Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[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 to _______________ from _______________
Commission file number of issuing entity: 333-184376-08
COMM 2013-CCRE11 Mortgage Trust
(Exact name of issuing entity as specified in its Charter)
Deutsche Mortgage & Asset Receiving Corporation
(Exact name of depositor as specified in its Charter)
Cantor Commercial Real Estate Lending, L.P.
German American Capital Corporation
(Exact names of the sponsors as specified in their Charters)
46-3786894
46-3907745
New York 46-7075966
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Deutsche Bank Trust Company Americas
as Certificate Administrator
1761 East St. Andrew Place
Santa Ana CA 92705
(Address of principal executive offices) (Zip Code)
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
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 Website, 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 definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2
of the Exchange Act. (Check One):
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 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 Exhibits
33.2 and 33.6 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 34.2 and 34.6 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 Oglethorpe Mall Mortgage Loan, which constituted approximately 7.1%
of the asset pool of the issuing entity as of its cut-off date, are
assets of the issuing entity and is part of a loan combination that
includes the Oglethorpe Mall Mortgage Loan and one other pari passu loan
that is not an asset of the issuing entity. This loan combination,
including the Oglethorpe Mall 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 One Wilshire
Mortgage Loan, which constituted approximately 6.3% of the asset pool of
the issuing entity as of its cut-off date. The One Wilshire Mortgage Loan
is an asset of the issuing entity and is part of a loan combination that
includes the One Wilshire Mortgage Loan and one other pari passu loan that
is not an asset of the issuing entity. The other pari passu portion of
the loan combination was securitized in the COMM 2013-CCRE10 Mortgage Trust
transaction, Commission File Number 333-184376-06 (the "COMM 2013-CCRE10
Transaction"). This loan combination, including the One Wilshire Mortgage
Loan, is being serviced and administered pursuant to the pooling and
servicing agreement for the COMM 2013-CCRE10 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 Miracle Mile
Shops Mortgage Loan, which constituted approximately 11.4% of the asset pool
of the issuing entity as of its cut-off date. The Miracle Mile Shops
Mortgage Loan is an asset of the issuing entity and 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. This
loan combination, including the Miracle Mile Shops Mortgage Loan, was
serviced under the Pooling and Servicing Agreement for the issuing entity
prior to the closing of the securitization of a pari passu portion of the.
Miracle Mile Shops loan combination in the COMM 2013-CCRE12 Mortgage Trust
transaction, Commission File Number 333-184376-09 (the "COMM 2013-CCRE12
Transaction"). After the closing of the COMM 2013-CCRE12 Transaction on
November 7, 2013, the loan combination, including the Miracle Mile Shops
Mortgage Loan was, and will continue to be, serviced and administered
pursuant to the pooling and servicing agreement with respect to COMM
2013-CCRE12 Transaction, which is incorporated by reference as Exhibit 4.3
to this Annual Report on Form 10-K.
Wells Fargo Bank, National Association ("Wells Fargo") is the primary
servicer, certificate administrator and custodian of the One Wilshire
Mortgage Loan and primary servicer (only with respect to the obligation to
make property protection and mortgage payment advances), certificate
administrator and custodian of the Miracle Mile Shops Mortgage Loan. These
mortgage loans, in the aggregate, constituted approximately 17.7% of the
asset pool of the issuing entity as of its cut-off date. Thus, Wells Fargo
is a "servicer," as defined in Item 1108(a)(iii) of Regulation AB, with
respect to the One Wilshire Mortgage Loan and the Miracle Mile Shops
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.
LNR Partners, LLC ("LNR") is the special servicer of the One Wilshire
Mortgage Loan and operating advisor of the Miracle Mile Shops Mortgage Loan.
These mortgage loans, in the aggregate, constituted approximately 17.7% of
the asset pool of the issuing entity as of its cut-off date. Thus, LNR is
a "servicer," as defined in Item 1108(a)(iii) of Regulation AB, with respect
to the One Wilshire Mortgage Loan and the Miracle Mile Shops 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 LNR in the
capacities described above are listed in the Exhibit Index.
