Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
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: 333-193376-02
Central Index Key Number of the issuing entity: 0001599714
COMM 2014-UBS2 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: 0001541886
UBS Real Estate Securities Inc.
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001089877
KeyBank National Association
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001558761
Cantor Commercial Real Estate Lending, L.P.
(exact name of the sponsor as specified in its charter)
New York 46-5071966
(State or other jurisdiction of 46-5098638
incorporation or organization 46-7407698
of the issuing entity) (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 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 the 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 One Kendall Square Mortgage Loan, which constituted approximately 9.7% of
the asset pool of the issuing entity as of its cut-off date, is an asset of
the issuing entity and is part of a loan combination that includes the One
Kendall Square Mortgage Loan and one other pari passu loan that is not an
asset of the issuing entity. This loan combination, including the One Kendall
Square Mortgage Loan, is being serviced and administered pursuant to the
Pooling and Servicing Agreement, which is incorporated by reference as
Exhibit 4.1 to this Annual Report on Form 10-K.
The Exhibit Index describes exhibits provided by certain parties (in their
capacities indicated on the Exhibit Index) with respect to the Google and
Amazon Office Portfolio Mortgage Loan, which constituted approximately 9.7%
of the asset pool of the issuing entity as of its cut-off date. The Google
and Amazon Office Portfolio Mortgage Loan is an asset of the issuing entity
and is part of a loan combination that includes the Google and Amazon Office
Portfolio Mortgage Loan and three other pari passu loans, which are not
assets of the issuing entity. A pari passu portion of the loan combination
was securitized in the COMM 2014-CCRE14 Mortgage Trust transaction,
Commission File Number 333-184376-11 (the "COMM 2014-CCRE14 Transaction").
This loan combination, including the Google and Amazon Office Portfolio
Mortgage Loan, is being serviced and administered pursuant to the pooling
and servicing agreement for the COMM 2014-CCRE14 Transaction, which is
incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K.
U.S. Bank National Association acts as trustee of the loans serviced under
the Pooling and Servicing Agreement and the Google and Amazon Office
Portfolio Mortgage Loan. Pursuant to the Pooling and Servicing Agreement
and the pooling and servicing agreement relating to the COMM 2014-CCRE14
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 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 primary servicer of the Google and
Amazon Office Portfolio 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) that looks to the functions that an entity performs, these vendors
are "servicers" for the purposes of Item 1122. See Compliance and
Disclosure Interpretations, Section 301.01 (Item 1101(j)).
PART I
Item 1. Business.
Omitted.
Item 1A. Risk Factors.
Omitted.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
Omitted.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
Omitted.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Omitted.
Item 9A. Controls and Procedures.
Omitted.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
Omitted.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
Omitted.
Item 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
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 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 UBS Real Estate Securities Inc., a Sponsor and a mortgage
loan seller, U.S. Bank National Association, as trustee, and Deutsche Bank
Trust Company Americas, as certificate administrator:
UBS Real Estate Securities Inc. ("UBSRES") is currently engaged in litigation
with respect to various legacy residential mortgage-backed securities
transactions. Some litigants are seeking the repurchase of mortgage loans by
UBSRES from certain residential mortgage securitization trusts, on the basis
that the loans are allegedly in breach of contractual representations and
warranties in governing transaction documents. Other litigants are alleging
violations of federal and/or state securities or common law for alleged
misrepresentations and omissions in offering documents in connection with the
issuance and/or distribution of residential mortgage-backed securities. No
assurance can be given that one or more of the foregoing actions will not
result in material liability to UBSRES.
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.
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 March 18, 2014 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 Google and Amazon Office Portfolio Mortgage
Loan, 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 2014-CCRE14 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 2014-CCRE14 Transaction
responsible for each applicable servicing criteria set forth in Item 1122(d).
Management's assessment of compliance with Regulation AB servicing criteria
furnished pursuant to Item 1122 of Regulation AB by KeyBank National
Association ("KeyBank") attached to this Annual Report on Form 10-K as
Exhibit 33.1 (the "KeyBank Assessment") identified the following material
instances of noncompliance with servicing criteria 1122(d)(4)(xv) during the
calendar year ended December 31, 2014 with respect to commercial mortgage
loans.
Servicing Criteria Impacted:
1122(d)(4)(xv) - Any external enhancement or other support, identified in
Item 1114(a)(1) through (3) or item 1115 of Regulation AB, is maintained as
set forth in the transaction agreements.
