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: 333-184376-04
Central Index Key Number of the issuing entity: 0001575686
COMM 2013-CCRE8 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: 0001542256
Natixis Real Estate Capital LLC
(exact name of the sponsor as specified in its charter)
New York
(State or other jurisdiction of
incorporation or organization of
the issuing entity)
46-2900279
46-3185211
46-6886381
(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 Exhibit Index describes exhibits provided by certain parties (in their
capacities 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. Midland Loan
Services, a Division of PNC Bank, National Association is the master
servicer under the pooling and servicing agreement for the COMM 2013-
CCRE7 Transaction. The responsibilities of Midland Loan Services, a
Division of PNC 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-CCRE7 Transaction. Thus, the servicer compliance
statement provided by Midland Loan Services, a Division of PNC 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 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 Citigroup
Commercial Mortgage Trust 2013-375P transaction (the "CGCMT 2013-
375P Transaction"). This loan combination, including the 375 Park Avenue
Mortgage Loan, is being serviced and administered pursuant to the trust and
servicing agreement for the CGCMT 2013-375P 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
trust and servicing agreement for the CGCMT 2013-375P 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 trust and
servicing agreement for the CGCMT 2013-375P Transaction. Thus, the
servicer compliance statement provided by Wells Fargo Bank, National
Association, as master servicer under such trust 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 Paramount
Building Mortgage Loan, which constituted approximately 4.0% of the asset
pool of the issuing entity as of its cut-off date. 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 the COMM 2013-CCRE9 Transaction, which is incorporated
by reference as Exhibit 4.4 to this Annual Report on Form 10-K. KeyBank
National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.) is the master servicer under the pooling and servicing agreement for the
COMM 2013-CCRE9 Transaction. The responsibilities of KeyBank
National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), 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-CCRE9 Transaction.
Midland Loan Services, a Division of PNC Bank, National Association is the
master servicer and special servicer of the mortgage 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. As a result, Midland Loan Services, a Division of
PNC 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 Midland Loan Services, a Division of
PNC Bank, National Association in the capacities described above are listed
in the Exhibit Index.
Deutsche Bank Trust Company Americas is the certificate administrator of
the mortgage loans serviced under the Pooling and Servicing Agreement and
the Paramount Building Mortgage Loan. As a result, Deutsche Bank Trust
Company Americas 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 Deutsche Bank Trust Company Americas in the
capacities described above are listed in the Exhibit Index.
Deutsche Bank Trust Company Americas is the custodian of the mortgage
loans serviced under the Pooling and Servicing Agreement and the
Paramount Building Mortgage Loan. As a result, Deutsche Bank Trust
Company Americas is a servicing function participant in the capacities
described above, because it is servicing mortgage loans that constituted 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 Deutsche Bank Trust Company
Americas in the capacities described above are listed in the Exhibit Index.
Park Bridge Lender Services LLC is the operating advisor of the mortgage
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 Lender Services LLC is a servicing function
participant in the capacities described above, because it is servicing
mortgage loans that constituted 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 Lender Services LLC in the capacities described above are listed in
the Exhibit Index.
Wells Fargo Bank, National Association is the primary servicer and special
servicer of the 375 Park Avenue Mortgage Loan and the certificate
administrator of the Moffett Towers Phase II 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.
U.S. Bank National Association acts as trustee of the mortgage loans
serviced under the Pooling and Servicing Agreement and the Paramount
Building Mortgage Loan. Pursuant to the Pooling and Servicing Agreement
and the pooling and servicing agreement for the COMM 2013-CCRE9
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 and the Paramount
Building 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 an assessment of compliance
with applicable servicing criteria and an accountant's attestation report from
U.S. Bank, National Association. This entity was engaged by the certificate
administrator of the 375 Park Avenue Mortgage Loan to perform certain
custodial services. These custodial services are servicing functions included
within the servicing criteria set forth in Items 1122(d)(4)(i) and
1122(d)(4)(ii) of Regulation AB. Therefore, under the principles-based
definition of "servicer" set forth in Item 1101(j) or Regulation AB that looks
to the functions that an entity performs, this vendor is a "servicer" for the
purposes of Item 1122 of Regulation AB. See Compliance and Disclosure
Interpretations, Section 301.01 (Item 1101(j)).
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 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 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)).
