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, 2016
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
(State or other jurisdiction of
incorporation or organization of
the issuing entity)
46-1194453
46-1412891
46-6373885
(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 Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post
such files).
Not applicable.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Not applicable.
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See 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 the 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 each an asset 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 which are assets of the issuing entity
and one other pari passu loan, which is not an asset of the issuing entity.
These loan combinations, including the 260 and 261 Madison Avenue
Mortgage Loan and the 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. Wells Fargo Bank, National Association is the master servicer
under the Pooling and Servicing Agreement. The responsibilities of Wells
Fargo Bank, National Association, as primary servicer of each of these loan
combinations with respect to the issuing entity, are subsumed within its
responsibilities as master servicer under the Pooling and Servicing
Agreement. Thus, the servicer compliance statement provided by Wells
Fargo Bank, National Association, as master servicer under the Pooling and
Servicing Agreement, encompasses its roles as both master servicer and
primary servicer with respect to these loan combinations.
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 as Exhibit 4.2 to this Annual Report on
Form 10-K. Wells Fargo Bank, National Association is the master servicer
under the pooling and servicing agreement for the COMM 2012-CCRE2
Transaction. The responsibilities of Wells Fargo Bank, National
Association, as primary servicer of this loan combination with respect to the
issuing entity, are subsumed within its responsibilities as master servicer
under the pooling and servicing agreement for the COMM 2012-CCRE2
Transaction. Thus, the servicer compliance statement provided by Wells
Fargo Bank, National Association, as master servicer under such pooling and
servicing agreement, encompasses its roles as both master servicer and
primary servicer with respect to this loan combination.
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 is the master servicer under the pooling and servicing
agreement for the COMM 2012-CCRE4 Transaction. The responsibilities of
Wells Fargo Bank, National Association, as primary servicer of this loan
combination with respect to the issuing entity, are subsumed within its
responsibilities as master servicer under the pooling and servicing agreement
for the COMM 2012-CCRE4 Transaction. Thus, the servicer compliance
statement provided by Wells Fargo Bank, National Association, as master
servicer under such pooling and servicing agreement, encompasses its roles
as both master servicer and primary servicer with respect to this loan
combination.
Wells Fargo Bank, National Association 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. As a result, Wells
Fargo Bank, National Association is a "servicer" as defined in Item
1108(a)(2)(iii) of Regulation AB, in the capacities described above, because
it is servicing mortgage loans that 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 Bank, National Association
in the capacities described above are listed in the Exhibit Index.
Midland Loan Services, a Division of PNC Bank, National Association is the
special servicer of the mortgage loans serviced under the Pooling and
Servicing Agreement and the Crossgates Mall Mortgage Loan. As a result,
Midland Loan Services, a Division of PNC Bank, National Association is a
"servicer" as defined in Item 1108(a)(2)(iii) of Regulation AB, in the
capacities described above, because it is servicing mortgage loans that
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 Loan Services, a Division of PNC Bank, National Association in
the capacities described above are listed in the Exhibit Index.
U.S. Bank National Association acts as trustee of the mortgage loans
serviced under the Pooling and Servicing Agreement, the Crossgates Mall
Mortgage Loan and The Prince Building Mortgage Loan. Pursuant to the
Pooling and Servicing Agreement, the pooling and servicing agreement for
the COMM 2012-CCRE2 Transaction and the pooling and servicing
agreement for 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, during the reporting period, the trustee did not perform any
servicing function with respect to the servicing criteria specified in Item
1122(d)(2)(iii) of Regulation AB. The master servicer or the special
servicer, to the extent required, performed the servicing function identified
with respect to Item 1122(d)(2)(iii) of Regulation AB, and each such party
included Item 1122(d)(2)(iii) of Regulation AB in the assessment of
compliance with applicable servicing criteria and accountant's attestation
report for the subject transaction. As a result, this Annual Report on Form
10-K does not include an assessment of compliance with applicable servicing
criteria of the trustee. One or more other servicers of the mortgage loans
serviced under the Pooling and Servicing Agreement, the Crossgates Mall
Mortgage Loan and The Prince Building Mortgage Loan have delivered one
or more assessments of compliance with respect to Item 1122(d)(2)(iii) of
Regulation AB.