U. S. Bank National Association acts as Trustee of the loans serviced under
the Pooling and Servicing Agreement, the One Wilshire Mortgage Loan and the
Miracle Mile Mortgage Loan. 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 accountant's attestation reports from
CoreLogic Commercial Real Estate Services, Inc. and National Tax Search,
LLC. These entities were engaged by the primary servicer of the One
Wilshire Mortgage Loan and the Miracle Mile Shops 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 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 Miracle Mile Shops Mortgage Loan (Loan Number 1 on Annex A of the
prospectus supplement of the Registrant relating to the issuing entity
filed on October 8, 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
$44,420,645.54 for the twelve-month period ended December 31, 2013.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider
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 Derivative Instruments
(Financial Incorporation).
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 proceeding involving the
trust or any party related to the trust, other than routine litigation
incidental to the duties of those respective parties.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and
Related Transactions.
The information regarding this Item has been previously provided in a
prospectus supplement of the Registrant relating to the issuing entity filed
on October 8, 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 One Wilshire Mortgage Loan, which is being
serviced and administered pursuant to the pooling and servicing agreement for
the COMM 2013-CCRE10 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-CCRE10 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-CCRE10 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 Miracle Mile Shops Mortgage Loan, which
is being serviced and administered pursuant to the pooling and servicing
agreement for the COMM 2013-CCRE12 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-CCRE12 Transaction
incorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K
is a chart identifying the entities participating in a servicing function
for the COMM 2013-CCRE12 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 33.15. The
material instances of noncompliance disclosed in the 2013 NTS Assessment
attached are as follows:
Material Instances of Noncompliance by National Tax Search, LLC
1122(d)(2)(vii): Reconciliations are prepared on a monthly basis for all
asset-backed securities related to bank accounts, including custodial
accounts and related clearing accounts. These reconciliations (B) Are
prepared within 30 calendar days after the bank statement cutoff date,
or such other number of days Specificied (sic) in the transaction
agreement and (D) Contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specificied (sic) in
transaction agreements.
Noncompliance
During the reporting period, certain reconciliations were not
completed within 30 calendar days after the bank statement
cutoff date. Certain reconciling items lacked proper
explanations and were not resolved within 90 day (sic) calendar
days of their original identification.
Remediation
Management corrected the timeliness of reconciliations within
the Period and Plante Moran auditors have reviewed, under an
agreed-upon procedures engagement, the compliance with the
servicing criteria of section 1122(d)(2)(vii), attributes
B & D, as defined above, as of January 31, 2014, noting no
matters of concern.
In the first quarter of 2014 Management will also complete installation
of a Treasury Workstation system, which allows for the automation of
daily reconciliation allowing for review and research throughout the
month instead of the days after a bank statement cutoff date. This
daily reconciliation will be accompanied by proper explanation of all
reconciling items. Management will review any items that require
resolution and reporting will provide aging of items at 30, 45 and 60
day levels to prevent exceeding the 90 calendar day requirement.
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached as Exhibits to this Annual
Report on Form 10-K.
PART IV
ITEM 15. Exhibits, Financial Statement Schedules.
(a) The following is a list of documents filed as a 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 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
registrant's Current Report on Form 8-K/A filed on October 30, 2013
and incorporated by reference herein).
4.2 Pooling and Servicing Agreement, dated as of August 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 4.1 to the
registran's Current Report on Form 8-K filed on February 5, 2014 in
connection with the COMM 2013-CCRE10 Transaction and incorporated by
reference herein).
