Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No.1)
(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: 333-184376-09
COMM 2013-CCRE12 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
UBS Real Estate Securities Inc.
Cantor Commercial Real Estate Lending, L.P.
(exact names of the sponsors as specified in their charters)
New York 38-3918802
(State or other jurisdiction of 38-3918803
incorporation or organization) 38-7109049
(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 Date 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 small reporting company.
See the definitions of "large accelerated filer", "accelerate 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 purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2013 as filed with the Securities and Exchange
Commission on March 28, 2014 (the Original Form 10-K) is (i) to file an amended
and restated Report of Assessment of Compliance with Servicing Criteria for
Situs Holdings, LLC, as Special Servicer and as Special Servicer of the
Oglethorpe Mall Mortgage Loan, (in such capacities, Situs), dated April 24,
2014, as a replacement to the Report of Assessment of Compliance with Servicing
Criteria of Situs, dated March 26, 2014, filed as Exhibit 33.17 of the
Exhibits, Financial Statement Schedules under Items 15 to the Original Form
10-K, (ii) to file a revised Attestation Report on Assessment of Compliance
with the Applicable Servicing Criteria for Situs, dated April 24, 2014, as a
replacement to the Attestation Report on Assessment of Compliance with
Applicable Servicing Criteria for Situs, dated March 13, 2014, filed as Exhibit
34.17 of the Exhibits, Financial Statement Schedules under Item 15 to the
Original Form 10-K, each such amendment and restatement being made to clarify
the servicing criteria applicable to Situs. (The remainder of the explanatory
notes below are repeated from the Original Form 10-K.)
The 175 West Jackson Mortgage Loan and the Miracle Mile Shops Mortgage Loan,
which constituted approximately 12.5% and 12.1%, respectively, of the asset
pool of the issuing entity as of its cut-off date, are assets of the issuing
entity and (i) the 175 West Jackson Mortgage Loan is part of a loan combination
that includes the 175 West Jackson Mortgage Loan and one other pari passu loan,
which is not an asset of the issuing entity, and (ii) the Miracle Mile Shops
Mortgage Loan is part of a loan combination that includes the Miracle Mile
Shops Mortgage Loan and five other pari passu loans, which are not assets of
the issuing entity. These two loan combinations, including, respectively, the
175 West Jackson Mortgage Loan and the Miracle Mile Shops 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
capacity indicated on the Exhibit Index) with respect to the Oglethorpe Mall
Mortgage Loan, which constituted approximately 5.0% of the asset pool of the
issuing entity as of its cut-off date. The Oglethorpe Mall Mortgage Loan is an
asset of the issuing entity and is part of a loan combination that includes the
Oglethorpe 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 COMM 2013-CCRE11 Mortgage Trust transaction,
Commission File Number 333-184376-08 (the "COMM 2013-CCRE11 Transaction"). This
loan combination, including the Oglethorpe Mall Mortgage Loan, is being
serviced and administered pursuant to the pooling and servicing agreement for
the COMM 2013-CCRE11 Transaction, which is incorporated by reference as Exhibit
4.2 to this Annual Report on Form 10-K.
Midland Loan Services, a Division of PNC Bank, National Association ("Midland")
is the primary servicer (except with respect to the obligation to make property
protection and mortgage payment advances) of the Miracle Mile Shops Mortgage
Loan, which constituted approximately 12.1% of the asset pool of the issuing
entity as of its cut-off date and primary servicer of the Oglethorpe Mall
Mortgage Loan, which constituted approximately 5.0% 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 the mortgage loans
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, accountants' attestation reports
and servicer compliance statements delivered by Midland in the capacity
described above are listed in the Exhibit Index.
U. S. Bank National Association acts as Trustee of the issuing entity. 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 Miracle Mile Shops Mortgage Loan (only with respect to the obligation to
make property protection and mortgage payment advances) 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).
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 9A(T). 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 175 West Jackson Mortgage Loan (Loan Number 1 on Annex A of the prospectus
supplement of the Registrant relating to the issuing entity filed on
November 6, 2013 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 $26,412,441.00 for the twelve-month period ended
December 31, 2013.
