Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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: 333-184376-04
COMM 2013-CCRE8 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)
German American Capital Corporation
Cantor Commercial Real Estate Lending, L.P.
Natixis Real Estate Capital LLC
(Exact names of the sponsors as specified in their Charters)
46-2900279
46-3185211
New York 46-6886381
(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 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 Exhibit 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 Exhibit 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 Exhibit Index describes exhibits provided by certain parties (in their
capacity indicated on the Exhibit Index) with respect to the Moffett Towers
Phase II Mortgage Loan, which constituted approximately 8.3% of the asset
pool of the issuing entity as of its cut-off date. The Moffett Towers
Phase II Mortgage Loan 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. The other pari passu portion of the loan combination was
securitized in the COMM 2013-CCRE7 Mortgage Trust transaction, Commission
File Number 333-184376-03 (the "COMM 2013-CCRE7 Transaction"). This loan
combination, including the Moffett Towers Phase II Mortgage Loan, is being
serviced and administered pursuant to the pooling and servicing agreement
for the COMM 2013-CCRE7 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 375 Park
Avenue Mortgage Loan, which constituted approximately 15.1% of the asset
pool of the issuing entity as of its cut-off date. The 375 Park Avenue
Mortgage Loan is an asset of the issuing entity and is part of a loan
combination that includes the 375 Park Avenue 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 CGCMT
2013-375P Mortgage Trust transaction (the "CGCMT 2013-375P Transaction").
This loan combination, including the 375 Park Avenue Mortgage Loan, is
being serviced and administered pursuant to the pooling and servicing
agreement for the CGCMT 2013-375 Transaction, which is incorporated by
reference as Exhibit 4.3 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 Paramount
Building Mortgage Loan, which constituted approximately 4.0% of the asset
pool of the issuing entity. The Paramount Building Mortgage Loan is an
asset of the issuing entity and is part of a loan combination that
includes the Paramount Building Mortgage Loan and one other pari passu
loan, which is not an asset of the issuing entity. This loan combination,
including the Paramount Building Mortgage Loan, was serviced under the
Pooling and Servicing Agreement for the issuing entity prior to the
closing of the securitization of the other pari passu portion of the
Paramount Building loan combination in the COMM 2013-CCRE9 Mortgage Trust
transaction, Commission File Number 333-184376-05 (the "COMM 2013-CCRE9
Transaction"). After the closing of the COMM 2013-CCRE9 Transaction on
July 10, 2013, this loan combination, including the Paramount Building
Mortgage Loan was, and will continue to be, serviced and administered
pursuant to the pooling and servicing agreement with respect to COMM
2013-CCRE9 Transaction, which is incorporated by reference under Exhibit
4.4 to this Annual Report on Form 10-K.
Midland Loan Services, a Division of PNC Bank, National Association
("Midland") is the master servicer and special servicer of the loans
serviced under the Pooling and Servicing Agreement, the primary servicer
of the Moffett Towers Phase II Mortgage Loan and the special servicer of
the Paramount Building Mortgage Loan. Thus, Midland is a "servicer," as
defined in Item 1108(a)(iii) of Regulation AB, with respect to the
Moffett Towers Phase II Mortgage Loan and Paramount Building 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 capacity described above are listed in the
Exhibit Index.
Wells Fargo Bank, National Association ("Wells Fargo") is the trustee,
certificate administrator and custodian of the Moffett Towers Phase II
Mortgage Loan, which constituted 8.3% of the issuing entity as of its
cut-off date, and the primary servicer and special servicer of the 375
Park Avenue Mortgage Loan, which constituted 15.1% 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
Moffett Towers Phase II Mortgage Loan and Paramount Building 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 capacity described above are listed in
the Exhibit Index.
Park Bridge Lender Services LLC ("Park Bridge") is the operating
advisor of the loans serviced under the Pooling and Servicing
Agreement, the Moffett Towers Phase II Mortgage Loan, and the Paramount
Building Mortgage Loan. 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 capacities described above are listed
in the Exhibit Index.