4.3 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 4.2 to the
registrant's Current Report on Form 8-K filed on February 5, 2014 in
connection with the COMM 2013-CCRE12 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 Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer (filed as Exhibit 33.1 to the
Original Form 10-K and incorporated by reference herein)
33.2 Situs Holdings, LLC, as Special Servicer
33.3 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian (filed as Exhibit 33.3 to the
Original Form 10-K and incorporated by reference herein)
33.4 Park Bridge Lender Services, LLC, as Operating Advisor
(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 Oglethorpe Mall
Mortgage Loan (filed as Exhibit 33.1 to the Original
Form 10-K and incorporated by reference herein)
33.6 Situs Holdings, LLC, as Special Servicer of the Oglethorpe
Mall Mortgage Loan (see Exhibit 33.2)
33.7 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the Oglethorpe Mall Mortgage
Loan (filed as Exhibit 33.3 to the Original
Form 10-K and incorporated by reference herein)
33.8 Park Bridge Lender Services, LLC, as Operating Advisor of
the Oglethorpe Mall Mortgage Loan (filed as Exhibit 33.4 to
the Original Form 10-K and incorporated by reference herein)
33.9 Wells Fargo Bank, National Association, as Primary Servicer
of the One Wilshire Mortgage Loan (filed as Exhibit 33.9 to
the Original Form 10-K and incorporated by reference herein)
33.10 LNR Partners, LLC, as Special Servicer of the One Wilshire
Mortgage Loan (filed as Exhibit 33.10 to the Original
Form 10-K and incorporated by reference herein)
33.11 Wells Fargo Bank, National Association, as Certificate
Administrator of the One Wilshire Mortgage Loan
(filed as Exhibit 33.11 to the Original Form 10-K and
incorporated by reference herein)
33.12 Wells Fargo Bank, National Association, as Custodian of the
One Wilshire Mortgage Loan (filed as Exhibit 33.12 to the
Original Form 10-K and incorporated by reference herein)
33.13 Park Bridge Lender Services, LLC, as Operating Advisor of the
One Wilshire Mortgage Loan (filed as Exhibit 33.4 to the
Original Form 10-K and incorporated by reference herein)
33.14 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the One Wilshire Mortgage Loan
(filed as Exhibit 33.14 to the Original Form 10-K and
incorporated by reference herein)
33.15 National Tax Search, LLC, as Servicing Function Participant
of the One Wilshire Mortgage Loan (filed as Exhibit 33.15 to
the Original Form 10-K and incorporated by reference herein)
33.16 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 33.1 to the Original Form 10-K and
incorporated by reference herein)
33.17 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 33.9 to the Original
Form 10-K and incorporated by reference herein)
33.18 LNR Partners, LLC, as Special Servicer of the Miracle Mile
Shops Mortgage Loan (filed as Exhibit 33.10 to the Original
Form 10-K and incorporated by reference herein)
33.19 Wells Fargo Bank, National Association, as Certificate
Administrator of the Miracle Mile Shops Mortgage Loan
(filed as Exhibit 33.11 to the Original Form 10-K
and incorporated by reference herein)
33.20 Wells Fargo Bank, National Association, as Custodian of the
Miracle Mile Shops Mortgage Loan (filed as Exhibit 33.12 to
the Original Form 10-K and incorporated by reference herein)
33.21 Park Bridge Lender Services, LLC, as Operating Advisor of the
Miracle Mile Shops Mortgage Loan (filed as Exhibit 33.4 to
the Original Form 10-K and incorporated by reference herein)
33.22 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Miracle Mile Shops Mortgage Loan
(filed as Exhibit 33.14 to the Original Form 10-K and
incorporated by reference herein)
33.23 National Tax Search, LLC, as Servicing Function Participant