The Miracle Mile Shops Mortgage Loan (Loan Number 2 on Annex A of the
prospectus supplement of the Registrant relating to the issuing entity filed on
November 6, 2013 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 $44,420,646.00 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 or any party related to the trust, other than routine litigation
incidental to the duties of those respective parties, and the following with
respect to UBS Real Estate Securities Inc ("UBSRES"), a Sponsor and mortgage
loan seller:
UBSRES is currently engaged in litigation with respect to various legacy
residential mortgage-backed securities transactions. Some litigants are seeking
the repurchase of mortgage loans by UBSRES from certain residential mortgage
securitization trusts, on the basis that the loans are allegedly in breach of
contractual representations and warranties in governing transaction documents.
Other litigants are alleging violations of federal and/or state securities or
common law for alleged misrepresentations and omissions in offering documents
in connection with the issuance and/or distribution of residential
mortgage-backed securities. No assurance can be given that one or more of the
foregoing actions will not result in material liability to UBSRES.
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
Novemeber 6, 2013 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 with respect to the mortgage loans 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 Oglethorpe Mall Mortgage Loan, which is being
serviced and administered pursuant to the pooling and servicing agreement for
the COMM 2013-CCRE11 Transaction, are attached hereto under Item 15 to this
Annual Report on Form 10-K. Attached as Schedule II to the pooling and
servicing agreement for the COMM 2013-CCRE11 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 COMM
2013-CCRE11 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 33.10. The material instances of noncompliance
disclosed in this 2013 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 hereto 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 November 1, 2013, by and among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, LNR Partners, LLC, 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 registrants Current Report Form 8-K on November 7, 2013 and incorporated
by reference herein).
4.2 Pooling and Servicing Agreement, dated as of October 1, 2013, by and among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, Situs Holdings, LLC, as
Special Servicer, U.S. Bank National Association, as Trustee, Deutsche Bank
Trust Company Americas, as Certificate Administrator, Paying Agent and
Custodian, and Park Bridge Lender Services LLC, as Operating Advisor (filed as
Exhibit 4.1 to the registrants Current Report Form 8-K on February 5, 2014 in
connection with the COMM 2013-CCRE11 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 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
(filed as Exhibit 33.1 to the Original Forrm 10-K and incorporated by reference herein)
33.2 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the
175 West Jackson Mortgage Loan (filed as Exhibit 33.1 to the Original Forrm 10-K and
incorporated by reference herein)
33.3 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Miracle Mile Shops Mortgage Loan (filed as Exhibit 33.1 to the Original Form 10-K and
incorporated by reference herein)
33.4 Deutsche Bank Trust Company Americas, as Certificate Administrator and Custodian of the
Oglethorpe Mall Mortgage Loan (filed as Exhibit 33.4 to the Original Form 10-K and
incorporated by reference herein)
33.5 LNR Partners, LLC, as Special Servicer (filed as Exhibit 33.5 to the Original Form 10-K
and incorporated by reference herein)
33.6 LNR Partners, LLC, as Special Servicer of the 175 West Jackson Mortgage Loan
(filed as Exhibit 33.5 to the Original Form 10-K and incorporated by reference herein)
33.7 LNR Partners, LLC, as Special Servicer of the Miracle Mile Shops Mortgage Loan
(filed as Exhibit 33.5 to the Original Form 10-K and incorporated by reference herein)