U. S. Bank National Association acts as Trustee of the issuing entity.
Pursuant to the Pooling and Servicing Agreement, the Trustee is
required to provide an assessment of compliance with applicable
servicing criteria solely with respect to Item 1122(d)(2)(iii) of
Regulation AB (regarding advances of funds or guarantees regarding
collections, cash flows or distributions, and any interest or other
fees charged for such advances, are made, reviewed and approved as
specified in the transaction agreements). However, the Trustee is not
required to deliver such assessment of compliance with applicable
servicing criteria with respect to any reporting period during which
there was no servicing criteria applicable to the Trustee, as was the
case during the reporting period covered by this Annual Report on
Form 10-K. As a result, this Annual Report on Form 10-K does not
include an assessment of compliance with applicable servicing
criteria of the Trustee. The assessment of compliance with applicable
servicing criteria of the Master Servicer covers Item 1122(d)(2)(iii)
of Regulation AB.
This Annual Report on Form 10-K includes assessments of compliance
with applicable servicing criteria and 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 375 Park Avenue Mortgage Loan to remit tax
payments received from the escrow accounts of borrowers to local
taxing authorities, to report tax amounts due, to verify tax
parcel information, and to verify non-escrow tax payments. These
services are included within the servicing criteria set forth in
Items 1122(d)(4)(xi) and 1122(d)(4)(xii). Therefore, under the
principles-based definition of "servicer" set forth in Item 1101(j),
these vendors are "servicers" for the purposes of Item 1122. See
Manual of Publicly Available Telephone Interpretations, Section 3,
Item 1101(j).
This Annual Report on Form 10-K includes an assessment of.
compliance with applicable servicing criteria and accountant's
attestation report from U.S. Bank, National Association. This
entity was engaged by the Certificate Administrator to perform
certain custodial services. These services are included within the
servicing criteria set forth in Items 1122(d)(4)(i) and
1122(d)(4)(ii). Therefore, under the principles-based definition
of "servicer" set forth in Item 1101(j), these vendors are
"servicers" for the purposes of Item 1122. See Manual of Publicly
Available Telephone Interpretations, Section 3, Item 1101(j).
PART I
ITEM 1. Business.
Omitted.
ITEM 1A. Risk Factors.
Omitted.
ITEM 1B. Unresolved Staff Comments.
None.
ITEM 2. Properties.
Omitted.
ITEM 3. Legal Proceedings.
Omitted.
ITEM 4. Mine Safety Disclosures.
Not Applicable.
PART II
ITEM 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Omitted.
ITEM 6. Selected Financial Data.
Omitted.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
ITEM 8. Financial Statements and Supplementary Data.
Omitted.
ITEM 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Omitted.
ITEM 9A. Controls and Procedures.
Omitted.
ITEM 9B. Other Information.
None.
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance.
Omitted.
ITEM 11. Executive Compensation.
Omitted.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Omitted.
ITEM 13. Certain Relationships and Related Transactions, and
Director Independence.
Omitted.
ITEM 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
The 375 Park Avenue Mortgage Loan (Loan Number 1 on Annex A of the prospectus
supplement of the Registrant relating to the issuing entity filed on June 13,
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 $22,861,774.00 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 June 13, 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 are attached as 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 Phase II Mortgage Loan, 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-CCRE7 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-CCRE7 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 375 Park Avenue Mortgage Loan, are
attached hereto under Item 15 to this Annual Report on Form 10-K. Attached
as Exhibit K to the trust and servicing agreement for the CGCMT 2013-375P
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 CGCMT 2013-375P 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 Paramount Building Mortgage Loan, 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-CCRE9 Transaction incorporated by reference as Exhibit 4.4 to this
Annual Report on Form 10-K is a chart identifying the entities
participating in a servicing function for the COMM 2013-CCRE9 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 33.14. The material instances
of noncompliance disclosed in the 2013 NTS Assessment are as follows:
Material Instances of Noncompliance by National Tax Search, LLC
1122(d)(2)(vii): Reconciliations are prepared on a monthly basis for all
asset-backed securities related to bank accounts, including custodial
accounts and related clearing accounts. These reconciliations (B) Are
prepared within 30 calendar days after the bank statement cutoff date,
or such other number of days Specificied (sic) in the transaction
agreement and (D) Contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specificied (sic) in
transaction agreements.
Noncompliance
During the reporting period, certain reconciliations were not
completed within 30 calendar days after the bank statement
cutoff date. Certain reconciling items lacked proper
explanations and were not resolved within 90 day (sic) calendar
days of their original identification.