Material Instances of Noncompliance with Servicing Criteria:
Regarding external enhancements, specifically letters of credit, upon
transfer of the servicing of the mortgage loans to KeyBank from the previous
servicer, KeyBank was not properly named as the beneficiary on certain
letters of credit because of deficiencies in policies and procedures relating
to changes in named beneficiary. KeyBank identified eighty mortgage loans
that did not properly name KeyBank as beneficiary on the letters of credit.
Remediation:
The following remediation procedures have been initiated by KeyBank: (i) the
impacted mortgage loans have been identified, (ii) borrower contact has been
initiated, (iii) corrective actions are underway and are being tracked and
monitored by senior management, (iv) procedures have been revised to include
new tracking and action steps to prevent this situation from reoccurring in
the future, and (v) training has been provided to the relevant staff members
to prevent a recurrence, and (vi) updates will be made to software systems
to assist staff members with compliance.
As of the date of the KeyBank Assessment, there are thirty-one mortgage loans
contained within fourteen transactions for which the beneficiary name on the
letters of credit still needs to be corrected. The fourteen transactions are
listed below, with the following information with respect to each transaction:
the number of impacted mortgage loans to be corrected included in such
transaction, and the aggregate amount of the letters of credit related to such
impacted mortgage loans to be corrected.
Amount of the letters
of credit related
# of impacted to such impacted
mortgage loans mortgage loans to
Transaction to be corrected be corrected ($)
BACM 2005-4 1 2,500,000.00
BACM 2006-1 2 4,122,389.00
BACM 2006-3 4 1,397,562.00
BACM 2006-5 2 477,789.00
BACM 2006-6 4 1,305,983.00
BACM 2007-1 4 1,776,950.00
BACM 2007-2 3 595,091.00
BACM 2007-3 5 5,478,556.00
BACM 2007-4 1 1,000,000.00
BACM 2008-LS1 1 275,346.00
GECMC 2007-C1 2 614,472.00
MLMT 2008-C1 1 102,818.00
COMM 2006-C7 1 355,000.00
MSC 2012-C4 1 2,500,000.00
During the calendar year ended December 31, 2014, no demands were made upon
any of the impacted letters of credit, and thus, none of the affected
transactions were materially impacted.
*The accountant's attestation report referred to in the KeyBank Assessment
includes only item 1 and item 2 (other than the last sentence thereof)
referred to above.
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 March 1, 2014, by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
KeyBank National Association, as Master Servicer, LNR Partners, 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 March 19, 2014 and incorporated by
reference herein).
4.2 Pooling and Servicing Agreement, dated as of January 1, 2014, by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
Wells Fargo 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 January 22,
2014 in connection with the COMM 2014-CCRE14 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 KeyBank National Association, as Master Servicer
33.2 LNR Partners, 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 Berkadia Commercial Mortgage LLC, as Primary Servicer
33.6 KeyBank National Association, as Primary Servicer of the One Kendall
Square Mortgage Loan (see Exhibit 33.1)
33.7 LNR Partners, LLC, as Special Servicer of the One Kendall Square
Mortgage Loan (see Exhibit 33.2)
33.8 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian of the One Kendall Square Mortgage Loan
(see Exhibit 33.3)
33.9 Park Bridge Lender Services LLC, as Operating Advisor of the One
Kendall Square Mortgage Loan (see Exhibit 33.4)
33.10 Wells Fargo Bank, National Association, as Primary Servicer of the
Google and Amazon Office Portfolio Mortgage Loan
33.11 Rialto Capital Advisors, LLC, as Special Servicer of the Google and
Amazon Office Portfolio Mortgage Loan
33.12 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian of the Google and Amazon Office Portfolio Mortgage Loan
(see Exhibit 33.3)
33.13 Park Bridge Lender Services LLC, as Operating Advisor of the Google
and Amazon Office Portfolio Mortgage Loan (see Exhibit 33.4)
33.14 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the Google and Amazon Office Portfolio Mortgage Loan
33.15 National Tax Search, LLC, as Servicing Function Participant of the
Google and Amazon Office Portfolio Mortgage Loan
34 Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
34.1 KeyBank National Association, as Master Servicer
34.2 LNR Partners, 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 Berkadia Commercial Mortgage LLC, as Primary Servicer
34.6 KeyBank National Association, as Primary Servicer of the One Kendall
Square Mortgage Loan (see Exhibit 34.1)
34.7 LNR Partners, LLC, as Special Servicer of the One Kendall Square
Mortgage Loan (see Exhibit 34.2)
34.8 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian of the One Kendall Square Mortgage Loan (see Exhibit 34.3)
34.9 Park Bridge Lender Services LLC, as Operating Advisor of the One
Kendall Square Mortgage Loan (see Exhibit 34.4)
34.10 Wells Fargo Bank, National Association, as Primary Servicer of the
Google and Amazon Office Portfolio Mortgage Loan
34.11 Rialto Capital Advisors, LLC, as Special Servicer of the Google and
Amazon Office Portfolio Mortgage Loan
34.12 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian of the Google and Amazon Office Portfolio Mortgage Loan
(see Exhibit 34.3)
34.13 Park Bridge Lender Services LLC, as Operating Advisor of the Google
and Amazon Office Portfolio Mortgage Loan (see Exhibit 34.4)
34.14 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the Google and Amazon Office Portfolio Mortgage Loan
