
Storage Portfolio Mortgage Loan (see Exhibit 34.20)
34.23 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the IDS Center Mortgage
Loan (see Exhibit 34.20)
34.24 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the SanTan Village
Mortgage Loan on and after August 19, 2013 (see Exhibit 34.20)
34.25 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
34.26 Wells Fargo Bank, National Association, as Custodian
34.27 Wells Fargo Bank, National Association, as Custodian for the 589 Fifth Avenue
Mortgage Loan (see Exhibit 34.26)
34.28 Wells Fargo Bank, National Association, as Custodian for the Americold Cold
Storage Portfolio Mortgage Loan (see Exhibit 34.26)
34.29 Wells Fargo Bank, National Association, as Custodian for the IDS Center Mortgage
Loan (see Exhibit 34.26)
34.30 Wells Fargo Bank, National Association, as Custodian for the SanTan Village
Mortgage Loan prior to August 19, 2013 (see Exhibit 34.26)
34.31 Wells Fargo Bank, National Association, as Custodian for the SanTan Village
Mortgage Loan on and after August 19, 2013 (see Exhibit 34.26)
34.32 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the 589 Fifth Avenue Mortgage Loan (see Exhibit 34.25)
34.33 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Americold Cold Storage Portfolio Mortgage Loan (see exhibit 34.25)
34.34 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the IDS Center Mortgage Loan (see Exhibit 34.25)
34.35 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the SanTan Village Mortgage Loan prior to August 19, 2013 (see Exhibit 34.25)
34.36 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the SanTan Village Mortgage Loan on and after August 19, 2013 (see Exhibit 34.25)
(35) Servicer compliance statement.
35.1 Berkadia Commercial Mortgage LLC, as Special Servicer prior to September 6, 2013
35.2 Berkadia Commercial Mortgage LLC, as Special Servicer for the SanTan Village
Mortgage Loan prior to August 19, 2013 (see Exhibit 35.1)
35.3 Berkadia Commercial Mortgage LLC, as Special Servicer for the 589 Fifth Avenue
Mortgage Loan prior to September 6, 2013 (see Exhibit 35.1)
35.4 Berkadia Commercial Mortgage LLC, as Special Servicer for the IDS Center Mortgage
Loan prior to September 6, 2013 (see Exhibit 35.1)
35.5 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Special Servicer on and after September 6, 2013
35.6 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Sub-Special Servicer from August 1, 2013 to and including September 5, 2013
35.7 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Sub-Special Servicer for the 589 Fifth Avenue Mortgage Loan from August 1,
2013 to and including September 5, 2013 (see Exhibit 35.6)
35.8 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 35.6)
35.9 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 35.5)
35.10 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Special Servicer for the 589 Fifth Avenue Mortgage Loan on and after September
6, 2013 (see Exhibit 35.5)
35.11 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Sub-Special Servicer for the SanTan Village Mortgage Loan from August 1, 2013
to and including August 18, 2013 (see Exhibit 35.6)
35.12 LNR Partners, LLC, as Special Servicer for the Americold Cold Storage Portfolio
Mortgage Loan
35.13 Midland Loan Services, A Division of PNC Bank, National Association, as Master
Servicer
35.14 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the 589 Fifth Avenue Mortgage Loan (see Exhibit 35.13)
35.15 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Americold Cold Storage Portfolio Mortgage Loan (see Exhibit 35.13)
35.16 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the IDS Center Mortgage Loan (see Exhibit 35.13)
35.17 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the SanTan Village Mortgage Loan prior to August 19, 2013 (see Exhibit 35.13)
35.18 Midland Loan Services, A Division of PNC Bank, National Association, as Special
Servicer for the SanTan Village Mortgage Loan prior to August 19, 2013 (see Exhibit 35.13)
35.19 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the SanTan Village Mortgage Loan on and after August 19, 2013 (see Exhibit
35.13)
35.20 Midland Loan Services, A Division of PNC Bank, National Association, as Special
Servicer for the SanTan Village Mortgage Loan on and after August 19, 2013 (see Exhibit
35.13)
35.21 Wells Fargo Bank, National Association, as Certificate Administrator
35.22 Wells Fargo Bank, National Association, as Certificate Administrator for the 589
Fifth Avenue Mortgage Loan (see Exhibit 35.21)
35.23 Wells Fargo Bank, National Association, as Certificate Administrator for the
Americold Cold Storage Portfolio Mortgage Loan
35.24 Wells Fargo Bank, National Association, as Certificate Administrator for the IDS
Center Mortgage Loan (see Exhibit 35.21)
35.25 Wells Fargo Bank, National Association, as Certificate Administrator for the
SanTan Village Mortgage Loan prior to August 19, 2013 (see Exhibit 35.21)
35.26 Wells Fargo Bank, National Association, as Certificate Administrator for the
SanTan Village Mortgage Loan on and after August 19, 2013
(99.1) Mortgage Loan Purchase Agreement, dated as of July 17, 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 July 17, 2013 and incorporated by reference
herein)
(99.2) Mortgage Loan Purchase Agreement, dated as of July 17, 2013,
between General Electric Capital Corporation and J.P. Morgan Chase
Commercial Mortgage Securities Corp., relating to the mortgage loans
sold to the depositor by General Electric Capital Corporation (filed
as Exhibit 99.1 to the registrant's Current Report on Form 8-K, filed
on July 17, 2013 and incorporated by reference herein)
(99.3) Mortgage Loan Purchase Agreement, dated as of July 17, 2013,
among Redwood Commercial Mortgage Corporation, Redwood Trust, Inc. and
J.P. Morgan Chase Commercial Mortgage Securities Corp., relating to
the mortgage loans sold to the depositor by Redwood Commercial
Mortgage Corporation (filed as Exhibit 99.3 to the registrant's
Current Report on Form 8-K, filed on July 17, 2013 and incorporated by
reference herein)
(b) See Item 15(a) above.
