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: 333-172143-04
COMM 2012-CCRE1 Mortgage Trust
(exact name of issuing entity as specified in its charter)
Deutsche Mortgage & Asset Receiving Corporation
(exact name of the depositor as specified in its charter)
German American Capital Corporation
Cantor Commercial Real Estate Lending, L.P.
(exact names of the sponsors as specified in their charters)
New York 38-3875703
(State or other jurisdiction of 38-3875704
incorporation or organization) 38-7033125
(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) 250-2500
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 NOTES
The Exhibit Index describes exhibits provided by certain parties (in their
capacity indicated on the Exhibit Index) with respect to the RiverTown
Crossings Mall Mortgage Loan, which constituted approximately 5.9% of the
asset pool of the issuing entity as of its cut-off date. The RiverTown
Crossings Mall Mortgage Loan is an asset of the issuing entity and is part of
a loan combination that includes the RiverTown Crossings Mall Mortgage Loan
and one other pari passu loan, which is not an asset of the issuing entity.
The other pari passu portion of the loan combination was securitized in the
CFCRE 2011-C2 Mortgage Trust transaction, Commission File Number
333-172863-01 (the "CFCRE 2011-C2 Transaction"). This loan combination,
including the RiverTown Crossings Mall Mortgage Loan, is being serviced and
administered pursuant to the pooling and servicing agreement for the CFCRE
2011-C2 Transaction, which is incorporated as Exhibit 4.2 to this Annual
Report on Form 10-K.
The Exhibit Index describes exhibits provided by certain parties (in their
capacity indicated on the Exhibit Index) with respect to the Crossgates Mall
Mortgage Loan, which constituted approximately 12.9% of the asset pool of the
issuing entity as of its cut-off date. The Crossgates Mall Mortgage Loan is
an asset of the issuing entity and is part of a loan combination that
includes the Crossgates Mall Mortgage Loan and one other pari passu loan,
which is not an asset of the issuing entity. The loan combination, including
the Crossgates 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 Crossgates Mall loan
combination in the COMM 2012-CCRE2 Mortgage Trust transaction, Commission
File Number 333-172143-05 (the "COMM 2012-CCRE2 Transaction"). After the
closing of the COMM 2012-CCRE2 Transaction on August 22, 2012, this loan
combination, including the Crossgates Mall Mortgage Loan was, and will
continue to be, serviced and administered pursuant to the pooling and
servicing agreement with respect to COMM 2012-CCRE2 Transaction, which is
incorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K.
In accordance with the Manual of Publicly Available Telephone
Interpretations, Section 17.02, with respect to the primary servicing of the
RiverTown Crossings Mall Mortgage Loan, the pool assets concentration
percentage must be reduced pro rata because Bank of America, National
Association was only acting as servicer from January 1, 2013 to June 23,
2013, KeyCorp Real Estate Capital Markets, Inc. was only acting as a servicer
from June 24, 2013 through September 30, 2013, and KeyBank, National
Association was only acting as servicer from October 1, 2013 through December
31, 2013. As a result, each of Bank of America, National Association, KeyCorp
Real Estate Capital Markets, Inc. and KeyBank, National Association falls
below the de minimis requirements in Items 1122 and 1123 of Regulation AB and
no such assessment, attestation or statement is required.
In accordance with the Manual of Publicly Available Telephone
Interpretations, Section 17.02, with respect to the servicing of the
RiverTown Crossings Mall Mortgage Loan, the pool assets concentration
percentage must be reduced pro rata because Citibank, N.A. was only acting as
trustee from January 1, 2013 to February 27, 2013. As a result, Citibank,
N.A. falls below the de minimis requirements in Item 1122 of Regulation AB
and no such assessment or attestation is required.
