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: 333-172143-06
Central Index Key Number of the issuing entity: 0001556487
COMM 2012-CCRE3 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: 0001558761
Cantor Commercial Real Estate Lending, L.P.
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001541468
Ladder Capital Finance LLC
(exact name of the sponsor as specified in its charter)
New York 46-1194453
(State or other jurisdiction of 46-1412891
incorporation or organization 46-6373885
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 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
capacities 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
capacities 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 mortgage loans serviced under the Pooling and Servicing
Agreement and the primary servicer and certificate administrator of
the Crossgates Mall Mortgage Loan and The Prince Building Mortgage Loan.
Thus, Wells Fargo is a "servicer," as defined in Item 1108(a)(2)(iii) of
Regulation AB, with respect to these mortgage loans because it is
servicing mortgage loans which constituted 10% or more of the assets of
the issuing entity as of its cut-off date. The assessments of compliance
with applicable servicing criteria, accountants' attestation reports and
servicer compliance statements delivered by Wells Fargo in the capacities
described above are listed in the Exhibit Index.
Midland Loan Services, a Division of PNC Bank, National Association
("Midland") is the special servicer of the mortgage loans serviced under
the Pooling and Servicing Agreement and the Crossgates Mall Mortgage Loan.
Thus, Midland is a "servicer," as defined in Item 1108(a)(2)(iii) of
Regulation AB, with respect to these mortgage loans because it is
servicing mortgage loans which constituted 10% or more of the assets
of the issuing entity as of its cut-off date. The assessments of
compliance with applicable servicing criteria, accountants' attestation
reports and servicer compliance statements delivered by Midland in the
capacities described above are listed in the Exhibit Index.
Torchlight Loan Services, LLC ("Torchlight") acted as special servicer
of The Prince Building Mortgage Loan, which constituted approximately
6.0% of the asset pool of the issuing entity as of its cut-off date,
under the pooling and servicing agreement for the COMM 2012-CCRE4
Transaction prior to October 6, 2014, the date as of which Torchlight
was removed as special servicer and replaced by Rialto Capital Advisors,
LLC ("Rialto"). Rialto is the special servicer of The Prince Building
Mortgage Loan under the pooling and servicing agreement for the
COMM 2012-CCRE4 Transaction on and after October 6, 2014. In accordance
with the Compliance and Disclosure Interpretations, Section 200.03 (Rules
13a-18 and 15d-18, Servicer's Assessment of Compliance), the percentage
set forth above must be reduced for each special servicer pro rata
because each was only acting as a special servicer of The Prince
Building Mortgage Loan for a portion of the reporting period covered by
this Annual Report on Form 10-K. As a result, both Torchlight and Rialto
fall below the de minimis requirements in Items 1122 and 1123 of
Regulation AB and no assessments of compliance with applicable servicing
criteria, accountants' attestation reports on assessment of compliance
with applicable servicing criteria or servicer compliance statements for
Torchlight or Rialto are required.
U.S. Bank National Association acts as trustee of the issuing entity,
the Crossgates Mall Mortgage Loan and The Prince Building Mortgage
Loan. Pursuant to the Pooling and Servicing Agreement, the pooling and
servicing agreement with respect to the COMM 2012-CCRE2 Transaction and
the pooling and servicing agreement with respect to the COMM 2012-CCRE4
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 or primary servicer covers Item
1122(d)(2)(iii) of Regulation AB.
This Annual Report on Form 10-K includes assessments of compliance
with applicable servicing criteria and accountant's attestation
reports from CoreLogic Commercial Real Estate Services, Inc. and
National Tax Search, LLC. These entities were engaged by the master
servicer and the primary servicer of the Crossgates Mall Mortgage
Loan and The Prince Building 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 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) 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.
The 260 and 261 Madison Avenue Mortgage Loan (Loan Number 1 on Annex A-1
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 $20,490,146.00
for the twelve month period ended December 31, 2014.
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 U.S. Bank National Association, as trustee, Deutsche Bank
Trust Company Americas, as certificate administrator, and Wells Fargo Bank,
N.A., as certificate administrator:
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.
