Attached files
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: 333-172143-06
COMM 2012-CCRE3 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.
Ladder Capital Finance LLC
(Exact names of the sponsors as specified in their Charters)
46-1194453
46-1412891
New York 46-6373885
(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 260 and 261 Madison Avenue Mortgage Loan and Emerald Square Mall
Mortgage Loan, which constituted approximately 10.1% and 6.0%, respectively,
of the asset pool of the issuing entity as of its cut-off date, are assets
of the issuing entity and are each part of a loan combination that includes
the 260 and 261 Madison Avenue Mortgage Loan or the Emerald Square Mall
Mortgage Loan and one other pari passu loan, respectively, which are not
assets of the issuing entity. These loan combinations, including the 260
and 261 Madison Avenue Mortgage Loan and Emerald Square Mall 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 Crossgates Mall
Mortgage Loan, which constituted approximately 8.6% of the asset pool of the
issuing entity as of its cut-off date. The Crossgates Mall Mortgage Loan is
an asset of the issuing entity and is part of a loan combination that
includes the Crossgates Mall Mortgage Loan and one other pari passu loan,
which is not an asset of the issuing entity. The other pari passu portion
of the loan combination was securitized in the COMM 2012-CCRE2 Mortgage
Trust transaction, Commission File Number 333-172143-05 (the "COMM
2012-CCRE2 Transaction"). This loan combination, including the Crossgates
Mall Mortgage Loan, is being serviced and administered pursuant to the
pooling and servicing agreement for the COMM 2012-CCRE2 Transaction, which
is incorporated by reference under Exhibit 4.2 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 Prince Building
Mortgage Loan, which constituted approximately 6.0% of the asset pool of the
issuing entity as of its cut-off date. The Prince Building Mortgage Loan is
an asset of the issuing entity and is part of a loan combination that
includes The Prince Building Mortgage Loan and one other pari passu loan,
which is not an asset of the issuing entity. This loan combination,
including The Prince Building Mortgage Loan, was serviced under the Pooling
and Servicing Agreement for the issuing entity prior to the closing of the
securitization of the other pari passu portion of The Prince Building loan
combination in the COMM 2012-CCRE4 Mortgage Trust transaction, Commission
File Number 333-172143-07 (the "COMM 2012-CCRE4 Transaction"). After the
closing of the COMM 2012-CCRE4 Transaction on November 13, 2012, this loan
combination, including The Prince Building Mortgage Loan was, and will
continue to be, serviced and administered pursuant to the pooling and
servicing agreement with respect to the COMM 2012-CCRE4 Transaction, which
is incorporated by reference as Exhibit 4.3 to this Annual Report on Form
10-K.
Wells Fargo Bank, National Association ("Wells Fargo") is the master
servicer of the loans serviced under the Pooling and Servicing Agreement
and the primary servicer, certificate administrator and custodian of the
Crossgates Mall Mortgage Loan and The Prince Building Mortgage Loan. Thus,
Wells Fargo is a "servicer," as defined in Item 1108(a)(iii) of Regulation
AB, with respect to the Crossgates Mall Mortgage Loan and The Prince
Building Mortgage Loan 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.
Midland Loan Services, a Division of PNC Bank, National Association
("Midland") is the special servicer of the Crossgates Mall Mortgage Loan,
which constituted approximately 8.6% of the asset pool of the issuing
entity as of its cut-off date and the special servicer of the loans
serviced under the Pooling and Servicing Agreement. Thus, Midland is
a "servicer," as defined in Item 1108(a)(iii) of Regulation AB, with
respect to the Crossgates Mall Mortgage Loan 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 Midland 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 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 including
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 260 and 261 Madison Avenue Mortgage Loan (Loan Number 1 on Annex A of
the prospectus supplement of the registrant relating to the issuing entity
filed on October 15, 2012 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 $22,078,571.00 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 October 15, 2012 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, 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 Crossgates Mall 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 2012-CCRE2 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 2012-CCRE2 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 Prince Building Mortgage Loan are attached
hereto under Item 15 to this Annual Report. Attached as Schedule II to the
pooling and servicing agreement for the COMM 2012-CCRE4 Transaction
incorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K
is a chart identifying the entities participating in a servicing function for
the COMM 2012-CCRE4 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 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.
