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EX-99 - POOLING AND SERVICING AGREEMENT, DATED AS OF SEPTEMBER 1, 2014 - COMM 2014-UBS3 Mortgage Trustexh_99.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
September 23, 2014
Date of Report (Date of Earliest Event Reported)
 
COMM 2014-UBS3 Mortgage Trust
(Exact name of issuing entity)
 
German American Capital Corporation
(Exact name of sponsor as specified in its charter)
 
UBS Real Estate Securities Inc.
(Exact name of sponsor as specified in its charter)
 
Natixis Real Estate Capital LLC
(Exact name of sponsor as specified in its charter)
 
KeyBank National Association
(Exact name of sponsor as specified in its charter)
 
Deutsche Mortgage & Asset Receiving Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
 
333-193376-06
 
04-3310019
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
 of incorporation)
 
File Number)
 
Identification No.)
 
60 Wall Street
New York, New York
(Address of principal executive offices)
 
 (212) 250-2500
Registrant’s telephone number, including area code
 
Former name or former address, if changed since last report:  Not Applicable
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 1.01. Entry into a Material Definitive Agreement.
 
On June 4, 2014, Deutsche Mortgage & Asset Receiving Corporation (the “Depositor”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of June 1, 2014 (the “Pooling and Servicing Agreement”), among the Depositor, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor, U.S. Bank National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, of COMM 2014-UBS3 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”).
 
The Certificates represent, in the aggregate, the entire beneficial ownership in COMM 2014-UBS3 Mortgage Trust (the “Issuing Entity”), a common law trust fund formed under the laws of the State of New York pursuant to the Pooling and Servicing Agreement.  The assets of the Issuing Entity consist primarily of 49 fixed-rate mortgage loans (the “Mortgage Loans”) secured by first liens on 81 commercial, multifamily and manufactured housing community properties.
 
The Mortgage Loan identified as “State Farm Portfolio” on Exhibit B to the Pooling and Servicing Agreement (the “State Farm Portfolio Mortgage Loan”), which is an asset of the Issuing Entity, is part of a loan combination (the “State Farm Portfolio Loan Combination”) that includes the State Farm Portfolio Mortgage Loan and three other pari passu loans which are not assets of the Issuing Entity (each, a “State Farm Portfolio Companion Loan”).  The State Farm Portfolio Loan Combination, including the State Farm Portfolio Mortgage Loan, is being serviced and administered under the pooling and servicing agreement, dated as of September 1, 2014 (the “UBS5 Pooling and Servicing Agreement”), among the Depositor, as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Situs Holdings, LLC, as operating advisor, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, relating to the COMM 2014-UBS5 Mortgage Trust securitization transaction into which one of the State Farm Portfolio Companion Loans was deposited.  The UBS5 Pooling and Servicing Agreement is attached hereto as Exhibit 1.1.
 
As disclosed in the Prospectus Supplement filed by the Issuing Entity pursuant to Rule 424(b)(5) with respect to the Certificates on June 4, 2014 (the “Prospectus Supplement”),  the terms and conditions of the UBS5 Pooling and Servicing Agreement applicable to the servicing of the State Farm Portfolio Mortgage Loan are substantially similar to the terms and conditions of the Pooling and Servicing Agreement, as described under “The Pooling and Servicing Agreement” in the Prospectus Supplement, applicable to the servicing of the other Mortgage Loans.
 
 
 

 
 
Item 9.01.                  Financial Statements and Exhibits.
 
(d)           Exhibits
 
Exhibit 99
Pooling and Servicing Agreement, dated as of September 1, 2014, among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Situs Holdings, LLC, as operating advisor, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian.
 
 
 

 
 
SIGNATURES
 
  Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION
 
 
(Registrant)
 
 Date:  October 23, 2014
     
 
By:
/s/ Helaine Kaplan
 
   
Name: Helaine Kaplan
 
   
Title: President
 
       
 
By:
/s/ Natalie Grainger
 
   
Name: Natalie Grainger
 
   
Title: Vice President
 
 
 
 

 
 
INDEX TO EXHIBITS
 
 
Item 601(a) of
Regulation S-K
Exhibit No.
 
 
Description
 
 
Paper (P) or
Electronic (E)
99
 
Pooling and Servicing Agreement, dated as of September 1, 2014, among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Situs Holdings, LLC, as operating advisor, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian.
 
(E)