U.S. Bank National Association ("U.S. Bank") is the trustee of the loans
serviced under the Pooling and Servicing Agreeement and the RiverTown
Crossings Mall Mortgage Loan. Thus, U.S. Bank is a servicer, as defined in
Item 1108(a)(iii) of Regulation AB, with respect to the RiverTown Crossings
Mall Mortgage Loan because it is servicing mortgage loans which 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 and accountants
attestation reports delivered by U.S. Bank in the capacities described above
are listed in the Exhibit Index.
U. S. Bank National Association acts as Trustee of the issuing entity and the
RiverTown Crossings Mall. Pursuant to the Pooling and Servicing Agreement,
the Trustee is required to provide an assessment of compliance with
applicable servicing criteria solely with respect to Item 1122(d)(2)(iii) of
Regulation AB (regarding advances of funds or guarantees regarding
collections, cash flows or distributions, and any interest or other fees
charged for such advances, are made, reviewed and approved as specified in
the transaction agreements). However, the Trustee is not required to deliver
such assessment of compliance with applicable servicing criteria with respect
to any reporting period during which there was no servicing criteria
applicable to the Trustee, as was the case during the reporting period
covered by this Annual Report on Form 10-K. As a result, this Annual Report
on Form 10-K does not include an assessment of compliance with applicable
servicing criteria of the Trustee. The assessment of compliance with
applicable servicing criteria of the Master Servicer covers Item
1122(d)(2)(iii) of Regulation AB.
This Annual Report on Form 10-K includes assessments of compliance with
applicable servicing criteria and accountants attestation reports from
CoreLogic Commercial Real Estate Services, Inc. and National Tax Search, LLC.
These entities were engaged by the master servicer and the primary servicer
of the Crossgates Mall Mortgage Loan to remit tax payments received from the
escrow accounts of borrowers to local taxing authorities, to report tax
amounts due, to verify tax parcel information, and to verify non-escrow tax
payments. These services are included within the servicing criteria set forth
in Items 1122(d)(4)(xi) and 1122(d)(4)(xii). Therefore, under the
principles-based definition of servicer set forth in Item 1101(j), these
vendors are servicers for the purposes of Item 1122. See Manual of Publicly
Available Telephone Interpretations, Section 3, Item 1101(j).
This Annual Report on Form 10-K includes an assessment of compliance with
applicable servicing criteria and accountants attestation report from U.S.
Bank, National Association. This entity was engaged by the Certificate
Administrator of the RiverTown Crossings Mall to perform certain custodial
services. These services are included within the servicing criteria set
forth in Items 1122(d)(4)(i) and 1122(d)(4)(ii). Therefore, under the
principles-based definition of servicer set forth in Item 1101(j), these
vendors are servicers for the purposes of Item 1122. See Manual of Publicly
Available Telephone Interpretations, Section 3, Item 1101(j).
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 Crossgates Mall Mortgage Loan (Loan Number 1 on Annex A of the prospectus
supplement of the Registrant relating to the issuing entity filed on May 25,
2012 pursuant to Rule 424(b)(5)) constitutes a significant obligor within the
meaning of Item 1101(k)(2) of Regulation AB. In accordance with Item 1112(b) of
Regulation AB, the most recent unaudited net operating income of the
significant obligor was $29,796,321.00 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 requarding this Item has been previously provided in a
prospectus supplement of the Registrant relating to the issuing entity filed on
May 25, 2012 pursuant to Rule 424(b)(5).
