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, 20152016
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: 333-184376-07
Central Index Key Number of the issuing entity: 0001584492
COMM 2013-LC13 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: 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 name of the sponsor as specified in its charter)
46-3607120
New York 46-3836082
(State or other jurisdiction of
46-7055933
incorporation or organization of
(I.R.S. Employer
the issuing entity)
46-3607120
46-3836082
46-7055933
(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 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 Morgan Stanley Bank of
America Merrill Lynch Trust 2013-C12 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 the MSBAM 2013-C12 Transaction,
which is incorporated by reference as Exhibit 4.2 to this Annual Report on
Form 10-K. Wells Fargo Bank, National Association asis the master servicer
under the pooling and servicing agreement for the MSBAM 2013-C12
Transaction, is also the primary servicer of this loan combination.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 MSBAM 2013-C12
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.
Midland Loan Services, a Division of PNC Bank, National Association is the
master servicer of the mortgage loans serviced under the Pooling and
Servicing Agreement and the special servicer of the 15 MetroTech Center
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.
U.S. Bank National Association acts as trustee of the mortgage loans
serviced under the Pooling and Servicing Agreement.Agreement and the 15 MetroTech
Center Mortgage Loan. Pursuant to the Pooling and Servicing Agreement
and the pooling and servicing agreement for 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, during the reporting period, the trustee
isdid 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 deliverItem 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 with respect to any
reporting period during which there were no servicing criteria
applicable toand accountant's attestation
report for the trustee, as was the case during the reporting period
covered by this Annual Report on Form 10-K.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 15 MetroTech
Center 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 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 servicesservicing 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 1122.1122 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 15
MetroTech Center Mortgage Loan, the servicer compliance statement of
Wells Fargo Bank, National Association as master servicer of the 15
MetroTech Center Mortgage Loan, listed on the Exhibit Index are omitted
from this Annual Report on Form 10-K as it is not required by Item 1123 of
Regulation AB to be included on this Annual Report on Form 10-K because
it is 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.
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 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 U.S. Bank National Association, as trustee, Deutsche Bank Trust Company Americas, as certificate administrator
and custodian and Wells Fargo Bank, National Association, as certificate
administrator and custodian:
Since 2014 various plaintiffs or groups of plaintiffs, primarily investors,
have filed claims against U.S.Deutsche Bank Trust Company Americas ("DBTCA") and Deutsche Bank National
AssociationTrust Company ("U.S. Bank"DBNTC"), have been sued by investors in its capacitycivil litigation
concerning their role as trustee or successor trustee (as the case may be) undertrustees of certain residential mortgage backed securities ("RMBS") trusts. The
plaintiffs or plaintiff groups have filed substantially similar complaints
against other RMBS trustees, including Deutsche Bank, Citibank, HSBC, Bank
of New York Mellon and Wells Fargo. The complaints against U.S. Bank
allege the trustee caused losses to investors as a result of alleged
failures by the sponsors, mortgage loan sellers and servicers for these
RMBS trusts and assert causes of action based upon the trustee's purported
failure to enforce repurchase obligations of mortgage loan sellers for
alleged breaches of representations and warranties concerning loan
quality. The complaints also assert that the trustee failed to notify
securityholders of purported events of default allegedly caused by
breaches of servicing standards by mortgage loan servicers and that the
trustee purportedly failed to abide by a heightened standard of care
following alleged events of default.
Currently U.S. Bank is a defendant in multiple actions alleging individual
or class action claims against the trustee with respect to multiple trusts
as described above with the most substantial case being: BlackRock
Balanced Capital Portfolio et al v. U.S. Bank National Association,
No. 605204/2015 (N.Y. Sup. Ct.) (class action alleging claims with respect
to approximately 794 trusts) and its companion case BlackRock Core Bond
Portfolio et al v. U.S Bank National Association, No. 14-cv-9401
(S.D.N.Y.). Some of the trusts implicated in the aforementioned Blackrock
cases, as well as other trusts, are involved in actions brought by
separate groups of plaintiffs related to no more than 100 trusts per case.
