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: 333-184376-03
COMM 2013-CCRE7 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
KeyBank National Association
Cantor Commercial Real Estate Lending, L.P.
(exact names of the sponsors as specified in their charters)
New York 38-3903369
(State or other jurisdiction of 38-3903370
incorporation or organization) 38-7092922
(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 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 Moffett Towers Phase II 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
Exhibits 33.12 and 33.13 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 Exhibits 34.12 and 34.13 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 Moffett Towers Phase II Mortgage Loan, which constituted approximately
13.9% 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 Moffett Towers Phase II Mortgage Loan and one other pari passu loan,
which is not an asset of the issuing entity. This loan combination, including
the Moffett Towers Phase II Mortgage Loan, is 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 Moffett Towers
Mortgage Loan, which constituted approximately 4.3% of the asset pool of the
issuing entity as of its cut-off date. The Moffett Towers Mortgage Loan is an
asset of the issuing entity and is part of a loan combination that includes
the Moffett Towers Mortgage Loan and two other pari passu loans, which are
not assets of the issuing entity. A pari passu portion of the loan
combination was securitized in the COMM 2013-LC6 Mortgage Trust transaction,
Commission File Number 333-184376-01 (the "COMM 2013-LC6 Transaction"). This
loan combination, including the Moffett Towers Mortgage Loan, is being
serviced and administered pursuant to the pooling and servicing agreement for
the COMM 2013-LC6 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
capacity indicated on the Exhibit Index) with respect to the Larkspur Landing
Hotel Portfolio Mortgage Loan, which constituted approximately 6.4% of the
asset pool of the issuing entity as of its cut-off date. The Larkspur Landing
Hotel Portfolio Mortgage Loan is an asset of the issuing entity and is part
of a loan combination that includes the Larkspur Landing Hotel Portfolio
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-CCRE6 Mortgage Trust transaction, Commission
File Number 333-184376-02 (the "COMM 2013-CCRE6 Transaction"). This loan
combination, including the Larkspur Landing Hotel Portfolio Mortgage Loan, is
being serviced and administered pursuant to the pooling and servicing
agreement for the COMM 2013-CCRE6 Transaction, which is incorporated by
reference as Exhibit 4.3 to this Annual Report on Form 10-K.
Midland Loan Services, a Division of PNC Bank, National Association (Midland)
is the primary servicer of the Moffett Towers Mortgage Loan and master
servicer of the loans serviced under the Pooling and Servicing Agreement.
Thus, Midland is a servicer, as defined in Item 1108(a)(iii) of Regulation
AB, with respect to the Moffett Towers 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, 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") is the trustee,
certificate administrator and custodian of the loans serviced under the
Pooling and Servicing Agreement, the trustee, certificate administrator and
custodian of the Moffett Towers Mortgage Loan, and the primary servicer and
special servicer of the Larkspur Landing Hotel Portfolio Mortgage Loan. Thus,
Wells Fargo is a "servicer", as defined in Item 1108(a)(iii) of Regulation AB,
with respect to the Moffett Towers Mortgage Loan and the Larkspur Landing
Hotel Portfolio 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,
accountants' attestation reports and servicer compliance statements delivered
by Wells Fargo in the capacities described above are listed in the Exhibit
Index.
Park Bridge Lender Services, LLC (Park Bridge) is the operating advisor of
the Moffett Towers Mortgage Loan and operating advisor of the loans serviced
under the Pooling and Servicing Agreement. As a result, Park Bridge is a
servicing function participant with respect to 5% 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 Park Bridge in the capacity described above are listed in the Exhibit
Index.
U. S. Bank National Association acts as Trustee with respect to the Larkspur
Landing Hotel Portfolio. Pursuant to pursuant to the pooling and servicing
agreement with respect to the COMM 2013-CCRE6 Transaction, 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 primary servicer of the Larkspur Landing Hotel
Portfolio 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).
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 Moffett Towers Phase II Mortgage Loan (Loan Number 1 on Annex A of the
prospectus supplement of the Registrant relating to the issuing entity filed on
April 22, 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 $18,444,320.64 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
April 22, 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 Moffett Towers Mortgage Loan, which is being
serviced and administered pursuant to the pooling and servicing agreement for
the COMM 2013-LC6 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-LC6 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-LC6
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 Larkspur Landing Hotel Portfolio Mortgage Loan,
which is being serviced and administered pursuant to the pooling and servicing
agreement for the COMM 2013-CCRE6 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-CCRE6 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-CCRE6 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 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.