This Annual Report on Form 10-K includes assessments of compliance with
applicable servicing criteria and accountants' attestation reports from
CoreLogic Commercial Real Estate Services, Inc. and National Tax Search,
LLC. These entities were engaged by the master servicer under the Pooling
and Servicing Agreement 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 servicing functions are included
within the servicing criteria set forth in Items 1122(d)(4)(xi) and
1122(d)(4)(xii) of Regulation AB. Therefore, under the principles-based
definition of "servicer" set forth in Item 1101(j) of Regulation AB that looks
to the functions that an entity performs, these vendors are "servicers" for
the purposes of Item 1122 of Regulation AB. See Compliance and Disclosure
Interpretations, Section 301.01 (Item 1101(j)).
With respect to the pari passu loan combination that includes The Prince
Building Mortgage Loan, the servicer compliance statement of Rialto Capital
Advisors, LLC as special servicer of The Prince Building Mortgage Loan,
listed on the Exhibit Index is omitted from this Annual Report on Form 10-K
as it is not required by Item 1123 of Regulation AB to be included on this
Annual Report on Form 10-K because it is an unaffiliated party that is not a
"servicer" that meets the criteria in Item 1108(a)(2)(i) through (iii) of
Regulation AB.
PART I
Item 1. Business.
Omitted.
Item 1A. Risk Factors.
Omitted.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
Omitted.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
Omitted.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Omitted.
Item 9A. Controls and Procedures.
Omitted.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
Omitted.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
Omitted.
Item 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
The 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
as disclosed in the prospectus supplement. In accordance with Item 1112(b)
of Regulation AB, the most recent unaudited net operating income of the
significant obligor was $25,842,279.00 for the twelve-month period ended
December 31, 2016.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial
Information.
No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this transaction
as described under Item 1114(a) of Regulation AB.
Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial
Information).
No entity or group of affiliated entities provides any derivative
instruments or other support for the certificates within this transaction
as described under Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no material pending legal proceeding involving the
trust or any party related to the trust, other than routine litigation
incidental to the duties of those respective parties, and the following, with
respect to Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian and Wells Fargo Bank, National Association, as Certificate
Administrator and Custodian:
Deutsche Bank Trust Company Americas ("DBTCA") and Deutsche Bank National
Trust Company ("DBNTC") have been sued by investors in civil litigation
concerning their role as trustees of certain RMBS trusts.
On June 18, 2014, a group of investors, including funds managed by
Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed a
derivative action against DBNTC and DBTCA 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 U.S. Trust
Indenture Act of 1939 (TIA), breach of contract, breach of fiduciary duty
and negligence based on DBNTC and DBTCA's alleged failure to perform
their duties as trustees for the trusts. Plaintiffs subsequently
dismissed their state court complaint and filed a derivative and class
action complaint in the U.S. District Court for the Southern District of
New York on behalf of and for the benefit of 564 private-label RMBS
trusts, which substantially overlapped with the trusts at issue in the
state court action. The complaint alleges that the trusts at issue have
suffered total realized collateral losses of U.S. $89.4 billion, but the
complaint does not include a demand for money damages in a sum certain.