There can be no assurance as to the outcome of any of the litigation, or
the possible impact of these litigations on the trustee or the RMBS trusts. However, U.S. Bank denies liability and believes that it has
performed its obligations under the RMBS trusts in good faith, that its
actions were not the cause of losses to investors and that it has
meritorious defenses, and it intends to contest the plaintiffs' claims
vigorously.
On June 18, 2014, a group of investors, including funds managed by
Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed a
derivative action against Deutsche Bank Trust Company Americas ("DBTCA")DBNTC and Deutsche Bank National Trust Company ("DBNTC")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 as to the 64 trusts formed
under indentures for which it retained jurisdiction. Instead, the court
ordered plaintiffs to file an amended complaint as to those indenture
trusts.dismiss. On February 23,March 22, 2016, plaintiffs
filed an amended complaint as toin 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 64 indentureTIA, breach of
fiduciary duty, and breach of duty to avoid conflicts of interest. The
amended complaint alleges that the trusts includedat 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 the original U.S. District Court
complaint.a sum certain. On July 15,
2016, DBNTC and DBTCA will have an opportunityfiled a motion to file new defensive
motionsdismiss 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 thisplaintiffs' 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. ItDiscovery is anticipated that
plaintiffs will, in the near future, file a new state court complaint as
to some or all of the 500 trusts governed by Pooling and Servicing
Agreements which were dismissed from the U.S. District Court action.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 Noticesummons with notice in the Supreme Court of the
State of New York, state
court naming as defendantsNew York County, against DBNTC and DBTCA as trustees
of 37 RMBS trusts
(the "IKB Action"). Thethe trusts. On May 27, 2016, IKB served its complaint asserting claims
in the IKB Action appearfor breach of contract, breach of fiduciary duty, breach of duty
to be
substantively similar to the SDNY Action. The IKB Action is not styled
as a putative class action, but may attempt to bring derivative claims
on behalfavoid conflicts of interest, violation of New York's Streit Act,
violation of the named RMBS Trusts.Trust Indenture Act, violation of Regulation AB, and
violation of Section 9 of the Uniform Commercial Code. IKB alleges that
DBNTC and DBTCA intendsare 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 vigorously defenddismiss. 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 IKB Action.
DBTCAcourt. 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 civilputative 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 "Complaint""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 toto: (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, 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 (collectively, the "Additional
Complaints") alleging similar causes of action have been filed against
Wells Fargo Bank and other trustees in the same courtDistrict Court by RMBS
investors in these and other transactions, and these cases have been consolidatedagainst 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 Plaintiffsplaintiffs 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 litigation,litigations, or the possible
impact of the litigationlitigations 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 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-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 15 MetroTech Center Mortgage Loan, which
is being serviced and administered pursuant to the pooling and servicing
agreement for the MSBAM 2013-C12 Transaction, 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).
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 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 under Commission File
No. 333-184376-07 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 4.1 to the
registrant's Current Report on Form 8-K filed on February 5, 2014
under Commission File No. 333-184376-07 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 Rialto Capital Advisors, 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
33.433.5 Park Bridge Lender Services LLC, as Operating Advisor
33.533.6 Wells Fargo Bank, National Association, as Primary Servicer of the 15
MetroTech Center Mortgage Loan
33.633.7 Midland Loan Services, a Division of PNC Bank, National Association, as
Special Servicer of the 15 MetroTech Center Mortgage Loan
(see Exhibit 33.1)
33.733.8 U.S. Bank National Association, as Trustee of the 15 MetroTech Center
Mortgage Loan 33.8(Omitted. See Explanatory Notes.)