33.8 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer
of the Miracle Mile Shops Mortgage Loan (except with respect to the obligation to make
property protection and mortgage payment advances) (filed as Exhibit 33.8 to the Original Form
10-K and incorporated by reference herein)
33.9 Midland Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the Oglethorpe Mall Mortgage Loan (filed as Exhibit 33.8 to the Original
Form 10-K and incorporated by reference herein)
33.10 National Tax Search, LLC, as Servicing Function Participant (filed as
Exhibit 33.10 to the Original Form 10-K and incorporated by reference herein)
33.11 National Tax Search, LLC, as Servicing Function Participant of the 175 West Jackson
Mortgage Loan (filed as Exhibit 33.10 to the Original Form 10-K and incorporated by
reference herein)
33.12 National Tax Search, LLC, as Servicing Function Participant of the Miracle Mile Shops
Mortgage Loan (filed as Exhibit 33.10 to the Original Form 10-K and incorporated by
reference herein)
33.13 Park Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit 33.13 to
the Original Form 10-K and incorporated by reference herein)
33.14 Park Bridge Lender Services LLC, as Operating Advisor of the 175 West Jackson
Mortgage Loan (filed as Exhibit 33.13 to the Original Form 10-K and incorporated
by reference herein)
33.15 Park Bridge Lender Services LLC, as Operating Advisor of the Miracle Mile Shops
Mortgage Loan (filed as Exhibit 33.13 to the Original Form 10-K and incorporated by
reference herein)
33.16 Park Bridge Lender Services LLC, as Operating Advisor of the Oglethorpe Mall Mortgage
Loan (filed as Exhibit 33.13 to the Original Form 10-K and incorporated by reference
herein)
33.17 Situs Holdings, LLC, as Special Servicer of the Oglethorpe Mall Mortgage Loan
33.18 Wells Fargo Bank, National Association, as Master Servicer (filed as Exhibit 33.18
to the Original Form 10-K and incorporated by reference herein)
33.19 Wells Fargo Bank, National Association, as Certificate Administrator (filed as
Exhibit 33.19 to the Original Form 10-K and incorporated by reference herein)
33.20 Wells Fargo Bank, National Association, as Custodian (filed as Exhibit 33.20
to the Original Form 10-K and incorporated by reference herein)
33.21 Wells Fargo Bank, National Association, as Primary Servicer of the 175 West Jackson
Mortgage Loan (filed as Exhibit 33.18 to the Original Form 10-K and incorporated by
reference herein)
33.22 Wells Fargo Bank, National Association, as Certificate Administrator of the 175 West
Jackson Mortgage Loan (filed as Exhibit 33.19 to the Original Form 10-K and incorporated by
reference herein)
33.23 Wells Fargo Bank, National Association, as Custodian of the 175 West Jackson Mortgage
Loan (filed as Exhibit 33.20 to the Original Form 10-K and incorporated by reference herein)
33.24 Wells Fargo Bank, National Association, as Primary Servicer of the Miracle Mile Shops
Mortgage Loan (only with respect to the obligation to make property protection and mortgage
payment advances) (filed as Exhibit 33.18 to the Original Form 10-K and incorporated
by reference herein)
33.25 Wells Fargo Bank, National Association, as Certificate Administrator of the Miracle Mile
Shops Mortgage Loan (filed as Exhibit 33.19 to the Original Form 10-K and incorporated
by reference herein)
33.26 Wells Fargo Bank, National Association, as Custodian of the Miracle Mile Shops
Mortgage Loan (filed as Exhibit 33.20 to the Original Form 10-K and incorporated by
reference herein)
34 Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
34.1 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
(filed as Exhibit 34.1 to the Original Form 10-K and incorporated by reference herein)
34.2 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the
175 West Jackson Mortgage Loan (filed as Exhibit 34.1 to the Original Form 10-K and
incorporated by reference herein)
34.3 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Miracle Mile Shops Mortgage Loan (filed as Exhibit 34.1 to the Original Form 10-K and
incorporated by reference herein)
34.4 Deutsche Bank Trust Company Americas, as Certificate Administrator and Custodian of the
