Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2015
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____ to _____
Commission file number of the issuing entity: 333-193376-05
Central Index Key Number of the issuing entity: 0001603669
COMM 2014-CCRE17 Mortgage Trust
(exact name of the issuing entity as specified in its charter)
Central Index Key Number of the depositor: 0001013454
Deutsche Mortgage & Asset Receiving Corporation
(exact name of the depositor as specified in its charter)
Central Index Key Number of the sponsor: 0001541294
German American Capital Corporation
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001558761
Cantor Commercial Real Estate Lending, L.P.
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001555524
Jefferies LoanCore LLC
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0000040554
General Electric Capital Corporation
(exact name of the sponsor as specified in its charter)
46-5624264
New York 46-5637581
(State or other jurisdiction of 46-7508878
incorporation or organization of (I.R.S. Employer
the issuing entity) Identification Numbers)
c/o Deutsche Bank Trust Company Americas
as Certificate Administrator
1761 East St. Andrew Place
Santa Ana, CA
(Address of principal executive offices of the issuing entity)
92705
(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 [X] No
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 [X] No
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. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post
such files).
Not applicable.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Not applicable.
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definitions of "large accelerated filer", "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [X] (Do not check if a smaller reporting company)
Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act). [ ] Yes [X] No
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter.
Not applicable.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. [ ] Yes [ ] No
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 Bronx Terminal Market Mortgage Loan and the 25 Broadway Mortgage Loan,
which constituted approximately 11.7% and 10.9%, respectively, of the asset
pool of the issuing entity as of its cut-off date, are each an asset of the
issuing entity and are each part of a loan combination that includes (a)
with respect to the Bronx Terminal Market Mortgage Loan which is an asset
of the issuing entity and two other pari passu loans, which are not assets
of the issuing entity and (b) with respect to the 25 Broadway Mortgage Loan
which is an asset of the issuing entity and one other pari passu loan, which
is not an asset of the issuing entity. These loan combinations, including
the Bronx Terminal Market Mortgage Loan and the 25 Broadway Mortgage Loan,
are being serviced and administered pursuant to the Pooling and Servicing
Agreement, which is incorporated by reference as Exhibit 4 to this Annual
Report on Form 10-K. Midland Loan Services, a Division of PNC Bank, National
Association, as the master servicer under the Pooling and Servicing Agreement,
is also the primary servicer of the Bronx Terminal Market Loan Combination.
The responsibilities of Midland Loan Services, a Division of PNC Bank,
National Association, as primary servicer of each of this loan combination,
are subsumed within its responsibilities as master servicer under the Pooling
and Servicing Agreement. Thus, the servicer compliance statement provided by
Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer under the Pooling and Servicing Agreement, encompasses its roles as
both master servicer and primary servicer with respect to this loan
combination.
Berkeley Point Capital LLC is an affiliate of Cantor Commercial Real Estate
Lending, L.P., one of the sponsors. Therefore, the Depositor included in
this Annual Report on Form 10-K a servicer compliance statement for Berkeley
Point Capital LLC pursuant to Item 1123. Because Berkeley Point Capital LLC
is servicing less than 5% of the pool assets, an assessment of compliance
with applicable servicing criteria and an accountants' attestation report
pursuant to Item 1122 of Regulation AB are not required by Regulation AB.
As the attestation made in the servicer compliance statement required by
Item 1123 relates to a review of the servicing activities of Berkeley Point
Capital LLC under the applicable servicing agreement, and that review was
conducted in conjunction with the servicer's preparation of its assessment
of compliance with applicable servicing criteria, that assessment of
compliance with applicable servicing criteria and the accompanying
accountants' attestation report are included in this Annual Report on Form
10-K for the sake of completeness.
U.S. Bank National Association acts as trustee of the mortgage loans
serviced under the Pooling and Servicing Agreement. 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 were 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. One or more
other servicers of the mortgage loans serviced under the Pooling and
Servicing Agreement have delivered one or more assessments of compliance
with respect to Item 1122(d)(2)(iii) of Regulation AB.
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 Bronx Terminal Market Mortgage Loan (Loan Number 1 on Annex A-1 of
the prospectus supplement of the registrant relating to the issuing
entity filed on May 13, 2014 pursuant to Rule 424(b)(5)) constitutes
a significant obligor within the meaning of Item 1101(k)(2) of
Regulation AB as disclosed in the prospectus supplement. In accordance
with Item 1112(b) of Regulation AB, the most recent unaudited net
operating income of the significant obligor was $30,307,556.00
for the twelve- month period ended December 31, 2015.
