Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No.1)
(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, 2012
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: 333-172143-01
DBUBS 2011-LC3 Mortgage Trust
(exact name of issuing entity as specified in its charter)
Deutsche Mortgage & Asset Receiving Corporation
(exact name of the depositor as specified in its charter)
German American Capital Corporation
UBS Real Estate Securities Inc.
Ladder Capital Finance LLC
Starwood Property Mortgage Sub-2-A, L.L.C.
Starwood Property Mortgage Sub-3, L.L.C.
Starwood Property Mortgage Sub-4, L.L.C.
(exact name of the sponsor as specified in its charter)
New York 38-3847613
(State or other jurisdiction of 38-3847614
incorporation or organization) 38-3847615
38-6988397
(I.R.S. Employer
Identification No.)
c/o Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive (Zip Code)
offices)
Telephone number, including area code: (410) 884-2000
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
Note - Checking the box above will not relieve any registrant required to
file reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligations under those Sections.
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 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 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 ___ 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 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 NOTE
The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 filed with the Securities and Exchange
Commission on March 29, 2013 (the Original Form 10-K) is to file (i) an
amended Rule 13a-14(d)/15d-14(d) Certification of the depositor, dated August
30, 2013 as a replacement to the Rule 13a-14(d)/15d-14(d) Certification filed
as Exhibit 31 of the Exhibits, Rule 13a-14(d)/15d-14(d) Certification under
Item 15 to the Original Form 10-K, (ii) an amended Report of Assessment of
Compliance with Applicable Servicing Criteria for Wells Fargo Bank, National
Association (Wells Fargo Bank), as Custodian, dated August 12, 2013 as a
replacement to the Report of Assessment of Compliance with Applicable
Servicing Criteria filed as Exhibit 33.9 of the Exhibits, Financial Statement
Schedules under Item 15 to the Original Form 10-K, (iii) an amended
Attestation Report on Assessment of Compliance with Applicable Servicing
Criteria for Wells Fargo Bank, as Custodian, dated August 12, 2013 as a
replacement to the Attestation Report on Assessment of Compliance with
Applicable Servicing Criteria filed as Exhibit 34.9 of the Exhibits,
Financial Statements Schedules under Item 15 to the Original Form 10-K, each
such replacement being made as result of receipt by the depositor of a
letter, dated August 13, 2013, from the Corporate Trust Services Division of
Wells Fargo Bank, a copy of which is filed as Exhibit 99.1 of the Exhibits,
Financial Statement Schedules under Item 15, notifying the depositor of the
amended reports and providing certain explanatory information related to
those reports and certain reports previously delivered by Wells Fargo Bank,
as Custodian, regarding which previous reports the Custodian has informed
the Depositor that it does not plan to amend any past Assessment of
Compliance with Applicable Servicing Criteria or related Attestation Report
on Assessment of Compliance to address omitted transactions or the omitted
Item 1122(d)(4)(iii) criterion from the Custodian's platform for those
periods prior to 2012 discussed in the Notice Letter, (iv) an amended
Servicer Compliance Statement of Wells Fargo Bank, as Certificate
Administrator, dated August 21, 2013 as an amendment to the Servicer
Compliance Statement filed as Exhibit 35.5 of the Exhibits, Servicer
Compliance Statement under Item 15 to the Original Form 10-K, (v) an amended
Servicer Compliance Statement of Wells Fargo Bank, as Custodian, dated August
21, 2013 as an amendment to the Servicer Compliance Statement filed as
Exhibit 35.6 of the Exhibits, Servicer Compliance Statement under Item 15 to
the Original Form 10-K and (vi) the following supplemental explanation with
respect to the Original Form 10-K:
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 the Original Form 10-K. As a result, this
report does not include an assessment of compliance with applicable servicing
criteria of the Trustee. The Original Form 10-K includes an assessment of
compliance with applicable servicing criteria of the Master Servicer which
covers Item 1122(d)(2)(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.
The Three Allen Center Loan (ID #1 on Annex A-1 of the prospectus supplement of
the Registrant relating to the issuing entity filed on August 26, 2011 pursuant
to Rule 424(b)(5)) constitutes a significant obligor within the meaning of
1101(k)(2) of Regulation AB. In accordance with Item 1112(b) of Regulation AB
the most recent unaudited Net Operating Income for the 2012 Fiscal Year End is
$18,711,838.00.