Remediation
Management corrected the timeliness of reconciliations within
the Period and Plante Moran auditors have reviewed, under an
agreed-upon procedures engagement, the compliance with the
servicing criteria of section 1122(d)(2)(vii), attributes
B & D, as defined above, as of January 31, 2014, noting no
matters of concern.
In the first quarter of 2014 Management will also complete installation
of a Treasury Workstation system, which allows for the automation of
daily reconciliation allowing for review and research throughout the
month instead of the days after a bank statement cutoff date. This
daily reconciliation will be accompanied by proper explanation of all
reconciling items. Management will review any items that require
resolution and reporting will provide aging of items at 30, 45 and 60
day levels to prevent exceeding the 90 calendar day requirement.
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached 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 June 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, Midland Loan Services, a Division
of PNC 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 June 13, 2013 and incorporated by reference
herein).
4.2 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 4.2 to the registrant's
Current Report on Form 8-K filed on February 5, 2014 in connection
with the COMM 2013-CCRE7 Transaction and incorporated by reference
herein).
4.3 Trust and Servicing Agreement, dated as of May 6, 2013, by and
among Citigroup Commercial Mortgage Securities Inc., as
Depositor, Wells Fargo Bank, National Association, as Servicer,
Wells Fargo Bank, National Association, as Special Servicer, U.S.
Bank National Association, as Trustee, and Citibank, N.A., as
Certificate Administrator (filed as Exhibit 4.1 to the registrant's
Current Report on Form 8-K filed on February 5, 2014 in connection
with the CGCMT 2013-375P Transaction and incorporated by reference
herein).
4.4 Pooling and Servicing Agreement, dated as of July 1, 2013, by and
among Deutsche Mortgage & Asset Receiving Corporation, as
Depositor, KeyCorp Real Estate Capital Markets, Inc., as Master
Servicer, Midland Loan Services, a Division of PNC 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 4.3 to the
registrant's Current Report on Form 8-K filed on February 5, 2014
in connection with the COMM 2013-CCRE9 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 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer (filed as Exhibit 33.1 to the
Original Form 10-K and incorporated by reference herein)
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 Moffett Towers
Phase II 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 Moffett
Towers Phase II Mortgage Loan
33.7 Wells Fargo Bank, National Association, as Trustee and
Certificate Administrator of the Moffett Towers Phase II
Mortgage Loan (filed as Exhibit 33.7 to the Original Form 10-K
and incorporated by reference herein)
33.8 Wells Fargo Bank, National Association, as Custodian of
the Moffett Towers Phase II Mortgage Loan (filed as Exhibit 33.8
to the Original Form 10-K and incorporated by reference herein)
33.9 Park Bridge Lender Services LLC, as Operating Advisor of
the Moffett Towers Phase II Mortgage Loan
(filed as Exhibit 33.4 to the Original Form 10-K and incorporated
by reference herein)
33.10 Wells Fargo Bank, National Association, as Primary
Servicer of the 375 Park Avenue 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 Special
Servicer of the 375 Park Avenue Mortgage Loan
(filed as Exhibit 33.10 to the Original Form 10-K and
incorporated by reference herein)
33.12 U.S. Bank National Association, as Trustee of the 375
Park Avenue Mortgage Loan (filed as Exhibit 33.12 to the
Original Form 10-K and incorporated by reference herein)
33.13 Citibank, N.A., as Certificate Administrator of the 375
Park Avenue Mortgage Loan (filed as Exhibit 33.13 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 375 Park Avenue
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 375 Park Avenue Mortgage Loan
(filed as Exhibit 33.15 to the Original Form 10-K and
incorporated by reference herein)
33.16 U.S. Bank National Association, as Servicing Function
Participant of the 375 Park Avenue Mortgage Loan
(filed as Exhibit 33.16 to the Original Form 10-K and
incorporated by reference herein)
33.17 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the Paramount
Building Mortgage Loan (filed as Exhibit 33.1 to the Original
Form 10-K and incorporated by reference herein)
33.18 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the Paramount Building
Mortgage Loan (filed as Exhibit 33.3 to the Original Form 10-K
and incorporated by reference herein)