The 25 Broadway Mortgage Loan (Loan Number 2 on Annex A-1 of the
prospectus supplement of the registrant relating to the issuing entity
filed on May 13, 2014 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 $20,504,887.00 for the twelve- month period ended
December 31, 2015.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial
Information.
No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this transaction
as described under Item 1114(a) of Regulation AB.
Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial
Information).
No entity or group of affiliated entities provides any derivative
instruments or other support for the certificates within this transaction
as described under Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no material pending legal proceeding involving the
trust or any party related to the trust, other than routine litigation
incidental to the duties of those respective parties, and the following,
with respect to Deutsche Bank Trust Company Americas, as certificate
administrator and custodian, KeyBank National Association, as primary
servicer, and U.S. Bank National Association, as trustee:
On June 18, 2014, a group of investors, including funds managed by
Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed a
derivative action against Deutsche Bank Trust Company Americas ("DBTCA")
and Deutsche Bank National Trust Company ("DBNTC") in New York State
Supreme Court purportedly on behalf of and for the benefit of 544
private-label RMBS trusts asserting claims for alleged violations of the
U.S. Trust Indenture Act of 1939 (TIA), breach of contract, breach of
fiduciary duty and negligence based on DBNTC and DBTCA's alleged failure
to perform their duties as trustees for the trusts. Plaintiffs subsequently
dismissed their state court complaint and filed a derivative and class
action complaint in the U.S. District Court for the Southern District of
New York on behalf of and for the benefit of 564 private-label RMBS
trusts, which substantially overlapped with the trusts at issue in the
state court action. The complaint alleges that the trusts at issue have
suffered total realized collateral losses of U.S. $89.4 billion, but the
complaint does not include a demand for money damages in a sum certain.
DBNTC and DBTCA filed a motion to dismiss, and on January 19, 2016, the
court partially granted the motion on procedural grounds: as to the 500
trusts that are governed by Pooling and Servicing Agreements, the court
declined to exercise jurisdiction. The court did not rule on substantive
defenses asserted in the motion to dismiss as to the 64 trusts formed
under indentures for which it retained jurisdiction. Instead, the court
ordered plaintiffs to file an amended complaint as to those indenture
trusts. On February 23, 2016, plaintiffs filed an amended complaint as to
62 of the 64 indenture trusts included in the original U.S. District Court
complaint. DBNTC and DBTCA will have an opportunity to file new defensive
motions with respect to this amended complaint. It is anticipated that
plaintiffs will, in the near future, file a new state court complaint as
to some or all of the 500 trusts governed by Pooling and Servicing
Agreements which were dismissed from the U.S. District Court action.
On December 30, 2015, IKB International, S.A. and IKB Deutsche
Industriebank A.G. filed a Summons With Notice in New York state
court naming as defendants DBNTC and DBTCA, as trustees of 37 RMBS trusts
(the "IKB Action"). The claims in the IKB Action appear to be
substantively similar to the SDNY Action. The IKB Action is not styled
as a putative class action, but may attempt to bring derivative claims
on behalf of the named RMBS Trusts. DBTCA intends to vigorously defend
the IKB Action.
DBTCA has no pending legal proceedings (including, based on DBTCA's
present evaluation, the litigation disclosed in the foregoing paragraphs)
that would materially affect its ability to perform its duties as
Certificate Administrator and Custodian under the Pooling and Servicing
Agreement for this transaction.
On February 23, 2016, a certificateholder of the J.P. Morgan Chase
Commercial Mortgage Securities Trust, Series 2007-CIBC18 (the "Trust"),
filed suit in the Supreme Court of New York, County of New York, against
KeyBank National Association and Berkadia Commercial Mortgage LLC
(collectively, the "Servicers"). The suit was filed derivatively on
behalf of the Trust. The action was brought in connection with the
Servicers' determination of the fair value of a loan, secured by the
Bryant Park Hotel in New York City, held by the Trust and sold to an
assignee of the Trust's directing certificateholder, pursuant to an
exercise of the fair value option. There can be no assurances as to
the outcome of the action or the possible impact of the litigation on
the Servicers. Both Servicers deny liability, believe that they
performed their obligations in accordance with the terms of the Pooling
and Servicing Agreement applicable to the Trust, and intend to contest
the claims asserted against them.
Since 2014 various plaintiffs or groups of plaintiffs, primarily
investors, have filed claims against U.S. Bank National Association ("U.S.
