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, 20132014
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _______________ from ____________________
Commission file number of the issuing entity: 333-184376-07
Central Index Key Number of the issuing entity: 0001584492
COMM 2013-LC13 Mortgage Trust
(Exact(exact name of the issuing entity as specified in its Charter)charter)
Central Index Key Number of the depositor: 0001013454
Deutsche Mortgage & Asset Receiving Corporation
(Exact(exact name of the depositor as specified in its Charter)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: 0001541468
Ladder Capital Finance LLC
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001542256
Natixis Real Estate Capital LLC
(Exact names(exact name of the sponsorssponsor as specified in their Charters)
46-3607120
46-3836082its charter)
New York 46-705593346-3607120
(State or other jurisdiction of 46-3836082
incorporation or organization 46-7055933
of the issuing entity) (I.R.S. Employer
incorporation or organization) Identification No.)Numbers)
c/o Deutsche Bank Trust Company Americas
as Certificate Administrator
1761 East St. Andrew Place
Santa Ana, CA
92705
(Address of principal executive offices)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 ___ [ ]Yes [X]No X
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes ___ [ ]Yes [X]No X
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. [X]Yes X No ___[ ]No
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section
232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).
Not Applicable.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 the definitions of "large accelerated filer,"filer", "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check One):
Large accelerated filer ___[ ] Accelerated Filer ___filer [ ]
Non-accelerated Filer Xfiler [X] (Do not Checkcheck 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 ___ [ ]Yes [X]No X
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the of the last business day of the registrant's most recently
completed second fiscal quarter.
Not Applicable.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.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.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
capacitycapacities indicated on the Exhibit Index) with respect to the 15 MetroTech
Center Mortgage Loan, which constituted approximately 7.4% of the asset pool
of the issuing entity as of its cut-off date. The 15 MetroTech Center
Mortgage Loan is an asset of the issuing entity and is part of a loan
combination that includes the 15 MetroTech Center Mortgage Loan and one other
pari passu loan, which is not an asset of the issuing entity. This loan
combination, including the 15 MetroTech Center 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 15
MetroTech Center loan combination in the MSBAM 2013-C12 Mortgage Trust
transaction, Commission File Number 333-180779-05 (the "MSBAM 2013-C12
Transaction"). After the closing of the MSBAM 2013-C12 Transaction on
October 23, 2013, this loan combination, including the 15 MetroTech Center
Mortgage Loan was, and will continue to be, serviced and administered
pursuant to the pooling and servicing agreement with respect to
MSBAM 2013-C12 Transaction, which is incorporated by reference under
Exhibit 4.2 to this Annual Report on Form 10-K.
The portion of the 15 MetroTech Mortgage Loan included in the issuing
entity and serviced pursuant to the pooling and servicing agreement with
respect to MSBAM 2013-C12 Transaction constitute more than 5%, but less
than 10%, of the pool assets of the issuing entity. Therefore, the
Depositor included in this Annual Report on Form 10-K an assessment of
compliance with applicable servicing criteria for Wells Fargo Bank,
National Association and an accountant's attestation report pursuant to
Item 1122 of Regulation AB because Wells Fargo Bank, National
Association is servicing more than 5% of the pool assets. However, the
Depositor is not required to include in this Annual Report on Form 10-K
a servicer compliance statement pursuant to Item 1123 of Wells Fargo
Bank, National Association because Wells Fargo Bank, National
Association is unaffiliated servicers servicing less than 10% of pool
assets.
Midland Loan Services, a Division of PNC Bank, National Association
("Midland") is the master servicer of the loans serviced under the Pooling
and Servicing Agreement and the special servicer of the 15 MetroTech Center
Mortgage Loan. Thus, Midland is a "servicer," as defined in Item 1108(a)(2)
(iii) of Regulation AB, with respect to the 15 MetroTech Center Mortgage Loan
because it is servicing mortgage loans which constituted 10% or more of the
assets of the issuing entity as of its cut-off date. The assessments of
compliance with applicable servicing criteria, accountants' attestation
reports and servicer compliance statements delivered by Midland in the
capacities described above are listed in the Exhibit Index.
