UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period to _______________ from _______________
Commission file number of issuing entity: 333-184376-10
COMM 2013-CCRE13 Mortgage Trust
(Exact name of issuing entity as specified in its Charter)
Deutsche Mortgage & Asset Receiving Corporation
(Exact name of depositor as specified in its Charter)
German American Capital Corporation
Cantor Commercial Real Estate Lending, L.P.
KeyBank National Association
Liberty Island Group I LLC
(Exact names of the sponsors as specified in their Charters)
46-4293300
46-4521829
New York 46-4507014
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Deutsche Bank Trust Company Americas
as Certificate Administrator
1761 East St. Andrew Place
Santa Ana CA 92705
(Address of principal executive offices) (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 ___ 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 ___ 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.
Yes X 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.
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. (Check One):
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 ___ 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.
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.
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 60 Hudson Street Mortgage Loan, the Saint Louis Galleria Mortgage Loan
and the Kalahari Resort and Convention Center Mortgage Loan, which
constituted approximately 11.3%, 9.0% and 9.0%, respectively, of the asset
pool of the issuing entity as of its cut-off date, are assets of the
issuing entity and is each part of a loan combination that includes the
60 Hudson Street Mortgage Loan, the Saint Louis Galleria Mortgage Loan and
the Kalahari Resort and Convention Center Mortgage Loan and one other pari
passu loan, which is not an asset of the issuing entity. These loan
combinations, including the 60 Hudson Street Mortgage Loan, the Saint Louis
Galleria Mortgage Loan and the Kalahari Resort and Convention Center
Mortgage Loan, are being serviced and administered pursuant to the Pooling
and Servicing Agreement, which is incorporated by reference as Exhibit 4.1
to this Annual Report on Form 10-K.
The Exhibit Index describes exhibits provided by certain parties (in their
capacity indicated on the Exhibit Index) with respect to the 175 West
Jackson Mortgage Loan, which constituted approximately 8.1% of the asset
pool of the issuing entity as of its cut-off date. The 175 West Jackson
Mortgage Loan is an asset of the issuing entity and is part of a loan
combination that includes the 175 West Jackson Mortgage Loan and one other
pari passu loan, which is not an asset of the issuing entity. The other
pari passu portion of this loan combination was securitized in the COMM
2013-CCRE12 Mortgage Trust transaction, Commission File Number 333-184376-09
(the "COMM 2013-CCRE12 Transaction"). This loan combination, including the
175 West Jackson Mortgage Loan, is being serviced and administered pursuant
to the pooling and servicing agreement for the COMM 2013-CCRE12 Transaction,
which is incorporated by reference under Exhibit 4.2 to this Annual Report
on Form 10-K.
Wells Fargo Bank, National Association ("Wells Fargo") is the master servicer
and special servicer of the loans serviced under the Pooling and Servicing
Agreement and primary servicer, certificate administrator and custodian of
the 175 West Jackson Mortgage Loan. Thus, Wells Fargo is a "servicer," as
defined in Item 1108(a)(iii) of Regulation AB, with respect to these loans
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 Wells Fargo in the
capacities described above are listed in the Exhibit Index.
U. S. Bank National Association acts as Trustee of the issuing entity.
Pursuant to the Pooling and Servicing Agreement, the Trustee is required
to provide an assessment of compliance with applicable servicing criteria
solely with respect to Item 1122(d)(2)(iii) of Regulation AB (regarding
advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances,
are made, reviewed and approved as specified in the transaction.
agreements). However, the Trustee is not required to deliver such
assessment of compliance with applicable servicing criteria with respect
to any reporting period during which there was no servicing criteria
applicable to the Trustee, as was the case during the reporting period
covered by this Annual Report on Form 10-K. As a result, this Annual
Report on Form 10-K does not include an assessment of compliance with
applicable servicing criteria of the Trustee. The assessment of
compliance with applicable servicing criteria of the Master 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 master servicer and the primary
servicer of the 175 West Jackson 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-based definition of
"servicer" set forth in Item 1101(j), these vendors are "servicers" for
the purposes of Item 1122. See Manual of Publicly Available Telephone
Interpretations, Section 3, Item 1101(j).
PART I
ITEM 1. Business.
Omitted.
ITEM 1A. Risk Factors.
Omitted.
ITEM 1B. Unresolved Staff Comments.