DBNTC and DBTCA filed a motion to dismiss, and on January 19, 2016, the
court partially granted the motion on procedural grounds: as to the 500
trusts that are governed by Pooling and Servicing Agreements, the court
declined to exercise jurisdiction. The court did not rule on substantive
defenses asserted in the motion to dismiss. On March 22, 2016, plaintiffs
filed an amended complaint in federal court. In the amended complaint, in
connection with 62 trusts governed by indenture agreements, plaintiffs
assert claims for breach of contract, violation of the TIA, breach of
fiduciary duty, and breach of duty to avoid conflicts of interest. The
amended complaint alleges that the trusts at issue have suffered total
realized collateral losses of U.S. $9.8 billion, but the complaint does
not include a demand for money damages in a sum certain. On July 15,
2016, DBNTC and DBTCA filed a motion to dismiss the amended complaint. On
January 23, 2017, the court granted in part and denied in part DBNTC and
DBTCA's motion to dismiss. The court granted the motion to dismiss with
respect to plaintiffs' conflict-of-interest claim, thereby dismissing it,
and denied the motion to dismiss with respect to plaintiffs' breach of
contract claim (except as noted below) and claim for violation of the
TIA, thereby allowing those claims to proceed. On January 26, 2017, the
parties filed a joint stipulation and proposed order dismissing
plaintiffs' claim for breach of fiduciary duty. On January 27, 2017, the
court entered the parties' joint stipulation and ordered that plaintiffs'
claim for breach of fiduciary duty be dismissed. On February 3, 2017,
following a hearing concerning DBNTC and DBTCA's motion to dismiss on
February 2, 2017, the court issued a short form order dismissing (i)
plaintiffs' representation and warranty claims as to 21 trusts whose
originators and/or sponsors had entered bankruptcy and the deadline for
asserting claims against such originators and/or sponsors had passed as
of 2009 and (ii) plaintiffs' claims to the extent they were premised upon
any alleged pre-Event of Default duty to terminate servicers. Discovery
is ongoing.
On March 25, 2016, the BlackRock plaintiffs filed a state court action
against DBTCA in the Superior Court of California, Orange County with
respect to 513 trusts. On May 18, 2016, plaintiffs filed an amended
complaint with respect to 465 trusts, and included DBNTC as an additional
defendant. The amended complaint asserts three causes of action: breach
of contract; breach of fiduciary duty; and breach of the duty to avoid
conflicts of interest. Plaintiffs purport to bring the action on behalf
of themselves and all other current owners of certificates in the 465
trusts. The amended complaint alleges that the trusts at issue have
suffered total realized collateral losses of U.S. $75.7 billion, but does
not include a demand for money damages in a sum certain. On August 22,
2016, DBNTC and DBTCA filed a demurrer as to Plaintiffs' breach of
fiduciary duty cause of action and breach of the duty to avoid conflicts
of interest cause of action and motion to strike as to Plaintiffs' breach
of contract cause of action. On October 18, 2016, the court granted
DBNTC and DBTCA's demurrer, providing Plaintiffs with thirty days' leave
to amend, and denied DBNTC and DBTCA's motion to strike. Plaintiffs did
not further amend their complaint and, on December 19, 2016, DBNTC and
DBTCA filed an answer to the amended complaint. Discovery is ongoing.
On December 30, 2015, IKB International, S.A. in Liquidation and IKB
Deutsche Industriebank A.G. (collectively, "IKB"), as an investor in 37
RMBS trusts, filed a summons with notice in the Supreme Court of the
State of New York, New York County, against DBNTC and DBTCA as trustees
of the trusts. On May 27, 2016, IKB served its complaint asserting claims
for breach of contract, breach of fiduciary duty, breach of duty
to avoid conflicts of interest, violation of New York's Streit Act,
violation of the Trust Indenture Act, violation of Regulation AB, and
violation of Section 9 of the Uniform Commercial Code. IKB alleges that
DBNTC and DBTCA are liable for over U.S. $268 million in damages. On
October 5, 2016, DBNTC and DBTCA, together with several other trustees
defending lawsuits by IKB, filed a joint motion to dismiss. On January 6,
2017, IKB filed a notice of discontinuance, voluntarily dismissing with
prejudice all claims as to three trusts. As of January 17, 2017, DBNTC
and DBTCA's motion to dismiss has been briefed and is awaiting decision
by the court. Certain limited discovery is permitted to go forward while
the motion to dismiss is pending.