U. S. Bank National Association acts as Trusteetrustee of the issuing entity.entity and
the 15 MetroTech Center Mortgage Loan. Pursuant to the Pooling and
Servicing Agreement and the Trusteepooling and servicing agreement with respect to
the MSBAM 2013-C12 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,
the Trusteetrustee is not required to deliver such assessment of compliance with
applicable servicing criteria with respect to any reporting period during
which there was no servicing criteria applicable to the Trustee,trustee, as was the
case during the reporting period covered by this Annual Report on Form 10-K.
As a result, this Annual Report on Form 10-K does not include an assessment
of compliance with applicable servicing criteria of the Trustee.trustee. The
assessment of compliance with applicable servicing criteria of the Master Servicermaster
servicer covers Item 1122(d)(2)(iii) of Regulation AB.
This Annual Report on Form 10-K includes assessments of compliance with
applicable servicing criteria and accountant's attestation reports from
CoreLogic Commercial Real Estate Services, Inc. and National Tax Search,
LLC. These entities were engaged by the primary servicer of the
15 MetroTech Center Mortgage Loan to remit tax payments received from the
escrow accounts of borrowers to local taxing authorities, to report tax
amounts due, to verify tax parcel information, and to verify non-escrow
tax payments. These services are included within the servicing criteria
set forth in Items 1122(d)(4)(xi) and 1122(d)(4)(xii). Therefore, under
the principles-
basedprinciples-based definition of "servicer" set forth in Item 1101(j),
that looks to the functions that an entity performs, these vendors are
"servicers" for the purposes of Item 1122. See Manual
of Publicly Available TelephoneCompliance and Disclosure
Interpretations, Section 3, Item301.01 (Item 1101(j)).
PART I
ITEMItem 1. Business.
Omitted.
ITEMItem 1A. Risk Factors.
Omitted.
ITEMItem 1B. Unresolved Staff Comments.
None.
ITEMItem 2. Properties.
Omitted.
ITEMItem 3. Legal Proceedings.
Omitted.
ITEMItem 4. Mine Safety Disclosures.
Not Applicable.applicable.
PART II
ITEMItem 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
Omitted.
ITEMItem 6. Selected Financial Data.
Omitted.
ITEMItem 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
ITEMItem 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
ITEMItem 8. Financial Statements and Supplementary Data.
Omitted.
ITEMItem 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Omitted.
ITEMItem 9A. Controls and Procedures.
Omitted.
ITEMItem 9B. Other Information.
None.
PART III
ITEMItem 10. Directors, Executive Officers and Corporate Governance.
Omitted.
ITEMItem 11. Executive Compensation.
Omitted.
ITEMItem 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
Omitted.
ITEMItem 13. Certain Relationships and Related Transactions, and Director
Independence.
Omitted.
ITEMItem 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
No single obligor represents 10% or more of the pool assets held by the
issuing entity.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider
Information.
No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this transaction as
described under Item 1114 (a) of Regulation AB.
Item 1115(b) of Regulation AB, Certain DerivativeDerivatives Instruments (Financial
Incorporation)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.parties, and the following,
with respect to U.S. Bank National Association, as trustee, Deutsche Bank
Trust Company Americas, as certificate administrator, and Wells Fargo Bank,
N.A., as certificate administrator:
In June 2014, a civil complaint was filed in the Supreme Court of the State
of New York, New York County, by a group of institutional investors against
U.S. Bank National Association ("U.S. Bank"), in its capacity as trustee or
successor trustee (as the case may be) under certain residential mortgage
backed securities ("RMBS") trusts. The plaintiffs are investment funds formed
by nine investment advisors (AEGON, BlackRock, Brookfield, DZ Bank, Kore,
PIMCO, Prudential, Sealink and TIAA) that purport to be bringing suit
derivatively on behalf of 841 RMBS trusts that issued $771 billion in
original principal amount of securities between 2004 and 2008. According to
the plaintiffs, cumulative losses for these RMBS trusts equal $92.4 billion
as of the date of the complaint. The complaint is one of six similar
complaints filed against RMBS trustees (Deutsche Bank, Citibank, HSBC, Bank
of New York Mellon and Wells Fargo) by certain of these plaintiffs. The
complaint against U.S. Bank alleges the trustee caused losses to investors
as a result of alleged failures by the sponsors, mortgage loan sellers and
servicers for these RMBS trusts and asserts causes of action based upon the
trustee's purported failure to enforce repurchase obligations of mortgage
loan sellers for alleged breaches of representations and warranties
concerning loan quality. The complaint also asserts that the trustee failed
to notify securityholders of purported events of default allegedly caused by
breaches by mortgage loan servicers and that the trustee purportedly failed
to abide by appropriate standards of care following events of default.