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 33.3. The
material instances of noncompliance disclosed in this 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 hereto as Exhibits to this
Annual Report on Form 10-K.
Part IV
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 April 1, 2013, by and among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer,
Situs Holdings, LLC, as Special Servicer, Wells Fargo 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 4.1 to the Registrant's Current
Report on Form 8-K/A filed on May 16, 2013 and incorporated by reference
herein).
4.2 Pooling and Servicing Agreement, dated as of January 1, 2013, by and among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo 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 4.1 to the Registrant's Current Report on
Form 8-K filed on February 5, 2014 in connection with the COMM 2013-LC6
Transaction and incorporated by reference herein).
4.3 Pooling and Servicing Agreement, dated as of March 1, 2013, by and among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Wells Fargo Bank National
Association, 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 to the Registrant's Current Report on Form 8-K filed on
March 7, 2013 in connection with the COMM 2013-CCRE6 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 of the
Larkspur Landing Hotel Portfolio Mortgage Loan (filed as Exhibit 33.1 to the Original Form 10-K and incorporated
by reference herein)
33.2 Deutsche Bank Trust Company Americas, as Certificate Administrator and Custodian of the
Larkspur Landing Hotel Portfolio Mortgage Loan (filed as Exhibit 33.2 to the Original Form 10-K and incorporated
by reference herein)
33.3 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets, Inc.),
as Primary Servicer (filed as Exhibit 33.3 to the Original Form 10-K and incorporated by reference herein)
33.4 Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
(filed as Exhibit 33.4 to the Original
Form 10-K and incorporated by reference herein)
33.5 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer of the
Moffett Towers Phase II Mortgage Loan (filed as Exhibit 33.4 to the Original Form 10-K and incorporated
by reference herein)
33.6 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer of the
Moffett Towers Mortgage Loan (filed as Exhibit 33.4 to the Original Form 10-K and incorporated by reference herein)
33.7 National Tax Search, LLC, as Servicing Function Participant of the Larkspur Landing Hotel
Portfolio Mortgage Loan (filed as Exhibit 33.7 to the Original Form 10-K and incorporated by reference herein)
33.8 Park Bridge Lender Services LLC as Operating Advisor (filed as Exhibit 33.8 to the Original
Form 10-K and incorporated by
reference herein)
33.9 Park Bridge Lender Services LLC as Operating Advisor of the Moffett Towers Phase II
Mortgage Loan (filed as Exhibit 33.8 to the Original Form 10-K and incorporated by reference herein)
33.10 Park Bridge Lender Services, LLC as Operating Advisor of the Moffett Towers Mortgage Loan
(filed as Exhibit 33.8 to the Original Form 10-K and incorporated by reference herein)
33.11 Park Bridge Lender Services LLC, as Operating Advisor of the Larkspur Landing Hotel Portfolio
Mortgage Loan (filed as Exhibit 33.8 to the Original Form 10-K and incorporated by reference herein)
33.12 Situs Holdings, LLC, as Special Servicer
33.13 Situs Holdings, LLC, as Special Servicer of the Moffett Towers Phase II Mortgage Loan
(see Exhibit 33.12)
33.14 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
(filed as Exhibit 33.14 to the Original Form 10-K and incorporated by reference herein)
33.15 Wells Fargo Bank, National Association, as Custodian
(filed as Exhibit 33.15 to the Original Form 10-K and incorporated by reference herein)
33.16 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator of the
Moffett Towers Phase II Mortgage Loan (filed as Exhibit 33.14 to the Original Form 10-K and
incorporated by reference herein)
33.17 Wells Fargo Bank, National Association, as Custodian of the Moffett Towers Phase II
Mortgage Loan (filed as Exhibit 33.15 to the Original Form 10-K and incorporated by reference
herein)
33.18 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator of the
Moffett Towers Mortgage Loan (filed as Exhibit 33.14 to the Original Form 10-K and
incorporated by reference herein)
33.19 Wells Fargo Bank, National Association, as Custodian of the Moffett Towers Mortgage Loan