33.19 Park Bridge Lender Services LLC, as Operating Advisor
of the Paramount Building Mortgage Loan
(filed as Exhibit 33.4 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 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer (filed as Exhibit 34.1 to the
Original Form 10-K and incorporated by reference herein)
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 34.4 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 34.1 to the Original
Form 10-K and incorporated by reference herein)
34.6 Situs Holdings, LLC, as Special Servicer of the Moffett
Towers Phase II Mortgage Loan
34.7 Wells Fargo Bank, National Association, as Trustee and
Certificate Administrator of the Moffett Towers Phase II
Mortgage Loan (filed as Exhibit 34.7 to the Original Form 10-K
and incorporated by reference herein)
34.8 Wells Fargo Bank, National Association, as Custodian of
the Moffett Towers Phase II Mortgage Loan (filed as Exhibit 34.8
to the Original Form 10-K and incorporated by reference herein)
34.9 Park Bridge Lender Services LLC, as Operating Advisor of
the Moffett Towers Phase II Mortgage Loan
(filed as Exhibit 34.4 to the Original Form 10-K and incorporated
by reference herein)
34.10 Wells Fargo Bank, National Association, as Primary
Servicer of the 375 Park Avenue 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 Special
Servicer of the 375 Park Avenue Mortgage Loan
(filed as Exhibit 34.10 to the Original Form 10-K and
incorporated by reference herein)
34.12 U.S. Bank National Association, as Trustee of the 375
Park Avenue Mortgage Loan (filed as Exhibit 34.12 to the Original
Form 10-K and incorporated by reference herein)
34.13 Citibank, N.A., as Certificate Administrator of the 375
Park Avenue Mortgage Loan (filed as Exhibit 34.13 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 375 Park Avenue
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 375 Park Avenue Mortgage Loan (filed as
Exhibit 34.15 to the Original Form 10-K and incorporated by
reference herein)
34.16 U.S. Bank, National Association, as Servicing Function
Participant of the 375 Park Avenue Mortgage Loan (filed as
Exhibit 34.16 to the Original Form 10-K and incorporated by
reference herein)
34.17 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the Paramount
Building Mortgage Loan (filed as Exhibit 34.2 to the Original
Form 10-K and incorporated by reference herein)
34.18 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the Paramount Building
Mortgage Loan (filed as Exhibit 34.3 to the Original Form 10-K
and incorporated by reference herein)
34.19 Park Bridge Lender Services LLC, as Operating Advisor
of the Paramount Building Mortgage Loan
(filed as Exhibit 34.4 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 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer (filed as Exhibit 35.1 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 Moffett Towers
Phase II Mortgage Loan (filed as Exhibit 35.1 to the Original
Form 10-K and incorporated by reference herein)
35.5 Wells Fargo Bank, National Association, as Certificate
Administrator of the Moffett Towers Phase II Mortgage
Loan (filed as Exhibit 35.5 to the Original Form 10-K and
incorporated by reference herein)
35.6 Wells Fargo Bank, National Association, as Primary
Servicer of the 375 Park Avenue Mortgage Loan (filed as
Exhibit 35.6 to the Original Form 10-K and incorporated by
reference herein)
35.7 Wells Fargo Bank, National Association, as Special
Servicer of the 375 Park Avenue Mortgage Loan (filed as
Exhibit 35.7 to the Original Form 10-K and incorporated by
reference herein)
35.8 Citibank, N.A., as Certificate Administrator of the 375
Park Avenue Mortgage Loan (filed as Exhibit 35.8 to the Original
Form 10-K and incorporated by reference herein)
35.9 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the Paramount
Building Mortgage Loan (filed as Exhibit 35.1 to the Original
Form 10-K and incorporated by reference herein)
35.10 Deutsche Bank Trust Company Americas, as Certificate
Administrator of the Paramount Building Mortgage Loan (filed as
Exhibit 35.10 to the Original Form 10-K and incorporated by
reference herein)
99.1 Mortgage Loan Purchase Agreement, dated as of June 13, 2013, between
Deutsche Mortgage & Asset Receiving Corporation and German American
Capital Corporation (filed as Exhibit 99.1 to the registrant's
Current Report on Form 8-K filed on June 13, 2013 and incorporated
by reference herein).
99.2 Mortgage Loan Purchase Agreement, dated as of June 13, 2013, between
Deutsche Mortgage & Asset Receiving Corporation and Cantor
Commercial Real Estate Lending, L.P. (filed as Exhibit 99.2 to the
registrant's Current Report on Form 8-K filed on June 13, 2013 and
incorporated by reference herein).
