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, 2016
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: 333-184376-08
Central Index Key Number of the issuing entity: 0001586883
COMM 2013-CCRE11 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)
New York
(State or other jurisdiction of
incorporation or organization of
the issuing entity)
46-3786894
46-3907745
46-7075966
(I.R.S. Employer
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 Oglethorpe Mall Mortgage Loan, which constituted approximately 7.1%
of the asset pool of the issuing entity as of its cut-off date, is an asset
of the issuing entity and is part of a loan combination that includes the
Oglethorpe Mall 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.
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. Midland Loan Services, a Division of PNC Bank, National
Association is the master servicer under the Pooling and Servicing
Agreement. The responsibilities of Midland Loan Services, a Division of
PNC Bank, National Association, as primary servicer of the loan
combination with respect to the issuing entity, 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 the loan
combination.
The Exhibit Index describes exhibits provided by certain parties (in their
capacities 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, which 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. Wells Fargo Bank, National Association is the master servicer under
the pooling and servicing agreement for the COMM 2013-CCRE10
Transaction. The responsibilities of Wells Fargo Bank, National
Association, as primary servicer of this loan combination with respect to the
issuing entity, are subsumed within its responsibilities as master servicer
under the pooling and servicing agreement for the COMM 2013-CCRE10
Transaction. Thus, the servicer compliance statement provided by Wells
Fargo Bank, National Association, as master servicer under such pooling and
servicing agreement, encompasses its roles as both master servicer and
primary servicer with respect to this loan combination.
The Exhibit Index describes exhibits provided by certain parties (in their
capacities 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, this 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 the 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 is the master servicer under the
pooling and servicing agreement for the COMM 2013-CCRE12 Transaction.
The responsibilities of Wells Fargo Bank, National Association, as primary
servicer of this loan combination with respect to the issuing entity, are
subsumed within its responsibilities as master servicer under the pooling and
servicing agreement for the COMM 2013-CCRE12 Transaction. Thus, the
servicer compliance statement provided by Wells Fargo Bank, National
Association, as master servicer under such pooling and servicing agreement,
encompasses its roles as both master servicer and primary servicer with
respect to this loan combination.
Wells Fargo Bank, National Association is the primary servicer and
certificate administrator of the One Wilshire Mortgage Loan and the Primary
Servicer (with respect to the obligation to make property protection and
mortgage payment advances) and certificate administrator of the Miracle
Mile Shops Mortgage Loan. As a result, Wells Fargo Bank, National
Association is a "servicer" as defined in Item 1108(a)(2)(iii) of Regulation
AB, in the capacities described above, because it is servicing mortgage loans
that 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 Bank, National Association in the capacities described above
are listed in the Exhibit Index.
LNR Partners, LLC is the special servicer of the Miracle Mile Shops
Mortgage Loan and the One Wilshire Mortgage Loan. As a result, LNR
Partners, LLC is a "servicer" as defined in Item 1108(a)(2)(iii) of Regulation
AB, in the capacities described above, because it is servicing mortgage loans
that 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 Partners, LLC in the capacities described above are listed in the
Exhibit Index.
U.S. Bank National Association acts as trustee of the mortgage loans
serviced under the Pooling and Servicing Agreement, the One Wilshire
Mortgage Loan and the Miracle Mile Shops Mortgage Loan. Pursuant to the
Pooling and Servicing Agreement, the pooling and servicing agreement for
the COMM 2013-CCRE10 Transaction and the pooling and servicing
agreement for the COMM 2013-CCRE12 Transaction, the trustee is required
to provide an assessment of compliance with applicable servicing criteria
solely with respect to Item 1122(d)(2)(iii) of Regulation AB (regarding
advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances, are
made, reviewed and approved as specified in the transaction agreements).
However, during the reporting period, the trustee did not perform any
servicing function with respect to the servicing criteria specified in Item
1122(d)(2)(iii) of Regulation AB. The master servicer or the special
servicer, to the extent required, performed the servicing function identified
with respect to Item 1122(d)(2)(iii) of Regulation AB, and each such party
included Item 1122(d)(2)(iii) of Regulation AB in the assessment of
compliance with applicable servicing criteria and accountant's attestation
report for the subject transaction. 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, the One Wilshire
Mortgage Loan and the Miracle Mile Shops Mortgage Loan have delivered
one or more assessments of compliance with respect to Item 1122(d)(2)(iii)
of Regulation AB.
