**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

**x****  ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2021or**

**o**** ****TRANSITIONREPORT 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: 333-172143-05**

**Central Index Key Number of the issuing entity:0001554776**

**COMM 2012-CCRE2 Mortgage Trust**

**(exact name of the issuing entity as specified in itscharter)**

** **

**Central Index Key Number of the depositor: 0001013454**

**Deutsche Mortgage & AssetReceiving Corporation**

**(exact name of the depositor as specified in itscharter)**

** **

**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 EstateLending, 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)** | **38-3880121**

**38-3880122**

**38-7047685**

**(I.R.S. Employer**

**Identification Numbers)** |
|------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|

**c/o Wells Fargo Bank, National Association**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

**(Address of principalexecutive offices of the issuing entity)**

**21045**

**(Zip Code)**

**Registrant’s telephone number,including area code:**

**(212) 250-2500**

Securities registered pursuant to Section 12(b) of the Act:

| Title of each class | Trading Symbol(s) | Name of each  exchange on which registered |
|---------------------|-------------------|--------------------------------------------|
| None                |              |                                       |

 

Securities registered pursuant to Section 12(g) of theAct:  None.

Indicate by check mark if the registrant is a well-knownseasoned issuer, as defined in Rule 405 of the Securities Act.  o Yes ⌧No

Indicate by check mark if the registrant is not required tofile reports pursuant to Section 13 or Section 15(d) of the Act.  o Yes ⌧No

Indicate by check mark whether the registrant (1) has filedall reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  ⌧ Yes oNo

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation 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 postsuch files).

Not applicable.

Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form10-K.   

Not applicable.

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company.  See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

Non-acceleratedfiler          ⌧  (Do not check if asmaller reporting company)                          Smaller reporting company                    o

                                                                                                                                                       Emerging growthcompany                    o

If an emerging growth company, indicate by check mark if theregistrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.  o

Indicate by check mark whether the registrant has filed areport on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.  o

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Act).  o Yes ⌧ No

State the aggregate market value of the voting and non-votingcommon equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked price ofsuch common equity, as of the last business day of the registrant’s mostrecently completed second fiscal quarter.

Not applicable.

Indicate by check mark whether the registrant has filed alldocuments and reports required to be filed by Section 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securitiesunder a plan confirmed by a court.  oYes oNo

Not applicable.

Indicate the number of shares outstanding of each of theregistrant’s classes of common stock, as of the latest practicable date.

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

List hereunder the following documents if incorporated byreference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) intowhich the document is incorporated: (1) Any annual report to security holders;(2) Any proxy or information statement; and (3) Any prospectus filed pursuantto Rule 424(b) or (c) under the Securities Act of 1933. The listed documentsshould be clearly described for identification purposes (e.g., annual report tosecurity holders for fiscal year ended December 24, 1980).

Not applicable.

 

** **

**EXPLANATORY NOTES**

The Crossgates Mall Mortgage Loan, whichconstituted approximately 5.4% of the asset pool of the issuing entity as ofits cut-off date, is an asset of the issuing entity and is part of a loancombination that includes the Crossgates Mall Mortgage Loan and two other paripassu loans, which are not assets of the issuing entity.  This loancombination, including the Crossgates Mall Mortgage Loan, is being serviced andadministered pursuant to the Pooling and Servicing Agreement, which isincorporated by reference as Exhibit 4.1 to this Annual Report on Form 10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the 260 and 261 Madison Avenue Mortgage Loan,which constituted approximately 7.9% of the asset pool of the issuing entity asof its cut-off date.  The 260 and 261 Madison Avenue Mortgage Loan is anasset of the issuing entity and is part of a loan combination that includes the260 and 261 Madison Avenue Mortgage Loan and one other pari passu loan, whichis not an asset of the issuing entity.  This loan combination, includingthe 260 and 261 Madison Avenue Mortgage Loan, was serviced under the Poolingand Servicing Agreement for the issuing entity prior to the closing of thesecuritization of the other pari passu portion of the 260 and 261 MadisonAvenue loan combination in the COMM 2012-CCRE3 Mortgage Trust transaction,Commission File Number 333-172143-06 (the “COMM 2012-CCRE3 Transaction”). After the closing of the COMM 2012-CCRE3 Transaction on October 18, 2012, thisloan combination, including the 260 and 261 Madison Avenue Mortgage Loan was,and will continue to be, serviced and administered pursuant to the pooling andservicing agreement with respect to the COMM 2012-CCRE3 Transaction, which isincorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K.