of the Miracle Mile Shops Mortgage Loan
(filed as Exhibit 33.15 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 Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer (filed as Exhibit 34.1 to the
Original Form 10-K and incorporated by reference herein)
34.2 Situs Holdings, LLC, as Special Servicer
34.3 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian (filed as Exhibit 34.3 to the
Original Form 10-K and incorporated by reference herein)
34.4 Park Bridge Lender Services, LLC, as Operating Advisor
(filed as Exhibit 34.3 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 Oglethorpe Mall
Mortgage Loan (filed as Exhibit 34.1 to the Original
Form 10-K and incorporated by reference herein)
34.6 Situs Holdings, LLC, as Special Servicer of the Oglethorpe
Mall Mortgage Loan (see Exhibit 34.2)
34.7 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the Oglethorpe Mall Mortgage
Loan (filed as Exhibit 34.3 to the Original
Form 10-K and incorporated by reference herein)
34.8 Park Bridge Lender Services, LLC, as Operating Advisor of the
Oglethorpe Mall Mortgage Loan (filed as Exhibit 34.4 to the
Original Form 10-K and incorporated by reference herein)
34.9 Wells Fargo Bank, National Association, as Primary Servicer
of the One Wilshire Mortgage Loan (filed as Exhibit 34.9 to
the Original Form 10-K and incorporated by reference herein)
34.10 LNR Partners, LLC, as Special Servicer of the One Wilshire
Mortgage Loan (filed as Exhibit 34.10 to the Original
Form 10-K and incorporated by reference herein)
34.11 Wells Fargo Bank, National Association, as Certificate
Administrator of the One Wilshire Mortgage Loan
(filed as Exhibit 34.11 to the Original Form 10-K
and incorporated by reference herein)
34.12 Wells Fargo Bank, National Association, as Custodian of the
One Wilshire Mortgage Loan (filed as Exhibit 34.12 to the
Original Form 10-K and incorporated by reference herein)
34.13 Park Bridge Lender Services, LLC, as Operating Advisor of the
One Wilshire Mortgage Loan (filed as Exhibit 34.4 to the
Original Form 10-K and incorporated by reference herein)
34.14 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the One Wilshire Mortgage Loan
(filed as Exhibit 34.14 to the Original Form 10-K and
incorporated by reference herein)
34.15 National Tax Search, LLC, as Servicing Function Participant of
the One Wilshire Mortgage Loan (filed as Exhibit 34.15
to the Original Form 10-K and incorporated by reference herein)
34.16 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 34.1 to the Original Form 10-K and
incorporated by reference herein)
34.17 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 34.9 to the Original
Form 10-K and incorporated by reference herein)
34.18 LNR Partners, LLC, as Special Servicer of the Miracle Mile Shops
Mortgage Loan (filed as Exhibit 34.10 to the Original
Form 10-K and incorporated by reference herein)
34.19 Wells Fargo Bank, National Association, as Certificate
Administrator of the Miracle Mile Shops Mortgage Loan
(filed as Exhibit 34.11 to the Original Form 10-K and
incorporated by reference herein)
34.20 Wells Fargo Bank, National Association, as Custodian of the
Miracle Mile Shops Mortgage Loan (filed as Exhibit 34.12 to
the Original Form 10-K and incorporated by reference herein)
34.21 Park Bridge Lender Services, LLC, as Operating Advisor of the
Miracle Mile Shops Mortgage Loan (filed as Exhibit 34.4 to
the Original Form 10-K and incorporated by reference herein)
34.22 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Miracle Mile Shops Mortgage Loan
(filed as Exhibit 34.14 to the Original Form 10-K and
incorporated by reference herein)
34.23 National Tax Search, LLC, as Servicing Function Participant of
the Miracle Mile Shops Mortgage Loan (filed as Exhibit 34.15 to
the Original Form 10-K and incorporated by reference herein)