Relief sought includes money damages in an unspecified amount and equitable
relief. In November 2014, the plaintiffs sought leave to voluntarily dismiss
their original state court complaint and filed a substantially similar
complaint in the United States District Court for the Southern District of
New York. The federal civil complaint added a class action allegation and a
change in the total number of named trusts to 843 RMBS trusts. In December
2014, the plaintiffs' motion to voluntarily dismiss their original state
court complaint was granted. Other cases alleging similar causes of action
have previously been filed against U.S. Bank and other trustees by RMBS
investors in other transactions.
There can be no assurances as to the outcome of the litigation, or the
possible impact of the litigation on the trustee or the RMBS trusts.
However, U.S. Bank denies liability and believes that it has performed its
obligations under the RMBS trusts in good faith, that its actions were not
the cause of losses to investors and that it has meritorious defenses, and
it intends to contest the plaintiffs' claims vigorously.
Deutsche Bank Trust Company Americas ("DBTCA") has been named as a defendant
in civil litigation concerning its role as trustee of certain residential
mortgage backed securities ("RMBS") trusts. On June 18, 2014, a group of
investors ("Plaintiff Investors") filed a civil action against DBTCA and
Deutsche Bank National Trust Company ("DBNTC") in New York State Supreme
Court purportedly on behalf of and for the benefit of 544 private-label
RMBS trusts asserting claims for alleged violations of the Trust Indenture
Act of 1939, breach of contract, breach of fiduciary duty and negligence
based on DBTCA's and DBNTC's alleged failure to perform their obligations
as trustees for the trusts (the "NY Derivative Action"). An amended
complaint was filed on July 16, 2014, adding Plaintiff Investors and RMBS
trusts to the NY Derivative Action. On November 24, 2014, the Plaintiff
Investors moved to voluntarily dismiss the NY Derivative Action without
prejudice. Also on November 24, 2014, substantially the same group of
Plaintiff Investors filed a civil action against DBTCA and DBNTC in the
United States District Court for the Southern District of New York (the
"SDNY Action"), making substantially the same allegations as the New York
Derivative Action with respect to 564 RMBS trusts (542 of which were at
issue in the NY Derivative Action). The SDNY Action is styled both as a
derivative action on behalf of the named RMBS Trusts and, in the
alternative, as a putative class action on behalf of holders of RMBS
representing interests in those RMBS trusts. DBTCA is vigorously defending
the SDNY Action. DBTCA has no pending legal proceedings (including, based
on DBTCA's present evaluation, the litigation disclosed in this paragraph)
that would materially affect its ability to perform its duties as Trustee
on behalf of the Certificateholders.
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., 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
civil complaint in the United States District Court for the Southern District
of New York against Wells Fargo Bank, N.A., alleging claims against the bank
in its capacity as trustee for 274 RMBS trusts (the "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 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 Complaint against Wells Fargo
Bank, N.A. 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) enforce repurchase obligations of mortgage loan sellers for purported
breaches of representations and warranties, (ii) notify investors of alleged
events of default purportedly caused by breaches by mortgage loan servicers,
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, N.A. and other
trustees by RMBS investors in these and other transactions. There can be no
assurances as to the outcome of the litigation, or the possible impact of the
litigation on the trustee or the RMBS trusts. However, Wells Fargo Bank, N.A.