33.9 Wells Fargo Bank, National Association, as Certificate Administrator of
the 15 MetroTech Center Mortgage Loan
33.933.10 Wells Fargo Bank, National Association, as Custodian of the 15
MetroTech Center Mortgage Loan
33.1033.11 TriMont Real Estate Advisors, Inc., as Trust Advisor of the 15 MetroTech
Center Mortgage Loan
33.1133.12 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the 15 MetroTech Center Mortgage Loan
33.1233.13 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 U.S. Bank National Association, as Trustee (Omitted. See Explanatory
Notes.)
34.4 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian
34.434.5 Park Bridge Lender Services LLC, as Operating Advisor
34.534.6 Wells Fargo Bank, National Association, as Primary Servicer of the 15
MetroTech Center Mortgage Loan
34.634.7 Midland Loan Services, a Division of PNC Bank, National Association, as
Special Servicer of the 15 MetroTech Center Mortgage Loan
(see Exhibit 34.1)
34.734.8 U.S. Bank National Association, as Trustee of the 15 MetroTech Center
Mortgage Loan 34.8(Omitted. See Explanatory Notes.)
34.9 Wells Fargo Bank, National Association, as Certificate Administrator of
the 15 MetroTech Center Mortgage Loan
34.934.10 Wells Fargo Bank, National Association, as Custodian of the 15
MetroTech Center Mortgage Loan
34.1034.11 TriMont Real Estate Advisors, Inc., as Trust Advisor of the 15 MetroTech
Center Mortgage Loan
34.1134.12 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the 15 MetroTech Center Mortgage Loan
34.1234.13 National Tax Search, LLC, as Servicing Function Participant of the 15
MetroTech Center Mortgage Loan
35 Servicer compliance 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
35.4 Wells Fargo Bank, National Association, as Primary Servicer of the
15 MetroTech Center Mortgage Loan (Omitted. See Explanatory Notes.)
35.5 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the 15 MetroTech Center Mortgage Loan
(see Exhibit 35.1)
35.6 Wells Fargo Bank, National Association, as Certificate Administrator
of the 15 MetroTech Center Mortgage Loan (Omitted. See Explanatory
Notes.)
99.1 Mortgage Loan Purchase Agreement, dated as of September 27, 2013,
between German American Capital Corporation and 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
under Commission File No. 333-184376-07 and incorporated by
reference herein)
99.2 Mortgage Loan Purchase Agreement, dated as of September 27, 2013,
among Ladder Capital Finance LLC, Ladder Capital Finance Holdings
LLLP and Deutsche Mortgage & Asset Receiving Corporation Ladder Capital
Finance LLC and Ladder Capital Finance Holdings LLLP (filed as
Exhibit 99.2 to the registrant's Current Report on Form 8-K filed
on September 27, 2013 under Commission File No. 333-184376-07 and
incorporated by reference herein)
99.3 Mortgage Loan Purchase Agreement, dated as of September 27, 2013,
between Natixis Real Estate Capital LLC and 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 under Commission File No. 333-184376-07 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 24, 20162017
/s/ Matt Smith
Matt Smith,Natalie Grainger
Natalie Grainger, Director
Date: March 24, 2016
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 under Commission
File No. 333-184376-07 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 4.1 to the
registrant's Current Report on Form 8-K filed on February 5, 2014
under Commission File No. 333-184376-07 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 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 TriMont Real Estate Advisors, Inc., 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 TriMont Real Estate Advisors, Inc., 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 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
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 as of 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 under Commission File No. 333-184376-07 and incorporated
by reference herein)
99.2 Mortgage Loan Purchase Agreement, dated as of September 27, 2013,
among Deutsche Mortgage & Asset Receiving Corporation, Ladder Capital
Finance LLC and Ladder Capital Finance Holdings LLLP (filed as
Exhibit 99.2 to the registrant's Current Report on Form 8-K filed
on September 27, 2013 under Commission File No. 333-184376-07 and
incorporated by reference herein)
99.3 Mortgage Loan Purchase Agreement, dated as of 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 under
Commission File No. 333-184376-07 and incorporated by reference
herein)2017