None.
ITEM 2. Properties.
Omitted.
ITEM 3. Legal Proceedings.
Omitted.
ITEM 4. Mine Safety Disclosures.
Not Applicable.
PART II
ITEM 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Omitted.
ITEM 6. Selected Financial Data.
Omitted.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
ITEM 8. Financial Statements and Supplementary Data.
Omitted.
ITEM 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Omitted.
ITEM 9A. Controls and Procedures.
Omitted.
ITEM 9B. Other Information.
None.
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance.
Omitted.
ITEM 11. Executive Compensation.
Omitted.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Omitted.
ITEM 13. Certain Relationships and Related Transactions, and
Director Independence.
Omitted.
ITEM 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
The 60 Hudson Street Mortgage Loan (Loan Number 1 on Annex A of the
prospectus supplement of the Registrant relating to the issuing entity
filed on December 19, 2013 pursuant to Rule 424(b)(5)) constitutes a
significant obligor within the meaning of Item 1101(k)(2) of Regulation
AB. In accordance with Item 1112(b) of Regulation AB, the most recent
unaudited net operating income of the significant obligor was
$49,905,668.00 for the twelve-month period ended December 31, 2013.
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 Derivative Instruments
(Financial Incorporation).
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.
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 December 19, 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 175 West Jackson Mortgage Loan, which is
being serviced and administered pursuant to the pooling and servicing
agreement for the COMM 2013-CCRE12 Transaction, are attached hereto under
Item 15 to this Annual Report on Form 10-K. Attached as Schedule II to the
pooling and servicing agreement for the COMM 2013-CCRE12 Transaction
incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K
is a chart identifying the entities participating in a servicing function
for the COMM 2013-CCRE12 Transaction responsible for each applicable
servicing criteria set forth in Item 1122(d).
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 33.6. 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.
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 KeyBank National Association (the "2013 KeyBank
Assessment") for its commercial real estate mortgage loans platform,
discloses that material instances of noncompliance occurred with respect to
the servicing criteria described in Items 1122(d)(4)(i) and 1122(d)(4)(x)(c)
of Regulation AB. The 2013 KeyBank Assessment is attached to this Form 10-K
as Exhibit 33.7. The material instances of noncompliance disclosed in the
2013 KeyBank Assessment are as follows:
1) KeyBank National Association ("KeyBank") has identified the following
material instances of noncompliance with servicing criteria
1122(d)(4)(i) and 1122(d)(4)(x)(c)applicable to the commercial loans
securitized during the year ended December 31, 2013, as follows:
i) 1122(d)(4)(i) - Collateral or security on pool assets is
maintained as required by the transaction agreements or related
pool asset documents.
ii) 1122(d)(4)(x)(c) - Regarding any funds held in trust for an
obligor (such as escrow accounts): Such funds are returned to the
obligor within 30 calendar days of full repayment of the related
pool asset, or such other number of days specified in the
transaction agreements.
2) KeyBank has implemented the following remediation procedures:
i) 1122(d)(4)(i) - Regarding UCC filings, it was discovered, upon
transfer of the servicing to KeyBank from the previous servicer,
that two loans did not have appropriate UCC filings originally
filed or continued. The loans have since been corrected, and
KeyBank determined that no liens were filed in front of the UCC
filing. All loans, for which servicing was transferred to
KeyBank during 2013, have been reviewed, and, the filings are
being maintained in accordance with the transaction agreements.
ii) 1122(d)(4)(x)(c) - Escrow funds were not returned to the obligor
within 30 calendar days of repayment. Appropriate steps have been
taken, including monthly status meetings, meeting minutes, and
revised procedures to insure that the refund of escrows occurs
within 30 calendar days of full repayment.
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 a 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 December 1, 2013, by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Wells
Fargo 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 Situs Holdings, LLC, as Operating Advisor (filed as Exhibit 4.1
to the registrant's Current Report on Form 8-K/A on January 14, 2014
and incorporated by reference herein).