This Annual Report on Form 10-K includes assessments of compliance with
applicable servicing criteria and accountants' attestation reports from
CoreLogic Commercial Real Estate Services, Inc. and National Tax Search,
LLC. These entities were engaged by the primary servicer of the One
Wilshire Mortgage Loan and the primary servicer (with respect to the
obligation to make property protection and mortgage payment advances) of
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 servicing functions are included within the servicing
criteria set forth in Items 1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation
AB. Therefore, under the principles-based definition of "servicer" set forth
in Item 1101(j) of Regulation AB that looks to the functions that an entity
performs, these vendors are "servicers" for the purposes of Item 1122 of
Regulation AB. See Compliance and Disclosure Interpretations, Section
301.01 (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-1 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 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 $46,559,862.00 for the twelve-month
period ended December 31, 2016.
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 and Wells Fargo Bank, National Association, as certificate
administrator and custodian:
Deutsche Bank Trust Company Americas ("DBTCA") and Deutsche Bank National
Trust Company ("DBNTC") have been sued by investors in civil litigation
concerning their role as trustees of certain RMBS trusts.
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 DBNTC and DBTCA 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. On March 22, 2016, plaintiffs
filed an amended complaint in federal court. In the amended complaint, in
connection with 62 trusts governed by indenture agreements, plaintiffs
assert claims for breach of contract, violation of the TIA, breach of
fiduciary duty, and breach of duty to avoid conflicts of interest. The
amended complaint alleges that the trusts at issue have suffered total
realized collateral losses of U.S. $9.8 billion, but the complaint does
not include a demand for money damages in a sum certain. On July 15,
2016, DBNTC and DBTCA filed a motion to dismiss the amended complaint. On
January 23, 2017, the court granted in part and denied in part DBNTC and
DBTCA's motion to dismiss. The court granted the motion to dismiss with
respect to plaintiffs' conflict-of-interest claim, thereby dismissing it,
and denied the motion to dismiss with respect to plaintiffs' breach of
contract claim (except as noted below) and claim for violation of the
TIA, thereby allowing those claims to proceed. On January 26, 2017, the
parties filed a joint stipulation and proposed order dismissing
plaintiffs' claim for breach of fiduciary duty. On January 27, 2017, the
court entered the parties' joint stipulation and ordered that plaintiffs'
claim for breach of fiduciary duty be dismissed. On February 3, 2017,
following a hearing concerning DBNTC and DBTCA's motion to dismiss on
February 2, 2017, the court issued a short form order dismissing (i)
plaintiffs' representation and warranty claims as to 21 trusts whose
originators and/or sponsors had entered bankruptcy and the deadline for
asserting claims against such originators and/or sponsors had passed as
of 2009 and (ii) plaintiffs' claims to the extent they were premised upon
any alleged pre-Event of Default duty to terminate servicers. Discovery
is ongoing.
On March 25, 2016, the BlackRock plaintiffs filed a state court action
against DBTCA in the Superior Court of California, Orange County with
respect to 513 trusts. On May 18, 2016, plaintiffs filed an amended
complaint with respect to 465 trusts, and included DBNTC as an additional
defendant. The amended complaint asserts three causes of action: breach
of contract; breach of fiduciary duty; and breach of the duty to avoid
conflicts of interest. Plaintiffs purport to bring the action on behalf
of themselves and all other current owners of certificates in the 465
trusts. The amended complaint alleges that the trusts at issue have
suffered total realized collateral losses of U.S. $75.7 billion, but does
not include a demand for money damages in a sum certain. On August 22,
2016, DBNTC and DBTCA filed a demurrer as to Plaintiffs' breach of
fiduciary duty cause of action and breach of the duty to avoid conflicts
of interest cause of action and motion to strike as to Plaintiffs' breach
of contract cause of action. On October 18, 2016, the court granted
DBNTC and DBTCA's demurrer, providing Plaintiffs with thirty days' leave
to amend, and denied DBNTC and DBTCA's motion to strike. Plaintiffs did
not further amend their complaint and, on December 19, 2016, DBNTC and
DBTCA filed an answer to the amended complaint. Discovery is ongoing.
