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EX-31 Rule 13a-14(d)/15d-14(d) Certification.
Re: Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2011-C3 (the "Transaction"), issued pursuant to the
Pooling and Servicing Agreement dated as of October 1, 2011 (the "Pooling
and Servicing Agreement"), executed in connection with the Transaction.
Capitalized terms used but not defined herein have the meanings set forth
in the Pooling and Servicing Agreement.
I, Steven Stern, the senior officer in charge of securitization of the
Depositor, hereby certify that:
1.I have reviewed this report on Form 10-K and all reports on Form 10-D
required to be filed in respect of the period covered by this report on
Form 10-K of Morgan Stanley Capital I Trust 2011-C3 (the "Exchange Act
Periodic Reports");
2.Based on my knowledge, the Exchange Act Periodic Reports, taken as a
whole do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in the
light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.Based on my knowledge, all distribution, servicing and other
information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act Periodic Reports;
4.Based on my knowledge and the servicer compliance statements required
in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act Periodic Reports, the servicers have
fulfilled their obligations under the Pooling and Servicing Agreement
or the applicable sub-servicing agreement or primary servicing
agreement in all material respects; and
5.All of the reports on assessment of compliance with servicing criteria
for asset-backed securities and their related attestation reports on
assessment of compliance with servicing criteria for asset-backed
securities required to be included in this report in accordance with
Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18
have been included as an exhibit to this report, except as otherwise
disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form
10-K.
In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: Bank
of America, National Association as Primary Servicer, Midland Loan
Services, a Division of PNC Bank, National Association as Special
Servicer, TriMont Real Estate Advisors, Inc. as Trust Advisor, Wells
Fargo Bank, National Association as Certificate Administrator, Wells
Fargo Bank, National Association as Custodian, Wells Fargo Bank,
National Association as Master Servicer, and CoreLogic Commercial Real
Estate Services, Inc. and National Tax Search, LLC as Servicing
Function Participants.
Dated: March 28, 2013
/s/ Steven Stern
Signature
President
(senior officer in charge of securitization of the depositor)