It is DBTCA's belief that it has no pending legal proceedings (including,
based on DBTCA's present evaluation, the litigation disclosed in the
foregoing paragraphs) that would materially affect its ability to perform
its duties as Certificate Administrator and Custodian under the Pooling
and Servicing Agreement for this transaction.
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. ("Wells Fargo Bank"), 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 putative class
action complaint in the United States District Court for the Southern
District of New York (the "District Court") against Wells Fargo Bank,
alleging claims against the bank in its capacity as trustee for 274 RMBS
trusts (the "Federal Court 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 Federal
Court 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
Federal Court Complaint against Wells Fargo Bank 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) notify and enforce
repurchase obligations of mortgage loan sellers for purported breaches of
representations and warranties, (ii) notify investors of alleged events
of default, 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 and other trustees in the District Court by RMBS
investors in these and other transactions, and these cases against Wells
Fargo Bank are proceeding before the same District Court judge. A similar
complaint was also filed May 27, 2016 in New York state court by a
different plaintiff investor. On January 19, 2016, an order was entered
in connection with the Federal Court Complaint in which the District
Court declined to exercise jurisdiction over 261 trusts at issue in the
Federal Court Complaint; the District Court also allowed plaintiffs to
file amended complaints as to the remaining, non-dismissed trusts, if
they so chose, and three amended complaints have been filed. On December
17, 2016, the investor plaintiffs in the 261 trusts dismissed from the
Federal Court Complaint filed a new complaint in New York state court
(the "State Court Complaint"). Motions to dismiss all of the actions are
pending except for the recently filed State Court Complaint. There can
be no assurances as to the outcome of the litigations, or the possible
impact of the litigations on the trustee or the RMBS trusts. However,
Wells Fargo 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 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 are attached hereto under
Item 15 to this Annual Report on Form 10-K. Attached as Schedule II to the
Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1
to this Annual Report on Form 10-K is a chart identifying the entities
participating in a servicing function for the transaction responsible for
each applicable servicing criteria set forth in Item 1122(d).
The reports on assessments of compliance with the servicing criteria for
asset-backed securities and related attestation reports on such assessments
of compliance with respect to the Crossgates Mall Mortgage Loan, which is
being serviced and administered pursuant to the pooling and servicing
agreement for the COMM 2012-CCRE2 Transaction, 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, which is being serviced and administered pursuant to the pooling
and servicing agreement for the COMM 2012-CCRE4 Transaction, 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 under Commission File No. 333-172143-06
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 under Commission File
No. 333-172143-05 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 under Commission File No. 333-172143-07 and incorporated by
reference herein).
31 Rule 13a-14(d)/15d-14(d) Certifications.
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 U.S. Bank National Association, as Trustee (Omitted. See Explanatory
Notes.)
33.4 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian
33.5 Situs Holdings, LLC, as Operating Advisor
33.6 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant
33.7 National Tax Search, LLC, as Servicing Function Participant
33.8 Wells Fargo Bank, National Association, as Primary Servicer of the 260
and 261 Madison Avenue Mortgage Loan (see Exhibit 33.1)
33.9 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)
33.10 U.S. Bank National Association, as Trustee of the 260 and 261 Madison
Avenue Mortgage Loan (Omitted. See Explanatory Notes.)
33.11 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian of the 260 and 261 Madison Avenue Mortgage Loan
(see Exhibit 33.4)
33.12 Situs Holdings, LLC, as Operating Advisor of the 260 and 261 Madison
Avenue Mortgage Loan (see Exhibit 33.5)
33.13 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the 260 and 261 Madison Avenue Mortgage Loan
(see Exhibit 33.6)
33.14 National Tax Search, LLC, as Servicing Function Participant of the 260
and 261 Madison Avenue Mortgage Loan (see Exhibit 33.7)
33.15 Wells Fargo Bank, National Association, as Primary Servicer of the
Emerald Square Mall Mortgage Loan (see Exhibit 33.1)
33.16 Midland Loan Services, a Division of PNC Bank, National Association, as
Special Servicer of the Emerald Square Mall Mortgage Loan
(see Exhibit 33.2)
33.17 U.S. Bank National Association, as Trustee of the Emerald Square Mall
Mortgage Loan (Omitted. See Explanatory Notes.)