With respect to the pari passu loan combination that includes the Paramount
Building Mortgage Loan and the Moffett Towers Phase II Mortgage Loan,
(i) the report on assessment of compliance with servicing criteria and
attestation report on assessment of compliance with servicing criteria of
KeyBank National Association (as successor to KeyCorp Real Estate Capital
Markets, Inc.), as primary servicer of the Paramount Building Mortgage
Loan listed on the Exhibit Index is omitted from this Annual Report on Form
10-K as it is not required to be included on this Annual Report on Form 10-K
per Instruction 3 to Items 1122 of Regulation AB because it is a party
performing activities that address servicing criteria relating to 5% or less
of the assets of the issuing entity and (ii) the servicer compliance statements
of KeyBank National Association as successor to KeyCorp Real Estate Capital
Markets, Inc.), as primary servicer of the Paramount Building Mortgage
Loan and Situs Holdings, LLC, as special servicer of the Moffett Towers
Phase II Mortgage Loan listed on the Exhibit Index are omitted from this
Annual Report on Form 10-K as they are not required by Items 1123 of
Regulation AB to be included on this Annual Report on Form 10-K because
they are each an unaffiliated party that is not a "servicer" that meets the
criteria in Item 1108(a)(2)(i) through (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 375 Park Avenue Mortgage Loan (Loan Number 1 on Annex A-1 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 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 $58,571,334.00 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, Citibank, N.A. as certificate administrator and custodian,
Wells Fargo Bank, National Association, as trustee certificate administrator
and custodian, and KeyBank National Association, as primary servicer:
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 and the pooling and
servicing agreement for the COMM 2013-CCRE9 Transaction.
Citibank, N.A. ("Citibank") is acting as Certificate Administrator and
Custodian of the CGCMT 2013-375P Transaction. In the ordinary course of
business, Citibank is involved in a number of legal proceedings, including
in connection with its role as trustee of certain RMBS transactions.
Certain of these Citibank as trustee-related matters are disclosed herein.
On June 18, 2014, a civil action was filed against Citibank in the Supreme
Court of the State of New York by a group of investors in 48 private-label
RMBS trusts for which Citibank allegedly serves or did serve as trustee,
asserting claims for purported violations of the Trust Indenture Act of
1939 (the "Trust Indenture Act"), breach of contract, breach of fiduciary
duty and negligence based on Citibank's alleged failure to perform its
duties as trustee for the 48 RMBS trusts. On November 24, 2014, plaintiffs
sought leave to withdraw this action. On the same day, a smaller subset of
similar plaintiff investors in 27 private-label RMBS trusts for which
Citibank allegedly serves or did serve as trustee, filed a new civil action
against Citibank in the United States District Court for the Southern
District of New York asserting similar claims as the prior action filed in
state court. In January 2015, the court closed plaintiffs' original state
court action. Citibank's motion to dismiss the federal complaint was fully
briefed as of May 13, 2015. On September 8, 2015, the federal court
dismissed all claims as to 24 of the 27 trusts and allowed certain of the
claims to proceed as to the other three trusts. Subsequently, plaintiffs
voluntarily dismissed all claims with respect to two of the three trusts.
This case is still pending as to the one remaining trust at issue.
On November 24, 2015, the same investors that brought the federal case
brought a new civil action in the Supreme Court of the State of New York
related to 25 private-label RMBS trusts for which Citibank allegedly serves
or did serve as trustee. This case includes the 24 trusts previously
dismissed in the federal action, and one additional trust. The investors
assert claims for breach of contract, breach of fiduciary duty, breach of
duty to avoid conflicts of interest, and violation of New York's Streit Act
(the "Streit Act"). Citibank's motion to dismiss was fully briefed as of
April 15, 2016. Following oral argument on Citibank's motion to dismiss,
Plaintiffs filed an amended complaint on August 5, 2016. Citibank's motion
to dismiss the amended complaint was fully briefed as of October 21, 2016.
We await a decision.
On August 19, 2015, the Federal Deposit Insurance Corporation (FDIC) as
Receiver for a financial institution filed a civil action against Citibank
in the Southern District of New York. This action relates to one private-
label RMBS trust for which Citibank formerly served as trustee. FDIC
asserts claims for breach of contract, violation of the Streit Act, and
violation of the Trust Indenture Act. Citibank jointly briefed a motion
to dismiss with The Bank of New York Mellon and U.S. Bank, entities that
have also been sued by FDIC in their capacity as trustee, and whose cases
are also in front of Judge Carter. Defendants' joint motion to dismiss was
fully briefed as of March 22, 2016. On September 30, 2016, the Court
granted Citibank's motion to dismiss the complaint without prejudice for
lack of subject matter jurisdiction. On October 14, 2016, FDIC filed a
motion for reargument or relief from judgment from the Court's dismissal
order. On October 25, 2016, the court granted leave for defendants to
file an opposition brief. Defendants filed their opposition on November 15,
2016 and Plaintiff filed its reply brief on November 22, 2016. We await
a decision from the Court on plaintiff's motion.