The Times Square Hotel Portfolio Loan (ID #2 on Annex A-1 of the prospectus
supplement of the Registrant relating to the issuing entity filed on August 26,
2011 pursuant to Rule 424(b)(5)) constitutes a significant obligor within the
meaning of 1101(k)(2) of Regulation AB. In accordance with Item 1112(b) of
Regulation AB the most recent unaudited Net Operating Income for the 2012
Fiscal Year End is 21,920,505.00.
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 UBS Real Estate Securities Inc. ("UBSRES"), the Sponsor and
a mortgage loan seller:
In February 2012, Assured Guaranty filed suit against UBSRES in New York State
Court asserting claims for breach of contract and declaratory relief based on
UBSRES' alleged failure to repurchase allegedly defective mortgage loans with
an original principal balance of at least $997 million that serve as collateral
for residential mortgage-backed securities sponsored by the company and insured
in part by Assured Guaranty. Assured Guaranty also claims that UBSRES breached
representations and warranties concerning the mortgage loans and breached
certain obligations under commitment letters. Assured Guaranty seeks
unspecified damages that include payments on current and future claims made
under Assured Guaranty insurance policies totaling approximately $308 million
at the time of the filing of the complaint, as well as compensatory and
consequential losses, fees, expenses and pre-judgment interest. The case was
removed to federal court, and in August 2012, the Court granted UBSRES' motion
to dismiss Assured Guaranty's claims for breach of UBSRES' contractual
repurchase obligations, holding that only the trustee for the securitization
trust has the contractual right to enforce those obligations. The Court also
granted UBSRES' motion to dismiss Assured Guaranty's claims for declaratory
relief. The Court denied UBSRES' motion to dismiss Assured Guaranty's claims
for breach of representation and warranty and breach of the commitment letters.
The case is now in discovery. In October 2012, following the Court's holding
that only the trustee may assert claims seeking to enforce UBSRES' repurchase
obligations, the residential mortgage-backed securities trusts at issue in the
Assured Guaranty litigation filed a related action in the Southern District of
New York seeking to enforce UBSRES' obligation to repurchase loans with an
original principal balance of approximately $2 billion for which Assured
Guaranty had previously demanded repurchase. UBS's motion to dismiss the suit
filed by the trusts is pending. With respect to the portion of the loans
subject to this suit that were originated by institutions still in existence,
UBS will seek to enforce its indemnity rights against those institutions.
In April 2012, the Federal Housing Finance Agency, as conservator for Freddie
Mac, filed a notice and summons in New York Supreme Court initiating suit
against UBSRES for breach of contract and declaratory relief arising from
alleged breaches of representations and warranties in connection with certain
mortgage loans and UBSRES' alleged failure to repurchase such mortgage loans.
The complaint for this suit was filed in September 2012 and seeks, among other
relief, specific performance of UBSRES' alleged loan repurchase obligations for
at least $94 million in original principal balance of loans for which Freddie
Mac had previously demanded repurchase; no damages are specified. UBS's motion
to dismiss the suit is pending.
UBSRES, or its predecessor, Paine Webber Real Estate Securities, Inc., have
been named as defendants, along with numerous other entities, in five purported
class action lawsuits pending in Missouri. Plaintiffs in each case are
individuals who entered into second mortgages with various second mortgage
originators. Plaintiffs seek to represent state-wide classes in Missouri and
assert violations of Missouri's Second Mortgage Loan Act. The relief sought by
Plaintiffs includes a refund of fees charged and interest paid in connection
with their loans, relief from making future payments of interest and principal,
punitive damages and attorneys' fees. The five cases pending against UBS in
Missouri are: Baker v. Century Financial Group, Inc., CV100-4294 CC (Clay
County, Liberty); Beaver v. U.S. Bank Trust National Association, 03-CV-213643
(Jackson County, Independence); Gilmor v. Preferred Credit Corporation,
CV100-4263 CC (Clay County, Liberty); Thomas v. U.S. Bank, N.A., N.D.,
5:11-cv-06013 (W.D. MO., Western Division); and Mayo v. GMAC Mortgage, LLC, et
al., 4:08-CV-568 (W.D. MO., Western Division).