The master servicer of a poolingand servicing agreement or trust and servicing agreement also functions as theprimary servicer of the related mortgage loans serviced and administeredpursuant to such agreement unless a separate primary servicer is identifiedherein.  If this report does not identify a separate primary servicer, theservicer compliance statement provided by the master servicer under any suchagreement also encompasses its responsibilities as primary servicer of therelated mortgage loan or mortgage loans.

Wells Fargo Bank, NationalAssociation is the master servicer and certificate administrator of themortgage loans serviced under the Pooling and Servicing Agreement and theprimary servicer of the 260 and 261 Madison Avenue Mortgage Loan. As a result,Wells Fargo Bank, National Association is a “servicer” as defined in Item1108(a)(2)(iii) of Regulation AB, in the capacities described above, because itis servicing mortgage loans that constituted 10% or more of the assets of theissuing entity as of its cut-off date.  The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements delivered by Wells Fargo Bank, National Association inthe capacities described above are listed in the Exhibit Index.

Midland Loan Services, a Divisionof PNC Bank, National Association is the special servicer of the 260 and 261Madison Avenue Mortgage Loan, which constituted approximately 7.9% of the assetpool of the issuing entity as of its cut-off date.  In accordance with theCompliance and Disclosure Interpretations, Section 200.03 (Rules 13a-18 and15d-18, Servicer’s Assessment of Compliance), this percentage must be reducedpro rata because it was only acting as special servicer of the 260 and 261Madison Avenue Mortgage Loan from January 1, 2021 to June 20, 2021. As aresult, it falls below the de minimis requirements in Item 1122 of RegulationAB and no such assessment or attestation is required.

KeyBank National Association isthe special servicer of the 260 and 261 Madison Avenue Mortgage Loan, whichconstituted approximately 7.9% of the asset pool of the issuing entity as ofits cut-off date.  In accordance with the Compliance and DisclosureInterpretations, Section 200.03 (Rules 13a-18 and 15d-18, Servicer’s Assessmentof Compliance), this percentage must be reduced pro rata because it was onlyacting as special servicer of the 260 and 261 Madison Avenue Mortgage Loan fromJune 21, 2021 to December 31, 2021. As a result, it falls below the de minimisrequirements in Item 1122 of Regulation AB and no such assessment orattestation is required.

U.S. Bank National Associationacts as trustee of the mortgage loans serviced under the Pooling and ServicingAgreement and the 260 and 261 Madison Avenue Mortgage Loan.  Pursuant tothe Pooling and Servicing Agreement and the pooling and servicing agreement forthe COMM 2012-CCRE3 Transaction, the trustee is required to provide anassessment of compliance with applicable servicing criteria solely with respectto Item 1122(d)(2)(iii) of Regulation AB (regarding advances of funds orguarantees regarding collections, cash flows or distributions, and any interestor other fees charged for such advances, are made, reviewed and approved asspecified in the transaction agreements).  However, during the reportingperiod, the trustee did not perform any servicing function with respect to theservicing criteria specified in Item 1122(d)(2)(iii) of Regulation AB. The master servicer or the special servicer, to the extent required, performedthe servicing function identified with respect to Item 1122(d)(2)(iii) ofRegulation AB, and each such party included Item 1122(d)(2)(iii) of RegulationAB in the assessment of compliance with applicable servicing criteria andaccountant’s attestation report for the subject transaction.  As a result,this Annual Report on Form 10-K does not include an assessment of compliancewith applicable servicing criteria of the trustee.  One or more otherservicers of the mortgage loans serviced under the Pooling and ServicingAgreement and the 260 and 261 Madison Avenue Mortgage Loan have delivered oneor more assessments of compliance with respect to Item 1122(d)(2)(iii) ofRegulation AB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Solutions, LLC.  Thisentity was engaged by the master servicer under the Pooling and ServicingAgreement and the primary servicer of the 260 and 261 Madison Avenue MortgageLoan to remit tax payments received from the escrow accounts of borrowers tolocal taxing authorities, to report tax amounts due, to verify tax parcelinformation, and to verify non-escrow tax payments.  These servicingfunctions are included within the servicing criteria set forth in Items1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB.  Therefore, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this vendoris a “servicer” for the purposes of Item 1122 of Regulation AB.  SeeCompliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