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessments of compliance with the servicing criteria for
asset-backed securities and related attestation reports on such assessments of
compliance are attached hereto under Item 15 to this Annual Report on Form
10-K. Attached as Schedule II 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 criteria 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 RiverTown Crossings Mall Mortgage Loan are
attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as
Exhibit O to the pooling and servicing agreement for the CFCRE 2011-C2
Transaction 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 CFCRE 2011-C2 Transaction responsible for each applicable
servicing criteria 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 Crossgates Mall Mortgage Loan are attached
hereto under Item 15. Attached as Schedule II to the pooling and servicing
agreement for the COMM 2012-CCRE2 Transaction 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 COMM 2012-CCRE2
Transaction responsible for each applicable servicing criteria 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 National Tax Search, LLC (the "2013 NTS Assessment") for its commercial
real estate mortgage loans platform, discloses that material instances of
noncompliance occurred with respect to the servicing criterion described in
Item 1122(d)(2)(vii) of Regulation AB. The 2013 NTS Assessment is attached to
this Form 10-K as Exhibit 33.7. The material instances of non compliance
disclosed in the NTS assessment are as follows:
Material Instances of Noncompliance by National Tax Search, LLC
1122(d)(2)(vii): Reconciliations are prepared on a monthly basis for all
asset-backed securities related to bank accounts, including custodial accounts
and related clearing accounts. These reconciliations (B) Are prepared within 30
calendar days after the bank statement cutoff date, or such other number of
days Specificied (sic) in the transaction agreement and (D) Contain
explanations for reconciling items. These reconciling items are resolved within
90 calendar days of their original identification, or such other number of days
specificied (sic) in transaction agreements.
Noncompliance During the reporting period, certain reconciliations were not
completed within 30 calendar days after the bank statement cutoff date. Certain
reconciling items lacked proper explanations and were not resolved within 90
day (sic) calendar days of their original identification.
Remediation Management corrected the timeliness of reconciliations within the
Period and Plante Moran auditors have reviewed, under an agreed-upon procedures
engagement, the compliance with the servicing criteria of section
1122(d)(2)(vii), attributes B & D, as defined above, as of January 31, 2014,
noting no matters of concern.
In the first quarter of 2014 Management will also complete installation of a
Treasury Workstation system, which allows for the automation of daily
reconciliation allowing for review and research throughout the month instead of
the days after a bank statement cutoff date. This daily reconciliation will be
accompanied by proper explanation of all reconciling items. Management will
review any items that require resolution and reporting will provide aging of
items at 30, 45 and 60 day levels to prevent exceeding the 90 calendar day
requirement.
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 May 1, 2012, by and among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Midland Loan Services, a
Division of PNC Bank, National Association, as Special Servicer, U.S. Bank
National Association, as Trustee, Wells Fargo Bank, National Association, as
Certificate Administrator, Paying Agent and Custodian, and Pentalpha
Surveillance LLC, as Operating Advisor (filed as Exhibit 4.1 to the registrant's
Current Report on Form 8-K filed on August 9, 2012 and incorporated by
reference herein).
4.2 Pooling and Servicing Agreement, dated as of December 11, 2011, among CCRE
Commercial Mortgage Securities, L.P., as Depositor, Bank of America, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer,
Trimont Real Estate Advisors, Inc., as Operating Advisor, Citibank, N.A., as
Certificate Administrator, and Citibank, N.A., as Trustee (filed as Exhibit 4.1
to CCRE Commercial Mortgage Securities, L.P.'s Current Report on Form 8-K filed
on December 15, 2011 in connection with the CFCRE 2011-C2 Transaction and
incorporated by reference herein).
