approximate) J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST Commercial Mortgage Pass-Through Certificates, Series 2013-C16 Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C & Class EC...Underwriting Agreement • November 20th, 2013 • J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16 • Asset-backed securities • New York
Bank, National Association, as certificate administrator (the “Certificate Administrator”), U.S. Bank National Association, as trustee (the “Trustee”) and Pentalpha Surveillance LLC, as senior trust advisor (the “Senior Trust Advisor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement as in effect on the Closing Date (as defined below).
Depositor WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Special Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator, as Trustee and PENTALPHA...Pooling and Servicing Agreement • November 20th, 2013 • J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16 • Asset-backed securities • New York
Page ARTICLE I DEFINITIONS Section 1.01 Defined Terms 11 Section 1.02 Certain Calculations 104 ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans 105 Section 2.02 Acceptance by Trustee 111 Section 2.03 Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties 115 Section 2.04 Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests 122 Section 2.05 Creation of the Grantor Trust 123 ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND Section 3.01 Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Mortgage Loans, the Companion Loans and REO Properties 123 Section 3.02 Collection of Mortgage Loan Payments 130 Section 3.03 Collection of Taxes, Assessments and Similar Items; Servicing Accounts 134 S
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, and LADDER CAPITAL FINANCE LLC, SELLER and LADDER CAPITAL FINANCE HOLDINGS LLLP MORTGAGE LOAN PURCHASE AGREEMENT Dated as of November 21, 2013 Fixed Rate Mortgage Loans Series 2013-C16Mortgage Loan Purchase Agreement • November 20th, 2013 • J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16 • Asset-backed securities • New York
are limitations related to the maintenance of terrorism insurance. 25 All Mortgage Loans transferred by LCF (Loan Nos. 33, 34, 37, 41, 45, 47 and 56) The related loan documents may not prevent fees from being payable to the trustee, but either the related Mortgagor is responsible for all such costs or the trustee’s fees must be reasonable. 28 All Mortgage Loans transferred by LCF (Loan Nos. 33, 34, 37, 41, 45, 47 and 56) The related loan documents may provide for recourse against the related Mortgagor and guarantor in the event that such Mortgagor or guarantor “solicits of causes to be solicited petitioning creditors” to cause an involuntary bankruptcy filing with respect to the Mortgagor, rather than that such Mortgagor or guarantor “colluded with other creditors” to do so. In addition, the related loan documents may limit recourse for the related Mortgagor’s commission of material physical waste only to the extent that: (i) such waste was intentional; and/or (ii) there is sufficient
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of November 21, 2013 Fixed Rate Mortgage Loans Series 2013-C16Mortgage Loan Purchase Agreement • November 20th, 2013 • J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16 • Asset-backed securities • New York
provided that certain conditions are satisfied, which conditions include (but are not limited to) the following: (i) a combined maximum loan-to-value ratio of not greater than 75%; (ii) a combined minimum debt service coverage ratio of at least 1.40x; and (iii) the execution of an intercreditor agreement satisfactory to the lender. 9 121 Champion Way (Loan No. 26) (Junior Liens) – Future mezzanine debt is permitted in accordance with the related Mortgage Loan documents, provided that certain conditions are satisfied, which conditions include (but are not limited to) the following: (i) a combined maximum loan-to-value ratio of not greater than 75%; (ii) a combined minimum debt service coverage ratio of at least 1.30x; and (iii) the execution of an intercreditor agreement satisfactory to the lender. 18 Veritas Multifamily Portfolio (Loan No. 2) (Insurance) – The related Mortgagor may maintain property all-risk insurance with deductibles that do not exceed (i) five percent (5%) of the ins
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, and GENERAL ELECTRIC CAPITAL CORPORATION, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of November 21, 2013 Fixed Rate Mortgage Loans Series 2013-C16Mortgage Loan Purchase Agreement • November 20th, 2013 • J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16 • Asset-backed securities • New York
decisions of the owners’ association. 8 Bay Bayou RV (Loan No. 48) (Permitted Liens; Title Insurance) – Florida statute (F.S. 723.071) confers Right of First Refusal (ROFR) to MHC homeowners’ association. ROFR is not extinguished by foreclosure; however, the ROFR does not apply to foreclosure or deed in lieu thereof. 8 Conway Circle (Loan No. 51) (Permitted Liens; Title Insurance) – Florida statute (F.S. 723.071) confers Right of First Refusal (ROFR) to MHC homeowners’ association. ROFR is not extinguished by foreclosure; however, the ROFR does not apply to foreclosure or deed in lieu thereof. 8 Tyrone Village (Loan No. 55) (Permitted Liens; Title Insurance) – Florida statute (F.S. 723.071) confers Right of First Refusal (ROFR) to MHC homeowners’ association. ROFR is not extinguished by foreclosure; however, the ROFR does not apply to foreclosure or deed in lieu thereof. 15 Bridgemarket (Loan No. 12) (Actions Concerning Mortgage Loan) – Guarantor (Sheldon Gordon) is defendant in the fo
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, and REDWOOD COMMERCIAL MORTGAGE CORPORATION, SELLER and REDWOOD TRUST, INC. MORTGAGE LOAN PURCHASE AGREEMENT Dated as of November 21, 2013 Fixed Rate Mortgage Loans Series 2013-C16Mortgage Loan Purchase Agreement • November 20th, 2013 • J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16 • Asset-backed securities • New York
Rep. No. on Exhibit B Mortgage Loan and Number as Identified on Exhibit A Description of Exception Mortgage Loan documents. 34 Storage Pros Portfolio (Loan No. 19) (Defeasance) – The Mortgagor may release up to three (3) of the individual Mortgaged Properties that secure the Mortgage Loan and is required to partially defease the Mortgage Loan in an amount equal to at least 125% of the allocated loan amount for any such individual Mortgaged Property in accordance with the Mortgage Loan documents. 43 San Pablo Towne Center (Loan No. 35) (Environmental Conditions) – A Phase I environmental assessment noted that a gas station property located adjacent to the Mortgaged Property is currently the site of an ongoing leaking UST incident and that contamination related to the leaking UST has occurred at the Mortgaged Property. The consultant indicated that the party conducting remediation activities at the gas station is subject to an off-site assessment plan which includes the installat