UBSRES does not hold, and never held, any of the second mortgage loans at issue
in the Baker or Gilmor cases. Regarding the Beaver case, the Court has
certified the case as a class action. With respect to the Thomas case, the case
was remanded to Missouri state court in August 2009 after having been removed
to federal district court in 2004. Plaintiffs filed an amended complaint in
January 2011, adding a new defendant, and the case was thereafter removed to
federal court. In September 2012, the Court granted plaintiffs leave to amend
the complaint. On January 11, 2013, UBS re-filed its motion to dismiss for lack
of standing and on March 12, 2013, plaintiffs filed their response. UBS will be
filing a reply in support of its motion to dismiss on April 12, 2013. The Mayo
case was settled on March 20, 2013.
UBSRES, along with certain affiliates, is named as a defendant in ten lawsuits
brought by purchasers of residential mortgage-backed securities (RMBS)
asserting claims under federal securities law or under state securities and/or
state common law based on alleged misrepresentations or omissions in offering
documents for approximately $10.4 billion in original face amount of
residential mortgage-backed securities underwritten and issued by affiliates.
These lawsuits include a putative class action filed in federal court in New
Jersey asserting violations of the federal securities laws against various UBS
entities, including UBSRES, in connection with $2.6 billion in original face
amount of UBS-sponsored RMBS. The suit was dismissed with prejudice on statute
of limitations grounds in July 2012. The named plaintiff has appealed the
dismissal and the appeal remains pending.
UBSRES also has tolling agreements with certain institutional purchasers of
RMBS concerning their potential claims related to purchases of RMBS sponsored
by UBSRES.
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
August 26, 2011 pursuant to Rule 424(b)(5).
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessment of compliance with the servicing criteria for
asset-backed securities and the related attestation reports on such assessments
of compliance are attached hereto under Item 15.
Attached as Schedule II to the Pooling and Servicing Agreement incorporated by
reference as Exhibit 4 to this report 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 assessment of compliance with applicable servicing criteria for the twelve
months ended December 31, 2012, furnished pursuant to Item 1122 of Regulation
AB by the Corporate Trust Services Division of Wells Fargo Bank (the "2012
Wells Assessment") for its platform, discloses that material instances of
noncompliance occurred with respect to the servicing criteria described in
Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of Regulation AB. The 2012 Wells
Assessment is attached to this Form 10-K as exhibit 33.6.
There were no instances of noncompliance for the transaction to which this Form
10-K relates that led to Wells Fargo's determination that there were material
instances of noncompliance at the platform level.
The remainder of the paragraphs in this response to Item 1122 was provided by
Wells Fargo Bank and references to the "Company" and "Management" in such
paragraphs are references to Wells Fargo and its management.
The following Material Instance of Non-Compliance has been disclosed by Wells
Fargo Bank, National Association (the "Company"), in its capacity as
Certificate Administrator:
Schedule A
Material Instances of Noncompliance by the Company
Management's assessment of compliance with the Applicable Servicing Criteria
set forth by the Securities and Exchange Commission in paragraph (d) of Item
1122 of Regulation AB as of December 31, 2012 and for the Period, disclosed
that material instances of noncompliance occurred with respect to the servicing
criteria set forth in both of Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as
follows:
* With respect to servicing criterion 1122(d)(3)(i)(B), certain reports to
investors did not provide information calculated in accordance with the terms
specified in the transaction agreements.
* With respect to servicing criterion 11 22(d)(3)(ii), certain amounts due to
investors were not allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction agreements.
Schedule B
Management's Discussion on Material Instances of Noncompliance by the Company
Disclosure: During the Period, Wells Fargo identified Payment Errors (as
defined below) and Reporting Errors (as defined below) on certain residential
mortgage-backed securities ("RMBS") transactions in the Platform. Although no
individually identified error, in and of itself, was found to be material to
the Platform, when the errors were considered in the aggregate, Management
determined that, for Platform purposes, there were material instances of
noncompliance with respect to both Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of
Regulation AB.
For purposes of this Schedule B, the term "Payment Errors" means the identified
payment errors that occurred during the Period and that, when considered in the
aggregate, led to Management's determination that there was a material instance
of noncompliance for the Platform with respect to Item 1122(d)(3)(i)(B) of
Regulation AB. For purposes of this Schedule B, the term "Reporting Errors"
means the identified reporting errors that occurred during the Period and that,
when considered in the aggregate, led to Management's determination that there
was a material instance of noncompliance for the Platform with respect to Item
1122(d)(3)(ii) of Regulation AB.