Oglethorpe Mall Mortgage Loan (filed as Exhibit 34.4 to the Original Form 10-K and
incorporated by reference herein)
34.5 LNR Partners, LLC, as Special Servicer (filed as Exhibit 34.5 to the Original
Form 10-K and incorporated by reference herein)
34.6 LNR Partners, LLC, as Special Servicer of the 175 West Jackson Mortgage Loan
(filed as Exhibit 34.5 to the Original Form 10-K and incorporated by reference herein)
34.7 LNR Partners, LLC, as Special Servicer of the Miracle Mile Shops Mortgage Loan
(filed as Exhibit 34.5 to the Original Form 10-K and incorporated by reference herein)
34.8 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer
of the Miracle Mile Shops Mortgage Loan (except with respect to the obligation to make
property protection and mortgage payment advances) (filed as Exhibit 34.8 to the Original
Form 10-K and incorporated by reference herein)
34.9 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer
of the Oglethorpe Mall Mortgage Loan (filed as Exhibit 34.8 to the Original Form 10-K and
incorporated by reference herein)
34.10 National Tax Search, LLC, as Servicing Function Participant (filed as Exhibit 34.10 to
the Original Form 10-K and incorporated by reference herein)
34.11 National Tax Search, LLC, as Servicing Function Participant of the 175 West Jackson
Mortgage Loan (filed as Exhibit 34.10 to the Original Form 10-K and incorporated by
reference herein)
34.12 National Tax Search, LLC, as Servicing Function Participant of the Miracle Mile Shops
Mortgage Loan (filed as Exhibit 34.10 to the Original Form 10-K and incorporated by
reference herein)
34.13 Park Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit 34.13 to the
Original Form 10-K and incorporated by reference herein)
34.14 Park Bridge Lender Services LLC, as Operating Advisor of the 175 West Jackson
Mortgage Loan (filed as Exhibit 34.13 to the Original Form 10-K and incorporated by
reference herein)
34.15 Park Bridge Lender Services LLC, as Operating Advisor of the Miracle Mile Shops
Mortgage Loan (filed as Exhibit 34.13 to the Original Form 10-K and incorporated by reference
herein)
34.16 Park Bridge Lender Services LLC, as Operating Advisor of the Oglethorpe Mall Mortgage
Loan (filed as Exhibit 34.13 to the Original Form 10-K and incorporated by reference herein)
34.17 Situs Holdings, LLC, as Special Servicer of the Oglethorpe Mall Mortgage Loan
34.18 Wells Fargo Bank, National Association, as Master Servicer (filed as Exhibit 34.18
to the Original Form 10-K and incorporated by reference herein)
34.19 Wells Fargo Bank, National Association, as Certificate Administrator (filed as
Exhibit 34.19 to the Original Form 10-K and incorporated by reference herein)
34.20 Wells Fargo Bank, National Association, as Custodian (filed as Exhibit 34.20 to the
Original Form 10-K and incorporated by reference herein)
34.21 Wells Fargo Bank, National Association, as Primary Servicer of the 175 West Jackson
Mortgage Loan (filed as Exhibit 34.18 to the Original Form 10-K and incorporated by reference
herein)
34.22 Wells Fargo Bank, National Association, as Certificate Administrator of the 175 West
Jackson Mortgage Loan (filed as Exhibit 34.19 to the Original Form 10-K and incorporated
by reference herein)
34.23 Wells Fargo Bank, National Association, as Custodian of the 175 West Jackson Mortgage
Loan (filed as Exhibit 34.20 to the Original Form 10-K and incorporated by reference herein)
34.24 Wells Fargo Bank, National Association, as Primary Servicer of the Miracle Mile Shops
Mortgage Loan (only with respect to the obligation to make property protection and mortgage
payment advances) (filed as Exhibit 34.18 to the Original Form 10-K and incorporated by
reference herein)
34.25 Wells Fargo Bank, National Association, as Certificate Administrator of the Miracle Mile
Shops Mortgage Loan (filed as Exhibit 34.19 to the Original Form 10-K and incorporated by
reference herein)
34.26 Wells Fargo Bank, National Association, as Custodian of the Miracle Mile Shops
Mortgage Loan (filed as Exhibit 34.20 to the Original Form 10-K and incorporated by reference
herein)