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 October 1, 2012, 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 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,
filed on November 21, 2012 and incorporated by reference herein).
4.2 Pooling and Servicing Agreement, dated as of August 1, 2012, 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 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 to the registrant's Current
Report on Form 8-K filed on August 22, 2012 in connection with the
COMM 2012-CCRE2 Transaction and incorporated by reference herein).
4.3 Pooling and Servicing Agreement, dated as of November 1, 2012, among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Torchlight Loan
Services, 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 to the
registrant's Current Report on Form 8-K filed on November 13, 2012 in
connection with the COMM 2012-CCRE4 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 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer
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 Wells Fargo Bank, National Association, as Primary Servicer of
the 260 and 261 Madison Avenue Mortgage Loan (see Exhibit 33.1)
33.8 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the 260 and 261 Madison
Avenue Mortgage Loan (see Exhibit 33.2)
33.9 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the 260 and 261 Madison Avenue
Mortgage Loan (see Exhibit 33.3)
33.10 Situs Holdings LLC, as Operating Advisor of the 260 and 261
Madison Avenue Mortgage Loan (see Exhibit 33.4)
33.11 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the 260 and 261 Madison Avenue Mortgage
Loan (see Exhibit 33.5)
33.12 National Tax Search, LLC, as Servicing Function Participant of
the 260 and 261 Madison Avenue Mortgage Loan (see Exhibit 33.6)
33.13 Wells Fargo Bank, National Association, as Primary Servicer of
the Emerald Square Mortgage Loan (see Exhibit 33.1)
33.14 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the Emerald Square Mortgage
Loan (see Exhibit 33.2)
33.15 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the Emerald Square Mortgage
Loan (see Exhibit 33.3)
33.16 Situs Holdings LLC, as Operating Advisor of the Emerald Square
Mortgage Loan (see Exhibit 33.4)
33.17 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Emerald Square Mortgage Loan
(see Exhibit 33.5)
33.18 National Tax Search, LLC, as Servicing Function Participant of
the Emerald Square Mortgage Loan (see Exhibit 33.6)
33.19 Wells Fargo Bank, National Association, as Primary Servicer of
the Crossgates Mall Mortgage Loan (see Exhibit 33.1)
33.20 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the Crossgates Mall Mortgage
Loan (see Exhibit 33.2)
33.21 Wells Fargo Bank, National Association, as Certificate
Administrator of the Crossgates Mall Mortgage Loan
33.22 Wells Fargo Bank, National Association, as Custodian of the
Crossgates Mall Mortgage Loan
33.23 Park Bridge Lender Services, LLC, as Operating Advisor of the
Crossgates Mall Mortgage Loan
33.24 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Crossgates Mall Mortgage Loan
(see Exhibit 33.5)
33.25 National Tax Search, LLC, as Servicing Function Participant of
the Crossgates Mall Mortgage Loan (see Exhibit 33.6)
33.26 Wells Fargo Bank, National Association, as Primary Servicer of
The Prince Building Mortgage Loan (see Exhibit 33.1)
33.27 Torchlight Loan Services, LLC, as Special Servicer of The Prince
Building Mortgage Loan
33.28 Wells Fargo Bank, National Association, as Certificate
Administrator of The Prince Building Mortgage Loan
(see Exhibit 33.21)