35 Servicer compliance statement.
35.1 Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer (filed as Exhibit 35.1 to the
Original Form 10-K and incorporated by reference herein)
35.2 Situs Holdings, LLC, as Special Servicer (filed as Exhibit 35.2
to the Original Form 10-K and incorporated by reference herein)
35.3 Deutsche Bank Trust Company Americas, as Certificate
Administrator (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 Oglethorpe Mall
Mortgage Loan (filed as Exhibit 35.1 to the Original
Form 10-K and incorporated by reference herein)
35.5 Situs Holdings, LLC, as Special Servicer of the Oglethorpe Mall
Mortgage Loan (filed as Exhibit 35.2 to the Original
Form 10-K and incorporated by reference herein)
35.6 Deutsche Bank Trust Company Americas, as Certificate
Administrator of the Oglethorpe Mall Mortgage Loan
(filed as Exhibit 35.3 to the Original Form 10-K and
incorporated by reference herein)
35.7 Wells Fargo Bank, National Association, as Primary Servicer
of the One Wilshire Mortgage Loan (filed as Exhibit 35.7 to the
Original Form 10-K and incorporated by reference herein)
35.8 LNR Partners, LLC, as Special Servicer of the One Wilshire
Mortgage Loan (filed as Exhibit 35.8 to the Original
Form 10-K and incorporated by reference herein)
35.9 Wells Fargo Bank, National Association, as Certificate
Administrator of the One Wilshire Mortgage Loan (filed as Exhibit
35.9 to the Original Form 10-K and incorporated by reference
herein)
35.10 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 advances and mortgage payment advances)
(filed as Exhibit 35.1 to the Original Form 10-K and
incorporated by reference herein)
35.11 Wells Fargo Bank, N.A., as Primary Servicer of the Miracle Mile
Shops Mortgage Loan (only with respect to the obligation to make
property protection advances and mortgage payment advances)
(filed as Exhibit 35.11 to the Original Form 10-K and
incorporated by reference herein)
35.12 LNR Partners, LLC, as Special Servicer of the Miracle Mile
Shops Mortgage Loan (filed as Exhibit 35.12 to the Original
Form 10-K and incorporated by reference herein)
35.13 Wells Fargo Bank, National Association, as Certificate
Administrator of the Miracle Mile Shops Mortgage Loan
(filed as Exhibit 35.13 to the Original Form 10-K and
incorporated by reference herein)
99.1 Mortgage Loan Purchase Agreement, dated as of October 2, 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 October 30, 2013 and incorporated
by reference herein).
99.2 Mortgage Loan Purchase Agreement, dated as of October 2, 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 October 30, 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 D. Grainger
Natalie D. Grainger, Vice President
Date: May 21, 2014
EXHIBIT INDEX
Exhibit No.
4.1 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
registrant's Current Report on Form 8-K/A filed on October 30, 2013
and incorporated by reference herein).
4.2 Pooling and Servicing Agreement, dated as of August 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 4.1 to the
registran's Current Report on Form 8-K filed on February 5, 2014 in
connection with the COMM 2013-CCRE10 Transaction and incorporated by
reference herein).
4.3 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 4.2 to the
registrant's Current Report on Form 8-K filed on February 5, 2014 in
connection with the COMM 2013-CCRE12 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 Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer (filed as Exhibit 33.1 to the
Original Form 10-K and incorporated by reference herein)
33.2 Situs Holdings, LLC, as Special Servicer
33.3 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian (filed as Exhibit 33.3 to the
Original Form 10-K and incorporated by reference herein)
33.4 Park Bridge Lender Services, LLC, as Operating Advisor
(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 Oglethorpe Mall
Mortgage Loan (filed as Exhibit 33.1 to the Original
Form 10-K and incorporated by reference herein)
33.6 Situs Holdings, LLC, as Special Servicer of the Oglethorpe
Mall Mortgage Loan (see Exhibit 33.2)
33.7 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the Oglethorpe Mall Mortgage
Loan (filed as Exhibit 33.3 to the Original
Form 10-K and incorporated by reference herein)
33.8 Park Bridge Lender Services, LLC, as Operating Advisor of
the Oglethorpe Mall Mortgage Loan (filed as Exhibit 33.4 to
the Original Form 10-K and incorporated by reference herein)
