UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

| | ☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2019
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:

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. ⌧Yes ☐
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, a smaller reporting 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 accelerated filer | ☐                                                | Accelerated filer         | ☐
|----------------------- | ------------------------------------------------ | ------------------------- | -
|Non-accelerated filer   | ⌧  (Do not check if a smaller reporting company) | Smaller reporting company | ☐
|                        |                                                  | Emerging growth company   | ☐

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

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). ☐ Yes ⌧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.

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 three other pari passu
loans, which are not assets 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.

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.

The master servicer of a pooling and servicing agreement or trust
and servicing agreement also functions as the primary servicer of the related mortgage loans serviced and administered pursuant
to such agreement unless a separate primary servicer is identified herein. If this report does not identify a separate primary
servicer, the servicer compliance statement provided by the master servicer under any such agreement also encompasses its responsibilities
as primary servicer of the related mortgage loan or mortgage loans.

Wells Fargo Bank, National Association is the master servicer of the
mortgage loans serviced under the Pooling and Servicing Agreement and the primary servicer 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.

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)).

The assessments of compliance with applicable servicing criteria,
accountants’ attestation reports and servicer compliance statements of the certificate administrator of the Crossgates Mall
Mortgage Loan and The Prince Building Mortgage Loan listed on the Exhibit Index are omitted from this Annual Report on Form 10-K
as the certificate administrator pursuant to the related pooling and servicing agreement or trust and servicing agreement does
not perform any activities that address servicing criteria with respect to the issuing entity and because they are each not a “servicer”
that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

With respect to the pari passu loan combinations that include
the Crossgates Mall Mortgage Loan and The Prince Building Mortgage Loan, the servicer compliance statements of Trimont Real Estate
Advisors, LLC as special servicer of the Crossgates Mall Mortgage Loan and Rialto Capital Advisors, LLC as special servicer of
The Prince Building Mortgage Loan, listed on the Exhibit Index are omitted from this Annual Report on Form 10-K as they are not
required by Item 1123 of Regulation AB to be included on this Annual Report on Form 10-K because they are each 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
$21,560,151.00 for the twelve- month period ended December 31, 2019.

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.

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, as trustee and as custodian, and Wells Fargo Bank, National Association, as certificate administrator and as 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 an action
against DBNTC and DBTCA in New York State Supreme Court alleging that DBNTC and DBTCA failed to perform purported duties, as trustees for
544 private-label RMBS trusts, to enforce breaches of representations and warranties as to mortgage loans held by the trusts and to enforce breaches
by servicers of their mortgage loan servicing obligations for the trusts.  During the course of the litigation, plaintiffs dismissed the case from New
York State Supreme Court and refiled two separate cases, one in the U.S. District Court for the Southern District of New York (the "BlackRock
SDNY Case") and the other in the Superior Court of California, Orange County (the "BlackRock California Case").  Pursuant to a settlement among
the parties, the BlackRock SDNY Case was dismissed on December 6, 2018 and the BlackRock California Case was dismissed on January 11, 2019.

On September 27, 2017, DBTCA was added as a defendant to a case brought by certain special purpose entities including Phoenix Light SF Limited
in the U.S. District Court for the Southern District of New York, in which the plaintiffs previously alleged incorrectly that DBNTC served as trustee
for all 43 of the trusts at issue.  On September 27, 2017, plaintiffs filed a third amended complaint that names DBTCA as a defendant in addition to
DBNTC.  DBTCA serves as trustee for one of the 43 trusts at issue.  DBNTC serves as trustee for the other 42 trusts at issue.  Plaintiffs' third
amended complaint brings claims 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 good faith.  However, in the third amended
complaint, plaintiffs acknowledge that, before DBTCA was added to the case, the court dismissed plaintiffs' TIA Act claims, negligence and gross
negligence claims, Streit Act claims, claims for breach of the covenant of good faith, and certain theories of plaintiffs' breach of contract claims, and
plaintiffs only include these claims to preserve any rights on appeal.  Plaintiffs allege damages of "hundreds of millions of dollars."  On November
13, 2017, DBNTC and DBTCA filed an answer to the third amended complaint.  On December 7, 2018, DBNTC and DBTCA filed a motion for
summary judgment.  Also on December 7, 2018, plaintiffs, jointly with Commerzbank AG (see description of Commerzbank case below), filed a
motion for partial summary judgment.  As of March 1, 2020, both motions for summary judgment have been briefed and are awaiting decision by the
court.