33.29 Wells Fargo Bank, National Association, as Custodian of The
Prince Building Mortgage Loan (see Exhibit 33.22)
33.30 Park Bridge Lender Services, LLC, as Operating Advisor of The
Prince Building Mortgage Loan (see Exhibit 33.23)
33.31 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of The Prince Building Mortgage Loan
(see Exhibit 33.24)
33.32 National Tax Search, LLC, as Servicing Function Participant of
The Prince Building Mortgage Loan (see Exhibit 33.25)
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 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer
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 Wells Fargo Bank, National Association, as Primary Servicer of
the 260 and 261 Madison Avenue Mortgage Loan (see Exhibit 34.1)
34.8 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the 260 and 261 Madison
Avenue Mortgage Loan (see Exhibit 34.2)
34.9 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the 260 and 261 Madison Avenue
Mortgage Loan (see Exhibit 34.3)
34.10 Situs Holdings LLC, as Operating Advisor of the 260 and 261
Madison Avenue Mortgage Loan (see Exhibit 34.4)
34.11 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the 260 and 261 Madison Avenue Mortgage
Loan (see Exhibit 34.5)
34.12 National Tax Search, LLC, as Servicing Function Participant of
the 260 and 261 Madison Avenue Mortgage Loan (see Exhibit 34.6)
34.13 Wells Fargo Bank, National Association, as Primary Servicer of
the Emerald Square Mortgage Loan (see Exhibit 34.1)
34.14 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the Emerald Square Mortgage
Loan (see Exhibit 34.2)
34.15 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the Emerald Square Mortgage
Loan (see Exhibit 34.3)
34.16 Situs Holdings LLC, as Operating Advisor of the Emerald Square
Mortgage Loan (see Exhibit 34.4)
34.17 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Emerald Square Mortgage Loan
(see Exhibit 34.5)
34.18 National Tax Search, LLC, as Servicing Function Participant of
the Emerald Square Mortgage Loan (see Exhibit 34.6)
34.19 Wells Fargo Bank, National Association, as Primary Servicer of
the Crossgates Mall Mortgage Loan (see Exhibit 34.1)
34.20 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the Crossgates Mall Mortgage
Loan (see Exhibit 34.2)
34.21 Wells Fargo Bank, National Association, as Certificate
Administrator of the Crossgates Mall Mortgage Loan
34.22 Wells Fargo Bank, National Association, as Custodian of the
Crossgates Mall Mortgage Loan
34.23 Park Bridge Lender Services, LLC, as Operating Advisor of the
Crossgates Mall Mortgage Loan
34.24 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Crossgates Mall Mortgage Loan
(see Exhibit 34.5)
34.25 National Tax Search, LLC, as Servicing Function Participant of
the Crossgates Mall Mortgage Loan (see Exhibit 34.6)
34.26 Wells Fargo Bank, National Association, as Primary Servicer of
The Prince Building Mortgage Loan (see Exhibit 34.1)
34.27 Torchlight Loan Services, LLC, as Special Servicer of The Prince
Building Mortgage Loan
34.28 Wells Fargo Bank, National Association, as Certificate
Administrator of The Prince Building Mortgage Loan
(see Exhibit 34.21)
34.29 Wells Fargo Bank, National Association, as Custodian of The
Prince Building Mortgage Loan (see Exhibit 34.22)
34.30 Park Bridge Lender Services, LLC, as Operating Advisor of The
Prince Building Mortgage Loan (see Exhibit 34.23)
34.31 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of The Prince Building Mortgage Loan
(see Exhibit 34.24)
34.32 National Tax Search, LLC, as Servicing Function Participant of
The Prince Building Mortgage Loan (see Exhibit 34.25)