Bank"), in its capacity as trustee or successor trustee (as the case may
be) under certain residential mortgage backed securities ("RMBS") trusts.
The plaintiffs or plaintiff groups have filed substantially similar
complaints against other RMBS trustees, including Deutsche Bank,
Citibank, HSBC, Bank of New York Mellon and Wells Fargo. The complaints
against U.S. Bank allege the trustee caused losses to investors as a
result of alleged failures by the sponsors, mortgage loan sellers and
servicers for these RMBS trusts and assert causes of action based
upon the trustee's purported failure to enforce repurchase obligations
of mortgage loan sellers for alleged breaches of representations and
warranties concerning loan quality. The complaints also assert that the
trustee failed to notify securityholders of purported events of default
allegedly caused by breaches of servicing standards by mortgage loan
servicers and that the trustee purportedly failed to abide by a
heightened standard of care following alleged events of default.
Currently U.S. Bank is a defendant in multiple actions alleging individual
or class action claims against the trustee with respect to multiple trusts
as described above with the most substantial case being: BlackRock
Balanced Capital Portfolio et al v. U.S. Bank National Association,
No. 605204/2015 (N.Y. Sup. Ct.) (class action alleging claims with respect
to approximately 794 trusts) and its companion case BlackRock Core Bond
Portfolio et al v. U.S Bank National Association, No. 14-cv-9401
(S.D.N.Y.). Some of the trusts implicated in the aforementioned Blackrock
cases, as well as other trusts, are involved in actions brought by
separate groups of plaintiffs related to no more than 100 trusts per case.
There can be no assurance as to the outcome of any of the litigation, or
the possible impact of these litigations on the trustee or the RMBS
trusts. However, U.S. Bank denies liability and believes that it has
performed its obligations under the RMBS trusts in good faith, that its
actions were not the cause of losses to investors and that it has
meritorious defenses, and it intends to contest the plaintiffs' claims
vigorously.
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 May 13, 2014 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
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).
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 part of this Annual Report
on Form 10-K:
(1) Not applicable
(2) Not applicable
(3) See below
4 Pooling and Servicing Agreement, dated as of May 1, 2014, 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 May 13,
2014 under Commission File No. 333-193376-05 and incorporated by
reference herein).
31 Rule 13a-14(d)/15d-14(d) Certifications.
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
33.2 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer (see Exhibit 33.1)
33.3 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian
33.4 Park Bridge Lender Services LLC, as Operating Advisor
33.5 Berkeley Point Capital LLC, as Primary Servicer
33.6 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Bronx Terminal Market Mortgage Loan
(see Exhibit 33.1)
33.7 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the Bronx Terminal Market Mortgage Loan
(see Exhibit 33.1)
33.8 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian of the Bronx Terminal Market Mortgage Loan
(see Exhibit 33.3)
33.9 Park Bridge Lender Services LLC, as Operating Advisor of the Bronx
Terminal Market Mortgage Loan (see Exhibit 33.4)
33.10 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer (with respect to the obligation to make property
protection and mortgage payment advances) of the 25 Broadway Mortgage
Loan (see Exhibit 33.1)
33.11 KeyBank National Association, as Primary Servicer (other than with
respect to the obligation to make property protection and mortgage
payment advances) of the 25 Broadway Mortgage Loan
33.12 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the 25 Broadway Mortgage Loan
(see Exhibit 33.1)
33.13 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian of the 25 Broadway Mortgage Loan (see Exhibit 33.3)
33.14 Park Bridge Lender Services LLC, as Operating Advisor of the 25
Broadway Mortgage Loan (see Exhibit 33.4)
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
34.2 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer (see Exhibit 34.1)
34.3 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian
34.4 Park Bridge Lender Services LLC, as Operating Advisor
34.5 Berkeley Point Capital LLC, as Primary Servicer
34.6 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Bronx Terminal Market Mortgage Loan
(see Exhibit 34.1)
34.7 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the Bronx Terminal Market Mortgage Loan
(see Exhibit 34.1)
34.8 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian of the Bronx Terminal Market Mortgage Loan
(see Exhibit 34.3)
34.9 Park Bridge Lender Services LLC, as Operating Advisor of the Bronx
Terminal Market Mortgage Loan (see Exhibit 34.4)
34.10 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer (with respect to the obligation to make property
protection and mortgage payment advances) of the 25 Broadway Mortgage
Loan (see Exhibit 34.1)
34.11 KeyBank National Association, as Primary Servicer (other than with
respect to the obligation to make property protection and mortgage
payment advances) of the 25 Broadway Mortgage Loan
34.12 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the 25 Broadway Mortgage Loan
(see Exhibit 34.1)
34.13 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian of the 25 Broadway Mortgage Loan (see Exhibit 34.3)
34.14 Park Bridge Lender Services LLC, as Operating Advisor of the 25
Broadway Mortgage Loan (see Exhibit 34.4)