On June 18, 2014, a group of institutional investors filed a civil complaint
in the Supreme Court of the State of New York, New York County, against Wells
Fargo Bank, N.A., in its capacity as trustee under 276 residential mortgage
backed securities ("RMBS") trusts, which was later amended on July 18, 2014,
to increase the number of trusts to 284 RMBS trusts. On November 24, 2014,
the plaintiffs filed a motion to voluntarily dismiss the state court action
without prejudice. That same day, a group of institutional investors filed a
civil complaint in the United States District Court for the Southern District
of New York against Wells Fargo Bank, N.A., alleging claims against the bank
in its capacity as trustee for 274 RMBS trusts (the "Complaint"). In December
2014, the plaintiffs' motion to voluntarily dismiss their original state court
action was granted. As with the prior state court action, the Complaint is one
of six similar complaints filed contemporaneously against RMBS trustees
(Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and US Bank) by a
group of institutional investor plaintiffs. The Complaint against Wells Fargo
Bank, N.A. alleges that the trustee caused losses to investors and asserts
causes of action based upon, among other things, the trustee's alleged failure
to (i) enforce repurchase obligations of mortgage loan sellers for purported
breaches of representations and warranties, (ii) notify investors of alleged
events of default purportedly caused by breaches by mortgage loan servicers,
and (iii) abide by appropriate standards of care following alleged events of
default. Relief sought includes money damages in an unspecified amount,
reimbursement of expenses, and equitable relief. Other cases alleging similar
causes of action have been filed against Wells Fargo Bank, N.A. and other
trustees by RMBS investors in these and 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, Wells Fargo Bank, N.A.
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 any losses
to investors, and that it has meritorious defenses, and it intends to contest
the plaintiffs' claims vigorously.
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 on Form 10-K. 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).
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 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 Wells Fargo Bank, National Association, as Certificate Administrator
of The Prince Building Mortgage Loan (see Exhibit 33.21)
33.28 Wells Fargo Bank, National Association, as Custodian of The Prince
Building Mortgage Loan (see Exhibit 33.22)
33.29 Park Bridge Lender Services, LLC, as Operating Advisor of The Prince
Building Mortgage Loan (see Exhibit 33.23)
33.30 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of The Prince Building Mortgage Loan (see Exhibit 33.5)
33.31 National Tax Search, LLC, as Servicing Function Participant of The
Prince Building Mortgage Loan (see Exhibit 33.6)
34 Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
34.1 Wells Fargo Bank, National Association, as Master Servicer
34.2 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 Wells Fargo Bank, National Association, as Certificate Administrator
of The Prince Building Mortgage Loan (see Exhibit 34.21)
34.28 Wells Fargo Bank, National Association, as Custodian of The Prince
Building Mortgage Loan (see Exhibit 34.22)
34.29 Park Bridge Lender Services, LLC, as Operating Advisor of The Prince
Building Mortgage Loan (see Exhibit 34.23)
34.30 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of The Prince Building Mortgage Loan (see Exhibit 34.5)
34.31 National Tax Search, LLC, as Servicing Function Participant of The
Prince Building Mortgage Loan (see Exhibit 34.6)
35 Servicer compliance statements.
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 among
Ladder Capital Finance LLC, as seller, Ladder Capital Finance Holdings
LLLP and Deutsche Mortgage & Asset Receiving Corporation, as purchaser.
(Filed as Exhibit 99.3 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).
(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 25, 2015
/s/ Natalie Grainger
____________________________
Natalie Grainger, Vice President
Date: March 25, 2015
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 Wells Fargo Bank, National Association, as Certificate Administrator
of The Prince Building Mortgage Loan (see Exhibit 33.21)
33.28 Wells Fargo Bank, National Association, as Custodian of The Prince
Building Mortgage Loan (see Exhibit 33.22)
33.29 Park Bridge Lender Services, LLC, as Operating Advisor of The Prince
Building Mortgage Loan (see Exhibit 33.23)
33.30 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of The Prince Building Mortgage Loan (see Exhibit 33.5)
33.31 National Tax Search, LLC, as Servicing Function Participant of The
Prince Building Mortgage Loan (see Exhibit 33.6)
34 Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
34.1 Wells Fargo Bank, National Association, as Master Servicer
34.2 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 Wells Fargo Bank, National Association, as Certificate Administrator
of The Prince Building Mortgage Loan (see Exhibit 34.21)
34.28 Wells Fargo Bank, National Association, as Custodian of The Prince
Building Mortgage Loan (see Exhibit 34.22)
34.29 Park Bridge Lender Services, LLC, as Operating Advisor of The Prince
Building Mortgage Loan (see Exhibit 34.23)
34.30 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of The Prince Building Mortgage Loan (see Exhibit 34.5)
34.31 National Tax Search, LLC, as Servicing Function Participant of The
Prince Building Mortgage Loan (see Exhibit 34.6)
35 Servicer compliance statements.
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 among
Ladder Capital Finance LLC, as seller, Ladder Capital Finance Holdings
LLLP and Deutsche Mortgage & Asset Receiving Corporation, as purchaser.
(Filed as Exhibit 99.3 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).