This Annual Report on Form 10-Kincludes an assessment of compliance with applicable servicing criteria,accountants’ attestation report and servicer compliance statement fromComputershare Trust Company, National Association (“CTCNA”).  CTCNAwas engaged by Wells Fargo Bank, National Association (“Wells Fargo”),in its capacity as certificate administrator and custodian, to perform certainspecified servicing functions identified in the assessment of compliance withapplicable servicing criteria and accountants’ attestation reports.  WellsFargo engaged CTCNA in connection with the sale of Wells Fargo’s corporate trustservices business to CTCNA and its affiliates.  Further, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this partyis a “servicer” for the purposes of Item 1123 of Regulation AB.  SeeCompliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

Theassessment of compliance with applicable servicing criteria, accountants’attestation report and servicer compliance statement of the certificateadministrator of the 260 and 261 Madison Avenue Mortgage Loan is omitted fromthis Annual Report on Form 10-K as the certificate administrator pursuant tothe related pooling and servicing agreement or trust and servicing agreementdoes not perform any activities that address servicing criteria with respect tothe issuing entity and because it is not a “servicer” that meets the criteriain Item 1108(a)(2)(i) through (iii) of Regulation AB.

With respect to the pari passuloan combination that includes the 260 and 261 Madison Avenue Mortgage Loan,(i) the reports on assessment of compliance with servicing criteria andattestation reports on assessment of compliance with servicing criteria ofMidland Loan Services, a Division of PNC Bank, National Association as specialservicer of the 260 and 261 Madison Avenue Mortgage Loan Mortgage Loan on priorto June 21, 2021 and KeyBank National Association as special servicer of the260 and 261 Madison Avenue Mortgage Loan on and after June 21, 2021 listed onthe Exhibit Index are omitted from this Annual Report on Form 10-K for thereasons set forth in the Explanatory Notes above; and (ii) the servicercompliance statements of Midland Loan Services, a Division of PNC Bank,National Association as special servicer of the 260 and 261 Madison AvenueMortgage Loan Mortgage Loan on prior to June 21, 2021 and KeyBank NationalAssociation as special servicer of the 260 and 261 Madison Avenue Mortgage Loanon and after June 21, 2021, listed on the Exhibit Index are omitted from thisAnnual Report on Form 10-K as they are not required by Item 1123 of RegulationAB to be included on this Annual Report on Form 10-K because they are each anunaffiliated party that is not a “servicer” that meets the criteria in Item1108(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 ofFinancial Condition and Results of Operations.**

Omitted.

**Item 7A.  Quantitative and Qualitative DisclosuresAbout Market Risk.**

Omitted.

**Item 8.  Financial Statements and Supplementary Data.**

Omitted.

**Item 9.  Changes in and Disagreements WithAccountants 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 CorporateGovernance.**

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

**Item 12.  Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters.**

Omitted.

**Item 13.  Certain Relationships and RelatedTransactions, 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 ObligorFinancial Information.**

No single obligor represents 10% or more of the pool assetsheld by the issuing entity. 

**Item 1114(b)(2) of Regulation AB, Significant EnhancementProvider Financial Information.**

No entity or group of affiliated entities provides any external creditenhancement or other support for the certificates within this transaction asdescribed under Item 1114(a) of Regulation AB.

**Item 1115(b) of Regulation AB, Certain DerivativesInstruments (Financial Information).**

No entity or group of affiliated entities provides anyderivative instruments or other support for the certificates within this transactionas described under Item 1115 of Regulation AB.

**Item 1117 of Regulation AB, Legal Proceedings.**

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties, and thefollowing, with respect to Deutsche Bank Trust Company Americas, as CertificateAdministrator and Custodian, U.S. Bank National Association, as Trustee, andWells Fargo Bank, National Association, as Certificate Administrator andCustodian.

Deutsche Bank Trust Company Americas (“DBTCA”) andDeutsche Bank National Trust Company (“DBNTC”) have been sued byinvestors in civil litigation concerning their roles as trustees of certainresidential mortgage-backed securities (“RMBS”) trusts. 

On June 18, 2014, a group of investors, including fundsmanaged by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed anaction against DBNTC and DBTCA in New York State Supreme Court alleging thatDBNTC and DBTCA failed to perform purported duties, as trustees for 544private-label RMBS trusts, to enforce breaches of representations andwarranties as to mortgage loans held by the trusts and to enforce breaches byservicers of their mortgage loan servicing obligations for the trusts. During the course of the litigation, plaintiffs dismissed the case from NewYork State Supreme Court and refiled two separate cases, one in the U.S.District Court for the Southern District of New York (the “BlackRock SDNYCase”) and the other in the Superior Court of California, Orange County(the “BlackRock California Case”).  Pursuant to a settlement amongthe parties, the BlackRock SDNY Case was dismissed on December 6, 2018, and theBlackRock California Case was dismissed on January 11, 2019.