99.3 Mortgage Loan Purchase Agreement, dated as of June 13, 2013, between
Deutsche Mortgage & Asset Receiving Corporation and Natixis Real
Estate Capital LLC (filed as Exhibit 99.3 to the registrant's
Current Report on Form 8-K filed on June 13, 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 June 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, Midland Loan Services, a Division
of PNC 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 June 13, 2013 and incorporated by reference
herein).
4.2 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 4.2 to the registrant's
Current Report on Form 8-K filed on February 5, 2014 in connection
with the COMM 2013-CCRE7 Transaction and incorporated by reference
herein).
4.3 Trust and Servicing Agreement, dated as of May 6, 2013, by and
among Citigroup Commercial Mortgage Securities Inc., as
Depositor, Wells Fargo Bank, National Association, as Servicer,
Wells Fargo Bank, National Association, as Special Servicer, U.S.
Bank National Association, as Trustee, and Citibank, N.A., as
Certificate Administrator (filed as Exhibit 4.1 to the registrant's
Current Report on Form 8-K filed on February 5, 2014 in connection
with the CGCMT 2013-375P Transaction and incorporated by reference
herein).
4.4 Pooling and Servicing Agreement, dated as of July 1, 2013, by and
among Deutsche Mortgage & Asset Receiving Corporation, as
Depositor, KeyCorp Real Estate Capital Markets, Inc., as Master
Servicer, Midland Loan Services, a Division of PNC 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 4.3 to the
registrant's Current Report on Form 8-K filed on February 5, 2014
in connection with the COMM 2013-CCRE9 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 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer (filed as Exhibit 33.1 to the
Original Form 10-K and incorporated by reference herein)
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 Moffett Towers
Phase II 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 Moffett
Towers Phase II Mortgage Loan
33.7 Wells Fargo Bank, National Association, as Trustee and
Certificate Administrator of the Moffett Towers Phase II
Mortgage Loan (filed as Exhibit 33.7 to the Original Form 10-K
and incorporated by reference herein)
33.8 Wells Fargo Bank, National Association, as Custodian of
the Moffett Towers Phase II Mortgage Loan (filed as Exhibit 33.8
to the Original Form 10-K and incorporated by reference herein)
33.9 Park Bridge Lender Services LLC, as Operating Advisor of
the Moffett Towers Phase II Mortgage Loan
(filed as Exhibit 33.4 to the Original Form 10-K and incorporated
by reference herein)
33.10 Wells Fargo Bank, National Association, as Primary
Servicer of the 375 Park Avenue 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 Special
Servicer of the 375 Park Avenue Mortgage Loan
(filed as Exhibit 33.10 to the Original Form 10-K and
incorporated by reference herein)
33.12 U.S. Bank National Association, as Trustee of the 375
Park Avenue Mortgage Loan (filed as Exhibit 33.12 to the
Original Form 10-K and incorporated by reference herein)
33.13 Citibank, N.A., as Certificate Administrator of the 375
Park Avenue Mortgage Loan (filed as Exhibit 33.13 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 375 Park Avenue
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 375 Park Avenue Mortgage Loan
(filed as Exhibit 33.15 to the Original Form 10-K and
incorporated by reference herein)
33.16 U.S. Bank National Association, as Servicing Function
Participant of the 375 Park Avenue Mortgage Loan
(filed as Exhibit 33.16 to the Original Form 10-K and
incorporated by reference herein)
33.17 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the Paramount
Building Mortgage Loan (filed as Exhibit 33.1 to the Original
Form 10-K and incorporated by reference herein)
33.18 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the Paramount Building
Mortgage Loan (filed as Exhibit 33.3 to the Original Form 10-K
and incorporated by reference herein)
33.19 Park Bridge Lender Services LLC, as Operating Advisor
of the Paramount Building Mortgage Loan
(filed as Exhibit 33.4 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 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer (filed as Exhibit 34.1 to the
Original Form 10-K and incorporated by reference herein)
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 34.4 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 34.1 to the Original
Form 10-K and incorporated by reference herein)