(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 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 and incorporated by reference herein)
(4.2) 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 in
connection with the JPMBB 2013-C12 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 Berkadia Commercial Mortgage LLC, as Special Servicer prior to September 6, 2013
33.2 Berkadia Commercial Mortgage LLC, as Special Servicer for the SanTan Village
Mortgage Loan prior to August 19, 2013 (see Exhibit 33.1)
33.3 Berkadia Commercial Mortgage LLC, as Special Servicer for the 589 Fifth Avenue
Mortgage Loan prior to September 6, 2013 (see Exhibit 33.1)
33.4 Berkadia Commercial Mortgage LLC, as Special Servicer for the IDS Center Mortgage
Loan prior to September 6, 2013 (see Exhibit 33.1)
33.5 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Special Servicer on and after September 6, 2013
33.6 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Sub-Special Servicer from August 1, 2013 to and including September 5, 2013
(see Exhibit 33.5)
33.7 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Sub-Special Servicer for the 589 Fifth Avenue Mortgage Loan from August 1,
2013 to and including September 5, 2013 (see Exhibit 33.5)
33.8 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 33.5)
33.9 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 33.5)
33.10 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Special Servicer for the 589 Fifth Avenue Mortgage Loan on and after September
6, 2013 (see Exhibit 33.5)
33.11 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Sub-Special Servicer for the SanTan Village Mortgage Loan from August 1, 2013
to and including August 18, 2013 (see Exhibit 33.5)
33.12 LNR Partners, LLC, as Special Servicer for the Americold Cold Storage Portfolio
Mortgage Loan
33.13 Midland Loan Services, A Division of PNC Bank, National Association, as Master
Servicer
33.14 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the 589 Fifth Avenue Mortgage Loan (see Exhibit 33.13)
33.15 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Americold Cold Storage Portfolio Mortgage Loan (see Exhibit 33.13)
33.16 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the IDS Center Mortgage Loan (see Exhibit 33.13)
33.17 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the SanTan Village Mortgage Loan prior to August 19, 2013 (see Exhibit 33.
