UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  Form 10-K/A
                               (Amendment No. 2)

   [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the fiscal year ended December 31, 2012

                                     or

   [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the transition period to _______________ from _______________



   Commission file number of issuing entity: 333-172143-06

   COMM 2012-CCRE3 Mortgage Trust
   (Exact name of issuing entity as specified in its Charter)

   Deutsche Mortgage & Asset Receiving Corporation
   (Exact name of depositor as specified in its Charter)

   Cantor Commercial Real Estate Lending, L.P.
   German American Capital Corporation
   Ladder Capital Finance LLC
   (Exact name of sponsor as specified in its Charter)


                                                   46-1194453
                                                   46-1412891
   New York                                        46-6373885
   (State or other jurisdiction of                 (I.R.S. Employer
   incorporation or organization)                  Identification No.)


   c/o Deutsche Bank Trust Company Americas
       as Certificate Administrator
       1761 East St. Andrew Place
       Santa Ana CA                                92705
   (Address of principal executive offices)        (Zip Code)


   Telephone number, including area code: (212) 250-2500


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

     None.


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

     None.


   Indicate by check mark if the registrant is a well-known seasoned
   issuer, as defined in Rule 405 of the Securities Act.

     Yes ___  No X


   Indicate by check mark if the registrant is not required to file
   reports pursuant to Section 13 or Section 15(d) of the Act.

     Yes ___  No X


   Indicate by check mark whether the registrant (1) has filed all reports
   required to be filed by Section 13 or 15(d) of the Securities Exchange
   Act of 1934 during the preceding 12 months (or for such shorter period
   that the registrant was required to file such reports), and (2) has been
   subject to such filing requirements for the past 90 days.

     Yes X   No ___


   Indicate by check mark whether the registrant has submitted electronically
   and posted on its corporate Website, if any, every Interactive Data File
   required to be submitted and posted pursuant to Rule 405 of Regulation
   S-T (Section 232.405 of this chapter) during the preceding 12 months (or
   for such shorter period that the registrant was required to submit and
   post such files).

     Not Applicable


   Indicate by check mark if disclosure of delinquent filers pursuant to
   Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
   contained herein, and will not be contained, to the best of
   registrant's knowledge, in definitive proxy or information statements
   incorporated by reference in Part III of this Form 10-K or any amendment
   to this Form 10-K.

     Not applicable.


   Indicate by check mark whether the registrant is a large accelerated
   filer, an accelerated filer, a non-accelerated filer or a smaller
   reporting company.  See definitions of "large accelerated filer,"
   "accelerated filer" and "smaller reporting company" in Rule 12b-2
   of the Exchange Act.  (Check One):

     Large accelerated filer ___
     Accelerated Filer ___
     Non-accelerated Filer X (Do not Check if a smaller reporting company)
     Smaller reporting company ___


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

     Yes ___  No X


   State the aggregate market value of the voting and non-voting common
   equity held by non-affiliates computed by reference to the price at
   which the common equity was last sold, or the average bid and asked
   price of such common equity, as of the of the last business day of
   the registrant's most recently completed second fiscal quarter.

     Not Applicable.


   Indicate by check mark whether the registrant has filed all documents and
   reports required to be filed by Section 12, 13 or 15(d) of the Securities
   Exchange Act of 1934 subsequent to the distribution of securities under a
   plan confirmed by a court.

     Not Applicable.


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

     Not Applicable.


   DOCUMENTS INCORPORATED BY REFERENCE

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

     Not applicable.