4.3 Pooling and Servicing Agreement, dated as of August 1, 2012, among Deutsche
Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Midland Loan Services, a Division of
PNC Bank, National Association, as Special Servicer, U.S. Bank National
Association, as Trustee, Wells Fargo Bank, National Association, as Certificate
Administrator, Paying Agent and Custodian, and Park Bridge Lender Services LLC,
as Operating Advisor (filed as Exhibit 4 to the registrant's Current Report on
Form 8-K filed on August 22, 2012 in connection with the COMM 2012-CCRE2
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 Citibank , N.A. as Cetificate Administrator of the RiverTown Crossings Mall Mortgage Loan
33.2 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
33.3 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
of the Crossgates Mall Mortgage Loan (see Exhibit 33.2)
33.4 LNR Partners, LLC, as Special Servicer of the RiverTown Crossings Mall Mortgage Loan
33.5 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer
33.6 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer
of the Crossgates Mall Mortgage Loan (see Exhibit 33.5)
33.7 National Tax Search, LLC, as Servicing Function Participant
33.8 National Tax Search, LLC, as Servicing Function Participant of the Crossgates Mall
Mortgage Loan (see Exhibit 33.7)
33.9 Park Bridge Lender Services LLC, as Operating Advisor of the Crossgates Mall Mortgage Loan
33.10 Pentalpha Surveillance, LLC, as Operating Advisor
33.11 Trimont Real Estate Advisors, Inc., as Operating Advisor of the RiverTown Crossings Mall Mortgage Loan
33.12 U.S. Bank National Association, as Trustee of the RiverTown Crossings Mall Mortgage Loan
33.13 U.S. Bank National Association, as Servicing Function Participant of the RiverTown Crossings
Mall Mortgage Loan
33.14 Wells Fargo Bank, National Association, as Certificate Administrator
33.15 Wells Fargo Bank, National Association, as Certificate Administrator of the Crossgates Mall Mortgage
Loan (see Exhibit 33.14)
33.16 Wells Fargo Bank, National Association, as Custodian
33.17 Wells Fargo Bank, National Association, as Custodian of the Crossgates Mall Mortgage Loan (see Exhibit 33.16)
33.18 Wells Fargo Bank, National Association, as Master Servicer
33.19 Wells Fargo Bank, National Association, as Primary Servicer of the Crossgates Mall Mortgage
Loan (see Exhibit 33.18)
34 Attestation reports on assessment of compliance with servicing criteria for
asset-backed securities.
34.1 Citibank , N.A. as Cetificate Administratorof the RiverTown Crossings Mall Mortgage Loan
34.2 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
34.3 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
of the Crossgates Mall Mortgage Loan (see Exhibit 34.2)
34.4 LNR Partners, LLC, as Special Servicer of the RiverTown Crossings Mall Mortgage Loan
34.5 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer
34.6 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer
of the Crossgates Mall Mortgage Loan (see Exhibit 34.5)
34.7 National Tax Search, LLC, as Servicing Function Participant
34.8 National Tax Search, LLC, as Servicing Function Participant of the Crossgates Mall
Mortgage Loan (see Exhibit 34.7)
34.9 Park Bridge Lender Services LLC, as Operating Advisor of the Crossgates Mall Mortgage Loan
34.10 Pentalpha Surveillance, LLC, as Operating Advisor
34.11 Trimont Real Estate Advisors, Inc., as Operating Advisor of the RiverTown Crossings Mall Mortgage Loan
34.12 U.S. Bank National Association, as Trustee of the RiverTown Crossings Mall Mortgage Loan
34.13 U.S. Bank National Association, as Servicing Function Participant of the RiverTown Crossings
Mall Mortgage Loan
34.14 Wells Fargo Bank, National Association, as Certificate Administrator
34.15 Wells Fargo Bank, National Association, as Certificate Administrator of the Crossgates Mall Mortgage
Loan (see Exhibit 34.14)
34.16 Wells Fargo Bank, National Association, as Custodian
34.17 Wells Fargo Bank, National Association, as Custodian of the Crossgates Mall Mortgage Loan (see Exhibit 34.16)
34.18 Wells Fargo Bank, National Association, as Master Servicer
34.19 Wells Fargo Bank, National Association, as Primary Servicer of the Crossgates Mall Mortgage
Loan (see Exhibit 34.18)
35 Servicer compliance statement.
35.1 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer
35.2 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer
of the Crossgates Mall Mortgage Loan (see Exhibit 35.1)
35.3 Wells Fargo Bank, National Association, as Certificate Administrator
35.4 Wells Fargo Bank, National Association, as Certificate Administrator of the Crossgates Mall Mortgage Loan
35.5 Wells Fargo Bank, National Association, as Master Servicer
35.6 Wells Fargo Bank, National Association, as Primary Servicer of the Crossgates Mall Mortgage Loan
99.1 Mortgage Loan Purchase Agreement, dated as of May 18, 2012, between Deutsche Mortgage & Asset Receiving
Corporation and German American Capital Corporation (filed as Exhibit 99.1 to the registrant's Current Report
on Form 8-K filed on May 25, 2012 and incorporated by reference herein).