The identified Payment Errors and Reporting Errors on such RMBS transactions
were attributable to certain failures in processes relating to waterfall
calculations and reporting that, although adapted over time, still
insufficiently addressed the impact of the unprecedented levels of collateral
degradation in RMBS transactions on the calculation of principal and interest
payments and losses and associated investor reporting.
Scope of the Material Instances of Noncompliance: The identified Payment Errors
and Reporting Errors that led to Management's determination that material
instances of noncompliance with respect to the Platform had occurred were
limited to certain RMBS transactions in the Platform. There were no identified
Payment Errors or Reporting Errors for non-RMBS transactions in the Platform
which contributed to Management's determination that there were material
instances of noncompliance for the Platform. In some instances, the identified
Payment Errors which contributed to Management's determination that there were
material instances of noncompliance for the Platform were also considered
material to the transactions on which they occurred. None of the identified
Reporting Errors which contributed to Management's determination that there
were material instances of noncompliance for the Platform were considered
material for a particular transaction. For all transactions in the Platform
(including RMBS transactions with identified Payment Errors and Reporting
Errors), Management delivered an Item 1123 certification to the extent it was
required to do so pursuant to the requirements of the applicable transaction
documents and Regulation AB. Where there was an identified Payment Error that
was considered material for an individual transaction, the Item 1123
certification included a description of the nature and scope of such error.
Remediation: Appropriate actions have been taken or are in the process of being
taken to remediate the identified Payment Errors and Reporting Errors that led
to Management's determination that material instances of noncompliance with
respect to the Platform had occurred. Further, adjustments have been or will be
made to the waterfall calculations and other operational processes and quality
control measures applied to the RMBS transactions in the Platform to minimize
the risk of future payment and reporting errors.
Material Instance of Noncompliance by any Vendor
NONE
Material Deficiencies in Company's Policies and Procedures to Monitor
Vendor's Compliance
NONE
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached hereto under Item 15.
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)
4 Pooling and Servicing Agreement, dated as of August 1, 2011, by and among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Midland Loan Services, a
Division of PNC Bank, National Association, as Pooled Special Servicer,
Wells Fargo Bank, National Association, as Providence Place Mall Loan
Special Servicer, U.S. Bank National Association, as Trustee, Wells Fargo
Bank, National Association, as Certificate Administrator, Paying Agent and
Custodian, and TriMont Real Estate Advisors, Inc., as Operating Advisor.
(Filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K/A filed
on September 27, 2011 and incorporated by reference herein)
10.1 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between
Deutsche Mortgage & Asset Receiving Corporation and German American Capital
Corporation (Filed as Exhibit 99.1 to the Registrants Current Report on
Form 8-K/A filed on September 27, 2011 and incorporated by reference herein)
10.2 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
Deutsche Mortgage & Asset Receiving Corporation, Ladder Capital Finance LLC
and Ladder Capital Finance Holdings LLLP (Filed as Exhibit 99.2 to the
Registrants Current Report on Form 8-K filed on August 26, 2011 and
incorporated by reference herein)
10.3 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
Deutsche Mortgage & Asset Receiving Corporation, Starwood Property Mortgage
Sub-2-A, L.L.C. and Starwood Property Mortgage, L.L.C. (Filed as Exhibit 99.
3 to the Registrants Current Report on Form 8-K filed on August 26, 2011
and incorporated by reference herein)
10.4 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
Deutsche Mortgage & Asset Receiving Corporation, Starwood Property Mortgage
Sub-3, L.L.C. and Starwood Property Mortgage, L.L.C. (Filed as Exhibit 99.4
to the Registrants Current Report on Form 8-K filed on August 26, 2011 and
incorporated by reference herein)
10.5 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
Deutsche Mortgage & Asset Receiving Corporation, Starwood Property Mortgage
Sub-4, L.L.C. and Starwood Property Mortgage, L.L.C. (Filed as Exhibit 99.5
to the Registrants Current Report on Form 8-K filed on August 26, 2011 and
incorporated by reference herein)
10.6 Mortgage Loan Purchase Agreement Corporation, dated as of August 30,
2011, between Deutsche Mortgage & Asset Receiving Corporation and UBS Real
Estate Securities Inc. (Filed as Exhibit 99.6 to the Registrants Current
Report on Form 8-K filed on August 26, 2011 and incorporated by reference
herein)
10.7 Primary Servicing Agreement, dated as of August 1, 2011, among Wells
Fargo Bank, National Association, as Master Servicer, and Bank of America,
National Association, as Primary Servicer (Filed as Exhibit 99.7 to the
Registrants Current Report on Form 8-K filed on August 26, 2011 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 Bank of America, N.A., as Primary Servicer incorporated by reference
to Exhibit 33.1 of the Annual Report on Form 10-K filed by the issuing
entity on March 29, 2013 (File No. 333-172143-01).