13)
33.18 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the SanTan Village Mortgage Loan on and after August 19, 2013 (see Exhibit
33.13
33.19 Midland Loan Services, A Division of PNC Bank, National Association, as Special
Servicer for the SanTan Village Mortgage Loan on and after August 19, 2013 (see Exhibit
33.13)
33.20 Pentalpha Surveillance, LLC, as Senior Trust Advisor
33.21 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the 589 Fifth Avenue
Mortgage Loan (see Exhibit 33.20)
33.22 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the Americold Cold
Storage Portfolio Mortgage Loan (see Exhibit 33.20)
33.23 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the IDS Center Mortgage
Loan (see Exhibit 33.20)
33.24 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the SanTan Village
Mortgage Loan on and after August 19, 2013 (see Exhibit 33.20)
33.25 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
33.26 Wells Fargo Bank, National Association, as Custodian
33.27 Wells Fargo Bank, National Association, as Custodian for the 589 Fifth Avenue
Mortgage Loan (see Exhibit 33.26)
33.28 Wells Fargo Bank, National Association, as Custodian for the Americold Cold
Storage Portfolio Mortgage Loan (see Exhibit 33.26)
33.29 Wells Fargo Bank, National Association, as Custodian for the IDS Center Mortgage
Loan (see Exhibit 33.26)
33.30 Wells Fargo Bank, National Association, as Custodian for the SanTan Village
Mortgage Loan prior to August 19, 2013 (see Exhibit 33.26)
33.31 Wells Fargo Bank, National Association, as Custodian for the SanTan Village
Mortgage Loan on and after August 19, 2013 (see Exhibit 33.26)
33.32 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the 589 Fifth Avenue Mortgage Loan (see Exhibit 33.25)
33.33 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Americold Cold Storage Portfolio Mortgage Loan (see exhibit 33.25)
33.34 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the IDS Center Mortgage Loan (see Exhibit 33.25)
33.35 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the SanTan Village Mortgage Loan prior to August 19, 2013 (see Exhibit 33.25)
33.36 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the SanTan Village Mortgage Loan on and after August 19, 2013 (see Exhibit 33.25)
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
34.1 Berkadia Commercial Mortgage LLC, as Special Servicer prior to September 6, 2013
34.2 Berkadia Commercial Mortgage LLC, as Special Servicer for the SanTan Village
Mortgage Loan prior to August 19, 2013 (see Exhibit 34.1)
34.3 Berkadia Commercial Mortgage LLC, as Special Servicer for the 589 Fifth Avenue
Mortgage Loan prior to September 6, 2013 (see Exhibit 34.1)
34.4 Berkadia Commercial Mortgage LLC, as Special Servicer for the IDS Center Mortgage
Loan prior to September 6, 2013 (see Exhibit 34.1)
34.5 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Special Servicer on and after September 6, 2013
34.6 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Sub-Special Servicer from August 1, 2013 to and including September 5, 2013
(see Exhibit 34.5)
34.7 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Sub-Special Servicer for the 589 Fifth Avenue Mortgage Loan from August 1,
2013 to and including September 5, 2013 (see Exhibit 34.5)
34.8 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 34.5)
34.9 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 34.5)
34.10 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Special Servicer for the 589 Fifth Avenue Mortgage Loan on and after
September 6, 2013 (see Exhibit 34.5)
34.11 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Sub-Special Servicer for the SanTan Village Mortgage Loan from August 1,
2013 to and including August 18, 2013 (see Exhibit 34.5)
34.12 LNR Partners, LLC, as Special Servicer for the Americold Cold Storage Portfolio
Mortgage Loan
34.13 Midland Loan Services, A Division of PNC Bank, National Association, as Master
Servicer
34.14 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the 589 Fifth Avenue Mortgage Loan (see Exhibit 34.13)
34.15 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Americold Cold Storage Portfolio Mortgage Loan (see Exhibit 34.13)
34.16 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the IDS Center Mortgage Loan (see Exhibit 34.13)
34.17 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the SanTan Village Mortgage Loan prior to August 19, 2013 (see Exhibit 34.13)
34.18 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the SanTan Village Mortgage Loan on and after August 19, 2013 (see Exhibit
34.13)
34.19 Midland Loan Services, A Division of PNC Bank, National Association, as Special
Servicer for the SanTan Village Mortgage Loan on and after August 19, 2013 (see Exhibit
34.13)
34.20 Pentalpha Surveillance, LLC, as Senior Trust Advisor
34.21 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the 589 Fifth Avenue
Mortgage Loan (see Exhibit 34.20)
34.22 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the Americold Cold
Storage Portfolio Mortgage Loan (see Exhibit 34.20)
34.23 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the IDS Center Mortgage
Loan (see Exhibit 34.20)
34.24 Pentalpha Surveillance, LLC, as Senior Trust Advisor for the SanTan Village
Mortgage Loan on and after August 19, 2013 (see Exhibit 34.20)
34.25 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
34.26 Wells Fargo Bank, National Association, as Custodian
34.27 Wells Fargo Bank, National Association, as Custodian for the 589 Fifth Avenue
Mortgage Loan (see Exhibit 34.26)
34.28 Wells Fargo Bank, National Association, as Custodian for the Americold Cold
Storage Portfolio Mortgage Loan (see Exhibit 34.26)
34.29 Wells Fargo Bank, National Association, as Custodian for the IDS Center Mortgage
Loan (see Exhibit 34.26)
34.30 Wells Fargo Bank, National Association, as Custodian for the SanTan Village
Mortgage Loan prior to August 19, 2013 (see Exhibit 34.26)
34.31 Wells Fargo Bank, National Association, as Custodian for the SanTan Village
Mortgage Loan on and after August 19, 2013 (see Exhibit 34.26)
34.32 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the 589 Fifth Avenue Mortgage Loan (see Exhibit 34.25)
34.33 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the Americold Cold Storage Portfolio Mortgage Loan (see exhibit 34.25)
34.34 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the IDS Center Mortgage Loan (see Exhibit 34.25)
34.35 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the SanTan Village Mortgage Loan prior to August 19, 2013 (see Exhibit 34.25)
34.36 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
for the SanTan Village Mortgage Loan on and after August 19, 2013 (see Exhibit 34.25)
(35) Servicer compliance statement.