On September 27, 2017, DBTCA was added as a defendant to acase brought by certain special purpose entities including Phoenix Light SFLimited in the U.S. District Court for the Southern District of New York, inwhich the plaintiffs previously alleged incorrectly that DBNTC served astrustee for all forty-three of the trusts at issue.  On September 27,2017, plaintiffs filed a third amended complaint that names DBTCA as adefendant in addition to DBNTC.  DBTCA serves as trustee for one of theforty-three trusts at issue.  DBNTC serves as trustee for the otherforty-two trusts at issue.  Plaintiffs’ third amended complaint bringsclaims for violation of the U.S. Trust Indenture Act of 1939 (“TIA”);breach of contract; breach of fiduciary duty; negligence and gross negligence;violation of New York’s Streit Act; and breach of the covenant of goodfaith.  However, in the third amended complaint, plaintiffs acknowledgethat, before DBTCA was added to the case, the court dismissed plaintiffs’ TIA Actclaims, negligence and gross negligence claims, Streit Act claims, claims forbreach of the covenant of good faith, and certain theories of plaintiffs’breach of contract claims, and plaintiffs only include these claims to preserveany rights on appeal.  Plaintiffs allege damages of “hundreds of millionsof dollars.”  On November 13, 2017, DBNTC and DBTCA filed an answer to thethird amended complaint.  On December 7, 2018, DBNTC and DBTCA filed amotion for summary judgment.  Also on December 7, 2018, plaintiffs,jointly with Commerzbank AG (see description of Commerzbank case below), fileda motion for partial summary judgment.  On October 27, 2021, DBNTC andDBTCA filed a supplemental motion for summary judgment relating to plaintiffs’standing.  On February 8, 2022, the court issued an order in which itgranted DBNTC and DBTCA’s supplemental motion for summary judgment, granted inpart DBNTC and DBTCA’s initial motion for summary judgment, and deniedplaintiffs’ motion for partial summary judgment.  As a result of thatorder, all of plaintiffs’ claims were dismissed with prejudice.

On November 30, 2017, DBTCA was added as a defendant to acase brought by Commerzbank AG (“Commerzbank”) in the U.S. DistrictCourt for the Southern District of New York, in which Commerzbank previouslyalleged incorrectly that DBNTC served as trustee for all fifty of the trusts atissue.  On November 30, 2017, Commerzbank filed a second amended complaintthat names DBTCA as a defendant in addition to DBNTC.  DBTCA serves as trusteefor one of the fifty trusts at issue.  DBNTC serves as trustee for theother forty-nine trusts at issue.  Commerzbank’s second amended complaintbrings claims for violation of the TIA; breach of contract; breach of fiduciaryduty; negligence; violation of the Streit Act; and breach of the covenant ofgood faith.  However, in the second amended complaint, Commerzbankacknowledges that, before DBTCA was added to the case, the court dismissedCommerzbank’s TIA claims for the trusts governed by pooling and servicingagreements, as well as its Streit Act claims and claims for breach of thecovenant of good faith, and Commerzbank only includes these claims to preserveany rights on appeal.  The second amended complaint alleges that DBNTC andDBTCA caused Commerzbank to suffer “hundreds of millions of dollars in losses,”but the complaint does not include a demand for money damages in a sumcertain.  On January 29, 2018, DBNTC and DBTCA filed an answer to thesecond amended complaint.  On December 7, 2018, DBNTC and DBTCA filed amotion for summary judgment.  Also on December 7, 2018, Commerzbank,jointly with the Phoenix Light plaintiffs, filed a motion for partial summaryjudgment.  On February 8, 2022, the court issued an order in which itgranted in part DBNTC and DBTCA’s motion for summary judgment and deniedplaintiffs’ motion for partial summary judgment.  As a result of thatorder, many of plaintiffs’ claims and theories were dismissed withprejudice.  Discovery is ongoing.