There can be no assurances as to the outcome of litigation or the possible
impact of litigation on the trustee or the RMBS trusts. However, Citibank
denies liability and continues to vigorously defend against these
litigations. Furthermore, neither the above-disclosed litigations nor any
other pending legal proceeding involving Citibank will materially affect
Citibank's ability to perform its duties as Certificate Administrator and
Custodian under the Trust and Servicing Agreement for the CGCMT 2013-375P
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.
On February 23, 2016, a certificate holder 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 certificate holder, pursuant to an
exercise of the fair value option set forth in the Pooling and
Servicing Agreement governing the Trust. 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, and have contested the claims asserted against
them, filing a motion to dismiss the case. On November 28, 2016, the
Servicers' motion to dismiss was granted. The plaintiff certificate
holder has filed a notice of appeal, and the appeal is pending.
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 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 Moffett Towers Phase II Mortgage Loan,
which is being serviced and administered pursuant to the pooling and
servicing agreement for the COMM 2013-CCRE7 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-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, which is
being serviced and administered pursuant to the trust and servicing
agreement for the CGCMT 2013-375P Transaction, 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, which
is being serviced and administered pursuant to the pooling and servicing
agreement for the COMM 2013-CCRE9 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-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).
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statement furnished pursuant to Item 1123 of
Regulation AB by Wells Fargo Bank, National Association ("Wells Fargo")
attached to this Annual Report on Form 10-K as Exhibit 35.6 with respect
to the Moffett Towers Phase II Mortgage Loan, which is being serviced
and administered pursuant to the pooling and servicing agreement for the
COMM 2013-CCRE7 Transaction, discloses the following failure to comply
with the pooling and servicing agreement for the COMM 2013-CCRE7
Transaction:
The September 12, 2016 distribution (the "September Distribution") due to
holders of certificates of the COMM 2013-CCRE7 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates Series 2013-CCRE7, was made one
business day late on September 13, 2016 by Wells Fargo. The inadvertent
delay in the required distribution, consisting of approximately $25.117
million, was due to a payment systems error that occurred in connection
with a recent conversion to a new payment system. The payments were
disbursed the following day to holders. The impact of this error was
limited to the September Distribution.
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 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 under Commission File No. 333-184376-04 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 under Commission File No.
333-184376-04 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, Citibank, N.A., as
Certificate Administrator and U.S. Bank National Association, as
Trustee (filed as Exhibit 4.1 to the registrant's Current Report on
Form 8-K filed on February 5, 2014 under Commission File No.
333-184376-04 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
under Commission File No. 333-184376-04 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 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 Moffett Towers Phase II Mortgage Loan
(see Exhibit 33.1)
33.7 Situs Holdings, LLC, as Special Servicer of the Moffett Towers Phase II
Mortgage Loan
33.8 Wells Fargo Bank, National Association, as Trustee and Certificate
Administrator of the Moffett Towers Phase II Mortgage Loan
33.9 Wells Fargo Bank, National Association, as Custodian of the Moffett
Towers Phase II Mortgage Loan
33.10 Park Bridge Lender Services LLC, as Operating Advisor of the Moffett
Towers Phase II Mortgage Loan (see Exhibit 33.5)
33.11 Wells Fargo Bank, National Association, as Primary Servicer of the 375
Park Avenue Mortgage Loan
33.12 Wells Fargo Bank, National Association, as Special Servicer of the 375
Park Avenue Mortgage Loan (see Exhibit 33.11)
33.13 U.S. Bank National Association, as Trustee of the 375 Park Avenue
Mortgage Loan (Omitted. See Explanatory Notes.)
33.14 Citibank, N.A., as Certificate Administrator and Custodian of the 375
Park Avenue Mortgage Loan
33.15 U.S. Bank National Association, as Servicing Function Participant of the
375 Park Avenue Mortgage Loan
33.16 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the 375 Park Avenue Mortgage Loan
33.17 National Tax Search, LLC, as Servicing Function Participant of the 375
Park Avenue Mortgage Loan
33.18 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Primary Servicer of the Paramount Building
Mortgage Loan (Omitted. See Explanatory Notes.)