33.2 CoreLogic Commercial Real Estate Services, Inc, as Servicing Function
Participant incorporated by reference to Exhibit 33.2 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013
(File No. 333-172143-01).
33.3 Midland Loan Services, a Division of PNC Bank, National Association,
as Pooled Special Servicer incorporated by reference to Exhibit 33.3
of the Annual Report on Form 10-K filed by the issuing entity on
March 29, 2013 (File No. 333-172143-01).
33.4 National Tax Search, LLC, as Servicing Function Participant incorporated
by reference to Exhibit 33.4 of the Annual Report on Form 10-K filed by the
issuing entity on March 29, 2013 (File No. 333-172143-01).
33.5 TriMont Real Estate Advisors, Inc., as Operating Advisor incorporated
by reference to Exhibit 33.5 of the Annual Report on Form 10-K filed by
the issuing entity on March 29, 2013 (File No. 333-172143-01).
33.6 Wells Fargo Bank, N.A., as Master Servicer incorporated by reference
to Exhibit 33.6 of the Annual Report on Form 10-K filed by the issuing
entity on March 29, 2013 (File No. 333-172143-01).
33.7 Wells Fargo Bank, N.A., as Special Servicer for the Providence Place
Mall Loan incorporated by reference to Exhibit 33.7 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013
(File No. 333-172143-01).
33.8 Wells Fargo Bank, N.A., as Certificate Administrator incorporated by
reference to Exhibit 33.8 of the Annual Report on Form 10-K filed by the
issuing entity on March 29, 2013 (File No. 333-172143-01).
33.9 Wells Fargo Bank, N.A., as Custodian
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Bank of America, N.A., as Primary Servicer incorporated by reference
to Exhibit 34.1 of the Annual Report on Form 10-K filed by the issuing
entity on March 29, 2013 (File No. 333-172143-01).
34.2 CoreLogic Commercial Real Estate Services, Inc, as Servicing Function
Participant incorporated by reference to Exhibit 34.2 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013
(File No. 333-172143-01).
34.3 Midland Loan Services, a Division of PNC Bank, National Association,
as Pooled Special Servicer incorporated by reference to Exhibit 34.3 of the
Annual Report on Form 10-K filed by the issuing entity on March 29, 2013
(File No. 333-172143-01).
34.4 National Tax Search, LLC, as Servicing Function Participant
incorporated by reference to Exhibit 34.4 of the Annual Report on Form 10-K
filed by the issuing entity on March 29, 2013 (File No. 333-172143-01).
34.5 TriMont Real Estate Advisors, Inc., as Operating Advisor incorporated
by reference to Exhibit 34.5 of the Annual Report on Form 10-K filed by the
issuing entity on March 29, 2013 (File No. 333-172143-01).
34.6 Wells Fargo Bank, N.A., as Master Servicer incorporated by reference
to Exhibit 34.6 of the Annual Report on Form 10-K filed by the issuing
entity on March 29, 2013 (File No. 333-172143-01).
34.7 Wells Fargo Bank, N.A., as Special Servicer for the Providence Place
Mall Loan incorporated by reference to Exhibit 34.7 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013
(File No. 333-172143-01).
34.8 Wells Fargo Bank, N.A., as Certificate Administrator incorporated
by reference to Exhibit 34.8 of the Annual Report on Form 10-K filed by
the issuing entity on March 29, 2013 (File No. 333-172143-01).
34.9 Wells Fargo Bank, N.A., as Custodian
35 Servicer compliance statement.
35.1 Bank of America, N.A., as Primary Servicer incorporated by reference
to Exhibit 35.1 of the Annual Report on Form 10-K filed by the issuing
entity on March 29, 2013 (File No. 333-172143-01).
35.2 Midland Loan Services, a Division of PNC Bank, National Association,
as Pooled Special Servicer incorporated by reference to Exhibit 35.2 of the
Annual Report on Form 10-K filed by the issuing entity on March 29, 2013
(File No. 333-172143-01).