4.2 Pooling and Servicing Agreement, dated as of November 1, 2013, by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, LNR
Partners, LLC, as Special Servicer, U.S. Bank National Association,
as Trustee, Wells Fargo Bank, National Association, as Certificate
Administrator, Paying Agent and Custodian, and Park Bridge Lender
Services LLC, as Operating Advisor (filed as Exhibit 4.1 to the
registrant's Current Report Form 8-K on February 5, 2014 in
connection with the COMM 2013-CCRE12 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 Wells Fargo Bank, National Association, as Master Servicer
33.2 Wells Fargo Bank, National Association, as Special Servicer
(see Exhibit 33.1)
33.3 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian
33.4 Situs Holdings, LLC, as Operating Advisor
33.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant
33.6 National Tax Search, LLC, as Servicing Function Participant
33.7 KeyBank National Association, as Primary Servicer
33.8 Wells Fargo Bank, National Association, as Primary Servicer
of the 60 Hudson Street Mortgage Loan (see Exhibit 33.1)
33.9 Wells Fargo Bank, National Association, as Special Servicer of
the 60 Hudson Street Mortgage Loan (see Exhibit 33.1)
33.10 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the 60 Hudson Street Mortgage
Loan (see Exhibit 33.3)
33.11 Situs Holdings, LLC, as Operating Advisor of the 60 Hudson
Street Mortgage Loan (see Exhibit 33.4)
33.12 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the 60 Hudson Street Mortgage Loan
(see Exhibit 33.5)
33.13 National Tax Search, LLC, as Servicing Function Participant
of the 60 Hudson Street Mortgage Loan (see Exhibit 33.6)
33.14 Wells Fargo Bank, National Association, as Primary Servicer
of the Saint Louis Galleria Mortgage Loan (see Exhibit 33.1)
33.15 Wells Fargo Bank, National Association, as Special Servicer
of the Saint Louis Galleria Mortgage Loan (see Exhibit 33.1)
33.16 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the Saint Louis Galleria
Mortgage Loan (see Exhibit 33.3)
33.17 Situs Holdings, LLC, as Operating Advisor of the Saint Louis
Galleria Mortgage Loan (see Exhibit 33.4)
33.18 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Saint Louis Galleria Mortgage Loan
(see Exhibit 33.5)
33.19 National Tax Search, LLC, as Servicing Function Participant of
the Saint Louis Galleria Mortgage Loan (see Exhibit 33.6)
33.20 Prudential Asset Resources, Inc., as Primary Servicer of the
Kalahari Resort Mortgage Loan
33.21 Wells Fargo Bank, National Association, as Special Servicer of
the Kalahari Resort Mortgage Loan (see Exhibit 33.1)
33.22 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian of the Kalahari Resort Mortgage Loan
(see Exhibit 33.3)
33.23 Situs Holdings, LLC, as Operating Advisor of the Kalahari Resort
Mortgage Loan (see Exhibit 33.4)
33.24 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Kalahari Resort Mortgage Loan
(see Exhibit 33.5)
33.25 National Tax Search, LLC, as Servicing Function Participant of
the Kalahari Resort Mortgage Loan (see Exhibit 33.6)
33.26 Wells Fargo Bank, National Association, as Primary Servicer of
the 175 West Jackson Mortgage Loan (see Exhibit 33.1)
33.27 LNR Partners, LLC, as Special Servicer of the 175 West Jackson
Mortgage Loan
33.28 Wells Fargo Bank, National Association, as Certificate
Administrator of the 175 West Jackson Mortgage Loan
33.29 Wells Fargo Bank, National Association, as Custodian of the
175 West Jackson Mortgage Loan
33.30 Park Bridge Lender Services LLC, as Operating Advisor of the
175 West Jackson Mortgage Loan
33.31 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the 175 West Jackson Mortgage Loan
(see Exhibit 33.5)
33.32 National Tax Search, LLC, as Servicing Function Participant of
the 175 West Jackson Mortgage Loan (see Exhibit 33.6)
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Wells Fargo Bank, National Association, as Master Servicer
34.2 Wells Fargo Bank, National Association, as Special Servicer
(see Exhibit 34.1)
34.3 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian
34.4 Situs Holdings, LLC, as Operating Advisor
34.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant
34.6 National Tax Search, LLC, as Servicing Function Participant
34.7 KeyBank National Association, as Primary Servicer
34.8 Wells Fargo Bank, National Association, as Primary Servicer
of the 60 Hudson Street Mortgage Loan (see Exhibit 34.1)
34.9 Wells Fargo Bank, National Association, as Special Servicer of
the 60 Hudson Street Mortgage Loan (see Exhibit 34.1)