35 Servicer compliance statement.
35.1 Wells Fargo Bank, National Association, as Master Servicer
35.2 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer
35.3 Deutsche Bank Trust Company Americas, as Certificate
Administrator
35.4 Wells Fargo Bank, National Association, as Primary Servicer
of the 260 and 261 Madison Avenue Mortgage Loan
(see Exhibit 35.1)
35.5 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the 260 and 261 Madison
Avenue Mortgage Loan (see Exhibit 35.2)
35.6 Deutsche Bank Trust Company Americas, as Certificate
Administrator of the 260 and 261 Madison Avenue Mortgage
Loan (see Exhibit 35.3)
35.7 Wells Fargo Bank, National Association, as Primary Servicer
of the Emerald Square Mall Mortgage Loan (see Exhibit 35.1)
35.8 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the Emerald Square Mall
Mortgage Loan (see Exhibit 35.2)
35.9 Deutsche Bank Trust Company Americas, as Certificate
Administrator of the Emerald Square Mall Mortgage Loan
(see Exhibit 35.3)
35.10 Wells Fargo Bank, National Association, as Primary Servicer
of the Crossgates Mall Mortgage Loan
35.11 Midland Loan Services a Division of PNC Bank, National
Association, as Special Servicer of the Crossgates Mall
Mortgage Loan (see Exhibit 35.2)
35.12 Wells Fargo Bank, National Association, as Certificate
Administrator of the Crossgates Mall Mortgage Loan
35.13 Wells Fargo Bank, National Association, as Primary Servicer
of The Prince Building Mortgage Loan
35.14 Wells Fargo Bank, National Association, as Certificate
Administrator of The Prince Building Mortgage Loan
99.1 Mortgage Loan Purchase Agreement, dated as of October 3, 2012
between Cantor Commercial Real Estate Lending, L.P., as seller, and
Deutsche Mortgage & Asset Receiving Corporation, as purchaser.
(Filed as Exhibit 99.2 to the Registrant's Current Report on Form
8-K/A dated November 21, 2012 and filed by the registrant on
November 21, 2012, which is incorporated by reference herein).
99.2 Mortgage Loan Purchase Agreement, dated as of October 3, 2012
between German American Capital Corporation, as seller, and
Deutsche Mortgage & Asset Receiving Corporation, as purchaser.
(Filed as Exhibit 99.1 to the Registrant's Current Report on
Form 8-K/A dated November 21, 2012 and filed by the registrant on
November 21, 2012, which is incorporated by reference herein).
99.3 Mortgage Loan Purchase Agreement, dated as of October 3, 2012
between Ladder Capital Finance LLC, as seller, and Deutsche
Mortgage & Asset Receiving Corporation, as purchaser. (Filed
as Exhibit 99.3 to the Registrant's Current Report on Form 8-K
dated November 21, 2012 and filed by the registrant on November
21, 2012, which is 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 27, 2014
/s/ Natalie D. Grainger
Natalie D. Grainger, Vice President
Date: March 27, 2014
EXHIBIT INDEX
Exhibit No.
4.1 Pooling and Servicing Agreement, dated as of October 1, 2012, 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 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,
filed on November 21, 2012 and incorporated by reference herein).
4.2 Pooling and Servicing Agreement, dated as of August 1, 2012, 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 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 to the registrant's Current
Report on Form 8-K filed on August 22, 2012 in connection with the
COMM 2012-CCRE2 Transaction and incorporated by reference herein).
4.3 Pooling and Servicing Agreement, dated as of November 1, 2012, among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Torchlight Loan
Services, 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 to the
registrant's Current Report on Form 8-K filed on November 13, 2012 in
connection with the COMM 2012-CCRE4 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 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer
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 Wells Fargo Bank, National Association, as Primary Servicer of
the 260 and 261 Madison Avenue Mortgage Loan (see Exhibit 33.1)
33.8 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the 260 and 261 Madison
Avenue Mortgage Loan (see Exhibit 33.2)
33.9 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the 260 and 261 Madison Avenue
Mortgage Loan (see Exhibit 33.3)
33.10 Situs Holdings LLC, as Operating Advisor of the 260 and 261
Madison Avenue Mortgage Loan (see Exhibit 33.4)
33.11 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the 260 and 261 Madison Avenue Mortgage
Loan (see Exhibit 33.5)
33.12 National Tax Search, LLC, as Servicing Function Participant of
the 260 and 261 Madison Avenue Mortgage Loan (see Exhibit 33.6)
33.13 Wells Fargo Bank, National Association, as Primary Servicer of
the Emerald Square Mortgage Loan (see Exhibit 33.1)
33.14 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the Emerald Square Mortgage
Loan (see Exhibit 33.2)
33.15 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the Emerald Square Mortgage
Loan (see Exhibit 33.3)
33.16 Situs Holdings LLC, as Operating Advisor of the Emerald Square