(filed as Exhibit 33.15 to the Original Form 10-K and incorporated by reference herein)
33.20 Wells Fargo Bank, National Association, as Primary Servicer of the Larkspur Landing Hotel
Portfolio Mortgage Loan (filed as Exhibit 33.20 to the Original Form 10-K and incorporated by
reference herein)
33.21 Wells Fargo Bank, National Association, as Special Servicer of the Larkspur Landing Hotel Portfolio
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 of the
Larkspur Landing Hotel Portfolio Mortgage Loan (filed as Exhibit 34.1 to the Original Form 10-
K and incorporated by reference herein)
34.2 Deutsche Bank Trust Company Americas, as Certificate Administrator and Custodian of the Larkspur Landing
Hotel Portfolio Mortgage Loan (filed as Exhibit 34.2 to the Original Form 10-K and incorporated by reference herein)
34.3 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets, Inc.), as Primary Servicer
(filed as Exhibit 34.3 to the Original Form 10-K and incorporated by reference herein)
34.4 Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
(filed as Exhibit 34.4 to the Original Form 10-K and incorporated by reference herein)
34.5 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer of the
Moffett Towers Phase II Mortgage Loan (filed as Exhibit 34.4 to the Original Form 10-K and incorporated
by reference herein)
34.6 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer of the
Moffett Towers Mortgage Loan (filed as Exhibit 34.4 to the Original Form 10-K and incorporated by reference herein)
34.7 National Tax Search, LLC, as Servicing Function Participant of the Larkspur Landing Hotel Portfolio
Mortgage Loan (filed as Exhibit 34.7 to the Original Form 10-K and incorporated by reference herein)
34.8 Park Bridge Lender Services LLC as Operating Advisor (filed as Exhibit 34.8 to the Original Form 10-K and incorporated
by reference herein)
34.9 Park Bridge Lender Services LLC as Operating Advisor of the Moffett Towers Phase II Mortgage
Loan (filed as Exhibit 34.8 to the Original Form 10-K and incorporated by reference herein)
34.10 Park Bridge Lender Services LLC F Operating Advisor of the Moffett Towers Mortgage Loan
(filed as Exhibit 34.8 to the Original Form 10-K and incorporated by reference herein)
34.11 Park Bridge Lender Services LLC, as Operating Advisor of the Larkspur Landing Hotel Portfolio Mortgage Loan
(filed as Exhibit 34.8 to the Original Form 10-K and incorporated by reference herein)
34.12 Situs Holdings, LLC, as Special Servicer
34.13 Situs Holdings, LLC, as Special Servicer of the Moffett Towers Phase II Mortgage Loan
(see Exhibit 34.12)
34.14 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
(filed as Exhibit 34.14 to the Original Form 10-K and incorporated by reference herein)
34.15 Wells Fargo Bank, National Association, as Custodian
(filed as Exhibit 34.15 to the Original Form 10-K and incorporated by reference herein)
34.16 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator of the
Moffett Towers Phase II Mortgage Loan (filed as Exhibit 34.14 to the Original Form 10-K and incorporated
by reference herein)
34.17 Wells Fargo Bank, National Association, as Custodian of the Moffett Towers Phase II Mortgage
Loan (filed as Exhibit 34.15 to the Original Form 10-K and incorporated by reference herein)
34.18 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator of the
Moffett Towers Mortgage Loan (filed as Exhibit 34.14 to the Original Form 10-K and incorporated by reference herein)
34.19 Wells Fargo Bank, National Association, as Custodian of the Moffett Towers Mortgage
Loan (filed as Exhibit 34.15 to the Original Form 10-K and incorporated by reference herein)
34.20 Wells Fargo Bank, National Association, as Primary Servicer of the Larkspur Landing Hotel
Portfolio Mortgage Loan (filed as Exhibit 34.20 to the Original Form 10-K and incorporated by reference herein)
34.21 Wells Fargo Bank, National Association, as Special Servicer of the Larkspur Landing Hotel Portfolio
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
Larkspur Landing Hotel Portfolio Mortgage Loan (filed as Exhibit 35.1 to the Original Form
10-K and incorporated by reference herein)
35.2 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets, Inc.),
as Primary Servicer
(filed as Exhibit 35.2 to the Original Form 10-K and incorporated by reference herein)
35.3 Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