34.10 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the 60 Hudson Street Mortgage
Loan (see Exhibit 34.3)
34.11 Situs Holdings, LLC, as Operating Advisor of the 60 Hudson
Street Mortgage Loan (see Exhibit 34.4)
34.12 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the 60 Hudson Street Mortgage Loan
(see Exhibit 34.5)
34.13 National Tax Search, LLC, as Servicing Function Participant of
the 60 Hudson Street Mortgage Loan (see Exhibit 34.6)
34.14 Wells Fargo Bank, National Association, as Primary Servicer of
the Saint Louis Galleria Mortgage Loan (see Exhibit 34.1)
34.15 Wells Fargo Bank, National Association, as Special Servicer of
the Saint Louis Galleria Mortgage Loan (see Exhibit 34.1)
34.16 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the Saint Louis Galleria
Mortgage Loan (see Exhibit 34.3)
34.17 Situs Holdings, LLC, as Operating Advisor of the Saint Louis
Galleria Mortgage Loan (see Exhibit 34.4)
34.18 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Saint Louis Galleria Mortgage
Loan (see Exhibit 34.5)
34.19 National Tax Search, LLC, as Servicing Function Participant of
the Saint Louis Galleria Mortgage Loan (see Exhibit 34.6)
34.20 Prudential Asset Resources, Inc., as Primary Servicer of the
Kalahari Resort Mortgage Loan
34.21 Wells Fargo Bank, National Association, as Special Servicer of
the Kalahari Resort Mortgage Loan (see Exhibit 34.1)
34.22 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the Kalahari Resort Mortgage
Loan (see Exhibit 34.3)
34.23 Situs Holdings, LLC, as Operating Advisor of the Kalahari
Resort Mortgage Loan (see Exhibit 34.4)
34.24 CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant of the Kalahari Resort Mortgage
Loan (see Exhibit 34.5)
34.25 National Tax Search, LLC, as Servicing Function Participant of
the Kalahari Resort Mortgage Loan (see Exhibit 34.6)
34.26 Wells Fargo Bank, National Association, as Primary Servicer of
the 175 West Jackson Mortgage Loan (see Exhibit 34.1)
34.27 LNR Partners, LLC, as Special Servicer of the 175 West Jackson
Mortgage Loan
34.28 Wells Fargo Bank, National Association, as Certificate
Administrator of the 175 West Jackson Mortgage Loan
34.29 Wells Fargo Bank, National Association, as Custodian of the
175 West Jackson Mortgage Loan
34.30 Park Bridge Lender Services LLC, as Operating Advisor of the
175 West Jackson Mortgage Loan
34.31 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the 175 West Jackson Mortgage Loan
(see Exhibit 34.5)
34.32 National Tax Search, LLC, as Servicing Function Participant of
the 175 West Jackson Mortgage Loan (see Exhibit 34.6)
35 Servicer compliance statement.
35.1 Wells Fargo Bank, National Association, as Master Servicer
35.2 Wells Fargo Bank, National Association, as Special Servicer
35.3 Deutsche Bank Trust Company Americas, as Certificate
Administrator
35.4 KeyBank National Association, as Primary Servicer of the
Mortgage Loans sold to the issuing entity by KeyBank
National Association
35.5 Wells Fargo Bank, National Association, as Primary Servicer of
the 60 Hudson Street Mortgage Loan (see Exhibit 35.1)
35.6 Wells Fargo Bank, National Association, as Special Servicer of
the 60 Hudson Street Mortgage Loan (see Exhibit 35.2)
35.7 Deutsche Bank Trust Company Americas, as Certificate
Administrator of the 60 Hudson Street Mortgage Loan
(see Exhibit 35.3)
35.8 Wells Fargo Bank, National Association, as Primary Servicer of
the Saint Louis Galleria Mortgage Loan (see Exhibit 35.1)
35.9 Wells Fargo Bank, National Association, as Special Servicer of
the Saint Louis Galleria Mortgage Loan (see Exhibit 35.2)
35.10 Deutsche Bank Trust Company Americas, as Certificate
Administrator of the Saint Louis Galleria Mortgage Loan
(see Exhibit 35.3)
35.11 Prudential Asset Resources, Inc., as Primary Servicer of the
Kalahari Resort Mortgage Loan
35.12 Wells Fargo Bank, National Association, as Special Servicer of
the Kalahari Resort Mortgage Loan (see Exhibit 35.2)
35.13 Deutsche Bank Trust Company Americas, as Certificate
Administrator of the Kalahari Resort Mortgage Loan
(see Exhibit 35.3)
35.14 Wells Fargo Bank, National Association, as Primary Servicer of
the 175 West Jackson Mortgage Loan
35.15 Wells Fargo Bank, National Association, as Certificate
Administrator of the 175 West Jackson Mortgage Loan
99.1 Mortgage Loan Purchase Agreement, dated as of December 13, 2013,
between Deutsche Mortgage & Asset Receiving Corporation and German
American Capital Corporation (filed as Exhibit 99.2 to the
registrant's Current Report on Form 8-K filed on January 14, 2014
and incorporated by reference herein).