Mortgage Loan (see Exhibit 33.4)
33.17 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Emerald Square Mortgage Loan
(see Exhibit 33.5)
33.18 National Tax Search, LLC, as Servicing Function Participant of
the Emerald Square Mortgage Loan (see Exhibit 33.6)
33.19 Wells Fargo Bank, National Association, as Primary Servicer of
the Crossgates Mall Mortgage Loan (see Exhibit 33.1)
33.20 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the Crossgates Mall Mortgage
Loan (see Exhibit 33.2)
33.21 Wells Fargo Bank, National Association, as Certificate
Administrator of the Crossgates Mall Mortgage Loan
33.22 Wells Fargo Bank, National Association, as Custodian of the
Crossgates Mall Mortgage Loan
33.23 Park Bridge Lender Services, LLC, as Operating Advisor of the
Crossgates Mall Mortgage Loan
33.24 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Crossgates Mall Mortgage Loan
(see Exhibit 33.5)
33.25 National Tax Search, LLC, as Servicing Function Participant of
the Crossgates Mall Mortgage Loan (see Exhibit 33.6)
33.26 Wells Fargo Bank, National Association, as Primary Servicer of
The Prince Building Mortgage Loan (see Exhibit 33.1)
33.27 Torchlight Loan Services, LLC, as Special Servicer of The Prince
Building Mortgage Loan
33.28 Wells Fargo Bank, National Association, as Certificate
Administrator of The Prince Building Mortgage Loan
(see Exhibit 33.21)
33.29 Wells Fargo Bank, National Association, as Custodian of The
Prince Building Mortgage Loan (see Exhibit 33.22)
33.30 Park Bridge Lender Services, LLC, as Operating Advisor of The
Prince Building Mortgage Loan (see Exhibit 33.23)
33.31 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of The Prince Building Mortgage Loan
(see Exhibit 33.24)
33.32 National Tax Search, LLC, as Servicing Function Participant of
The Prince Building Mortgage Loan (see Exhibit 33.25)
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 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer
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 Wells Fargo Bank, National Association, as Primary Servicer of
the 260 and 261 Madison Avenue Mortgage Loan (see Exhibit 34.1)
34.8 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the 260 and 261 Madison
Avenue Mortgage Loan (see Exhibit 34.2)
34.9 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the 260 and 261 Madison Avenue
Mortgage Loan (see Exhibit 34.3)
34.10 Situs Holdings LLC, as Operating Advisor of the 260 and 261
Madison Avenue Mortgage Loan (see Exhibit 34.4)
34.11 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the 260 and 261 Madison Avenue Mortgage
Loan (see Exhibit 34.5)
34.12 National Tax Search, LLC, as Servicing Function Participant of
the 260 and 261 Madison Avenue Mortgage Loan (see Exhibit 34.6)
34.13 Wells Fargo Bank, National Association, as Primary Servicer of
the Emerald Square Mortgage Loan (see Exhibit 34.1)
34.14 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the Emerald Square Mortgage
Loan (see Exhibit 34.2)
34.15 Deutsche Bank Trust Company Americas, as Certificate
Administrator and Custodian of the Emerald Square Mortgage
Loan (see Exhibit 34.3)
34.16 Situs Holdings LLC, as Operating Advisor of the Emerald Square
Mortgage Loan (see Exhibit 34.4)
34.17 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Emerald Square Mortgage Loan
(see Exhibit 34.5)
34.18 National Tax Search, LLC, as Servicing Function Participant of
the Emerald Square Mortgage Loan (see Exhibit 34.6)
34.19 Wells Fargo Bank, National Association, as Primary Servicer of
the Crossgates Mall Mortgage Loan (see Exhibit 34.1)
34.20 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the Crossgates Mall Mortgage
Loan (see Exhibit 34.2)
34.21 Wells Fargo Bank, National Association, as Certificate
Administrator of the Crossgates Mall Mortgage Loan
34.22 Wells Fargo Bank, National Association, as Custodian of the
Crossgates Mall Mortgage Loan
34.23 Park Bridge Lender Services, LLC, as Operating Advisor of the
Crossgates Mall Mortgage Loan
34.24 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Crossgates Mall Mortgage Loan
(see Exhibit 34.5)
34.25 National Tax Search, LLC, as Servicing Function Participant of
the Crossgates Mall Mortgage Loan (see Exhibit 34.6)
34.26 Wells Fargo Bank, National Association, as Primary Servicer of
The Prince Building Mortgage Loan (see Exhibit 34.1)
34.27 Torchlight Loan Services, LLC, as Special Servicer of The Prince
Building Mortgage Loan
34.28 Wells Fargo Bank, National Association, as Certificate
Administrator of The Prince Building Mortgage Loan
(see Exhibit 34.21)
34.29 Wells Fargo Bank, National Association, as Custodian of The
Prince Building Mortgage Loan (see Exhibit 34.22)
34.30 Park Bridge Lender Services, LLC, as Operating Advisor of The
Prince Building Mortgage Loan (see Exhibit 34.23)
34.31 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of The Prince Building Mortgage Loan
(see Exhibit 34.24)
34.32 National Tax Search, LLC, as Servicing Function Participant of
The Prince Building Mortgage Loan (see Exhibit 34.25)