35 Servicer compliance statements.
35.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
35.2 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer (see Exhibit 35.1)
35.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
35.4 Berkeley Point Capital LLC, as Primary Servicer
35.5 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Bronx Terminal Market Mortgage Loan
(see Exhibit 35.1)
35.6 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the Bronx Terminal Market Mortgage Loan
(see Exhibit 35.1)
35.7 Deutsche Bank Trust Company Americas, as Certificate Administrator of
the Bronx Terminal Market Mortgage Loan (see Exhibit 35.3)
35.8 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer (with respect to the obligation to make property
protection and mortgage payment advances) of the 25 Broadway Mortgage
Loan (see Exhibit 35.1)
35.9 KeyBank National Association, as Primary Servicer (other than with
respect to the obligation to make property protection and mortgage
payment advances) of the 25 Broadway Mortgage Loan
35.10 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the 25 Broadway Mortgage Loan
(see Exhibit 35.1)
35.11 Deutsche Bank Trust Company Americas, as Certificate Administrator of
the 25 Broadway Mortgage Loan (see Exhibit 35.3)
99.1 Mortgage Loan Purchase Agreement, dated as of May 13, 2014, 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 May 13, 2014 under Commission
File No. 333-193376-05 and incorporated by reference herein)
99.2 Mortgage Loan Purchase Agreement, dated as of May 13, 2014, 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 May 13, 2014
under Commission File No. 333-193376-05 and incorporated by reference
herein)
99.3 Mortgage Loan Purchase Agreement, dated as of May 13, 2014, between
Deutsche Mortgage & Asset Receiving Corporation and Jefferies
LoanCore LLC (filed as Exhibit 99.3 to the registrant's Current
Report on Form 8-K filed on May 13, 2014 under Commission File No.
333-193376-05 and incorporated by reference herein)
99.4 Mortgage Loan Purchase Agreement, dated as of May 13, 2014, between
Deutsche Mortgage & Asset Receiving Corporation and General Electric
Capital Corporation (filed as Exhibit 99.4 to the registrant's
Current Report on Form 8-K filed on May 13, 2014 under Commission
File No. 333-193376-05 and incorporated by reference herein)
99.5 Primary Servicing Agreement, dated as of May 1, 2014, between
Midland Loan Services, a Division of PNC Bank, National Association
and KeyBank National Association (filed as Exhibit 99.5 to the
registrant's Current Report on Form 8-K filed on May 13, 2014
under Commission File No. 333-193376-05 and incorporated by reference
herein)
99.6 Subservicing Agreement, dated as of May 1, 2014, between Midland Loan
Services, a Division of PNC Bank, National Association and Berkeley
Point Capital LLC (filed as Exhibit 99.1 to the registrant's Current
Report on Form 8-K filed on February 5, 2015 under Commission File
No. 333-193376-05 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: March 22, 2016
/s/ Matt Smith
Matt Smith, Director
Date: March 22, 2016
EXHIBIT INDEX
Exhibit No.
4 Pooling and Servicing Agreement, dated as of May 1, 2014, 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 May 13,
2014 under Commission File No. 333-193376-05 and incorporated by
reference herein).