99.2 Mortgage Loan Purchase Agreement, dated as of December 13, 2013,
between Deutsche Mortgage & Asset Receiving Corporation and Cantor
Commercial Real Estate Lending, L.P. (filed as Exhibit 99.1 to the
registrant's Current Report on Form 8-K filed on January 14, 2014
and incorporated by reference herein).
99.3 Mortgage Loan Purchase Agreement, dated as of December 13, 2013,
between Deutsche Mortgage & Asset Receiving Corporation and KeyBank
National Association (filed as Exhibit 99.3 to the registrant's
Current Report on Form 8-K filed on January 14, 2014 and
incorporated by reference herein).
99.4 Mortgage Loan Purchase Agreement, dated as of December 13, 2013,
between Deutsche Mortgage & Asset Receiving Corporation, Liberty
Island Group I LLC and Liberty Island Group LLC (filed as Exhibit
99.4 to the registrant's Current Report on Form 8-K filed on
January 14, 2014 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, 2014
/s/ Natalie D. Grainger
Natalie D. Grainger, Vice President
Date: March 28, 2014
EXHIBIT INDEX
Exhibit No.
4.1 Pooling and Servicing Agreement, dated as of December 1, 2013, by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Wells
Fargo 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 Situs Holdings, LLC, as Operating Advisor (filed as Exhibit 4.1
to the registrant's Current Report on Form 8-K/A on January 14, 2014
and incorporated by reference herein).
4.2 Pooling and Servicing Agreement, dated as of November 1, 2013, by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, LNR
Partners, LLC, as Special Servicer, U.S. Bank National Association,
as Trustee, Wells Fargo Bank, National Association, as Certificate
Administrator, Paying Agent and Custodian, and Park Bridge Lender
Services LLC, as Operating Advisor (filed as Exhibit 4.1 to the
registrant's Current Report Form 8-K on February 5, 2014 in
connection with the COMM 2013-CCRE12 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 Wells Fargo Bank, National Association, as Master Servicer
33.2 Wells Fargo Bank, National Association, as Special Servicer
(see Exhibit 33.1)
33.3 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian
33.4 Situs Holdings, LLC, as Operating Advisor
33.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant
33.6 National Tax Search, LLC, as Servicing Function Participant
33.7 KeyBank National Association, as Primary Servicer
33.8 Wells Fargo Bank, National Association, as Primary Servicer
of the 60 Hudson Street Mortgage Loan (see Exhibit 33.1)
33.9 Wells Fargo Bank, National Association, as Special Servicer of
the 60 Hudson Street Mortgage Loan (see Exhibit 33.1)
33.10 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the 60 Hudson Street Mortgage
Loan (see Exhibit 33.3)
33.11 Situs Holdings, LLC, as Operating Advisor of the 60 Hudson
Street Mortgage Loan (see Exhibit 33.4)
33.12 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the 60 Hudson Street Mortgage Loan
(see Exhibit 33.5)
33.13 National Tax Search, LLC, as Servicing Function Participant
of the 60 Hudson Street Mortgage Loan (see Exhibit 33.6)
33.14 Wells Fargo Bank, National Association, as Primary Servicer
of the Saint Louis Galleria Mortgage Loan (see Exhibit 33.1)
33.15 Wells Fargo Bank, National Association, as Special Servicer
of the Saint Louis Galleria Mortgage Loan (see Exhibit 33.1)
33.16 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the Saint Louis Galleria
Mortgage Loan (see Exhibit 33.3)
33.17 Situs Holdings, LLC, as Operating Advisor of the Saint Louis
Galleria Mortgage Loan (see Exhibit 33.4)
33.18 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Saint Louis Galleria Mortgage Loan
(see Exhibit 33.5)
33.19 National Tax Search, LLC, as Servicing Function Participant of
the Saint Louis Galleria Mortgage Loan (see Exhibit 33.6)
33.20 Prudential Asset Resources, Inc., as Primary Servicer of the
Kalahari Resort Mortgage Loan
33.21 Wells Fargo Bank, National Association, as Special Servicer of
the Kalahari Resort Mortgage Loan (see Exhibit 33.1)
33.22 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian of the Kalahari Resort Mortgage Loan
(see Exhibit 33.3)
33.23 Situs Holdings, LLC, as Operating Advisor of the Kalahari Resort
Mortgage Loan (see Exhibit 33.4)