35 Servicer compliance statement.
35.1 Wells Fargo Bank, National Association, as Master Servicer
35.2 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer
35.3 Deutsche Bank Trust Company Americas, as Certificate
Administrator
35.4 Wells Fargo Bank, National Association, as Primary Servicer
of the 260 and 261 Madison Avenue Mortgage Loan
(see Exhibit 35.1)
35.5 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the 260 and 261 Madison
Avenue Mortgage Loan (see Exhibit 35.2)
35.6 Deutsche Bank Trust Company Americas, as Certificate
Administrator of the 260 and 261 Madison Avenue Mortgage
Loan (see Exhibit 35.3)
35.7 Wells Fargo Bank, National Association, as Primary Servicer
of the Emerald Square Mall Mortgage Loan (see Exhibit 35.1)
35.8 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer of the Emerald Square Mall
Mortgage Loan (see Exhibit 35.2)
35.9 Deutsche Bank Trust Company Americas, as Certificate
Administrator of the Emerald Square Mall Mortgage Loan
(see Exhibit 35.3)
35.10 Wells Fargo Bank, National Association, as Primary Servicer
of the Crossgates Mall Mortgage Loan
35.11 Midland Loan Services a Division of PNC Bank, National
Association, as Special Servicer of the Crossgates Mall
Mortgage Loan (see Exhibit 35.2)
35.12 Wells Fargo Bank, National Association, as Certificate
Administrator of the Crossgates Mall Mortgage Loan
35.13 Wells Fargo Bank, National Association, as Primary Servicer
of The Prince Building Mortgage Loan
35.14 Wells Fargo Bank, National Association, as Certificate
Administrator of The Prince Building Mortgage Loan
99.1 Mortgage Loan Purchase Agreement, dated as of October 3, 2012
between Cantor Commercial Real Estate Lending, L.P., as seller, and
Deutsche Mortgage & Asset Receiving Corporation, as purchaser.
(Filed as Exhibit 99.2 to the Registrant's Current Report on Form
8-K/A dated November 21, 2012 and filed by the registrant on
November 21, 2012, which is incorporated by reference herein).
99.2 Mortgage Loan Purchase Agreement, dated as of October 3, 2012
between German American Capital Corporation, as seller, and
Deutsche Mortgage & Asset Receiving Corporation, as purchaser.
(Filed as Exhibit 99.1 to the Registrant's Current Report on
Form 8-K/A dated November 21, 2012 and filed by the registrant on
November 21, 2012, which is incorporated by reference herein).
99.3 Mortgage Loan Purchase Agreement, dated as of October 3, 2012
between Ladder Capital Finance LLC, as seller, and Deutsche
Mortgage & Asset Receiving Corporation, as purchaser. (Filed
as Exhibit 99.3 to the Registrant's Current Report on Form 8-K
dated November 21, 2012 and filed by the registrant on November
21, 2012, which is incorporated by reference herein)