99.2 Mortgage Loan Purchase Agreement, dated as of May 18, 2012, between Deutsche Mortgage & Asset Receiving
Corporation and Cantor Commercial Real Estate Lending, L.P. (filed as Exhibit 99.2 to the registrant's Current
Report on Form 8-K filed on May 25, 2012 and incorporated by reference herein).
(b) The exhibits required to be filed by the Registrant pursuant to Item
601 of Regulation S-K are listed above and in the Exhibit Index that
immediately follows the signature page hereof.
(c) Not Applicable.
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.
Deutsche Mortgage & Asset Receiving Corporation
(Depositor)
/s/ Helaine M. Kaplan
Helaine M. Kaplan, President
(senior officer in charge of securitization of the depositor)
Date: March 28, 2014
/s/ Natalie Grainger
Natalie Grainger, Vice President
Date: March 28, 2014
Exhibit Index
Exhibit No.
4.1 Pooling and Servicing Agreement, dated as of May 1, 2012, by and among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Midland Loan Services, a
Division of PNC Bank, National Association, as Special Servicer, U.S. Bank
National Association, as Trustee, Wells Fargo Bank, National Association, as
Certificate Administrator, Paying Agent and Custodian, and Pentalpha
Surveillance LLC, as Operating Advisor (filed as Exhibit 4.1 to the registrants
Current Report on Form 8-K filed on August 9, 2012 and incorporated by
reference herein).
4.2 Pooling and Servicing Agreement, dated as of December 11, 2011, among CCRE
Commercial Mortgage Securities, L.P., as Depositor, Bank of America, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer,
Trimont Real Estate Advisors, Inc., as Operating Advisor, Citibank, N.A., as
Certificate Administrator, and Citibank, N.A., as Trustee (filed as Exhibit 4.1
to CCRE Commercial Mortgage Securities, L.P.'s Current Report on Form 8-K filed
on December 15, 2011 in connection with the CFCRE 2011-C2 Transaction and
incorporated by reference herein).
4.3 Pooling and Servicing Agreement, dated as of August 1, 2012, among Deutsche
Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Midland Loan Services, a Division of
PNC Bank, National Association, as Special Servicer, U.S. Bank National
Association, as Trustee, Wells Fargo Bank, National Association, as Certificate
Administrator, Paying Agent and Custodian, and Park Bridge Lender Services LLC,
as Operating Advisor (filed as Exhibit 4 to the registrant's Current Report on
Form 8-K filed on August 22, 2012 in connection with the COMM 2012-CCRE2
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 Citibank , N.A. as Certificate Administrator of the RiverTown Crossings Mall Mortgage Loan
33.2 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
33.3 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
of the Crossgates Mall Mortgage Loan (see Exhibit 33.2)
33.4 LNR Partners, LLC, as Special Servicer of the RiverTown Crossings Mall Mortgage Loan
33.5 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer
33.6 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer
of the Crossgates Mall Mortgage Loan (see Exhibit 33.5)
33.7 National Tax Search, LLC, as Servicing Function Participant
33.8 National Tax Search, LLC, as Servicing Function Participant of the Crossgates Mall
Mortgage Loan (see Exhibit 33.7)
33.9 Park Bridge Lender Services LLC, as Operating Advisor of the Crossgates Mall Mortgage Loan
33.10 Pentalpha Surveillance, LLC, as Operating Advisor
33.11 Trimont Real Estate Advisors, Inc., as Operating Advisor of the RiverTown Crossings Mall Mortgage Loan
33.12 U.S. Bank National Association, as Trustee of the RiverTown Crossings Mall Mortgage Loan
33.13 U.S. Bank National Association, as Servicing Function Participant of the RiverTown Crossings
Mall Mortgage Loan
33.14 Wells Fargo Bank, National Association, as Certificate Administrator
33.15 Wells Fargo Bank, National Association, as Certificate Administrator of the Crossgates Mall Mortgage
Loan (see Exhibit 33.14)
33.16 Wells Fargo Bank, National Association, as Custodian
33.17 Wells Fargo Bank, National Association, as Custodian of the Crossgates Mall Mortgage Loan (see Exhibit 33.16)
33.18 Wells Fargo Bank, National Association, as Master Servicer
33.19 Wells Fargo Bank, National Association, as Primary Servicer of the Crossgates Mall Mortgage
Loan (see Exhibit 33.18)
34 Attestation reports on assessment of compliance with servicing criteria for
asset-backed securities.