35.1 Berkadia Commercial Mortgage LLC, as Special Servicer prior to September 6, 2013
35.2 Berkadia Commercial Mortgage LLC, as Special Servicer for the SanTan Village
Mortgage Loan prior to August 19, 2013 (see Exhibit 35.1)
35.3 Berkadia Commercial Mortgage LLC, as Special Servicer for the 589 Fifth Avenue
Mortgage Loan prior to September 6, 2013 (see Exhibit 35.1)
35.4 Berkadia Commercial Mortgage LLC, as Special Servicer for the IDS Center Mortgage
Loan prior to September 6, 2013 (see Exhibit 35.1)
35.5 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Special Servicer on and after September 6, 2013
35.6 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Sub-Special Servicer from August 1, 2013 to and including September 5, 2013
35.7 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Sub-Special Servicer for the 589 Fifth Avenue Mortgage Loan from August 1,
2013 to and including September 5, 2013 (see Exhibit 35.6)
35.8 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 35.6)
35.9 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 35.5)
35.10 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Special Servicer for the 589 Fifth Avenue Mortgage Loan on and after September
6, 2013 (see Exhibit 35.5)
35.11 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Sub-Special Servicer for the SanTan Village Mortgage Loan from August 1, 2013
to and including August 18, 2013 (see Exhibit 35.6)
35.12 LNR Partners, LLC, as Special Servicer for the Americold Cold Storage Portfolio
Mortgage Loan
35.13 Midland Loan Services, A Division of PNC Bank, National Association, as Master
Servicer
35.14 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the 589 Fifth Avenue Mortgage Loan (see Exhibit 35.13)
35.15 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the Americold Cold Storage Portfolio Mortgage Loan (see Exhibit 35.13)
35.16 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the IDS Center Mortgage Loan (see Exhibit 35.13)
35.17 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the SanTan Village Mortgage Loan prior to August 19, 2013 (see Exhibit 35.13)
35.18 Midland Loan Services, A Division of PNC Bank, National Association, as Special
Servicer for the SanTan Village Mortgage Loan prior to August 19, 2013 (see Exhibit 35.13)
35.19 Midland Loan Services, A Division of PNC Bank, National Association, as Primary
Servicer for the SanTan Village Mortgage Loan on and after August 19, 2013 (see Exhibit
35.13)
35.20 Midland Loan Services, A Division of PNC Bank, National Association, as Special
Servicer for the SanTan Village Mortgage Loan on and after August 19, 2013 (see Exhibit
35.13)
35.21 Wells Fargo Bank, National Association, as Certificate Administrator
35.22 Wells Fargo Bank, National Association, as Certificate Administrator for the 589
Fifth Avenue Mortgage Loan (see Exhibit 35.21)
35.23 Wells Fargo Bank, National Association, as Certificate Administrator for the
Americold Cold Storage Portfolio Mortgage Loan
35.24 Wells Fargo Bank, National Association, as Certificate Administrator for the IDS
Center Mortgage Loan (see Exhibit 35.21)
35.25 Wells Fargo Bank, National Association, as Certificate Administrator for the
SanTan Village Mortgage Loan prior to August 19, 2013 (see Exhibit 35.21)
35.26 Wells Fargo Bank, National Association, as Certificate Administrator for the
SanTan Village Mortgage Loan on and after August 19, 2013
(99.1) Mortgage Loan Purchase Agreement, dated as of July 17, 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 July 17, 2013
and incorporated by reference herein)
(99.2) Mortgage Loan Purchase Agreement, dated as of July 17, 2013, between
General Electric Capital Corporation and J.P. Morgan Chase Commercial
Mortgage Securities Corp., relating to the mortgage loans sold to the
depositor by General Electric Capital Corporation (filed as Exhibit 99.1 to
the registrant's Current Report on Form 8-K, filed on July 17, 2013 and
incorporated by reference herein)
(99.3) Mortgage Loan Purchase Agreement, dated as of July 17, 2013, among
Redwood Commercial Mortgage Corporation, Redwood Trust, Inc. and J.P. Morgan
Chase Commercial Mortgage Securities Corp., relating to the mortgage loans
sold to the depositor by Redwood Commercial Mortgage Corporation (filed as
Exhibit 99.3 to the registrant's Current Report on Form 8-K, filed on July
17, 2013 and incorporated by reference herein)