35 Servicer compliance statement.
35.1 Deutsche Bank Trust Company Americas, as Certificate Administrator of the Oglethorpe
Mall Mortgage Loan (filed as Exhibit 35.1 to the Original Form 10-K and incorporated by
reference herein)
35.2 LNR Partners, LLC, as Special Servicer (filed as Exhibit 35.2 to the Original Form 10-K
and incorporated by reference herein)
35.3 LNR Partners, LLC, as Special Servicer of the 175 West Jackson Mortgage Loan (filed as
Exhibit 35.2 to the Original Form 10-K and incorporated by reference herein)
35.4 LNR Partners, LLC, as Special Servicer of the Miracle Mile Shops Mortgage Loan (filed as
Exhibit 35.2 to the Original Form 10-K and incorporated by reference herein)
35.5 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer
of the Miracle Mile Shops Mortgage Loan (except with respect to the obligation to make
property protection and mortgage payment advances) (filed as Exhibit 35.5 to the Original Form
10-K and incorporated by reference herein)
35.6 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer
of the Oglethorpe Mall Mortgage Loan (filed as Exhibit 35.5 to the Original Form 10-K and
incorporated by reference herein)
35.7 Wells Fargo Bank, National Association, as Master Servicer (filed as Exhibit 35.7 to the
Original Form 10-K and incorporated by reference herein)
35.8 Wells Fargo Bank, National Association, as Certificate Administrator (filed as Exhibit 35.8
to the Original Form 10-K and incorporated by reference herein)
35.9 Wells Fargo Bank, National Association, as Primary Servicer of the 175 West Jackson
Mortgage Loan (filed as Exhibit 35.7 to the Original Form 10-K and incorporated by reference
herein)
35.10 Wells Fargo Bank, National Association, as Certificate Administrator of the 175 West
Jackson Mortgage Loan (filed as Exhibit 35.8 to the Original Form 10-K and incorporated by
reference herein)
35.11 Wells Fargo Bank, National Association, as Primary Servicer of the Miracle Mile Shops
Mortgage Loan (only with respect to the obligation to make property protection and mortgage
payment advances) (filed as Exhibit 35.7 to the Original Form 10-K and incorporated by
reference herein)
35.12 Wells Fargo Bank, National Association, as Certificate Administrator of the Miracle Mile
Shops Mortgage Loan (filed as Exhibit 35.8 to the Original Form 10-K and incorporated by
reference herein)
99.1 Mortgage Loan Purchase Agreement, dated as of November 7, 2013, between Deutsche Mortgage & Asset
Corporation and German American Capital Corporation (filed as Exhibit 99.1 to the registrants Current
Report on Form 8-K filed on November 7, 2013 and incorporated by reference herein)
99.2 Mortgage Loan Purchase Agreement, dated as of November 7, 2013, between Deutsche Mortgage & Asset
Receiving Corporation and Cantor Commercial Real Estate Lending, L.P. (filed as Exhibit 99.2 to the
registrants Current Report on Form 8-K filed on November 7, 2013 and incorporated by reference herein).
99.3 Mortgage Loan Purchase Agreement, dated as of November 7, 2013, between Deutsche Mortgage & Asset
Receiving Corporation and UBS Real Estate Securities Inc. (filed as Exhibit 99.3 to the registrants Current
Report on Form 8-K filed on November 7, 2013 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: May 21, 2014
/s/ Natalie Grainger
Natalie Grainger, Vice President
Date: May 21, 2014
Exhibit Index
Exhibit No.
4.1 Pooling and Servicing Agreement, dated as of November 1, 2013, by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, 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 registrants Current Report Form 8-K on November 7, 2013
and incorporated by reference herein).