33.18 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian of the Emerald Square Mall Mortgage Loan
(see Exhibit 33.4)
33.19 Situs Holdings, LLC, as Operating Advisor of the Emerald Square Mall
Mortgage Loan (see Exhibit 33.5)
33.20 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the Emerald Square Mall Mortgage Loan (see Exhibit 33.6)
33.21 National Tax Search, LLC, as Servicing Function Participant of the
Emerald Square Mall Mortgage Loan (see Exhibit 33.7)
33.22 Wells Fargo Bank, National Association, as Primary Servicer of the
Crossgates Mall Mortgage Loan (see Exhibit 33.1)
33.23 Midland Loan Services, a Division of PNC Bank, National Association, as
Special Servicer of the Crossgates Mall Mortgage Loan (see Exhibit 33.2)
33.24 U.S. Bank National Association, as Trustee of the Crossgates Mall
Mortgage Loan (Omitted. See Explanatory Notes.)
33.25 Wells Fargo Bank, National Association, as Certificate Administrator of
the Crossgates Mall Mortgage Loan
33.26 Wells Fargo Bank, National Association, as Custodian of the Crossgates
Mall Mortgage Loan
33.27 Park Bridge Lender Services LLC, as Operating Advisor of the Crossgates
Mall Mortgage Loan
33.28 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the Crossgates Mall Mortgage Loan (see Exhibit 33.6)
33.29 National Tax Search, LLC, as Servicing Function Participant of the
Crossgates Mall Mortgage Loan (see Exhibit 33.7)
33.30 Wells Fargo Bank, National Association, as Primary Servicer of The
Prince Building Mortgage Loan (see Exhibit 33.1)
33.31 Rialto Capital Advisors, LLC, as Special Servicer of The Prince Building
Mortgage Loan
33.32 U.S. Bank National Association, as Trustee of The Prince Building
Mortgage Loan (Omitted. See Explanatory Notes.)
33.33 Wells Fargo Bank, National Association, as Certificate Administrator of
The Prince Building Mortgage Loan (see Exhibit 33.25)
33.34 Wells Fargo Bank, National Association, as Custodian of The Prince
Building Mortgage Loan (see Exhibit 33.26)
33.35 Park Bridge Lender Services LLC, as Operating Advisor of The Prince
Building Mortgage Loan (see Exhibit 33.27)
33.36 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of The Prince Building Mortgage Loan (see Exhibit 33.6)
33.37 National Tax Search, LLC, as Servicing Function Participant of The
Prince Building Mortgage Loan (see Exhibit 33.7)
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 U.S. Bank National Association, as Trustee (Omitted. See Explanatory
Notes.)
34.4 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian
34.5 Situs Holdings, LLC, as Operating Advisor
34.6 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant
34.7 National Tax Search, LLC, as Servicing Function Participant
34.8 Wells Fargo Bank, National Association, as Primary Servicer of the 260
and 261 Madison Avenue Mortgage Loan (see Exhibit 34.1)
34.9 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)
34.10 U.S. Bank National Association, as Trustee of the 260 and 261 Madison
Avenue Mortgage Loan (Omitted. See Explanatory Notes.)