33.19 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the Paramount Building Mortgage Loan
(see Exhibit 33.1)
33.20 U.S. Bank National Association, as Trustee of the Paramount Building
Mortgage Loan (Omitted. See Explanatory Notes.)
33.21 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian of the Paramount Building Mortgage Loan (see Exhibit 33.4)
33.22 Park Bridge Lender Services LLC, as Operating Advisor of the
Paramount Building Mortgage Loan (see Exhibit 33.5)
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 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 Moffett Towers Phase II Mortgage Loan
(see Exhibit 34.1)
34.7 Situs Holdings, LLC, as Special Servicer of the Moffett Towers Phase II
Mortgage Loan
34.8 Wells Fargo Bank, National Association, as Trustee and Certificate
Administrator of the Moffett Towers Phase II Mortgage Loan
34.9 Wells Fargo Bank, National Association, as Custodian of the Moffett
Towers Phase II Mortgage Loan
34.10 Park Bridge Lender Services LLC, as Operating Advisor of the Moffett
Towers Phase II Mortgage Loan (see Exhibit 34.5)
34.11 Wells Fargo Bank, National Association, as Primary Servicer of the 375
Park Avenue Mortgage Loan
34.12 Wells Fargo Bank, National Association, as Special Servicer of the 375
Park Avenue Mortgage Loan (see Exhibit 34.11)
34.13 U.S. Bank National Association, as Trustee of the 375 Park Avenue
Mortgage Loan (Omitted. See Explanatory Notes.)
34.14 Citibank, N.A., as Certificate Administrator and Custodian of the 375
Park Avenue Mortgage Loan
34.15 U.S. Bank National Association, as Servicing Function Participant of the
375 Park Avenue Mortgage Loan
34.16 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the 375 Park Avenue Mortgage Loan
34.17 National Tax Search, LLC, as Servicing Function Participant of the 375
Park Avenue Mortgage Loan
34.18 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Primary Servicer of the Paramount Building
Mortgage Loan (Omitted. See Explanatory Notes.)
34.19 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the Paramount Building Mortgage Loan
(see Exhibit 34.1)
34.20 U.S. Bank National Association, as Trustee of the Paramount Building
Mortgage Loan (Omitted. See Explanatory Notes.)
34.21 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian of the Paramount Building Mortgage Loan (see Exhibit 34.4)
34.22 Park Bridge Lender Services LLC, as Operating Advisor of the
Paramount Building Mortgage Loan (see Exhibit 34.5)
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 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Moffett Towers Phase II Mortgage Loan
(see Exhibit 35.1)
35.5 Situs Holdings, LLC, as Special Servicer of the Moffett Towers Phase II
Mortgage Loan (Omitted. See Explanatory Notes.)
35.6 Wells Fargo Bank, National Association, as Certificate Administrator of
the Moffett Towers Phase II Mortgage Loan
35.7 Wells Fargo Bank, National Association, as Primary Servicer of the 375
Park Avenue Mortgage Loan
35.8 Wells Fargo Bank, National Association, as Special Servicer of the 375
Park Avenue Mortgage Loan
35.9 Citibank, N.A., as Certificate Administrator of the 375 Park Avenue
Mortgage Loan
35.10 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Primary Servicer of the Paramount Building
Mortgage Loan (Omitted. See Explanatory Notes.)
35.11 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the Paramount Building Mortgage Loan
(see Exhibit 35.1)
35.12 Deutsche Bank Trust Company Americas, as Certificate Administrator of
the Paramount Building Mortgage Loan
99.1 Mortgage Loan Purchase Agreement, dated as of June 13, 2013, between
German American Capital Corporation and Deutsche Mortgage & Asset
Receiving Corporation (filed as Exhibit 99.1 to the registrant's
Current Report on Form 8-K filed on June 13, 2013 under Commission
File No. 333-184376-04 and incorporated by reference herein)
99.2 Mortgage Loan Purchase Agreement, dated as of June 13, 2013, between
Cantor Commercial Real Estate Lending, L.P. and Deutsche Mortgage &
Asset Receiving Corporation (filed as Exhibit 99.2 to the registrant's
Current Report on Form 8-K filed on June 13, 2013 under Commission
File No. 333-184376-04 and incorporated by reference herein)
99.3 Mortgage Loan Purchase Agreement, dated as of June 13, 2013, between
Natixis Real Estate Capital LLC and Deutsche Mortgage & Asset
Receiving Corporation (filed as Exhibit 99.3 to the registrant's
Current Report on Form 8-K filed on June 13, 2013 under Commission
File No. 333-184376-04 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