4.2 Pooling and Servicing Agreement, dated as of October 1, 2013, by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, Situs
Holdings, LLC, as Special Servicer, U.S. Bank National Association, as
Trustee, Deutsche Bank Trust Company Americas, as Certificate
Administrator, Paying Agent and Custodian, and Park Bridge Lender Services
LLC, as Operating Advisor (filed as Exhibit 4.1 to the registrants Current
Report Form 8-K on February 5, 2014 in connection with the COMM 2013-CCRE11
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 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
(filed as Exhibit 33.1 to the Original Forrm 10-K and incorporated by reference herein)
33.2 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the
175 West Jackson Mortgage Loan (filed as Exhibit 33.1 to the Original Forrm 10-K and
incorporated by reference herein)
33.3 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Miracle Mile Shops Mortgage Loan (filed as Exhibit 33.1 to the Original Form 10-K and
incorporated by reference herein)
33.4 Deutsche Bank Trust Company Americas, as Certificate Administrator and Custodian of the
Oglethorpe Mall Mortgage Loan (filed as Exhibit 33.4 to the Original Form 10-K and
incorporated by reference herein)
33.5 LNR Partners, LLC, as Special Servicer (filed as Exhibit 33.5 to the Original Form 10-K
and incorporated by reference herein)
33.6 LNR Partners, LLC, as Special Servicer of the 175 West Jackson Mortgage Loan
(filed as Exhibit 33.5 to the Original Form 10-K and incorporated by reference herein)
33.7 LNR Partners, LLC, as Special Servicer of the Miracle Mile Shops Mortgage Loan
(filed as Exhibit 33.5 to the Original Form 10-K and incorporated by reference herein)
33.8 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer
of the Miracle Mile Shops Mortgage Loan (except with respect to the obligation to make
property protection and mortgage payment advances) (filed as Exhibit 33.8 to the Original Form
10-K and incorporated by reference herein)
33.9 Midland Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the Oglethorpe Mall Mortgage Loan (filed as Exhibit 33.8 to the Original
Form 10-K and incorporated by reference herein)
33.10 National Tax Search, LLC, as Servicing Function Participant (filed as
Exhibit 33.10 to the Original Form 10-K and incorporated by reference herein)
33.11 National Tax Search, LLC, as Servicing Function Participant of the 175 West Jackson
Mortgage Loan (filed as Exhibit 33.10 to the Original Form 10-K and incorporated by
reference herein)
33.12 National Tax Search, LLC, as Servicing Function Participant of the Miracle Mile Shops
Mortgage Loan (filed as Exhibit 33.10 to the Original Form 10-K and incorporated by
reference herein)
33.13 Park Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit 33.13 to
the Original Form 10-K and incorporated by reference herein)
33.14 Park Bridge Lender Services LLC, as Operating Advisor of the 175 West Jackson
Mortgage Loan (filed as Exhibit 33.13 to the Original Form 10-K and incorporated
by reference herein)
33.15 Park Bridge Lender Services LLC, as Operating Advisor of the Miracle Mile Shops
Mortgage Loan (filed as Exhibit 33.13 to the Original Form 10-K and incorporated by
reference herein)
33.16 Park Bridge Lender Services LLC, as Operating Advisor of the Oglethorpe Mall Mortgage
Loan (filed as Exhibit 33.13 to the Original Form 10-K and incorporated by reference
herein)
33.17 Situs Holdings, LLC, as Special Servicer of the Oglethorpe Mall Mortgage Loan
33.18 Wells Fargo Bank, National Association, as Master Servicer (filed as Exhibit 33.18
to the Original Form 10-K and incorporated by reference herein)
33.19 Wells Fargo Bank, National Association, as Certificate Administrator (filed as
Exhibit 33.19 to the Original Form 10-K and incorporated by reference herein)
33.20 Wells Fargo Bank, National Association, as Custodian (filed as Exhibit 33.20
to the Original Form 10-K and incorporated by reference herein)
33.21 Wells Fargo Bank, National Association, as Primary Servicer of the 175 West Jackson
Mortgage Loan (filed as Exhibit 33.18 to the Original Form 10-K and incorporated by
reference herein)
33.22 Wells Fargo Bank, National Association, as Certificate Administrator of the 175 West
Jackson Mortgage Loan (filed as Exhibit 33.19 to the Original Form 10-K and incorporated by
reference herein)
33.23 Wells Fargo Bank, National Association, as Custodian of the 175 West Jackson Mortgage
Loan (filed as Exhibit 33.20 to the Original Form 10-K and incorporated by reference herein)
33.24 Wells Fargo Bank, National Association, as Primary Servicer of the Miracle Mile Shops
Mortgage Loan (only with respect to the obligation to make property protection and mortgage
payment advances) (filed as Exhibit 33.18 to the Original Form 10-K and incorporated
by reference herein)
33.25 Wells Fargo Bank, National Association, as Certificate Administrator of the Miracle Mile
Shops Mortgage Loan (filed as Exhibit 33.19 to the Original Form 10-K and incorporated