On November 30, 2017, DBTCA was added as a defendant to a case brought by Commerzbank AG ("Commerzbank") in the U.S. District Court for
the Southern District of New York, in which Commerzbank previously alleged incorrectly that DBNTC served as trustee for all 50 of the trusts at
issue.  On November 30, 2017, Commerzbank filed a second amended complaint that names DBTCA as a defendant in addition to DBNTC.
DBTCA serves as trustee for 1 of the 50 trusts at issue.  DBNTC serves as trustee for the other 49 trusts at issue.  Commerzbank's second amended
complaint brings claims for violation of the TIA; breach of contract; breach of fiduciary duty; negligence; violation of the Streit Act; and breach of
the covenant of good faith.  However, in the second amended complaint, Commerzbank acknowledges that, before DBTCA was added to the case,
the court dismissed Commerzbank's TIA claims for the trusts governed by pooling and servicing agreements, as well as its Streit Act claims and
claims for breach of the covenant of good faith, and Commerzbank only includes these claims to preserve any rights on appeal.  The second amended
complaint alleges that DBNTC and DBTCA caused Commerzbank to suffer "hundreds of millions of dollars in losses," but the complaint does not
include a demand for money damages in a sum certain.  On January 29, 2018, DBNTC and DBTCA filed an answer to the second amended
complaint.  On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment.  Also on December 7, 2018, Commerzbank, jointly
with the Phoenix Light plaintiffs, filed a motion for partial summary judgment.  As of March 1, 2020, both motions for summary judgment have been
briefed and are awaiting decision by the court.

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 the Streit Act, violation of the TIA, 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 and June 20, 2017, IKB
voluntarily dismissed with prejudice all claims as to seven trusts.  As of March 1, 2020, DBNTC and DBTCA's motion to dismiss has been briefed
and is awaiting decision by the court.

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 under the related servicing agreement for this transaction.

Beginning on June 18, 2014, a group of institutional investors filed civil complaints in the Supreme Court of the State of New York, New York
County, and later the U.S. District Court for the Southern District of New York, against Wells Fargo Bank, N.A., ("Wells Fargo Bank") in its
capacity as trustee for certain residential mortgage backed securities ("RMBS") trusts.  The complaints against Wells Fargo Bank alleged that the
trustee caused losses to investors and asserted 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 included money damages in an unspecified
amount, reimbursement of expenses, and equitable relief. In November 2018, Wells Fargo Bank reached an agreement, in which it denied any
wrongdoing, to resolve such claims on a classwide basis for the 271 RMBS trusts at issue.  On May 6, 2019, the court entered an order approving the
settlement agreement.  Separate lawsuits against Wells Fargo Bank making similar allegations filed by certain other institutional investors concerning
several RMBS trusts in New York federal and state court are not covered by the agreement.  With respect to such litigations, Wells Fargo Bank
believes plaintiffs' claims are without merit and intends to contest the claims vigorously, but there can be no assurances as to the outcome of the
litigations or the possible impact of the litigations on Wells Fargo Bank or the RMBS trusts.

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).

The report on assessment of compliance with applicable servicing criteria furnished pursuant to Item 1122 of Regulation AB by Midland Loan
Services, a Division of PNC Bank National Association ("Midland") discloses that a material instance of noncompliance occurred, as described
below:

Material Instance of Noncompliance

In certain instances, the Schedule AL Files (Item 1125 of Regulation AB) were not reported in accordance with the terms specified in the
	transaction agreements, in conflict with Item 1122(d)(3)(i): "Reports to investors, including those to be filed with the Commission, are
	maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports: (A) Are
	prepared in accordance with timeframes and other terms set forth in the transaction agreements".  The noncompliance consisted of omitted
	or inaccurately reported fields as described in (1) and (2) below.  (1) In connection with other enhancements Midland made to its manual
	Schedule AL process, starting in April 2019, Midland developed and implemented new Schedule AL reporting templates for each
	applicable CMBS transaction that closed prior to April 2019 and for each applicable CMBS transaction going forward.  Related to this,
	Midland made certain template setup errors, along with related and other manual inputting of information errors, and the errors were not
	identified prior to submission of the applicable Schedule AL Files in certain cases due to breakdowns in quality control.  (2) In one
	applicable transaction, the related Schedule AL File for a given month was not saved properly resulting in the prior month's Schedule AL
	File being submitted for the given month instead of the correct Schedule AL File.

The identified instances did not involve the servicing of assets included in this securitization.

Steps Taken to Remedy the Material Instance of Noncompliance

Midland's Schedule AL reporting process was enhanced in April of 2019, however, the process remained manual throughout the 2019
	calendar year.  Errors relating to certain Schedule AL Files during 2019 were identified during the related audit.  Following identification,
	Midland made staffing changes and additional enhancements and improvements to its processes and procedures to support its Schedule AL
	reporting obligations and expects to move to an automated solution for this process.

Midland is currently remediating the Schedule AL reporting for certain of the CMBS transactions found to be incorrect.