34.6 Situs Holdings, LLC, as Special Servicer of the Moffett
Towers Phase II Mortgage Loan
34.7 Wells Fargo Bank, National Association, as Trustee and
Certificate Administrator of the Moffett Towers Phase II
Mortgage Loan (filed as Exhibit 34.7 to the Original Form 10-K
and incorporated by reference herein)
34.8 Wells Fargo Bank, National Association, as Custodian of
the Moffett Towers Phase II Mortgage Loan (filed as Exhibit 34.8
to the Original Form 10-K and incorporated by reference herein)
34.9 Park Bridge Lender Services LLC, as Operating Advisor of
the Moffett Towers Phase II Mortgage Loan
(filed as Exhibit 34.4 to the Original Form 10-K and incorporated
by reference herein)
34.10 Wells Fargo Bank, National Association, as Primary
Servicer of the 375 Park Avenue 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 Special
Servicer of the 375 Park Avenue Mortgage Loan
(filed as Exhibit 34.10 to the Original Form 10-K and
incorporated by reference herein)
34.12 U.S. Bank National Association, as Trustee of the 375
Park Avenue Mortgage Loan (filed as Exhibit 34.12 to the Original
Form 10-K and incorporated by reference herein)
34.13 Citibank, N.A., as Certificate Administrator of the 375
Park Avenue Mortgage Loan (filed as Exhibit 34.13 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 375 Park Avenue
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 375 Park Avenue Mortgage Loan (filed as
Exhibit 34.15 to the Original Form 10-K and incorporated by
reference herein)
34.16 U.S. Bank, National Association, as Servicing Function
Participant of the 375 Park Avenue Mortgage Loan (filed as
Exhibit 34.16 to the Original Form 10-K and incorporated by
reference herein)
34.17 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the Paramount
Building Mortgage Loan (filed as Exhibit 34.2 to the Original
Form 10-K and incorporated by reference herein)
34.18 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the Paramount Building
Mortgage Loan (filed as Exhibit 34.3 to the Original Form 10-K
and incorporated by reference herein)
34.19 Park Bridge Lender Services LLC, as Operating Advisor
of the Paramount Building Mortgage Loan
(filed as Exhibit 34.4 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 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer (filed as Exhibit 35.1 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 Moffett Towers
Phase II Mortgage Loan (filed as Exhibit 35.1 to the Original
Form 10-K and incorporated by reference herein)
35.5 Wells Fargo Bank, National Association, as Certificate
Administrator of the Moffett Towers Phase II Mortgage
Loan (filed as Exhibit 35.5 to the Original Form 10-K and
incorporated by reference herein)
35.6 Wells Fargo Bank, National Association, as Primary
Servicer of the 375 Park Avenue Mortgage Loan (filed as
Exhibit 35.6 to the Original Form 10-K and incorporated by
reference herein)
35.7 Wells Fargo Bank, National Association, as Special
Servicer of the 375 Park Avenue Mortgage Loan (filed as
Exhibit 35.7 to the Original Form 10-K and incorporated by
reference herein)
35.8 Citibank, N.A., as Certificate Administrator of the 375
Park Avenue Mortgage Loan (filed as Exhibit 35.8 to the Original
Form 10-K and incorporated by reference herein)
35.9 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the Paramount
Building Mortgage Loan (filed as Exhibit 35.1 to the Original
Form 10-K and incorporated by reference herein)
35.10 Deutsche Bank Trust Company Americas, as Certificate
Administrator of the Paramount Building Mortgage Loan (filed as
Exhibit 35.10 to the Original Form 10-K and incorporated by
reference herein)
99.1 Mortgage Loan Purchase Agreement, dated as of June 13, 2013, between
Deutsche Mortgage & Asset Receiving Corporation and German American
Capital Corporation (filed as Exhibit 99.1 to the registrant's
Current Report on Form 8-K filed on June 13, 2013 and incorporated
by reference herein).
99.2 Mortgage Loan Purchase Agreement, dated as of June 13, 2013, between
Deutsche Mortgage & Asset Receiving Corporation and Cantor
Commercial Real Estate Lending, L.P. (filed as Exhibit 99.2 to the
registrant's Current Report on Form 8-K filed on June 13, 2013 and
incorporated by reference herein).
99.3 Mortgage Loan Purchase Agreement, dated as of June 13, 2013, between
Deutsche Mortgage & Asset Receiving Corporation and Natixis Real
Estate Capital LLC (filed as Exhibit 99.3 to the registrant's
Current Report on Form 8-K filed on June 13, 2013 and incorporated
by reference herein).