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 September 27, 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-backedasset-
backed securities and related attestation reports on such assessments of
compliance 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-backedasset-
backed securities and related attestation reports on such assessments of
compliance with respect to the 15 MetroTech Center Mortgage Loan are attached
hereto under Item 15 to this Annual Report on Form 10-K. Attached as Schedule
X to the pooling and servicing agreement for the MSBAM 2013-C12 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 MSBAM 2013-C12 Transaction responsible for each applicable servicing
criteria set forth in Item 1122(d).
The assessment of compliance with applicable servicing criteria for the
twelve months ended December 31, 2013, furnished pursuant to Item 1122 of
Regulation AB by National Tax Search, LLC (the "2013 NTS Assessment") for
its commercial real estate mortgage loans platform, discloses that material
instances of noncompliance occurred with respect to the servicing criterion
described in Item 1122(d)(2)(vii) of Regulation AB. The 2013 NTS Assessment
is attached to this Form 10-K as Exhibit 33.12. The material instances
of noncompliance disclosed in the 2013 NTS Assessment attached are as
follows:
Material Instances of Noncompliance by National Tax Search, LLC
1122(d)(2)(vii): Reconciliations are prepared on a monthly basis for all
asset-backed securities related to bank accounts, including custodial
accounts and related clearing accounts. These reconciliations (B) Are
prepared within 30 calendar days after the bank statement cutoff date,
or such other number of days Specificied (sic) in the transaction
agreement and (D) Contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specificied (sic) in
transaction agreements.
Noncompliance
During the reporting period, certain reconciliations were not
completed within 30 calendar days after the bank statement
cutoff date. Certain reconciling items lacked proper
explanations and were not resolved within 90 day (sic) calendar
days of their original identification.
Remediation
Management corrected the timeliness of reconciliations within
the Period and Plante Moran auditors have reviewed, under an
agreed-upon procedures engagement, the compliance with the
servicing criteria of section 1122(d)(2)(vii), attributes
B & D, as defined above, as of January 31, 2014, noting no
matters of concern.
In the first quarter of 2014 Management will also complete installation
of a Treasury Workstation system, which allows for the automation of
daily reconciliation allowing for review and research throughout the
month instead of the days after a bank statement cutoff date. This
daily reconciliation will be accompanied by proper explanation of all
reconciling items. Management will review any items that require
resolution and reporting will provide aging of items at 30, 45 and 60
day levels to prevent exceeding the 90 calendar day requirement.
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached as Exhibits to this Annual
Report on Form 10-K.
PARTPart IV
ITEMItem 15. Exhibits, Financial Statement Schedules.
(a) The following is a list of documents filed as a part of this annual
reportAnnual Report
on Form 10-K:
(1) Not Applicableapplicable
(2) Not Applicableapplicable
(3) See below
4.1 Pooling and Servicing Agreement, dated as of September 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, Rialto Capital Advisors, 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 to the registrant's Current Report on Form 8-K, filed on
September 27, 2013, and incorporated by reference herein).
4.2 Pooling and Servicing Agreement, dated as of October 1, 2013, by and
among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Midland Loan Services, a
Division of PNC Bank, National Association, as Special Servicer,
Trimont Real Estate Advisors, Inc., as Trust Advisor, U.S. Bank
National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, Certificate Registrar,
Authenticating Agent and Custodian (filed as Exhibit 4 to the
registrant's Current Report on Form 8-K,8-K/A filed on February 5,25, 2014
in connection with the MSBAM 2013-C12 Transaction and incorporated
by reference herein).
31 Rule 13a-14(d)/15d-14(d) Certification.
33 Reports on assessment of compliance with servicing criteria for
asset-backed securities.