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 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 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 | Trimont Real Estate Advisors, LLC, as Special Servicer of the Crossgates Mall Mortgage Loan
| | ----- | -------------------------------------------------------------------------------------------

| | 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 Custodian of the Crossgates Mall Mortgage Loan
| | ----- | -----------------------------------------------------------------------------------------

| | 33.26 | Park Bridge Lender Services LLC, as Operating Advisor of the Crossgates Mall Mortgage Loan
| | ----- | ------------------------------------------------------------------------------------------

| | 33.27 | CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Crossgates Mall Mortgage Loan (see
Exhibit 33.6)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------

| | 33.28 | National Tax Search, LLC, as Servicing Function Participant of the Crossgates Mall Mortgage Loan (see Exhibit 33.7)
| | ----- | -------------------------------------------------------------------------------------------------------------------

| | 33.29 | Wells Fargo Bank, National Association, as Primary Servicer of The Prince Building Mortgage Loan (see Exhibit 33.1)
| | ----- | -------------------------------------------------------------------------------------------------------------------

| | 33.30 | Rialto Capital Advisors, LLC, as Special Servicer of The Prince Building Mortgage Loan
| | ----- | --------------------------------------------------------------------------------------

| | 33.31 | U.S. Bank National Association, as Trustee of The Prince Building Mortgage Loan (Omitted. See Explanatory Notes.)
| | ----- | -----------------------------------------------------------------------------------------------------------------

| | 33.32 | Wells Fargo Bank, National Association, as Custodian of The Prince Building Mortgage Loan (see Exhibit 33.25)
| | ----- | -------------------------------------------------------------------------------------------------------------

| | 33.33 | Park Bridge Lender Services LLC, as Operating Advisor of The Prince Building Mortgage Loan (see Exhibit 33.26)
| | ----- | --------------------------------------------------------------------------------------------------------------

| | 33.34 | CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of The Prince Building Mortgage Loan (see
Exhibit 33.6)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------

| | 33.35 | 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 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 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 | Trimont Real Estate Advisors, LLC, as Special Servicer of the Crossgates Mall Mortgage Loan
| | ----- | -------------------------------------------------------------------------------------------

| | 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 Custodian of the Crossgates Mall Mortgage Loan
| | ----- | -----------------------------------------------------------------------------------------

| | 34.26 | Park Bridge Lender Services LLC, as Operating Advisor of the Crossgates Mall Mortgage Loan
| | ----- | ------------------------------------------------------------------------------------------

| | 34.27 | CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Crossgates Mall Mortgage Loan (see
Exhibit 34.6)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------

| | 34.28 | National Tax Search, LLC, as Servicing Function Participant of the Crossgates Mall Mortgage Loan (see Exhibit 34.7)
| | ----- | -------------------------------------------------------------------------------------------------------------------

| | 34.29 | Wells Fargo Bank, National Association, as Primary Servicer of The Prince Building Mortgage Loan (see Exhibit 34.1)
| | ----- | -------------------------------------------------------------------------------------------------------------------

| | 34.30 | Rialto Capital Advisors, LLC, as Special Servicer of The Prince Building Mortgage Loan
| | ----- | --------------------------------------------------------------------------------------

| | 34.31 | U.S. Bank National Association, as Trustee of The Prince Building Mortgage Loan (Omitted. See Explanatory Notes.)
| | ----- | -----------------------------------------------------------------------------------------------------------------

| | 34.32 | Wells Fargo Bank, National Association, as Custodian of The Prince Building Mortgage Loan (see Exhibit 34.25)
| | ----- | -------------------------------------------------------------------------------------------------------------

| | 34.33 | Park Bridge Lender Services LLC, as Operating Advisor of The Prince Building Mortgage Loan (see Exhibit 34.26)
| | ----- | --------------------------------------------------------------------------------------------------------------

| | 34.34 | CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of The Prince Building Mortgage Loan (see
Exhibit 34.6)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------

| | 34.35 | 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 | Wells Fargo Bank, National Association, as Primary Servicer of the Emerald Square Mall Mortgage Loan (see Exhibit 35.1)
| | ---- | -----------------------------------------------------------------------------------------------------------------------

| | 35.7 | Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer of the Emerald Square Mall Mortgage
Loan (see Exhibit 35.2)
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | 35.8 | Wells Fargo Bank, National Association, as Primary Servicer of the Crossgates Mall Mortgage Loan (see Exhibit 35.1)
| | ---- | -------------------------------------------------------------------------------------------------------------------

| | 35.9 | Trimont Real Estate Advisors, LLC, as Special Servicer of the Crossgates Mall Mortgage Loan (Omitted. See Explanatory Notes.)
| | ---- | -----------------------------------------------------------------------------------------------------------------------------

| | 35.10 | Wells Fargo Bank, National Association, as Primary Servicer of The Prince Building Mortgage Loan (see Exhibit 35.1)
| | ----- | -------------------------------------------------------------------------------------------------------------------

| | 35.11 | Rialto Capital Advisors, LLC, as Special Servicer of The Prince Building Mortgage Loan (Omitted. See Explanatory Notes.)
| | ----- | ------------------------------------------------------------------------------------------------------------------------

| | 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.

(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 20, 2020

/s/ Natalie Grainger

Natalie Grainger, Director

Date: March 20, 2020