(filed as Exhibit 35.3 to the Original Form 10-K and incorporated by reference herein)
35.4 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer of the
Moffett Towers Phasee II Mortgage Loan (filed as Exhibit 35.3 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
Moffett Towers Mortgage Loan (filed as Exhibit 35.3 to the Original Form 10-K and incorporated
by reference herein)
35.6 Situs Holdings, LLC, as Special Servicer (filed as Exhibit 35.6 to the Original Form 10-K and incorporated
by reference herein)
35.7 Situs Holdings, LLC, as Special Servicer of the Moffet Towers Phase II Mortgage Loan
(filed as Exhibit 35.6 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 Special Servicer of the Moffett
Towers Phase II Mortgage Loan (filed as Exhibit 35.8 to the Original Form 10-K and incorporated
by reference herein)
35.10 Wells Fargo Bank, National Association, as Certificate Administrator of the
Moffett Towers Mortgage Loan (filed as Exhibit 35.10 to the Original Form 10-K and incorporated
by reference herein)
35.11 Wells Fargo Bank, National Association, as Primary Servicer of the Larkspur Landing
Hotel Portfolio Mortgage Loan (filed as Exhibit 35.11 to the Original Form 10-K and incorporated
by reference herein)
35.12 Wells Fargo Bank, National Association, as Special Servicer of the Larkspur Landing Hotel
Portfolio Mortgage Loan (filed as Exhibit 35.12 to the Original Form 10-K and incorporated by reference herein)
99.1 Mortgage Loan Purchase Agreement, dated as of April 11, 2013, between Deutsche Mortgage & Asset
Receiving Corporation and Cantor Commercial Real Estate Lending, L.P.
(filed as Exhibit 99.1 to the registrant's Current Report on Form 8-K filed on
May 16, 2013 and incorporated by reference herein).
99.2 Mortgage Loan Purchase Agreement, dated as of April 11, 2013, between Deutsche Mortgage & Asset
Receiving Corporation and German American Capital Corporation (filed as Exhibit 99.2 to the
registrant's Current Report on Form 8-K filed on May 16, 2013 and incorporated by reference herein).
99.3 Mortgage Loan Purchase Agreement, dated as of April 11, 2013, between Deutsche Mortgage & Asset
Receiving Corporation and KeyBank National Association (filed as Exhibit 99.3 to the registrant's
Current Report on Form 8-K filed on May 16, 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 April 1, 2013, by and among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer,
Situs Holdings, LLC, as Special Servicer, Wells Fargo 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 4.1 to the Registrant's Current
Report on Form 8-K/A filed on May 16, 2013 and incorporated by reference
herein).
4.2 Pooling and Servicing Agreement, dated as of January 1, 2013, by and among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo 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 4.1 to the Registrant's Current Report on
Form 8-K filed on February 5, 2014 in connection with the COMM 2013-LC6
Transaction and incorporated by reference herein).
4.3 Pooling and Servicing Agreement, dated as of March 1, 2013, by and among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Wells Fargo Bank National
Association, 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 to the Registrant's Current Report on Form 8-K filed on
March 7, 2013 in connection with the COMM 2013-CCRE6 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 of the
Larkspur Landing Hotel Portfolio Mortgage Loan (filed as Exhibit 33.1 to the Original Form 10-K and
incorporated by reference herein)
33.2 Deutsche Bank Trust Company Americas, as Certificate Administrator and Custodian of the
Larkspur Landing Hotel Portfolio Mortgage Loan (filed as Exhibit 33.2 to the Original Form 10-K and incorporated
by reference herein)
33.3 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets, Inc.),
as Primary Servicer (filed as Exhibit 33.3 to the Original Form 10-K and incorporated by reference herein)
33.4 Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
(filed as Exhibit 33.4 to the Original Form 10-K and incorporated by reference herein)
33.5 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer of the
Moffett Towers Phase II Mortgage Loan (filed as Exhibit 33.4 to the Original Form 10-K and incorporated by reference herein)
33.6 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer of the
Moffett Towers Mortgage Loan (filed as Exhibit 33.4 to the Original Form 10-K and incorporated by reference herein)