33.24 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Kalahari Resort Mortgage Loan
(see Exhibit 33.5)
33.25 National Tax Search, LLC, as Servicing Function Participant of
the Kalahari Resort Mortgage Loan (see Exhibit 33.6)
33.26 Wells Fargo Bank, National Association, as Primary Servicer of
the 175 West Jackson Mortgage Loan (see Exhibit 33.1)
33.27 LNR Partners, LLC, as Special Servicer of the 175 West Jackson
Mortgage Loan
33.28 Wells Fargo Bank, National Association, as Certificate
Administrator of the 175 West Jackson Mortgage Loan
33.29 Wells Fargo Bank, National Association, as Custodian of the
175 West Jackson Mortgage Loan
33.30 Park Bridge Lender Services LLC, as Operating Advisor of the
175 West Jackson Mortgage Loan
33.31 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the 175 West Jackson Mortgage Loan
(see Exhibit 33.5)
33.32 National Tax Search, LLC, as Servicing Function Participant of
the 175 West Jackson Mortgage Loan (see Exhibit 33.6)
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Wells Fargo Bank, National Association, as Master Servicer
34.2 Wells Fargo Bank, National Association, as Special Servicer
(see Exhibit 34.1)
34.3 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian
34.4 Situs Holdings, LLC, as Operating Advisor
34.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant
34.6 National Tax Search, LLC, as Servicing Function Participant
34.7 KeyBank National Association, as Primary Servicer
34.8 Wells Fargo Bank, National Association, as Primary Servicer
of the 60 Hudson Street Mortgage Loan (see Exhibit 34.1)
34.9 Wells Fargo Bank, National Association, as Special Servicer of
the 60 Hudson Street Mortgage Loan (see Exhibit 34.1)
34.10 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the 60 Hudson Street Mortgage
Loan (see Exhibit 34.3)
34.11 Situs Holdings, LLC, as Operating Advisor of the 60 Hudson
Street Mortgage Loan (see Exhibit 34.4)
34.12 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the 60 Hudson Street Mortgage Loan
(see Exhibit 34.5)
34.13 National Tax Search, LLC, as Servicing Function Participant of
the 60 Hudson Street Mortgage Loan (see Exhibit 34.6)
34.14 Wells Fargo Bank, National Association, as Primary Servicer of
the Saint Louis Galleria Mortgage Loan (see Exhibit 34.1)
34.15 Wells Fargo Bank, National Association, as Special Servicer of
the Saint Louis Galleria Mortgage Loan (see Exhibit 34.1)
34.16 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the Saint Louis Galleria
Mortgage Loan (see Exhibit 34.3)
34.17 Situs Holdings, LLC, as Operating Advisor of the Saint Louis
Galleria Mortgage Loan (see Exhibit 34.4)
34.18 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Saint Louis Galleria Mortgage
Loan (see Exhibit 34.5)
34.19 National Tax Search, LLC, as Servicing Function Participant of
the Saint Louis Galleria Mortgage Loan (see Exhibit 34.6)
34.20 Prudential Asset Resources, Inc., as Primary Servicer of the
Kalahari Resort Mortgage Loan
34.21 Wells Fargo Bank, National Association, as Special Servicer of
the Kalahari Resort Mortgage Loan (see Exhibit 34.1)
34.22 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the Kalahari Resort Mortgage
Loan (see Exhibit 34.3)
34.23 Situs Holdings, LLC, as Operating Advisor of the Kalahari
Resort Mortgage Loan (see Exhibit 34.4)
34.24 CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant of the Kalahari Resort Mortgage
Loan (see Exhibit 34.5)
34.25 National Tax Search, LLC, as Servicing Function Participant of
the Kalahari Resort Mortgage Loan (see Exhibit 34.6)
34.26 Wells Fargo Bank, National Association, as Primary Servicer of
the 175 West Jackson Mortgage Loan (see Exhibit 34.1)
34.27 LNR Partners, LLC, as Special Servicer of the 175 West Jackson
Mortgage Loan
34.28 Wells Fargo Bank, National Association, as Certificate
Administrator of the 175 West Jackson Mortgage Loan
34.29 Wells Fargo Bank, National Association, as Custodian of the
175 West Jackson Mortgage Loan
34.30 Park Bridge Lender Services LLC, as Operating Advisor of the
175 West Jackson Mortgage Loan
34.31 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the 175 West Jackson Mortgage Loan
(see Exhibit 34.5)
34.32 National Tax Search, LLC, as Servicing Function Participant of
the 175 West Jackson Mortgage Loan (see Exhibit 34.6)