33.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
33.2 Rialto Capital Advisors, LLC, as Special Servicer
33.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian
33.4 Park Bridge Lender Services LLC, as Operating Advisor
33.5 Wells Fargo Bank, National Association, as Primary Servicer of the
15 MetroTech Center Mortgage Loan
33.6 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the 15 MetroTech Center Mortgage Loan
(see Exhibit 33.1)
33.7 U.S. Bank National Association, as Trustee of the 15 MetroTech Center
Mortgage Loan
33.8 Wells Fargo Bank, National Association, as Certificate Administrator of
the 15 MetroTech Center Mortgage Loan
33.9 Wells Fargo Bank, National Association, as Custodian of the
15 MetroTech Center Mortgage Loan
33.10 TriMontTrimont Real Estate Advisors, as Trust Advisor of the 15 MetroTech
Center Mortgage Loan
33.11 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the 15 MetroTech Center Mortgage Loan
33.12 National Tax Search, LLC, as Servicing Function Participant of the
15 MetroTech Center Mortgage Loan
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 Rialto Capital Advisors, LLC, as Special Servicer
34.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian
34.4 Park Bridge Lender Services LLC, as Operating Advisor
34.5 Wells Fargo Bank, National Association, as Primary Servicer of the
15 MetroTech Center Mortgage Loan
34.6 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the 15 MetroTech Center Mortgage Loan
(see Exhibit 34.1)
34.7 U.S. Bank National Association, as Trustee of the 15 MetroTech Center
Mortgage Loan
34.8 Wells Fargo Bank, National Association, as Certificate Administrator of
the 15 MetroTech Center Mortgage Loan
34.9 Wells Fargo Bank, National Association, as Custodian of the 15
MetroTech Center Mortgage Loan
34.10 TriMontTrimont Real Estate Advisors, as Trust Advisor of the 15 MetroTech
Center Mortgage Loan
34.11 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the 15 MetroTech Center Mortgage Loan
34.12 National Tax Search, LLC, as Servicing Function Participant of the
15 MetroTech Center Mortgage Loan
35 Servicer compliance statement.statements.
35.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
35.2 Rialto Capital Advisors, LLC, as Special Servicer
35.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian
35.4 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the 15 MetroTech Center Mortgage Loan
(see Exhibit 35.1)
99.1 Mortgage Loan Purchase Agreement, dated September 27, 2013, between
Deutsche Mortgage & Asset Receiving Corporation and German American
Capital Corporation (filed as Exhibit 99.1 to the registrant's Current
Report on Form 8-K filed on September 27, 2013 and incorporated by
reference herein).
99.2 Mortgage Loan Purchase Agreement, dated September 27, 2013, among
Deutsche Mortgage & Asset Receiving Corporation, Ladder Capital
Finance LLC and Ladder Capital Finance Holdings LLLP (filed as Exhibit
99.2 Mortgage Loan Purchase Agreement, datedto the registrant's Current Report on Form 8-K filed on September
27, 2013 between
Deutsche Mortgage & Asset Receiving Corporation and German American
Capital Corporationincorporated by reference herein).
99.3 Mortgage Loan Purchase Agreement, dated September 27, 2013, between
Deutsche Mortgage & Asset Receiving Corporation and Natixis Real
Estate Capital LLC (filed as Exhibit 99.3 to the registrant's Current
Report on Form 8-K filed on September 27, 2013 and incorporated by
reference herein).
(b) The exhibits required to be filed by the Registrant pursuant to Item
601 of Regulation S-K are listed above and in the Exhibit Index that
immediately follows the signature page hereof.
(c) Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Deutsche Mortgage & Asset Receiving Corporation
(Depositor)
/s/ Helaine M. Kaplan
____________________________
Helaine M. Kaplan, President
(senior officer in charge of securitization of the depositor)
Date: March 28, 201426, 2015
/s/ Natalie D. Grainger
____________________________
Natalie D. Grainger, Vice President
Date: March 28, 201426, 2015
EXHIBIT INDEX
Exhibit No.
4.1 Pooling and Servicing Agreement, dated as of September 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, Rialto Capital Advisors, 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 to the registrant's Current Report on Form 8-K, filed on
September 27, 2013, and incorporated by reference herein).