33.7 National Tax Search, LLC, as Servicing Function Participant of the Larkspur Landing Hotel
Portfolio Mortgage Loan (filed as Exhibit 33.7 to the Original Form 10-K and incorporated by reference herein)
33.8 Park Bridge Lender Services LLC as Operating Advisor (filed as Exhibit 33.8 to the Original Form 10-K and incorporated
by reference herein)
33.9 Park Bridge Lender Services LLC as Operating Advisor of the Moffett Towers Phase II
Mortgage Loan (filed as Exhibit 33.8 to the Original Form 10-K and incorporated by reference herein)
33.10 Park Bridge Lender Services, LLC as Operating Advisor of the Moffett Towers Mortgage Loan
(filed as Exhibit 33.8 to the Original Form 10-K and incorporated by reference herein)
33.11 Park Bridge Lender Services LLC as Operating Advisor of the Larkspur Landing Hotel Portfolio
Mortgage Loan (filed as Exhibit 33.8 to the Original Form 10-K and incorporated by reference herein)
33.12 Situs Holdings, LLC, as Special Servicer
33.13 Situs Holdings, LLC, as Special Servicer of the Moffett Towers Phase II Mortgage Loan
(see Exhibit 33.12)
33.14 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator (filed as Exhibit 33.14 to the
Original Form 10-K and incorporated by reference herein)
33.15 Wells Fargo Bank, National Association, as Custodian (filed as Exhibit 33.15 to the Original Form 10-K and
incorporated by reference herein)
33.16 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator of the
Moffett Towers Phase II Mortgage Loan (filed as Exhibit 33.14 to the Original Form 10-K and incorporated
by reference herein)
33.17 Wells Fargo Bank, National Association, as Custodian of the Moffett Towers Phase II
Mortgage Loan (filed as Exhibit 33.15 to the Original Form 10-K and incorporated by reference herein)
33.18 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator of the
Moffett Towers Mortgage Loan (filed as Exhibit 33.14 to the Original Form 10-K and incorporated by reference herein)
33.19 Wells Fargo Bank, National Association, as Custodian of the Moffett Towers Mortgage Loan
(filed as Exhibit 33.15 to the Original Form 10-K and incorporated by reference herein)
33.20 Wells Fargo Bank, National Association, as Primary Servicer of the Larkspur Landing Hotel
Portfolio Mortgage Loan (filed as Exhibit 33.20 to the Original Form 10-K and incorporated by reference herein)
33.21 Wells Fargo Bank, National Association, as Special Servicer of the Larkspur Landing Hotel Portfolio
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 of the
Larkspur Landing Hotel Portfolio Mortgage Loan (filed as Exhibit 34.1 to the Original Form 10-K and incorporated
by reference herein)
34.2 Deutsche Bank Trust Company Americas, as Certificate Administrator and Custodian of the Larkspur Landing
Hotel Portfolio Mortgage Loan (filed as Exhibit 34.2 to the Original Form 10-K and incorporated by reference herein)
34.3 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets, Inc.), as Primary Servicer
(filed as Exhibit 34.3 to the Original Form 10-K and incorporated by reference herein)
34.4 Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
(filed as Exhibit 34.4 to the Original Form 10-K and incorporated by reference herein)
34.5 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer of the
Moffett Towers Phase II Mortgage Loan (filed as Exhibit 34.4 to the Original Form 10-K and incorporated
by reference herein)
34.6 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer of the
Moffett Towers Mortgage Loan (filed as Exhibit 34.4 to the Original Form 10-K and incorporated by reference herein)
34.7 National Tax Search, LLC, as Servicing Function Participant of the Larkspur Landing Hotel Portfolio
Mortgage Loan (filed as Exhibit 34.7 to the Original Form 10-K and incorporated by reference herein)
34.8 Park Bridge Lender Services LLC as Operating Advisor (filed as Exhibit 34.8 to the Original Form 10-K and
incorporated by reference herein)
34.9 Park Bridge Lender Services LLC as Operating Advisor of the Moffett Towers Phase II Mortgage
Loan (filed as Exhibit 34.8 to the Original Form 10-K and incorporated by reference herein)
34.10 Park Bridge Lender Services LLC as Operating Advisor of the Moffett Towers Mortgage Loan
(filed as Exhibit 34.8 to the Original Form 10-K and incorporated by reference herein)
34.11 Park Bridge Lender Services LLC, as Operating Advisor of the Larkspur Landing Hotel Portfolio Mortgage Loan