31 Rule 13a-14(d)/15d-14(d) Certifications.
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
33.2 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer (see Exhibit 33.1)
33.3 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian
33.4 Park Bridge Lender Services LLC, as Operating Advisor
33.5 Berkeley Point Capital LLC, as Primary Servicer
33.6 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Bronx Terminal Market Mortgage Loan
(see Exhibit 33.1)
33.7 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the Bronx Terminal Market Mortgage Loan
(see Exhibit 33.1)
33.8 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian of the Bronx Terminal Market Mortgage Loan
(see Exhibit 33.3)
33.9 Park Bridge Lender Services LLC, as Operating Advisor of the Bronx
Terminal Market Mortgage Loan (see Exhibit 33.4)
33.10 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer (with respect to the obligation to make property
protection and mortgage payment advances) of the 25 Broadway Mortgage
Loan (see Exhibit 33.1)
33.11 KeyBank National Association, as Primary Servicer (other than with
respect to the obligation to make property protection and mortgage
payment advances) of the 25 Broadway Mortgage Loan
33.12 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the 25 Broadway Mortgage Loan
(see Exhibit 33.1)
33.13 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian of the 25 Broadway Mortgage Loan (see Exhibit 33.3)
33.14 Park Bridge Lender Services LLC, as Operating Advisor of the 25
Broadway Mortgage Loan (see Exhibit 33.4)
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
34.2 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer (see Exhibit 34.1)
34.3 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian
34.4 Park Bridge Lender Services LLC, as Operating Advisor
34.5 Berkeley Point Capital LLC, as Primary Servicer
34.6 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Bronx Terminal Market Mortgage Loan
(see Exhibit 34.1)
34.7 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the Bronx Terminal Market Mortgage Loan
(see Exhibit 34.1)
34.8 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian of the Bronx Terminal Market Mortgage Loan
(see Exhibit 34.3)
34.9 Park Bridge Lender Services LLC, as Operating Advisor of the Bronx
Terminal Market Mortgage Loan (see Exhibit 34.4)
34.10 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer (with respect to the obligation to make property
protection and mortgage payment advances) of the 25 Broadway Mortgage
Loan (see Exhibit 34.1)
34.11 KeyBank National Association, as Primary Servicer (other than with
respect to the obligation to make property protection and mortgage
payment advances) of the 25 Broadway Mortgage Loan
34.12 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the 25 Broadway Mortgage Loan
(see Exhibit 34.1)
34.13 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian of the 25 Broadway Mortgage Loan (see Exhibit 34.3)
34.14 Park Bridge Lender Services LLC, as Operating Advisor of the 25
Broadway Mortgage Loan (see Exhibit 34.4)
35 Servicer compliance statements.
35.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
35.2 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer (see Exhibit 35.1)
35.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
35.4 Berkeley Point Capital LLC, as Primary Servicer
35.5 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Bronx Terminal Market Mortgage Loan
(see Exhibit 35.1)
35.6 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the Bronx Terminal Market Mortgage Loan
(see Exhibit 35.1)
35.7 Deutsche Bank Trust Company Americas, as Certificate Administrator of
the Bronx Terminal Market Mortgage Loan (see Exhibit 35.3)
35.8 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer (with respect to the obligation to make property
protection and mortgage payment advances) of the 25 Broadway Mortgage
Loan (see Exhibit 35.1)
35.9 KeyBank National Association, as Primary Servicer (other than with
respect to the obligation to make property protection and mortgage
payment advances) of the 25 Broadway Mortgage Loan
35.10 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the 25 Broadway Mortgage Loan
(see Exhibit 35.1)
35.11 Deutsche Bank Trust Company Americas, as Certificate Administrator of
the 25 Broadway Mortgage Loan (see Exhibit 35.3)
99.1 Mortgage Loan Purchase Agreement, dated as of May 13, 2014, 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 May 13, 2014 under Commission
File No. 333-193376-05 and incorporated by reference herein)
99.2 Mortgage Loan Purchase Agreement, dated as of May 13, 2014, 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 May 13, 2014
under Commission File No. 333-193376-05 and incorporated by reference
herein)
99.3 Mortgage Loan Purchase Agreement, dated as of May 13, 2014, between
Deutsche Mortgage & Asset Receiving Corporation and Jefferies
LoanCore LLC (filed as Exhibit 99.3 to the registrant's Current
Report on Form 8-K filed on May 13, 2014 under Commission File No.
333-193376-05 and incorporated by reference herein)
99.4 Mortgage Loan Purchase Agreement, dated as of May 13, 2014, between
Deutsche Mortgage & Asset Receiving Corporation and General Electric
Capital Corporation (filed as Exhibit 99.4 to the registrant's
Current Report on Form 8-K filed on May 13, 2014 under Commission
File No. 333-193376-05 and incorporated by reference herein)
99.5 Primary Servicing Agreement, dated as of May 1, 2014, between
Midland Loan Services, a Division of PNC Bank, National Association
and KeyBank National Association (filed as Exhibit 99.5 to the
registrant's Current Report on Form 8-K filed on May 13, 2014
under Commission File No. 333-193376-05 and incorporated by reference
herein)
99.6 Subservicing Agreement, dated as of May 1, 2014, between Midland Loan
Services, a Division of PNC Bank, National Association and Berkeley
Point Capital LLC (filed as Exhibit 99.1 to the registrant's Current
Report on Form 8-K filed on February 5, 2015 under Commission File
No. 333-193376-05 and incorporated by reference herein)