35.3 Wells Fargo Bank, N.A., as Master Servicer incorporated by reference
to Exhibit 35.3 of the Annual Report on Form 10-K filed by the issuing
entity on March 29, 2013 (File No. 333-172143-01).
35.4 Wells Fargo Bank, N.A., as Special Servicer for the Providence Place
Mall Loan incorporated by reference to Exhibit 35.4 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013
(File No. 333-172143-01).
35.5 Wells Fargo Bank, N.A., as Certificate Administrator
35.6 Wells Fargo Bank, N.A., as Custodian
99.1 Letter, dated August 13, 2013, from the Corporate Trust Services
division of Wells Fargo Bank, National Association, as Custodian to the
depositor regarding Compliance with Applicable Servicing Criteria for
Asset-backed Securities by Wells Fargo Bank, National Association, as
Custodian
(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: August 30, 2013
/s/ Matt Smith
Matt Smith, Vice President
Date: August 30, 2013
Exhibit Index
Exhibit No.
4 Pooling and Servicing Agreement, dated as of August 1, 2011, by and among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Midland Loan Services, a
Division of PNC Bank, National Association, as Pooled Special Servicer,
Wells Fargo Bank, National Association, as Providence Place Mall Loan
Special Servicer, U.S. Bank National Association, as Trustee, Wells Fargo
Bank, National Association, as Certificate Administrator, Paying Agent and
Custodian, and TriMont Real Estate Advisors, Inc., as Operating Advisor.
(Filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K/A
filed on September 27, 2011 and incorporated by reference herein)
10.1 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between
Deutsche Mortgage & Asset Receiving Corporation and German American Capital
Corporation (Filed as Exhibit 99.1 to the Registrants Current Report on
Form 8-K/A filed on September 27, 2011 and incorporated by reference herein)
10.2 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
Deutsche Mortgage & Asset Receiving Corporation, Ladder Capital Finance LLC
and Ladder Capital Finance Holdings LLLP (Filed as Exhibit 99.2 to the
Registrants Current Report on Form 8-K filed on August 26, 2011 and
incorporated by reference herein)
10.3 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
Deutsche Mortgage & Asset Receiving Corporation, Starwood Property Mortgage
Sub-2-A, L.L.C. and Starwood Property Mortgage, L.L.C. (Filed as Exhibit 99.
3 to the Registrants Current Report on Form 8-K filed on August 26, 2011
and incorporated by reference herein)
10.4 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
Deutsche Mortgage & Asset Receiving Corporation, Starwood Property Mortgage
Sub-3, L.L.C. and Starwood Property Mortgage, L.L.C. (Filed as Exhibit 99.4
to the Registrants Current Report on Form 8-K filed on August 26, 2011 and
incorporated by reference herein)
10.5 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
Deutsche Mortgage & Asset Receiving Corporation, Starwood Property Mortgage
Sub-4, L.L.C. and Starwood Property Mortgage, L.L.C. (Filed as Exhibit 99.5
to the Registrants Current Report on Form 8-K filed on August 26, 2011 and
incorporated by reference herein)
10.6 Mortgage Loan Purchase Agreement Corporation, dated as of August 30,
2011, between Deutsche Mortgage & Asset Receiving Corporation and UBS Real
Estate Securities Inc. (Filed as Exhibit 99.6 to the Registrants Current
Report on Form 8-K filed on August 26, 2011 and incorporated by reference
herein)
10.7 Primary Servicing Agreement, dated as of August 1, 2011, among Wells
Fargo Bank, National Association, as Master Servicer, and Bank of America,
National Association, as Primary Servicer (Filed as Exhibit 99.7 to the
Registrants Current Report on Form 8-K filed on August 26, 2011 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 Bank of America, N.A., as Primary Servicer incorporated by reference
to Exhibit 33.1 of the Annual Report on Form 10-K filed by the issuing
entity on March 29, 2013 (File No. 333-172143-01).
33.2 CoreLogic Commercial Real Estate Services, Inc, as Servicing Function
Participant incorporated by reference to Exhibit 33.2 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013
(File No. 333-172143-01).
33.3 Midland Loan Services, a Division of PNC Bank, National Association,
as Pooled Special Servicer incorporated by reference to Exhibit 33.3
of the Annual Report on Form 10-K filed by the issuing entity on
March 29, 2013 (File No. 333-172143-01).