34.15 National Tax Search, LLC, as Servicing Function Participant of the
Google and Amazon Office Portfolio Mortgage Loan
35 Servicer compliance statements.
35.1 KeyBank National Association, as Master Servicer
35.2 LNR Partners, LLC, as Special Servicer
35.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
35.4 Berkadia Commercial Mortgage, LLC, as Primary Servicer
35.5 KeyBank National Association, as Primary Servicer of the One Kendall
Square Mortgage Loan (see Exhibit 35.1)
35.6 LNR Partners, LLC, as Special Servicer of the One Kendall Square
Mortgage Loan (see Exhibit 35.2)
35.7 Deutsche Bank Trust Company Americas, as Certificate Administrator of
the One Kendall Square Mortgage Loan (see Exhibit 35.3)
35.8 Deutsche Bank Trust Company Americas, as Certificate Administrator of
the Google and Amazon Office Portfolio Mortgage Loan
99.1 Mortgage Loan Purchase Agreement, dated as of March 18, 2014, 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 March 19, 2014 and incorporated by
reference herein)
99.2 Mortgage Loan Purchase Agreement, dated as of March 18, 2014, between
Deutsche Mortgage & Asset Receiving Corporation and KeyBank National
Association (filed as Exhibit 99.2 to the registrant's Current Report
on Form 8-K filed on March 19, 2014 and incorporated by reference
herein).
99.3 Mortgage Loan Purchase Agreement, dated as of March 18, 2014, between
Deutsche Mortgage & Asset Receiving Corporation and Cantor Commercial
Real Estate Lending, L.P. (filed as Exhibit 99.3 to the registrant's
Current Report on Form 8-K filed on March 19, 2014 and incorporated by
reference herein).
99.4 Mortgage Loan Purchase Agreement, dated as of March 18, 2014, between
Deutsche Mortgage & Asset Receiving Corporation and UBS Real Estate
Securities Inc. (filed as Exhibit 99.4 to the registrant's Current
Report on Form 8-K filed on March 19, 2014 and incorporated by
reference herein).
99.5 Amended and Restated Subservicing Agreement, dated as of January 18,
2013, between KeyCorp Real Estate Capital Markets, Inc. and Berkadia
Commercial Mortgage LLC (filed as Exhibit 99.5 to the registrant's
Current Report on Form 8-K filed on March 19, 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 26, 2015
/s/ Natalie Grainger
____________________________
Natalie Grainger, Vice President
Date: March 26, 2015
EXHIBIT INDEX
Exhibit No.
4.1 Pooling and Servicing Agreement, dated as of March 1, 2014, by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
KeyBank National Association, as Master Servicer, LNR Partners, 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 March 19, 2014 and incorporated by
reference herein).