34.1 Citibank , N.A. as Certificate Administrator of the RiverTown Crossings Mall Mortgage Loan
34.2 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
34.3 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
of the Crossgates Mall Mortgage Loan (see Exhibit 34.2)
34.4 LNR Partners, LLC, as Special Servicer of the RiverTown Crossings Mall Mortgage Loan
34.5 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer
34.6 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer
of the Crossgates Mall Mortgage Loan (see Exhibit 34.5)
34.7 National Tax Search, LLC, as Servicing Function Participant
34.8 National Tax Search, LLC, as Servicing Function Participant of the Crossgates Mall
Mortgage Loan (see Exhibit 34.7)
34.9 Park Bridge Lender Services LLC, as Operating Advisor of the Crossgates Mall Mortgage Loan
34.10 Pentalpha Surveillance, LLC, as Operating Advisor
34.11 Trimont Real Estate Advisors, Inc., as Operating Advisor of the RiverTown Crossings Mall Mortgage Loan
34.12 U.S. Bank National Association, as Trustee of the RiverTown Crossings Mall Mortgage Loan
34.13 U.S. Bank National Association, as Servicing Function Participant of the RiverTown Crossings
Mall Mortgage Loan
34.14 Wells Fargo Bank, National Association, as Certificate Administrator
34.15 Wells Fargo Bank, National Association, as Certificate Administrator of the Crossgates Mall Mortgage
Loan (see Exhibit 34.14)
34.16 Wells Fargo Bank, National Association, as Custodian
34.17 Wells Fargo Bank, National Association, as Custodian of the Crossgates Mall Mortgage Loan (see Exhibit 34.16)
34.18 Wells Fargo Bank, National Association, as Master Servicer
34.19 Wells Fargo Bank, National Association, as Primary Servicer of the Crossgates Mall Mortgage
Loan (see Exhibit 34.18)
35 Servicer compliance statement.
35.1 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer
35.2 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer
of the Crossgates Mall Mortgage Loan (see Exhibit 35.1)
35.3 Wells Fargo Bank, National Association, as Certificate Administrator
35.4 Wells Fargo Bank, National Association, as Certificate Administrator of the Crossgates Mall Mortgage Loan
35.5 Wells Fargo Bank, National Association, as Master Servicer
35.6 Wells Fargo Bank, National Association, as Primary Servicer of the Crossgates Mall Mortgage Loan
99.1 Mortgage Loan Purchase Agreement, dated as of May 18, 2012, between Deutsche Mortgage & Asset Receiving
Corporation and German American Capital Corporation (filed as Exhibit 99.1 to the registrant's Current Report
on Form 8-K filed on May 25, 2012 and incorporated by reference herein).
99.2 Mortgage Loan Purchase Agreement, dated as of May 18, 2012, between Deutsche Mortgage & Asset Receiving
Corporation and Cantor Commercial Real Estate Lending, L.P. (filed as Exhibit 99.2 to the registrant's Current
Report on Form 8-K filed on May 25, 2012 and incorporated by reference herein).