   EXPLANATORY NOTE

   The purpose of this Amendment No. 2 to our Annual Report on Form 10-K
   for the fiscal year ended December 31, 2012 filed with the Securities
   and Exchange Commission on March 29, 2013 (the "Original Form 10-K"),
   which was amended by the registrant's Annual Report on Form 10-K
   (Amendment No. 1), filed with the Securities and Exchange Commission
   on October 28, 2013 is (i) to file a revised Report on Assessment of
   Compliance with the Applicable Servicing Criteria for Wells Fargo Bank,
   National Association ("Wells Fargo"), as Certificate Administrator for
   both the Crossgate Mall Mortgage Loan and the Prince Building Mortgage
   Loan (in such capacities, the "Split Loans Certificate Administrator"),
   dated December 20, 2013, as a replacement to the Report on Assessment
   of Compliance with the Applicable Servicing Criteria for the Split Loans
   Certificate Administrator, dated February 28, 2013, filed as Exhibit 33.7
   of the Exhibits, Financial Statement Schedules under Item 15 to the
   Original Form 10-K, and (ii) to file a revised Attestation Report on
   Assessment of Compliance with the Applicable Servicing Criteria for the
   Split Loans Certificate Administrator, dated December 20, 2013, as a
   replacement to the Attestation Report on Assessment of Compliance with
   the Applicable Servicing Criteria for the Split Loans Certificate
   Administrator, dated February 28, 2013, filed as Exhibit 34.7 of the
   Exhibits, Financial Statement Schedules under Item 15 to the Original
   Form 10-K, each such replacement being made as a result of receipt by
   the issuing entity of a letter, dated December 20, 2013 (the "Notice
   Letter"), from the Corporate Trust Services Division of Wells Fargo, a
   copy of which is filed as Exhibit 99.2 of the Exhibits, Financial
   Statement Schedules under Item 15, notifying the issuing entity of the
   revised reports and providing certain explanatory information related
   to those reports and certain reports previously delivered by the Split
   Loans Certificate Administrator.  In the Notice Letter, Wells Fargo
   informed the issuing entity that it does not plan to amend any past
   reports on Assessment of Compliance with the Applicable Servicing Criteria
   or related Attestation Reports on Assessment of Compliance with the
   Applicable Servicing Criteria to address omitted transactions from the
   Certificate Administrator's platform for those periods prior to 2012.



                                  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 mortgaged property (ID 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 1101(k)(2) of Regulation AB. In
   accordance with Item 1112(b) of Regulation AB, the most recent unaudited Net
   Operating Income for the 2012 Fiscal Year End is $19,532,780.00.


   Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider
   Information.

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


   Item 1115(b) of Regulation AB, Certain Derivative Instruments
   (Financial Incorporation).

   No entity or group of affiliated entities provides any derivative instruments
   or other support for the certificates within this transaction as described
   under Item 1115 of Regulation AB.


   Item 1117 of Regulation AB, Legal Proceedings.

   The registrant knows of no material pending legal proceeding involving the
   trust or any party related to the trust, other than routine litigation
   incidental to the duties of those respective parties.


   Item 1119 of Regulation AB, Affiliations and Certain Relationships and
   Related Transactions.

   The information regarding this Item has been previously provided in a
   prospectus supplement of the Registrant relating to the issuing entity filed
   on October 15, 2012 pursuant to Rule 424(b)(5).


   Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.

   The reports on assessment of compliance with the servicing criteria for
   asset-backed securities and the related attestation reports on such
   assessments of compliance are attached hereto under Item 15. Attached
   as Schedule II to the Pooling and Servicing Agreement incorporated
   by reference as Exhibit 4 to this report 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).


   Item 1123 of Regulation AB, Servicer Compliance Statement.

   The servicer compliance statements are attached hereto under Item 15.


                                   PART IV

   ITEM 15. Exhibits, Financial Statement Schedules.

   (a)  The following is a list of documents filed as a part of this annual
        report on Form 10-K:

        (1) Not Applicable.

        (2) Not Applicable.

        (3)


  4.1   Pooling and Servicing Agreement, dated as of October 1, 2012, by and
        among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
        Wells Fargo Bank, National Association, as Master Servicer, Midland
        Loan Services, a Division of PNC Bank, National Association, as Special
        Servicer, U.S. Bank National Association, as Trustee, Deutsche Bank
        Trust Company Americas, as Certificate Administrator, Paying Agent
        and Custodian, and Situs Holdings, LLC, as Operating Advisor (filed as
        Exhibit 4.1 to the registrant's Current Report on Form 8-K/A filed on
        November 21, 2012 and incorporated by reference herein.)

  4.2   Pooling and Servicing Agreement, dated as of August 1, 2012, among
        Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells
        Fargo Bank, National Association, as master servicer, Midland Loan
        Services, a Division of PNC Bank, National Association, as special
        servicer, U.S. Bank National Association, as trustee, Park Bridge Lender
        Services LLC, as operating advisor, and Wells Fargo Bank, National
        Association, as certificate administrator, paying agent and custodian,
        relating to the COMM 2012-CCRE2 Mortgage Trust transaction, pursuant to
        which the Crossgates Mall Mortgage Loan is being serviced (filed as
        Exhibit 4 to the registrant's Current Report on Form 8-K filed on
        August 22, 2012 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, Park Bridge Lender Services LLC, as operating advisor, and
        Wells Fargo Bank, National Association, as certificate administrator,
        paying agent and custodian, relating to the COMM 2012-CCRE4 Mortgage
        Trust transaction, pursuant to which the Prince Building Mortgage Loan
        is being serviced (filed as Exhibit 4.1 to the registrant's Current
        Report on Form 8-K filed on November 13, 2012 and incorporated by
        reference herein).