4.2 Pooling and Servicing Agreement, dated as of January 1, 2014, by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
Wells Fargo 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 January 22,
2014 in connection with the COMM 2014-CCRE14 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 KeyBank National Association, as Master Servicer
33.2 LNR Partners, 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 Berkadia Commercial Mortgage LLC, as Primary Servicer
33.6 KeyBank National Association, as Primary Servicer of the One Kendall
Square Mortgage Loan (see Exhibit 33.1)
33.7 LNR Partners, LLC, as Special Servicer of the One Kendall Square
Mortgage Loan (see Exhibit 33.2)
33.8 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian of the One Kendall Square Mortgage Loan
(see Exhibit 33.3)
33.9 Park Bridge Lender Services LLC, as Operating Advisor of the One
Kendall Square Mortgage Loan (see Exhibit 33.4)
33.10 Wells Fargo Bank, National Association, as Primary Servicer of the
Google and Amazon Office Portfolio Mortgage Loan
33.11 Rialto Capital Advisors, LLC, as Special Servicer of the Google and
Amazon Office Portfolio Mortgage Loan
33.12 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian of the Google and Amazon Office Portfolio Mortgage Loan
(see Exhibit 33.3)
33.13 Park Bridge Lender Services LLC, as Operating Advisor of the Google
and Amazon Office Portfolio Mortgage Loan (see Exhibit 33.4)
33.14 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the Google and Amazon Office Portfolio Mortgage Loan
33.15 National Tax Search, LLC, as Servicing Function Participant of the
Google and Amazon Office Portfolio Mortgage Loan
34 Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
34.1 KeyBank National Association, as Master Servicer
34.2 LNR Partners, 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 Berkadia Commercial Mortgage LLC, as Primary Servicer
34.6 KeyBank National Association, as Primary Servicer of the One Kendall
Square Mortgage Loan (see Exhibit 34.1)
34.7 LNR Partners, LLC, as Special Servicer of the One Kendall Square
Mortgage Loan (see Exhibit 34.2)
34.8 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian of the One Kendall Square Mortgage Loan (see Exhibit 34.3)
34.9 Park Bridge Lender Services LLC, as Operating Advisor of the One
Kendall Square Mortgage Loan (see Exhibit 34.4)
34.10 Wells Fargo Bank, National Association, as Primary Servicer of the
Google and Amazon Office Portfolio Mortgage Loan
34.11 Rialto Capital Advisors, LLC, as Special Servicer of the Google and
Amazon Office Portfolio Mortgage Loan
34.12 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian of the Google and Amazon Office Portfolio Mortgage Loan
(see Exhibit 34.3)
34.13 Park Bridge Lender Services LLC, as Operating Advisor of the Google
and Amazon Office Portfolio Mortgage Loan (see Exhibit 34.4)
34.14 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the Google and Amazon Office Portfolio Mortgage Loan
34.15 National Tax Search, LLC, as Servicing Function Participant of the
Google and Amazon Office Portfolio Mortgage Loan
35 Servicer compliance statements.
35.1 KeyBank National Association, as Master Servicer
35.2 LNR Partners, LLC, as Special Servicer
35.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
35.4 Berkadia Commercial Mortgage, LLC, as Primary Servicer
35.5 KeyBank National Association, as Primary Servicer of the One Kendall
Square Mortgage Loan (see Exhibit 35.1)
35.6 LNR Partners, LLC, as Special Servicer of the One Kendall Square
Mortgage Loan (see Exhibit 35.2)
35.7 Deutsche Bank Trust Company Americas, as Certificate Administrator of
the One Kendall Square Mortgage Loan (see Exhibit 35.3)
35.8 Deutsche Bank Trust Company Americas, as Certificate Administrator of
the Google and Amazon Office Portfolio Mortgage Loan
99.1 Mortgage Loan Purchase Agreement, dated as of March 18, 2014, 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 March 19, 2014 and incorporated by
reference herein)
99.2 Mortgage Loan Purchase Agreement, dated as of March 18, 2014, between
Deutsche Mortgage & Asset Receiving Corporation and KeyBank National
Association (filed as Exhibit 99.2 to the registrant's Current Report
on Form 8-K filed on March 19, 2014 and incorporated by reference
herein).
99.3 Mortgage Loan Purchase Agreement, dated as of March 18, 2014, between
Deutsche Mortgage & Asset Receiving Corporation and Cantor Commercial
Real Estate Lending, L.P. (filed as Exhibit 99.3 to the registrant's
Current Report on Form 8-K filed on March 19, 2014 and incorporated by
reference herein).
99.4 Mortgage Loan Purchase Agreement, dated as of March 18, 2014, between
Deutsche Mortgage & Asset Receiving Corporation and UBS Real Estate
Securities Inc. (filed as Exhibit 99.4 to the registrant's Current
Report on Form 8-K filed on March 19, 2014 and incorporated by
reference herein).
99.5 Amended and Restated Subservicing Agreement, dated as of January 18,
2013, between KeyCorp Real Estate Capital Markets, Inc. and Berkadia
Commercial Mortgage LLC (filed as Exhibit 99.5 to the registrant's
Current Report on Form 8-K filed on March 19, 2014 and incorporated
by reference herein).