by reference herein)
33.26 Wells Fargo Bank, National Association, as Custodian of the Miracle Mile Shops
Mortgage Loan (filed as Exhibit 33.20 to the Original Form 10-K and incorporated by
reference herein)
34 Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
34.1 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
(filed as Exhibit 34.1 to the Original Form 10-K and incorporated by reference herein)
34.2 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the
175 West Jackson Mortgage Loan (filed as Exhibit 34.1 to the Original Form 10-K and
incorporated by reference herein)
34.3 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Miracle Mile Shops Mortgage Loan (filed as Exhibit 34.1 to the Original Form 10-K and
incorporated by reference herein)
34.4 Deutsche Bank Trust Company Americas, as Certificate Administrator and Custodian of the
Oglethorpe Mall Mortgage Loan (filed as Exhibit 34.4 to the Original Form 10-K and
incorporated by reference herein)
34.5 LNR Partners, LLC, as Special Servicer (filed as Exhibit 34.5 to the Original
Form 10-K and incorporated by reference herein)
34.6 LNR Partners, LLC, as Special Servicer of the 175 West Jackson Mortgage Loan
(filed as Exhibit 34.5 to the Original Form 10-K and incorporated by reference herein)
34.7 LNR Partners, LLC, as Special Servicer of the Miracle Mile Shops Mortgage Loan
(filed as Exhibit 34.5 to the Original Form 10-K and incorporated by reference herein)
34.8 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer
of the Miracle Mile Shops Mortgage Loan (except with respect to the obligation to make
property protection and mortgage payment advances) (filed as Exhibit 34.8 to the Original
Form 10-K and incorporated by reference herein)
34.9 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer
of the Oglethorpe Mall Mortgage Loan (filed as Exhibit 34.8 to the Original Form 10-K and
incorporated by reference herein)
34.10 National Tax Search, LLC, as Servicing Function Participant (filed as Exhibit 34.10 to
the Original Form 10-K and incorporated by reference herein)
34.11 National Tax Search, LLC, as Servicing Function Participant of the 175 West Jackson
Mortgage Loan (filed as Exhibit 34.10 to the Original Form 10-K and incorporated by
reference herein)
34.12 National Tax Search, LLC, as Servicing Function Participant of the Miracle Mile Shops
Mortgage Loan (filed as Exhibit 34.10 to the Original Form 10-K and incorporated by
reference herein)
34.13 Park Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit 34.13 to the
Original Form 10-K and incorporated by reference herein)
34.14 Park Bridge Lender Services LLC, as Operating Advisor of the 175 West Jackson
Mortgage Loan (filed as Exhibit 34.13 to the Original Form 10-K and incorporated by
reference herein)
34.15 Park Bridge Lender Services LLC, as Operating Advisor of the Miracle Mile Shops
Mortgage Loan (filed as Exhibit 34.13 to the Original Form 10-K and incorporated by reference
herein)
34.16 Park Bridge Lender Services LLC, as Operating Advisor of the Oglethorpe Mall Mortgage
Loan (filed as Exhibit 34.13 to the Original Form 10-K and incorporated by reference herein)
34.17 Situs Holdings, LLC, as Special Servicer of the Oglethorpe Mall Mortgage Loan
34.18 Wells Fargo Bank, National Association, as Master Servicer (filed as Exhibit 34.18
to the Original Form 10-K and incorporated by reference herein)
34.19 Wells Fargo Bank, National Association, as Certificate Administrator (filed as
Exhibit 34.19 to the Original Form 10-K and incorporated by reference herein)
34.20 Wells Fargo Bank, National Association, as Custodian (filed as Exhibit 34.20 to the
Original Form 10-K and incorporated by reference herein)
34.21 Wells Fargo Bank, National Association, as Primary Servicer of the 175 West Jackson
Mortgage Loan (filed as Exhibit 34.18 to the Original Form 10-K and incorporated by reference
herein)
34.22 Wells Fargo Bank, National Association, as Certificate Administrator of the 175 West
Jackson Mortgage Loan (filed as Exhibit 34.19 to the Original Form 10-K and incorporated
by reference herein)
34.23 Wells Fargo Bank, National Association, as Custodian of the 175 West Jackson Mortgage
Loan (filed as Exhibit 34.20 to the Original Form 10-K and incorporated by reference herein)
34.24 Wells Fargo Bank, National Association, as Primary Servicer of the Miracle Mile Shops
Mortgage Loan (only with respect to the obligation to make property protection and mortgage
payment advances) (filed as Exhibit 34.18 to the Original Form 10-K and incorporated by
reference herein)
34.25 Wells Fargo Bank, National Association, as Certificate Administrator of the Miracle Mile
Shops Mortgage Loan (filed as Exhibit 34.19 to the Original Form 10-K and incorporated by
reference herein)
34.26 Wells Fargo Bank, National Association, as Custodian of the Miracle Mile Shops
Mortgage Loan (filed as Exhibit 34.20 to the Original Form 10-K and incorporated by reference
herein)