33.4 National Tax Search, LLC, as Servicing Function Participant incorporated
by reference to Exhibit 33.4 of the Annual Report on Form 10-K filed by the
issuing entity on March 29, 2013 (File No. 333-172143-01).
33.5 TriMont Real Estate Advisors, Inc., as Operating Advisor incorporated
by reference to Exhibit 33.5 of the Annual Report on Form 10-K filed by
the issuing entity on March 29, 2013 (File No. 333-172143-01).
33.6 Wells Fargo Bank, N.A., as Master Servicer incorporated by reference
to Exhibit 33.6 of the Annual Report on Form 10-K filed by the issuing
entity on March 29, 2013 (File No. 333-172143-01).
33.7 Wells Fargo Bank, N.A., as Special Servicer for the Providence Place
Mall Loan incorporated by reference to Exhibit 33.7 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013
(File No. 333-172143-01).
33.8 Wells Fargo Bank, N.A., as Certificate Administrator incorporated by
reference to Exhibit 33.8 of the Annual Report on Form 10-K filed by the
issuing entity on March 29, 2013 (File No. 333-172143-01).
33.9 Wells Fargo Bank, N.A., as Custodian
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Bank of America, N.A., as Primary Servicer incorporated by reference
to Exhibit 34.1 of the Annual Report on Form 10-K filed by the issuing
entity on March 29, 2013 (File No. 333-172143-01).
34.2 CoreLogic Commercial Real Estate Services, Inc, as Servicing Function
Participant incorporated by reference to Exhibit 34.2 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013
(File No. 333-172143-01).
34.3 Midland Loan Services, a Division of PNC Bank, National Association,
as Pooled Special Servicer incorporated by reference to Exhibit 34.3 of the
Annual Report on Form 10-K filed by the issuing entity on March 29, 2013
(File No. 333-172143-01).
34.4 National Tax Search, LLC, as Servicing Function Participant
incorporated by reference to Exhibit 34.4 of the Annual Report on Form 10-K
filed by the issuing entity on March 29, 2013 (File No. 333-172143-01).
34.5 TriMont Real Estate Advisors, Inc., as Operating Advisor incorporated
by reference to Exhibit 34.5 of the Annual Report on Form 10-K filed by the
issuing entity on March 29, 2013 (File No. 333-172143-01).
34.6 Wells Fargo Bank, N.A., as Master Servicer incorporated by reference
to Exhibit 34.6 of the Annual Report on Form 10-K filed by the issuing
entity on March 29, 2013 (File No. 333-172143-01).
34.7 Wells Fargo Bank, N.A., as Special Servicer for the Providence Place
Mall Loan incorporated by reference to Exhibit 34.7 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013
(File No. 333-172143-01).
34.8 Wells Fargo Bank, N.A., as Certificate Administrator incorporated
by reference to Exhibit 34.8 of the Annual Report on Form 10-K filed by
the issuing entity on March 29, 2013 (File No. 333-172143-01).
34.9 Wells Fargo Bank, N.A., as Custodian
35 Servicer compliance statement.
35.1 Bank of America, N.A., as Primary Servicer incorporated by reference
to Exhibit 35.1 of the Annual Report on Form 10-K filed by the issuing
entity on March 29, 2013 (File No. 333-172143-01).
35.2 Midland Loan Services, a Division of PNC Bank, National Association,
as Pooled Special Servicer incorporated by reference to Exhibit 35.2 of the
Annual Report on Form 10-K filed by the issuing entity on March 29, 2013
(File No. 333-172143-01).
35.3 Wells Fargo Bank, N.A., as Master Servicer incorporated by reference
to Exhibit 35.3 of the Annual Report on Form 10-K filed by the issuing
entity on March 29, 2013 (File No. 333-172143-01).
35.4 Wells Fargo Bank, N.A., as Special Servicer for the Providence Place
Mall Loan incorporated by reference to Exhibit 35.4 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013
(File No. 333-172143-01).
35.5 Wells Fargo Bank, N.A., as Certificate Administrator
35.6 Wells Fargo Bank, N.A., as Custodian
99.1 Letter, dated August 13, 2013, from the Corporate Trust Services
division of Wells Fargo Bank, National Association, as Custodian to the
depositor regarding Compliance with Applicable Servicing Criteria for
Asset-backed Securities by Wells Fargo Bank, National Association, as
Custodian