 10.1   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 filed by the registrant
        on October 12, 2012, which is incorporated by reference herein).

 10.2   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 filed by the
        registrant on October 12, 2012, which is incorporated by reference
        herein).

 10.3   Mortgage Loan Purchase Agreement, dated as of October 3, 2012 between
        Ladder Capital Finance LLC, as seller, and Deutsche Mortgage & Asset
        Receiving Corporation, as purchaser (filed as Exhibit 99.3 to the
        registrant's Current Report on Form 8-K filed by the registrant on
        October 12, 2012, which is incorporated by reference herein).


   31   Rule 13a-14(d)/15d-14(d) Certification.


   33   Reports on assessment of compliance with servicing criteria for
        asset-backed securities.

        33.1  Wells Fargo Bank, National Association as Master Servicer
              incorporated by reference to Exhibit 33.1 of the Annual Report
              on Form 10-K filed by the issuing entity on March 29, 2013
              (File No. 333-172143-06).
        33.2  Midland Loan Services, a Division of PNC Bank, National
              Association as Special Servicer incorporated by reference to
              Exhibit 33.2 of the Annual Report on Form 10-K filed by the
              issuing entity on March 29, 2013 (File No. 333-172143-06).
        33.3  Deutsche Bank Trust Company Americas as Certificate Administrator
              and Custodian incorporated by reference to Exhibit 33.3 of the
              Annual Report on Form 10-K filed by the issuing entity on
              March 29, 2013 (File No. 333-172143-06).
        33.4  CoreLogic Commercial Real Estate Services, Inc. as Servicing
              Function Participant incorporated by reference to Exhibit 33.4
              of the Annual Report on Form 10-K filed by the issuing entity
              on March 29, 2013 (File No. 333-172143-06).
        33.5  National Tax Search, LLC as Servicing Function Participant
              incorporated by reference to Exhibit 33.5 of the Annual Report
              on Form 10-K filed by the issuing entity on March 29, 2013
              (File No. 333-172143-06).
        33.6  Situs Holdings, LLC as Operating Advisor incorporated by
              reference to Exhibit 33.6 of the Annual Report on Form 10-K
              filed by the issuing entity on March 29, 2013
              (File No. 333-172143-06).
        33.7  Wells Fargo Bank, National Association as Certificate
              Administrator for both the Crossgate Mall Mortgage Loan and the
              Prince Building Mortgage Loan.
        33.8  Park Bridge Lender Services LLC as Operating Advisor for both the
              Crossgate Mall Mortgage Loan and the Prince Building Mortgage
              Loan incorporated by reference to Exhibit 33.8 of the Annual
              Report on Form 10-K filed by the issuing entity on March 29,
              2013 (File No. 333-172143-06).
        33.9  Torchlight Loan Services, LLC as Special Servicer for the Prince
              Building Mortgage Loan incorporated by reference to Exhibit 33.9
              of the Annual Report on Form 10-K filed by the issuing entity on
              March 29, 2013 (File No. 333-172143-06).
        33.10 Wells Fargo Bank, National Association as Custodian for both the
              Crossgate Mall Mortgage Loan and the Prince Building Mortgage
              Loan incorporated by reference to Exhibit 33.10 of the Annual
              Report on Form 10-K (Amendment No. 1) filed by the issuing entity
              on October 28, 2013 (File No. 333-172143-06).