33.9 Wells Fargo Bank, National Association, as Primary Servicer
of the One Wilshire Mortgage Loan (filed as Exhibit 33.9 to
the Original Form 10-K and incorporated by reference herein)
33.10 LNR Partners, LLC, as Special Servicer of the One Wilshire
Mortgage Loan (filed as Exhibit 33.10 to the Original
Form 10-K and incorporated by reference herein)
33.11 Wells Fargo Bank, National Association, as Certificate
Administrator of the One Wilshire Mortgage Loan
(filed as Exhibit 33.11 to the Original Form 10-K and
incorporated by reference herein)
33.12 Wells Fargo Bank, National Association, as Custodian of the
One Wilshire Mortgage Loan (filed as Exhibit 33.12 to the
Original Form 10-K and incorporated by reference herein)
33.13 Park Bridge Lender Services, LLC, as Operating Advisor of the
One Wilshire Mortgage Loan (filed as Exhibit 33.4 to the
Original Form 10-K and incorporated by reference herein)
33.14 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the One Wilshire Mortgage Loan
(filed as Exhibit 33.14 to the Original Form 10-K and
incorporated by reference herein)
33.15 National Tax Search, LLC, as Servicing Function Participant
of the One Wilshire Mortgage Loan (filed as Exhibit 33.15 to
the Original Form 10-K and incorporated by reference herein)
33.16 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 33.1 to the Original Form 10-K and
incorporated by reference herein)
33.17 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 33.9 to the Original
Form 10-K and incorporated by reference herein)
33.18 LNR Partners, LLC, as Special Servicer of the Miracle Mile
Shops Mortgage Loan (filed as Exhibit 33.10 to the Original
Form 10-K and incorporated by reference herein)
33.19 Wells Fargo Bank, National Association, as Certificate
Administrator of the Miracle Mile Shops Mortgage Loan
(filed as Exhibit 33.11 to the Original Form 10-K
and incorporated by reference herein)
33.20 Wells Fargo Bank, National Association, as Custodian of the
Miracle Mile Shops Mortgage Loan (filed as Exhibit 33.12 to
the Original Form 10-K and incorporated by reference herein)
33.21 Park Bridge Lender Services, LLC, as Operating Advisor of the
Miracle Mile Shops Mortgage Loan (filed as Exhibit 33.4 to
the Original Form 10-K and incorporated by reference herein)
33.22 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Miracle Mile Shops Mortgage Loan
(filed as Exhibit 33.14 to the Original Form 10-K and
incorporated by reference herein)
33.23 National Tax Search, LLC, as Servicing Function Participant
of the Miracle Mile Shops Mortgage Loan
(filed as Exhibit 33.15 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 Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer (filed as Exhibit 34.1 to the
Original Form 10-K and incorporated by reference herein)
34.2 Situs Holdings, LLC, as Special Servicer
34.3 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian (filed as Exhibit 34.3 to the
Original Form 10-K and incorporated by reference herein)
34.4 Park Bridge Lender Services, LLC, as Operating Advisor
(filed as Exhibit 34.3 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 Oglethorpe Mall
Mortgage Loan (filed as Exhibit 34.1 to the Original
Form 10-K and incorporated by reference herein)
34.6 Situs Holdings, LLC, as Special Servicer of the Oglethorpe
Mall Mortgage Loan (see Exhibit 34.2)
34.7 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the Oglethorpe Mall Mortgage
Loan (filed as Exhibit 34.3 to the Original
Form 10-K and incorporated by reference herein)
34.8 Park Bridge Lender Services, LLC, as Operating Advisor of the
Oglethorpe Mall Mortgage Loan (filed as Exhibit 34.4 to the
Original Form 10-K and incorporated by reference herein)
34.9 Wells Fargo Bank, National Association, as Primary Servicer
of the One Wilshire Mortgage Loan (filed as Exhibit 34.9 to
the Original Form 10-K and incorporated by reference herein)
34.10 LNR Partners, LLC, as Special Servicer of the One Wilshire
Mortgage Loan (filed as Exhibit 34.10 to the Original
Form 10-K and incorporated by reference herein)
34.11 Wells Fargo Bank, National Association, as Certificate
Administrator of the One Wilshire Mortgage Loan
(filed as Exhibit 34.11 to the Original Form 10-K
and incorporated by reference herein)
34.12 Wells Fargo Bank, National Association, as Custodian of the
One Wilshire Mortgage Loan (filed as Exhibit 34.12 to the
Original Form 10-K and incorporated by reference herein)
34.13 Park Bridge Lender Services, LLC, as Operating Advisor of the