35 Servicer compliance statement.
35.1 Deutsche Bank Trust Company Americas, as Certificate Administrator of the Oglethorpe
Mall Mortgage Loan (filed as Exhibit 35.1 to the Original Form 10-K and incorporated by
reference herein)
35.2 LNR Partners, LLC, as Special Servicer (filed as Exhibit 35.2 to the Original Form 10-K
and incorporated by reference herein)
35.3 LNR Partners, LLC, as Special Servicer of the 175 West Jackson Mortgage Loan (filed as
Exhibit 35.2 to the Original Form 10-K and incorporated by reference herein)
35.4 LNR Partners, LLC, as Special Servicer of the Miracle Mile Shops Mortgage Loan (filed as
Exhibit 35.2 to the Original Form 10-K and incorporated by reference herein)
35.5 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer
of the Miracle Mile Shops Mortgage Loan (except with respect to the obligation to make
property protection and mortgage payment advances) (filed as Exhibit 35.5 to the Original Form
10-K and incorporated by reference herein)
35.6 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer
of the Oglethorpe Mall Mortgage Loan (filed as Exhibit 35.5 to the Original Form 10-K and
incorporated by reference herein)
35.7 Wells Fargo Bank, National Association, as Master Servicer (filed as Exhibit 35.7 to the
Original Form 10-K and incorporated by reference herein)
35.8 Wells Fargo Bank, National Association, as Certificate Administrator (filed as Exhibit 35.8
to the Original Form 10-K and incorporated by reference herein)
35.9 Wells Fargo Bank, National Association, as Primary Servicer of the 175 West Jackson
Mortgage Loan (filed as Exhibit 35.7 to the Original Form 10-K and incorporated by reference
herein)
35.10 Wells Fargo Bank, National Association, as Certificate Administrator of the 175 West
Jackson Mortgage Loan (filed as Exhibit 35.8 to the Original Form 10-K and incorporated by
reference herein)
35.11 Wells Fargo Bank, National Association, as Primary Servicer of the Miracle Mile Shops
Mortgage Loan (only with respect to the obligation to make property protection and mortgage
payment advances) (filed as Exhibit 35.7 to the Original Form 10-K and incorporated by
reference herein)
35.12 Wells Fargo Bank, National Association, as Certificate Administrator of the Miracle Mile
Shops Mortgage Loan (filed as Exhibit 35.8 to the Original Form 10-K and incorporated by
reference herein)
99.1 Mortgage Loan Purchase Agreement, dated as of November 7, 2013, between Deutsche Mortgage & Asset
Corporation and German American Capital Corporation (filed as Exhibit 99.1 to the registrants Current
Report on Form 8-K filed on November 7, 2013 and incorporated by reference herein)
99.2 Mortgage Loan Purchase Agreement, dated as of November 7, 2013, between Deutsche Mortgage & Asset
Receiving Corporation and Cantor Commercial Real Estate Lending, L.P. (filed as Exhibit 99.2 to the
registrants Current Report on Form 8-K filed on November 7, 2013 and incorporated by reference herein).
99.3 Mortgage Loan Purchase Agreement, dated as of November 7, 2013, between Deutsche Mortgage & Asset
Receiving Corporation and UBS Real Estate Securities Inc. (filed as Exhibit 99.3 to the registrants Current
Report on Form 8-K filed on November 7, 2013 and incorporated by reference herein).