   34   Attestation reports on assessment of compliance with servicing criteria
        for asset-backed securities.

        34.1  Wells Fargo Bank, National Association as Master Servicer
              incorporated by reference to Exhibit 34.1 of the Annual Report on
              Form 10-K filed by the issuing entity on March 29, 2013
              (File No. 333-172143-06).
        34.2  Midland Loan Services, a Division of PNC Bank, National
              Association as Special Servicer incorporated by reference to
              Exhibit 34.2 of the Annual Report on Form 10-K filed by the
              issuing entity on March 29, 2013 (File No. 333-172143-06).
        34.3  Deutsche Bank Trust Company Americas as Certificate Administrator
              and Custodian incorporated by reference to Exhibit 34.3 of the
              Annual Report on Form 10-K filed by the issuing entity on
              March 29, 2013 (File No. 333-172143-06).
        34.4  CoreLogic Commercial Real Estate Services, Inc. as Servicing
              Function Participant incorporated by reference to Exhibit 34.4
              of the Annual Report on Form 10-K filed by the issuing entity on
              March 29, 2013 (File No. 333-172143-06).
        34.5  National Tax Search, LLC as Servicing Function Participant
              incorporated by reference to Exhibit 34.5 of the Annual Report on
              Form 10-K filed by the issuing entity on March 29, 2013
              (File No. 333-172143-06).
        34.6  Situs Holdings, LLC as Operating Advisor incorporated by
              reference to Exhibit 34.6 of the Annual Report on Form 10-K filed
              by the issuing entity on March 29, 2013 (File No. 333-172143-06).
        34.7  Wells Fargo Bank, National Association as Certificate
              Administrator for both the Crossgate Mall Mortgage Loan and the
              Prince Building Mortgage Loan.
        34.8  Park Bridge Lender Services LLC as Operating Advisor for both the
              Crossgate Mall Mortgage Loan and the Prince Building Mortgage
              Loan incorporated by reference to Exhibit 34.8 of the Annual
              Report on Form 10-K filed by the issuing entity on March 29, 2013
              (File No. 333-172143-06).
        34.9  Torchlight Loan Services, LLC as Special Servicer for the Prince
              Building Mortgage Loan incorporated by reference to Exhibit 34.9
              of the Annual Report on Form 10-K filed by the issuing entity on
              March 29, 2013 (File No. 333-172143-06).
        34.10 Wells Fargo Bank, National Association as Custodian for both the
              Crossgate Mall Mortgage Loan and the Prince Building Mortgage
              Loan incorporated by reference to Exhibit 34.10 of the Annual
              Report on Form 10-K (Amendment No. 1) filed by the issuing entity
              on October 28, 2013 (File No. 333-172143-06).


   35   Servicer compliance statement.

        35.1  Wells Fargo Bank, National Association as Master Servicer
              incorporated by reference to Exhibit 35.1 of the Annual Report on
              Form 10-K filed by the issuing entity on March 29, 2013
              (File No. 333-172143-06).
        35.2  Midland Loan Services, a Division of PNC Bank, National
              Association as Special Servicer incorporated by reference to
              Exhibit 35.2 of the Annual Report on Form 10-K filed by the
              issuing entity on March 29, 2013 (File No. 333-172143-06).
        35.3  Deutsche Bank Trust Company Americas as Certificate Administrator
              incorporated by reference to Exhibit 35.3 of the Annual Report on
              Form 10-K filed by the issuing entity on March 29, 2013
              (File No. 333-172143-06).
        35.4  Deutsche Bank Trust Company Americas as Custodian incorporated by
              reference to Exhibit 35.4 of the Annual Report on Form 10-K filed
              by the issuing entity on March 29, 2013 (File No. 333-172143-06).
        35.5  Wells Fargo Bank, National Association as Certificate
              Administrator and Custodian for the Crossgate Mall Mortgage Loan
              incorporated by reference to Exhibit 35.5 of the Annual Report on
              Form 10-K (Amendment No. 1) filed by the issuing entity on
              October 28, 2013 (File No. 333-172143-06).
        35.6  Torchlight Loan Services, LLC as Special Servicer for the Prince
              Building Mortgage Loan incorporated by reference to Exhibit 35.6
              of the Annual Report on Form 10-K filed by the issuing entity on
              March 29, 2013 (File No. 333-172143-06).
        35.7  Wells Fargo Bank, National Association as Certificate
              Administrator and Custodian for the Prince Building Mortgage Loan
              incorporated by reference to Exhibit 35.7 of the Annual Report on
              Form 10-K (Amendment No. 1) filed by the issuing entity on
              October 28, 2013 (File No. 333-172143-06).

   99.1 Letter, dated August 13, 2013, from the Corporate Trust Services
        division of Wells Fargo Bank, National Association, as Custodian to the
        depositor regarding Compliance with Applicable Servicing Criteria for
        Asset-backed Securities by Wells Fargo Bank, National Association, as
        Custodian incorporated by reference to Exhibit 99.1 of the Annual Report
        on Form 10-K (Amendment No. 1) filed by the issuing entity on
        October 28, 2013 (File No. 333-172143-06).

   99.2 Notice Letter, dated December 20, 2013, from the Corporate Trust
        Services Division of Wells Fargo Bank, National Association ("Wells
        Fargo"), as Certificate Administrator for both the Crossgate Mall
        Mortgage Loan and the Prince Building Mortgage Loan to the registrant
        regarding Wells Fargo's Report on Assessment of Compliance with
        Applicable Servicing Criteria.

   (b)  The exhibits required to be filed by the Registrant pursuant to Item 601
        of Regulation S-K are listed above and in the Exhibit Index that
        immediately follows the signature page hereof.

   (c)  Not Applicable.