On December 30, 2015, IKB International, S.A. in Liquidation and IKB
Deutsche Industriebank A.G. (collectively, "IKB"), as an investor in 37
RMBS trusts, filed a summons with notice in the Supreme Court of the
State of New York, New York County, against DBNTC and DBTCA as trustees
of the trusts. On May 27, 2016, IKB served its complaint asserting claims
for breach of contract, breach of fiduciary duty, breach of duty
to avoid conflicts of interest, violation of New York's Streit Act,
violation of the Trust Indenture Act, violation of Regulation AB, and
violation of Section 9 of the Uniform Commercial Code. IKB alleges that
DBNTC and DBTCA are liable for over U.S. $268 million in damages. On
October 5, 2016, DBNTC and DBTCA, together with several other trustees
defending lawsuits by IKB, filed a joint motion to dismiss. On January 6,
2017, IKB filed a notice of discontinuance, voluntarily dismissing with
prejudice all claims as to three trusts. As of January 17, 2017, DBNTC
and DBTCA's motion to dismiss has been briefed and is awaiting decision
by the court. Certain limited discovery is permitted to go forward while
the motion to dismiss is pending.
It is DBTCA's belief that it 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 June 18, 2014, a group of institutional investors filed a civil
complaint in the Supreme Court of the State of New York, New York County,
against Wells Fargo Bank, N.A. ("Wells Fargo Bank"), in its capacity as
trustee under 276 residential mortgage backed securities ("RMBS")
trusts, which was later amended on July 18, 2014, to increase the number
of trusts to 284 RMBS trusts. On November 24, 2014, the plaintiffs filed
a motion to voluntarily dismiss the state court action without prejudice.
That same day, a group of institutional investors filed a putative class
action complaint in the United States District Court for the Southern
District of New York (the "District Court") against Wells Fargo Bank,
alleging claims against the bank in its capacity as trustee for 274 RMBS
trusts (the "Federal Court Complaint"). In December 2014, the
plaintiffs' motion to voluntarily dismiss their original state court
action was granted. As with the prior state court action, the Federal
Court Complaint is one of six similar complaints filed contemporaneously
against RMBS trustees (Deutsche Bank, Citibank, HSBC, Bank of New York
Mellon and US Bank) by a group of institutional investor plaintiffs. The
Federal Court Complaint against Wells Fargo Bank alleges that the trustee
caused losses to investors and asserts causes of action based upon, among
other things, the trustee's alleged failure to: (i) notify and enforce
repurchase obligations of mortgage loan sellers for purported breaches of
representations and warranties, (ii) notify investors of alleged events
of default, and (iii) abide by appropriate standards of care following
alleged events of default. Relief sought includes money damages in an
unspecified amount, reimbursement of expenses, and equitable relief.
Other cases alleging similar causes of action have been filed against
Wells Fargo Bank and other trustees in the District Court by RMBS
investors in these and other transactions, and these cases against Wells
Fargo Bank are proceeding before the same District Court judge. A similar
complaint was also filed May 27, 2016 in New York state court by a
different plaintiff investor. On January 19, 2016, an order was entered
in connection with the Federal Court Complaint in which the District
Court declined to exercise jurisdiction over 261 trusts at issue in the
Federal Court Complaint; the District Court also allowed plaintiffs to
file amended complaints as to the remaining, non-dismissed trusts, if
they so chose, and three amended complaints have been filed. On December
17, 2016, the investor plaintiffs in the 261 trusts dismissed from the
Federal Court Complaint filed a new complaint in New York state court
(the "State Court Complaint"). Motions to dismiss all of the actions are
pending except for the recently filed State Court Complaint. There can
be no assurances as to the outcome of the litigations, or the possible
impact of the litigations on the trustee or the RMBS trusts. However,
Wells Fargo 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 any 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 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).
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
4.1 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, as Master Servicer, 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 under Commission File No.
333-184376-08 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 registrant's Current Report
on Form 8-K filed on February 5, 2014 under Commission File No.
333-184376-08 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 under Commission File No.
333-184376-08 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 Situs Holdings, LLC, as Special Servicer
33.3 U.S. Bank National Association, as Trustee (Omitted. See Explanatory
Notes.)