On December 30, 2015, IKB International, S.A. in Liquidationand IKB Deutsche Industriebank A.G. (collectively, “IKB”), as aninvestor in thirty-seven RMBS trusts, filed a summons with notice in theSupreme Court of the State of New York, New York County, against DBNTC andDBTCA as trustees of the trusts.  On May 27, 2016, IKB served itscomplaint asserting claims for breach of contract, breach of fiduciary duty,breach of duty to avoid conflicts of interest, violation of the Streit Act,violation of the TIA, violation of Regulation AB, and violation of Section 9 ofthe Uniform Commercial Code.  IKB alleges that DBNTC and DBTCA are liablefor over U.S. $268 million in damages.  On October 5, 2016, DBNTC andDBTCA, together with several other trustees defending lawsuits by IKB, filed ajoint motion to dismiss.  On January 6, 2017 and June 20, 2017, IKBvoluntarily dismissed with prejudice all claims as to seven trusts.  OnJanuary 27, 2021, the court granted in part and denied in part DBNTC and DBTCA’smotion to dismiss.  The court granted the motion to dismiss with respectto IKB’s claims for violations of the Streit Act, Regulation AB, and Section 9of the Uniform Commercial Code, as well as certain aspects of IKB’s claims forbreach of contract, breach of fiduciary duty, and violation of the TIA. The court denied the remainder of the motion to dismiss.  IKB’s remainingclaims for breach of contract, breach of fiduciary duty, breach of duty toavoid conflicts of interest, and violation of the TIA will proceed.  OnMay 10, 2021, DBNTC and DBTCA filed a notice of appeal with the New YorkSupreme Court Appellate Division, First Department, regarding certain aspectsof the court’s order on the motion to dismiss.  That appeal has been fullybriefed.  On May 20, 2021, IKB filed a notice of cross appeal with respectto other aspects of that order.  That appeal is being briefed.  OnJune 2, 2021, IKB filed a motion for re-argument regarding certain aspects ofthe court’s order on the motion to dismiss, which the court denied on August 3,2021.  On May 13, 2021, DBNTC and DBTCA filed an answer to thecomplaint.  On October 28, 2021, the parties filed a stipulation,voluntarily dismissing with prejudice all claims as to seven additionaltrusts.  On December 29, 2021, the parties filed a stipulation,voluntarily dismissing with prejudice all claims as to one additionaltrust.  Discovery is ongoing.

It is DBTCA’s belief that it has no pending legal proceedings(including, based on DBTCA’s present evaluation, the litigation disclosed inthe foregoing paragraphs) that would materially affect its ability to performits duties under the related servicing agreement for this transaction.

U.S. Bank National Association (“U.S. Bank”) andother large financial institutions have been sued in their capacity as trusteeor successor trustee for certain residential mortgage backed securities (“RMBS”)trusts.  The complaints, primarily filed by investors or investor groupsagainst U.S. Bank and similar institutions, allege the trustees caused lossesto investors as a result of alleged failures by the sponsors, mortgage loansellers and servicers to comply with the governing agreements for these RMBStrusts.  Plaintiffs generally assert causes of action based upon thetrustees’ purported failures to enforce repurchase obligations of mortgage loansellers for alleged breaches of representations and warranties, notifysecurityholders of purported events of default allegedly caused by breaches ofservicing standards by mortgage loan servicers and abide by a heightenedstandard of care following alleged events of default.  

 

U.S. Bank denies liability and believes that it hasperformed its obligations under the RMBS trusts in good faith, that its actionswere not the cause of losses to investors, that it has meritorious defenses,and it has contested and intends to continue contesting the plaintiffs’ claimsvigorously.  However, U.S. Bank cannot assure you as to the outcome of anyof the litigation, or the possible impact of these litigations on the trusteeor the RMBS trusts.  

 

On March 9, 2018, a law firm purporting to represent fifteenDelaware statutory trusts (the “DSTs”) that issued securities backed bystudent loans (the “Student Loans”) filed a lawsuit in the DelawareCourt of Chancery against U.S. Bank National Association (“U.S. Bank”)in its capacities as indenture trustee and successor special servicer, andthree other institutions in their respective transaction capacities, withrespect to the DSTs and the Student Loans.  This lawsuit is captioned NationalCollegiate Student Loan Master Trust I v. U.S. Bank National Ass’n, C.A.No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”).  The complaint,as amended on June 15, 2018, alleged that the DSTs have been harmed as a resultof purported misconduct or omissions by the defendants concerningadministration of the trusts and special servicing of the Student Loans. Since the filing of the NCMSLT Action, certain Student Loan borrowers have madeassertions against U.S. Bank concerning special servicing that appear to bebased on certain allegations made on behalf of the DSTs in the NCMSLT Action.