One Wilshire Mortgage Loan (filed as Exhibit 34.4 to the
Original Form 10-K and incorporated by reference herein)
34.14 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the One Wilshire Mortgage Loan
(filed as Exhibit 34.14 to the Original Form 10-K and
incorporated by reference herein)
34.15 National Tax Search, LLC, as Servicing Function Participant of
the One Wilshire Mortgage Loan (filed as Exhibit 34.15
to the Original Form 10-K and incorporated by reference herein)
34.16 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 34.1 to the Original Form 10-K and
incorporated by reference herein)
34.17 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 34.9 to the Original
Form 10-K and incorporated by reference herein)
34.18 LNR Partners, LLC, as Special Servicer of the Miracle Mile Shops
Mortgage Loan (filed as Exhibit 34.10 to the Original
Form 10-K and incorporated by reference herein)
34.19 Wells Fargo Bank, National Association, as Certificate
Administrator of the Miracle Mile Shops Mortgage Loan
(filed as Exhibit 34.11 to the Original Form 10-K and
incorporated by reference herein)
34.20 Wells Fargo Bank, National Association, as Custodian of the
Miracle Mile Shops Mortgage Loan (filed as Exhibit 34.12 to
the Original Form 10-K and incorporated by reference herein)
34.21 Park Bridge Lender Services, LLC, as Operating Advisor of the
Miracle Mile Shops Mortgage Loan (filed as Exhibit 34.4 to
the Original Form 10-K and incorporated by reference herein)
34.22 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Miracle Mile Shops Mortgage Loan
(filed as Exhibit 34.14 to the Original Form 10-K and
incorporated by reference herein)
34.23 National Tax Search, LLC, as Servicing Function Participant of
the Miracle Mile Shops Mortgage Loan (filed as Exhibit 34.15 to
the Original Form 10-K and incorporated by reference herein)
35 Servicer compliance statement.
35.1 Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer (filed as Exhibit 35.1 to the
Original Form 10-K and incorporated by reference herein)
35.2 Situs Holdings, LLC, as Special Servicer (filed as Exhibit 35.2
to the Original Form 10-K and incorporated by reference herein)
35.3 Deutsche Bank Trust Company Americas, as Certificate
Administrator (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 Oglethorpe Mall
Mortgage Loan (filed as Exhibit 35.1 to the Original
Form 10-K and incorporated by reference herein)
35.5 Situs Holdings, LLC, as Special Servicer of the Oglethorpe Mall
Mortgage Loan (filed as Exhibit 35.2 to the Original
Form 10-K and incorporated by reference herein)
35.6 Deutsche Bank Trust Company Americas, as Certificate
Administrator of the Oglethorpe Mall Mortgage Loan
(filed as Exhibit 35.3 to the Original Form 10-K and
incorporated by reference herein)
35.7 Wells Fargo Bank, National Association, as Primary Servicer
of the One Wilshire Mortgage Loan (filed as Exhibit 35.7 to the
Original Form 10-K and incorporated by reference herein)
35.8 LNR Partners, LLC, as Special Servicer of the One Wilshire
Mortgage Loan (filed as Exhibit 35.8 to the Original
Form 10-K and incorporated by reference herein)
35.9 Wells Fargo Bank, National Association, as Certificate
Administrator of the One Wilshire Mortgage Loan (filed as Exhibit
35.9 to the Original Form 10-K and incorporated by reference
herein)
35.10 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 advances and mortgage payment advances)
(filed as Exhibit 35.1 to the Original Form 10-K and
incorporated by reference herein)
35.11 Wells Fargo Bank, N.A., as Primary Servicer of the Miracle Mile
Shops Mortgage Loan (only with respect to the obligation to make
property protection advances and mortgage payment advances)
(filed as Exhibit 35.11 to the Original Form 10-K and
incorporated by reference herein)
35.12 LNR Partners, LLC, as Special Servicer of the Miracle Mile
Shops Mortgage Loan (filed as Exhibit 35.12 to the Original
Form 10-K and incorporated by reference herein)
35.13 Wells Fargo Bank, National Association, as Certificate
Administrator of the Miracle Mile Shops Mortgage Loan
(filed as Exhibit 35.13 to the Original Form 10-K and
incorporated by reference herein)
99.1 Mortgage Loan Purchase Agreement, dated as of October 2, 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 October 30, 2013 and incorporated
by reference herein).
99.2 Mortgage Loan Purchase Agreement, dated as of October 2, 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 October 30, 2013 and incorporated by
reference herein).