(filed as Exhibit 34.8 to the Original Form 10-K and incorporated by reference herein)
34.12 Situs Holdings, LLC, as Special Servicer
34.13 Situs Holdings, LLC, as Special Servicer of the Moffett Towers Phase II Mortgage Loan
(See Exhibit 34.12)
34.14 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
(filed as Exhibit 34.14 to the Original Form 10-K and incorporated by reference herein)
34.15 Wells Fargo Bank, National Association, as Custodian (filed as Exhibit 34.15 to the Original Form 10-K and
incorporated by reference herein)
34.16 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator of the
Moffett Towers Phase II Mortgage Loan (filed as Exhibit 34.14 to the Original Form 10-K and incorporated
by reference herein)
34.17 Wells Fargo Bank, National Association, as Custodian of the Moffett Towers Phase II Mortgage
Loan (filed as Exhibit 34.15 to the Original Form 10-K and incorporated by reference herein)
34.18 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator of the
Moffett Towers Mortgage Loan (filed as Exhibit 34.14 to the Original Form 10-K and incorporated by reference herein)
34.19 Wells Fargo Bank, National Association, as Custodian of the Moffett Towers Mortgage
Loan (filed as Exhibit 34.15 to the Original Form 10-K and incorporated by reference herein)
34.20 Wells Fargo Bank, National Association, as Primary Servicer of the Larkspur Landing Hotel
Portfolio Mortgage Loan (filed as Exhibit 34.20 to the Original Form 10-K and incorporated by reference herein)
34.21 Wells Fargo Bank, National Association, as Special Servicer of the Larkspur Landing Hotel Portfolio
Mortgage Loan (filed as Exhibit 34.21 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
Larkspur Landing Hotel Portfolio Mortgage Loan (filed as Exhibit 35.1 to the Original Form 10-K and incorporated
by reference herein)
35.2 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets, Inc.),
as Primary Servicer (filed as Exhibit 35.2 to the Original Form 10-K and incorporated by reference herein)
35.3 Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer (filed as Exhibit 35.3 to the
Original Form 10-K and incorporated by reference herein)
35.4 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer of the
Moffett Towers Phasee II Mortgage Loan (filed as Exhibit 35.3 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
Moffett Towers Mortgage Loan (filed as Exhibit 35.3 to the Original Form 10-K and incorporated by reference herein)
35.6 Situs Holdings, LLC, as Special Servicer (filed as Exhibit 35.6 to the Original Form 10-K and incorporated by reference herein)
35.7 Situs Holdings, LLC, as Special Servicer of the Moffet Towers Phase II Mortgage Loan (filed as Exhibit 35.6 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 Special Servicer of the Moffett
Towers Phase II Mortgage Loan (filed as Exhibit 35.8 to the Original Form 10-K and incorporated by reference herein)
35.10 Wells Fargo Bank, National Association, as Certificate Administrator of the
Moffett Towers Mortgage Loan (filed as Exhibit 35.10 to the Original Form 10-K and incorporated by reference herein)
35.11 Wells Fargo Bank, National Association, as Primary Servicer of the Larkspur Landing
Hotel Portfolio Mortgage Loan (filed as Exhibit 35.11 to the Original Form 10-K and incorporated by reference herein)
35.12 Wells Fargo Bank, National Association, as Special Servicer of the Larkspur Landing Hotel Portfolio Mortgage Loan
(filed as Exhibit 35.12 to the Original Form 10-K and incorporated by reference herein)
99.1 Mortgage Loan Purchase Agreement, dated as of April 11, 2013, between Deutsche Mortgage & Asset
Receiving Corporation and Cantor Commercial Real Estate Lending, L.P.
(filed as Exhibit 99.1 to the registrant's Current Report on Form 8-K filed on
May 16, 2013 and incorporated by reference herein).
99.2 Mortgage Loan Purchase Agreement, dated as of April 11, 2013, between Deutsche Mortgage & Asset
Receiving Corporation and German American Capital Corporation (filed as Exhibit 99.2 to the
registrant's Current Report on Form 8-K filed on May 16, 2013 and incorporated by reference herein).
99.3 Mortgage Loan Purchase Agreement, dated as of April 11, 2013, between Deutsche Mortgage & Asset
Receiving Corporation and KeyBank National Association (filed as Exhibit 99.3 to the registrant's
Current Report on Form 8-K filed on May 16, 2013 and incorporated by reference he