35 Servicer compliance statement.
35.1 Wells Fargo Bank, National Association, as Master Servicer
35.2 Wells Fargo Bank, National Association, as Special Servicer
35.3 Deutsche Bank Trust Company Americas, as Certificate
Administrator
35.4 KeyBank National Association, as Primary Servicer of the
Mortgage Loans sold to the issuing entity by KeyBank
National Association
35.5 Wells Fargo Bank, National Association, as Primary Servicer of
the 60 Hudson Street Mortgage Loan (see Exhibit 35.1)
35.6 Wells Fargo Bank, National Association, as Special Servicer of
the 60 Hudson Street Mortgage Loan (see Exhibit 35.2)
35.7 Deutsche Bank Trust Company Americas, as Certificate
Administrator of the 60 Hudson Street Mortgage Loan
(see Exhibit 35.3)
35.8 Wells Fargo Bank, National Association, as Primary Servicer of
the Saint Louis Galleria Mortgage Loan (see Exhibit 35.1)
35.9 Wells Fargo Bank, National Association, as Special Servicer of
the Saint Louis Galleria Mortgage Loan (see Exhibit 35.2)
35.10 Deutsche Bank Trust Company Americas, as Certificate
Administrator of the Saint Louis Galleria Mortgage Loan
(see Exhibit 35.3)
35.11 Prudential Asset Resources, Inc., as Primary Servicer of the
Kalahari Resort Mortgage Loan
35.12 Wells Fargo Bank, National Association, as Special Servicer of
the Kalahari Resort Mortgage Loan (see Exhibit 35.2)
35.13 Deutsche Bank Trust Company Americas, as Certificate
Administrator of the Kalahari Resort Mortgage Loan
(see Exhibit 35.3)
35.14 Wells Fargo Bank, National Association, as Primary Servicer of
the 175 West Jackson Mortgage Loan
35.15 Wells Fargo Bank, National Association, as Certificate
Administrator of the 175 West Jackson Mortgage Loan
99.1 Mortgage Loan Purchase Agreement, dated as of December 13, 2013,
between Deutsche Mortgage & Asset Receiving Corporation and German
American Capital Corporation (filed as Exhibit 99.2 to the
registrant's Current Report on Form 8-K filed on January 14, 2014
and incorporated by reference herein).
99.2 Mortgage Loan Purchase Agreement, dated as of December 13, 2013,
between Deutsche Mortgage & Asset Receiving Corporation and Cantor
Commercial Real Estate Lending, L.P. (filed as Exhibit 99.1 to the
registrant's Current Report on Form 8-K filed on January 14, 2014
and incorporated by reference herein).
99.3 Mortgage Loan Purchase Agreement, dated as of December 13, 2013,
between Deutsche Mortgage & Asset Receiving Corporation and KeyBank
National Association (filed as Exhibit 99.3 to the registrant's
Current Report on Form 8-K filed on January 14, 2014 and
incorporated by reference herein).
99.4 Mortgage Loan Purchase Agreement, dated as of December 13, 2013,
between Deutsche Mortgage & Asset Receiving Corporation, Liberty
Island Group I LLC and Liberty Island Group LLC (filed as Exhibit
99.4 to the registrant's Current Report on Form 8-K filed on
January 14, 2014 and incorporated by reference herein).