33.4 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian
33.5 Park Bridge Lender Services LLC, as Operating Advisor
33.6 Midland Loan Services, a Division of PNC Bank, National Association, as
Primary Servicer of the Oglethorpe Mall Mortgage Loan (see Exhibit 33.1)
33.7 Situs Holdings, LLC, as Special Servicer of the Oglethorpe Mall Mortgage
Loan (see Exhibit 33.2)
33.8 U.S. Bank National Association, as Trustee of the Oglethorpe Mall
Mortgage Loan (Omitted. See Explanatory Notes.)
33.9 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian of the Oglethorpe Mall Mortgage Loan (see Exhibit 33.4)
33.10 Park Bridge Lender Services LLC, as Operating Advisor of the
Oglethorpe Mall Mortgage Loan (see Exhibit 33.5)
33.11 Wells Fargo Bank, National Association, as Primary Servicer of the One
Wilshire Mortgage Loan
33.12 LNR Partners, LLC, as Special Servicer of the One Wilshire Mortgage
Loan
33.13 U.S. Bank National Association, as Trustee of the One Wilshire Mortgage
Loan (Omitted. See Explanatory Notes.)
33.14 Wells Fargo Bank, National Association, as Certificate Administrator of
the One Wilshire Mortgage Loan
33.15 Wells Fargo Bank, National Association, as Custodian of the One Wilshire
Mortgage Loan
33.16 Park Bridge Lender Services LLC, as Operating Advisor of the One
Wilshire Mortgage Loan (see Exhibit 33.5)
33.17 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the One Wilshire Mortgage Loan
33.18 National Tax Search, LLC, as Servicing Function Participant of the One
Wilshire Mortgage Loan
33.19 Wells Fargo Bank, National Association, as Primary Servicer (with
respect to the obligation to make property protection and mortgage
payment advances) of the Miracle Mile Shops Mortgage Loan
(see Exhibit 33.11)
33.20 Midland Loan Services, a Division of PNC Bank, National Association, as
Primary Servicer (except with respect to the obligation to make property
protection and mortgage payment advances) of the Miracle Mile Shops
Mortgage Loan (see Exhibit 33.1)
33.21 LNR Partners, LLC, as Special Servicer of the Miracle Mile Shops
Mortgage Loan (see Exhibit 33.12)
33.22 U.S. Bank National Association, as Trustee of the Miracle Mile Shops
Mortgage Loan (Omitted. See Explanatory Notes.)
33.23 Wells Fargo Bank, National Association, as Certificate Administrator of
the Miracle Mile Shops Mortgage Loan (see Exhibit 33.14)
33.24 Wells Fargo Bank, National Association, as Custodian of the Miracle Mile
Shops Mortgage Loan (see Exhibit 33.15)
33.25 Park Bridge Lender Services LLC, as Operating Advisor of the Miracle
Mile Shops Mortgage Loan (see Exhibit 33.5)
33.26 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the Miracle Mile Shops Mortgage Loan (see Exhibit 33.17)
33.27 National Tax Search, LLC, as Servicing Function Participant of the
Miracle Mile Shops Mortgage Loan (see Exhibit 33.18)
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 Situs Holdings, LLC, as Special Servicer
34.3 U.S. Bank National Association, as Trustee (Omitted. See Explanatory
Notes.)
34.4 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian
34.5 Park Bridge Lender Services LLC, as Operating Advisor
34.6 Midland Loan Services, a Division of PNC Bank, National Association, as
Primary Servicer of the Oglethorpe Mall Mortgage Loan (see Exhibit 34.1)
34.7 Situs Holdings, LLC, as Special Servicer of the Oglethorpe Mall Mortgage
Loan (see Exhibit 34.2)
34.8 U.S. Bank National Association, as Trustee of the Oglethorpe Mall
Mortgage Loan (Omitted. See Explanatory Notes.)
34.9 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian of the Oglethorpe Mall Mortgage Loan (see Exhibit 34.4)
34.10 Park Bridge Lender Services LLC, as Operating Advisor of the
Oglethorpe Mall Mortgage Loan (see Exhibit 34.5)
34.11 Wells Fargo Bank, National Association, as Primary Servicer of the One
Wilshire Mortgage Loan
34.12 LNR Partners, LLC, as Special Servicer of the One Wilshire Mortgage
Loan
34.13 U.S. Bank National Association, as Trustee of the One Wilshire Mortgage
Loan (Omitted. See Explanatory Notes.)