 

U.S. Bank has filed a motion seeking dismissal of theoperative complaint in its entirety with prejudice pursuant to Chancery CourtRules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case whileother prior filed disputes involving the DSTs and the Student Loans arelitigated.  On November 7, 2018, the Court ruled that the case should bestayed in its entirety pending resolution of the first-filed cases.  OnJanuary 21, 2020, the Court entered an order consolidating for pretrialpurposes the NCMSLT Action and three other lawsuits pending in the DelawareCourt of Chancery concerning the DSTs and the Student Loans, which remainspending.  

U.S. Bank denies liability in the NCMSLT Action and believesit has performed its obligations as indenture trustee and special servicer ingood faith and in compliance in all material respects with the terms of theagreements governing the DSTs and that it has meritorious defenses.  Ithas contested and intends to continue contesting the plaintiffs’ claimsvigorously.

In December 2014, Phoenix Light SF Limited and certainrelated entities and the National Credit Union Administration (“NCUA”)filed complaints in the United States District Court for the Southern Districtof New York against Wells Fargo Bank, alleging claims against Wells Fargo Bankin its capacity as trustee for a number of residential mortgage-backedsecurities trusts.  Complaints raising similar allegations have been filedby Commerzbank AG in the Southern District of New York and by IKB Internationaland IKB Deutsche Industriebank in New York state court.  In each case, theplaintiffs allege that Wells Fargo Bank, as trustee, caused losses to investors,and plaintiffs assert causes of action based upon, among other things, thetrustee’s alleged failure to notify and enforce repurchase obligations ofmortgage loan sellers for purported breaches of representations and warranties,notify investors of alleged events of default, and abide by appropriatestandards of care following alleged events of default.  Wells Fargo Bankpreviously settled two class action lawsuits with similar allegations that werefiled in November 2014 and December 2016 by institutional investors in theSouthern District of New York and New York state court, respectively.  Inaddition, Park Royal I LLC and Park Royal II LLC have filed complaints in NewYork state court alleging Wells Fargo Bank, N.A., as trustee, failed to takeappropriate actions upon learning of defective mortgage loan documentation. In March 2021, the Company entered into an agreement to resolve the casefiled by the NCUA.

 

In addition to the foregoingcases, in August 2014 and August 2015 Nomura Credit & Capital Inc. (“Nomura”)and Natixis Real Estate Holdings, LLC (“Natixis”) filed a total of seventhird-party complaints against Wells Fargo Bank in New York state court. In the underlying first-party actions, Nomura and Natixis have been suedfor alleged breaches of representations and warranties made in connection withresidential mortgage-backed securities sponsored by them.  In thethird-party actions, Nomura and Natixis allege that Wells Fargo Bank, as masterservicer, primary servicer or securities administrator, failed to notify Nomuraand Natixis of their own breaches, failed to properly oversee the primaryservicers, and failed to adhere to accepted servicing practices.  Natixisadditionally alleges that Wells Fargo Bank failed to perform default oversightduties.  Wells Fargo Bank has asserted counterclaims alleging that Nomuraand Natixis failed to provide Wells Fargo Bank notice of their representationand warranty breaches.

With respect to each of the foregoing litigations, WellsFargo Bank believes plaintiffs’ claims are without merit and intends to contestthe claims vigorously, but there can be no assurances as to the outcome of thelitigations or the possible impact of the litigations on Wells Fargo Bank orthe related RMBS trusts.

**Item 1119 of Regulation AB, Affiliations and CertainRelationships and Related Transactions.**

The information regarding this Item has been previouslyprovided in a prospectus supplement of the Registrant relating to the issuingentity filed on August 21, 2012 pursuant to Rule 424(b)(5).

**Item 1122 of Regulation AB, Compliance with ApplicableServicing Criteria.**

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the mortgage loans are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as ScheduleII to the Pooling and Servicing Agreement incorporated by reference as Exhibit4.1 to this Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the transaction responsible for eachapplicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the 260 and 261 Madison AvenueMortgage Loan, which is being serviced and administered pursuant to the poolingand servicing agreement for the COMM 2012-CCRE3 Transaction, are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as ScheduleII to the pooling and servicing agreement for the COMM 2012-CCRE3 Transactionincorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K isa chart identifying the entities participating in a servicing function for theCOMM 2012-CCRE3 Transaction responsible for each applicable servicing criteriaset forth in Item 1122(d).