34.11 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian of the 260 and 261 Madison Avenue Mortgage Loan
(see Exhibit 34.4)
34.12 Situs Holdings, LLC, as Operating Advisor of the 260 and 261 Madison
Avenue Mortgage Loan (see Exhibit 34.5)
34.13 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the 260 and 261 Madison Avenue Mortgage Loan
(see Exhibit 34.6)
34.14 National Tax Search, LLC, as Servicing Function Participant of the 260
and 261 Madison Avenue Mortgage Loan (see Exhibit 34.7)
34.15 Wells Fargo Bank, National Association, as Primary Servicer of the
Emerald Square Mall Mortgage Loan (see Exhibit 34.1)
34.16 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the Emerald Square Mall Mortgage Loan
(see Exhibit 34.2)
34.17 U.S. Bank National Association, as Trustee of the Emerald Square Mall
Mortgage Loan (Omitted. See Explanatory Notes.)
34.18 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian of the Emerald Square Mall Mortgage Loan
(see Exhibit 34.4)
34.19 Situs Holdings, LLC, as Operating Advisor of the Emerald Square Mall
Mortgage Loan (see Exhibit 34.5)
34.20 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the Emerald Square Mall Mortgage Loan (see Exhibit 34.6)
34.21 National Tax Search, LLC, as Servicing Function Participant of the
Emerald Square Mall Mortgage Loan (see Exhibit 34.7)
34.22 Wells Fargo Bank, National Association, as Primary Servicer of the
Crossgates Mall Mortgage Loan (see Exhibit 34.1)
34.23 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the Crossgates Mall Mortgage Loan
(see Exhibit 34.2)
34.24 U.S. Bank National Association, as Trustee of the Crossgates Mall
Mortgage Loan (Omitted. See Explanatory Notes.)
34.25 Wells Fargo Bank, National Association, as Certificate Administrator of
the Crossgates Mall Mortgage Loan
34.26 Wells Fargo Bank, National Association, as Custodian of the Crossgates
Mall Mortgage Loan
34.27 Park Bridge Lender Services LLC, as Operating Advisor of the
Crossgates Mall Mortgage Loan
34.28 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the Crossgates Mall Mortgage Loan (see Exhibit 34.6)
34.29 National Tax Search, LLC, as Servicing Function Participant of the
Crossgates Mall Mortgage Loan (see Exhibit 34.7)
34.30 Wells Fargo Bank, National Association, as Primary Servicer of The
Prince Building Mortgage Loan (see Exhibit 34.1)
34.31 Rialto Capital Advisors, LLC, as Special Servicer of The Prince Building
Mortgage Loan
34.32 U.S. Bank National Association, as Trustee of The Prince Building
Mortgage Loan (Omitted. See Explanatory Notes.)
34.33 Wells Fargo Bank, National Association, as Certificate Administrator of
The Prince Building Mortgage Loan (see Exhibit 34.25)
34.34 Wells Fargo Bank, National Association, as Custodian of The Prince
Building Mortgage Loan (see Exhibit 34.26)
34.35 Park Bridge Lender Services LLC, as Operating Advisor of The Prince
Building Mortgage Loan (see Exhibit 34.27)
34.36 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of The Prince Building Mortgage Loan (see Exhibit 34.6)
34.37 National Tax Search, LLC, as Servicing Function Participant of The
Prince Building Mortgage Loan (see Exhibit 34.7)
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 Rialto Capital Advisors, LLC, as Special Servicer of The Prince Building
Mortgage Loan (Omitted. See Explanatory Notes.)
35.15 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
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 filed on November 21, 2012
under Commission File No. 333-172143-06 and incorporated by reference
herein)
99.2 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 filed on
November 21, 2012 under Commission File No. 333-172143-06 and
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
filed on November 21, 2012 under Commission File No. 333-172143-06 and
incorporated by reference herein)
(b) The exhibits required to be filed by the Registrant pursuant to
Item 601 of Regulation S-K are listed above and in the Exhibit Index
that immediately follows the signature page hereof.
(c) Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Deutsche Mortgage & Asset Receiving Corporation
(Depositor)
/s/ Helaine M. Kaplan
Helaine M. Kaplan, President
(senior officer in charge of securitization of the depositor)
Date: March 22, 2017
/s/ Natalie Grainger
Natalie Grainger, Director
Date: March 22, 201