34.14 Wells Fargo Bank, National Association, as Certificate Administrator of
the One Wilshire Mortgage Loan
34.15 Wells Fargo Bank, National Association, as Custodian of the One Wilshire
Mortgage Loan
34.16 Park Bridge Lender Services LLC, as Operating Advisor of the One
Wilshire Mortgage Loan (see Exhibit 34.5)
34.17 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the One Wilshire Mortgage Loan
34.18 National Tax Search, LLC, as Servicing Function Participant of the One
Wilshire Mortgage Loan
34.19 Wells Fargo Bank, National Association, as Primary Servicer (with
respect to the obligation to make property protection and mortgage
payment advances) of the Miracle Mile Shops Mortgage Loan
(see Exhibit 34.11)
34.20 Midland Loan Services, a Division of PNC Bank, National Association, as
Primary Servicer (except with respect to the obligation to make property
protection and mortgage payment advances) of the Miracle Mile Shops
Mortgage Loan (see Exhibit 34.1)
34.21 LNR Partners, LLC, as Special Servicer of the Miracle Mile Shops
Mortgage Loan (see Exhibit 34.12)
34.22 U.S. Bank National Association, as Trustee of the Miracle Mile Shops
Mortgage Loan (Omitted. See Explanatory Notes.)
34.23 Wells Fargo Bank, National Association, as Certificate Administrator of
the Miracle Mile Shops Mortgage Loan (see Exhibit 34.14)
34.24 Wells Fargo Bank, National Association, as Custodian of the Miracle Mile
Shops Mortgage Loan (see Exhibit 34.15)
34.25 Park Bridge Lender Services LLC, as Operating Advisor of the Miracle
Mile Shops Mortgage Loan (see Exhibit 34.5)
34.26 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the Miracle Mile Shops Mortgage Loan (see Exhibit 34.17)
34.27 National Tax Search, LLC, as Servicing Function Participant of the
Miracle Mile Shops Mortgage Loan (see Exhibit 34.18)
35 Servicer compliance statements.
35.1 Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer
35.2 Situs Holdings, LLC, as Special Servicer
35.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
35.4 Midland Loan Services, a Division of PNC Bank, National Association, as
Primary Servicer of the Oglethorpe Mall Mortgage Loan (see Exhibit 35.1)
35.5 Situs Holdings, LLC, as Special Servicer of the Oglethorpe Mall Mortgage
Loan (see Exhibit 35.2)
35.6 Deutsche Bank Trust Company Americas, as Certificate Administrator of
the Oglethorpe Mall Mortgage Loan (see Exhibit 35.3)
35.7 Wells Fargo Bank, National Association, as Primary Servicer of the One
Wilshire Mortgage Loan
35.8 LNR Partners, LLC, as Special Servicer of the One Wilshire Mortgage
Loan
35.9 Wells Fargo Bank, National Association, as Certificate Administrator of
the One Wilshire Mortgage Loan
35.10 Wells Fargo Bank, National Association, as Primary Servicer of the
Miracle Mile Shops Mortgage Loan
35.11 Midland Loan Services, a Division of PNC Bank, National Association, as
Primary Servicer of the Miracle Mile Shops Mortgage Loan
(see Exhibit 35.1)
35.12 LNR Partners, LLC, as Special Servicer of the Miracle Mile Shops
Mortgage Loan (see Exhibit 35.8)
35.13 Wells Fargo Bank, National Association, as Certificate Administrator of
the Miracle Mile Shops Mortgage Loan
99.1 Mortgage Loan Purchase Agreement, dated as of October 2, 2013, between
German American Capital Corporation and Deutsche Mortgage & Asset
Receiving Corporation (filed as Exhibit 99.2 to the registrant's Current
Report on Form 8-K/A filed on October 30, 2013 under Commission File
No. 333-184376-08 and incorporated by reference herein)
99.2 Mortgage Loan Purchase Agreement, dated as of October 2, 2013, between
Cantor Commercial Real Estate Lending, L.P. and Deutsche Mortgage &
Asset Receiving Corporation (filed as Exhibit 99.1 to the registrant's
Current Report on Form 8-K/A filed on October 30, 2013 under Commission
File No. 333-184376-08 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, 2017
/s/ Natalie Grainger
Natalie Grainger, Director
Date: March 22, 201