**Item 1123 of Regulation AB, Servicer Compliance Statement.**

The servicer compliance statements are attached as Exhibitsto 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 ofthis Annual Report on Form 10-K:

(1) Not applicable

(2) Not applicable

(3) See below

4.1          Pooling and Servicing Agreement, dated as of August 1,2012, by and among Deutsche Mortgage & Asset Receiving Corporation, asDepositor, Wells Fargo Bank, National Association, as Master Servicer, MidlandLoan Services, a Division of PNC Bank, National Association, as SpecialServicer, U.S. Bank National Association, as Trustee, Wells Fargo Bank, NationalAssociation, as Certificate Administrator, Paying Agent and Custodian, and ParkBridge Lender Services LLC, as Operating Advisor (filed as Exhibit 4 to theregistrant’s Current Report on Form 8-K filed on August 22, 2012 underCommission File No. 333-172143-05 and incorporated by reference herein).

4.2          Pooling and Servicing Agreement, dated as of October 1,2012, by and among Deutsche Mortgage & Asset Receiving Corporation, asDepositor, Wells Fargo Bank, National Association, as Master Servicer, MidlandLoan Services, a Division of PNC Bank, National Association, as SpecialServicer, U.S. Bank National Association, as Trustee, Deutsche Bank TrustCompany Americas, as Certificate Administrator, Paying Agent and Custodian, andSitus Holdings, LLC, as Operating Advisor (filed as Exhibit 4.1 to theregistrant’s Current Report on Form 8-K/A filed on November 21, 2012 underCommission File No. 333-172143-06 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-backedsecurities.

33.1        Wells Fargo Bank, National Association, as MasterServicer

33.2        Trimont Real Estate Advisors, LLC, as SpecialServicer

33.3        U.S. Bank National Association, as Trustee (Omitted.  See ExplanatoryNotes.)

33.4        Wells Fargo Bank, National Association, asCertificate Administrator

33.5        Wells Fargo Bank, National Association, asCustodian

33.6        Park Bridge Lender Services LLC, as OperatingAdvisor

33.7        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

33.8        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator on andafter November 1, 2021

33.9        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021

33.10      Wells Fargo Bank, National Association, as PrimaryServicer of the Crossgates Mall Mortgage Loan (see Exhibit 33.1)

33.11      Trimont Real Estate Advisors, LLC, as SpecialServicer of the Crossgates Mall Mortgage Loan (see Exhibit 33.2)

33.12      U.S. Bank National Association, as Trustee of the Crossgates Mall Mortgage Loan(Omitted.  See Explanatory Notes.)

33.13      Wells Fargo Bank, National Association, asCustodian of the Crossgates Mall Mortgage Loan (see Exhibit 33.5)

33.14      Park Bridge Lender Services LLC, as Operating Advisorof the Crossgates Mall Mortgage Loan (see Exhibit 33.6)

33.15      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Crossgates Mall Mortgage Loan (see Exhibit 33.7)

33.16      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.9)

33.17      Wells Fargo Bank, National Association, as PrimaryServicer of the 260 and 261 Madison Avenue Mortgage Loan (see Exhibit 33.1)

33.18      Midland Loan Services, a Division of PNC Bank, National Association, as SpecialServicer of the 260 and 261 Madison Avenue Mortgage Loan prior to June 21, 2021(Omitted.  See Explanatory Notes.)

33.19      KeyBank National Association, as Special Servicer of the 260 and 261 MadisonAvenue Mortgage Loan on and after June 21, 2021 (Omitted.  See ExplanatoryNotes.)

33.20      U.S. Bank National Association, as Trustee of the 260 and 261 Madison AvenueMortgage Loan (Omitted.  See Explanatory Notes.)

33.21      Deutsche Bank Trust Company Americas, as Custodianof the 260 and 261 Madison Avenue Mortgage Loan

33.22      Situs Holdings, LLC, as Operating Advisor of the260 and 261 Madison Avenue Mortgage Loan

33.23      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 260 and 261 Madison Avenue Mortgage Loan (see Exhibit 33.7)

34           Attestationreports on assessment of compliance with servicing criteria for asset-backedsecurities.

34.1        Wells Fargo Bank, National Association, as MasterServicer

34.2        Trimont Real Estate Advisors, LLC, as SpecialServicer

34.3        U.S. Bank National Association, as Trustee (Omitted.  See ExplanatoryNotes.)

34.4        Wells Fargo Bank, National Association, asCertificate Administrator

34.5        Wells Fargo Bank, National Association, asCustodian

34.6        Park Bridge Lender Services LLC, as OperatingAdvisor

34.7        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

34.8        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator on andafter November 1, 2021

34.9        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021

34.10      Wells Fargo Bank, National Association, as PrimaryServicer of the Crossgates Mall Mortgage Loan (see Exhibit 34.1)

34.11      Trimont Real Estate Advisors, LLC, as SpecialServicer of the Crossgates Mall Mortgage Loan (see Exhibit 34.2)

34.12      U.S. Bank National Association, as Trustee of the Crossgates Mall Mortgage Loan(Omitted.  See Explanatory Notes.)