4.2 Pooling and Servicing Agreement, dated as of October 1, 2013, by and
among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Midland Loan Services, a
Division of PNC Bank, National Association, as Special Servicer,
Trimont Real Estate Advisors, Inc., as Trust Advisor, U.S. Bank
National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, Certificate Registrar,
Authenticating Agent and Custodian (filed as Exhibit 4 to the
registrant's Current Report on Form 8-K,8-K/A filed on February 5,25, 2014
in connection with the MSBAM 2013-C12 Transaction and incorporated
by reference herein).
31 Rule 13a-14(d)/15d-14(d) Certification.
33 Reports on assessment of compliance with servicing criteria for
asset-backed securities.
33.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
33.2 Rialto Capital Advisors, LLC, as Special Servicer
33.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian
33.4 Park Bridge Lender Services LLC, as Operating Advisor
33.5 Wells Fargo Bank, National Association, as Primary Servicer of the
15 MetroTech Center Mortgage Loan
33.6 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the 15 MetroTech Center Mortgage Loan
(see Exhibit 33.1)
33.7 U.S. Bank National Association, as Trustee of the 15 MetroTech Center
Mortgage Loan
33.8 Wells Fargo Bank, National Association, as Certificate Administrator of
the 15 MetroTech Center Mortgage Loan
33.9 Wells Fargo Bank, National Association, as Custodian of the
15 MetroTech Center Mortgage Loan
33.10 TriMontTrimont Real Estate Advisors, as Trust Advisor of the 15 MetroTech
Center Mortgage Loan
33.11 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the 15 MetroTech Center Mortgage Loan
33.12 National Tax Search, LLC, as Servicing Function Participant of the
15 MetroTech Center Mortgage Loan
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 Rialto Capital Advisors, LLC, as Special Servicer
34.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian
34.4 Park Bridge Lender Services LLC, as Operating Advisor
34.5 Wells Fargo Bank, National Association, as Primary Servicer of the
15 MetroTech Center Mortgage Loan
34.6 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the 15 MetroTech Center Mortgage Loan
(see Exhibit 34.1)
34.7 U.S. Bank National Association, as Trustee of the 15 MetroTech Center
Mortgage Loan
34.8 Wells Fargo Bank, National Association, as Certificate Administrator of
the 15 MetroTech Center Mortgage Loan
34.9 Wells Fargo Bank, National Association, as Custodian of the 15 MetroTech
Center Mortgage Loan
34.10 TriMontTrimont Real Estate Advisors, as Trust Advisor of the 15 MetroTech
Center Mortgage Loan
34.11 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the 15 MetroTech Center Mortgage Loan
34.12 National Tax Search, LLC, as Servicing Function Participant of the
15 MetroTech Center Mortgage Loan
35 Servicer compliance statement.statements.
35.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
35.2 Rialto Capital Advisors, LLC, as Special Servicer
35.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian
35.4 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the 15 MetroTech Center Mortgage Loan
(see Exhibit 35.1)
99.1 Mortgage Loan Purchase Agreement, dated September 27, 2013, between
Deutsche Mortgage & Asset Receiving Corporation and German American
Capital Corporation (filed as Exhibit 99.1 to the registrant's Current
Report on Form 8-K filed on September 27, 2013 and incorporated by
reference herein).
99.2 Mortgage Loan Purchase Agreement, dated September 27, 2013, among
Deutsche Mortgage & Asset Receiving Corporation, Ladder Capital
Finance LLC and Ladder Capital Finance Holdings LLLP (filed as Exhibit
99.2 Mortgage Loan Purchase Agreement, datedto the registrant's Current Report on Form 8-K filed on September
27, 2013 between
Deutsche Mortgage & Asset Receiving Corporation and German American
Capital Corporationincorporated by reference herein).
99.3 Mortgage Loan Purchase Agreement, dated September 27, 2013, between
Deutsche Mortgage & Asset Receiving Corporation and Natixis Real
Estate Capital LLC (filed as Exhibit 99.3 to the registrant's Current
Report on Form 8-K filed on September 27, 2013 and incorporated by
reference herein).