34.13      Wells Fargo Bank, National Association, asCustodian of the Crossgates Mall Mortgage Loan (see Exhibit 34.5)

34.14      Park Bridge Lender Services LLC, as OperatingAdvisor of the Crossgates Mall Mortgage Loan (see Exhibit 34.6)

34.15      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Crossgates Mall Mortgage Loan (see Exhibit 34.7)

34.16      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.9)

34.17      Wells Fargo Bank, National Association, as PrimaryServicer of the 260 and 261 Madison Avenue Mortgage Loan (see Exhibit 34.1)

34.18      Midland Loan Services, a Division of PNC Bank, National Association, as SpecialServicer of the 260 and 261 Madison Avenue Mortgage Loan prior to June 21, 2021(Omitted.  See Explanatory Notes.)

34.19      KeyBank National Association, as Special Servicer of the 260 and 261 MadisonAvenue Mortgage Loan on and after June 21, 2021 (Omitted.  See ExplanatoryNotes.)

34.20      U.S. Bank National Association, as Trustee of the 260 and 261 Madison AvenueMortgage Loan (Omitted.  See Explanatory Notes.)

34.21      Deutsche Bank Trust Company Americas, as Custodianof the 260 and 261 Madison Avenue Mortgage Loan

34.22      Situs Holdings, LLC, as Operating Advisor of the260 and 261 Madison Avenue Mortgage Loan

34.23      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 260 and 261 Madison Avenue Mortgage Loan (see Exhibit 34.7)

35           Servicer compliance statements.

35.1        Wells Fargo Bank, National Association, as MasterServicer

35.2        Trimont Real Estate Advisors, LLC, as SpecialServicer

35.3        Wells Fargo Bank, National Association, asCertificate Administrator

35.4        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator on andafter November 1, 2021

35.5        Wells Fargo Bank, National Association, as PrimaryServicer of the Crossgates Mall Mortgage Loan (see Exhibit 35.1)

35.6        Trimont Real Estate Advisors, LLC, as SpecialServicer of the Crossgates Mall Mortgage Loan (see Exhibit 35.2)

35.7        Wells Fargo Bank, National Association, as PrimaryServicer of the 260 and 261 Madison Avenue Mortgage Loan (see Exhibit 35.1)

35.8        Midland Loan Services, a Division of PNC Bank, National Association, as SpecialServicer of the 260 and 261 Madison Avenue Mortgage Loan prior to June 21, 2021(Omitted.  See Explanatory Notes.)

35.9        KeyBank National Association, as Special Servicer of the 260 and 261 MadisonAvenue Mortgage Loan on and after June 21, 2021 (Omitted.  See ExplanatoryNotes.)

99.1        Mortgage Loan Purchase Agreement, dated as of August 22,2012, between German American Capital Corporation and Deutsche Mortgage& Asset Receiving Corporation (filed as Exhibit 99.1 to the registrant’sCurrent Report on Form 8-K filed on August 22, 2012 under Commission File No.333-172143-05 and incorporated by reference herein)

99.2        Mortgage Loan Purchase Agreement, dated as of August 22, 2012,between Cantor Commercial Real Estate Lending, L.P. and Deutsche Mortgage &Asset Receiving Corporation (filed as Exhibit 99.3 to the registrant’s CurrentReport on Form 8-K filed on August 22, 2012 under Commission File No.333-172143-05 and incorporated by reference herein)

99.3        Mortgage Loan Purchase Agreement, dated as of August 22,2012, among Ladder Capital Finance LLC, Ladder Capital Finance Holdings LLLPand Deutsche Mortgage & Asset Receiving Corporation (filed as Exhibit 99.2to the registrant’s Current Report on Form 8-K filed on August 22, 2012 underCommission File No. 333-172143-05 and incorporated by reference herein)

(b)   The exhibits required to be filed by theRegistrant pursuant to Item 601 of Regulation S-K are listed above.

(c)    Not Applicable.

 

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

Deutsche Mortgage & AssetReceiving Corporation(Depositor)

/s/ HelaineM. Kaplan

Helaine M.Kaplan, President

(senior officer in charge ofsecuritization of the depositor)

Date: March 9, 2022

/s/ MattSmith

Matt Smith, Director

Date: March 9, 2022