                                    SIGNATURES

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


   Deutsche Mortgage & Asset Receiving Corporation
   (Depositor)



   /s/ Helaine M. Kaplan
   _____________________________
   Helaine M. Kaplan, President
   (senior officer in charge of securitization of the depositor)


   Date:   January 24, 2014



   /s/ Matt Smith
   ______________________________
   Matt Smith, Vice President


   Date:   January 24, 2014



   EXHIBIT INDEX

   Exhibit No.


  4.1   Pooling and Servicing Agreement, dated as of October 1, 2012, by and
        among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
        Wells Fargo Bank, National Association, as Master Servicer, Midland
        Loan Services, a Division of PNC Bank, National Association, as Special
        Servicer, U.S. Bank National Association, as Trustee, Deutsche Bank
        Trust Company Americas, as Certificate Administrator, Paying Agent
        and Custodian, and Situs Holdings, LLC, as Operating Advisor (filed as
        Exhibit 4.1 to the registrant's Current Report on Form 8-K/A filed on
        November 21, 2012 and incorporated by reference herein.)

  4.2   Pooling and Servicing Agreement, dated as of August 1, 2012, among
        Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells
        Fargo Bank, National Association, as master servicer, Midland Loan
        Services, a Division of PNC Bank, National Association, as special
        servicer, U.S. Bank National Association, as trustee, Park Bridge Lender
        Services LLC, as operating advisor, and Wells Fargo Bank, National
        Association, as certificate administrator, paying agent and custodian,
        relating to the COMM 2012-CCRE2 Mortgage Trust transaction, pursuant to
        which the Crossgates Mall Mortgage Loan is being serviced (filed as
        Exhibit 4 to the registrant's Current Report on Form 8-K filed on
        August 22, 2012 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, Park Bridge Lender Services LLC, as operating advisor, and
        Wells Fargo Bank, National Association, as certificate administrator,
        paying agent and custodian, relating to the COMM 2012-CCRE4 Mortgage
        Trust transaction, pursuant to which the Prince Building Mortgage Loan
        is being serviced (filed as Exhibit 4.1 to the registrant's Current
        Report on Form 8-K filed on November 13, 2012 and incorporated by
        reference herein).

 10.1   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 filed by the registrant
        on October 12, 2012, which is incorporated by reference herein).

 10.2   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 filed by the
        registrant on October 12, 2012, which is incorporated by reference
        herein).

 10.3   Mortgage Loan Purchase Agreement, dated as of October 3, 2012 between
        Ladder Capital Finance LLC, as seller, and Deutsche Mortgage & Asset
        Receiving Corporation, as purchaser (filed as Exhibit 99.3 to the
        registrant's Current Report on Form 8-K filed by the registrant on
        October 12, 2012, which is incorporated by reference herein).


   31   Rule 13a-14(d)/15d-14(d) Certification.


   33   Reports on assessment of compliance with servicing criteria for
        asset-backed securities.

        33.1  Wells Fargo Bank, National Association as Master Servicer
              incorporated by reference to Exhibit 33.1 of the Annual Report
              on Form 10-K filed by the issuing entity on March 29, 2013
              (File No. 333-172143-06).
        33.2  Midland Loan Services, a Division of PNC Bank, National
              Association as Special Servicer incorporated by reference to
              Exhibit 33.2 of the Annual Report on Form 10-K filed by the
              issuing entity on March 29, 2013 (File No. 333-172143-06).
        33.3  Deutsche Bank Trust Company Americas as Certificate Administrator
              and Custodian incorporated by reference to Exhibit 33.3 of the
              Annual Report on Form 10-K filed by the issuing entity on
              March 29, 2013 (File No. 333-172143-06).
        33.4  CoreLogic Commercial Real Estate Services, Inc. as Servicing
              Function Participant incorporated by reference to Exhibit 33.4
              of the Annual Report on Form 10-K filed by the issuing entity
              on March 29, 2013 (File No. 333-172143-06).
        33.5  National Tax Search, LLC as Servicing Function Participant
              incorporated by reference to Exhibit 33.5 of the Annual Report
              on Form 10-K filed by the issuing entity on March 29, 2013
              (File No. 333-172143-06).
        33.6  Situs Holdings, LLC as Operating Advisor incorporated by
              reference to Exhibit 33.6 of the Annual Report on Form 10-K
              filed by the issuing entity on March 29, 2013
              (File No. 333-172143-06).
        33.7  Wells Fargo Bank, National Association as Certificate
              Administrator for both the Crossgate Mall Mortgage Loan and the
              Prince Building Mortgage Loan.
        33.8  Park Bridge Lender Services LLC as Operating Advisor for both the
              Crossgate Mall Mortgage Loan and the Prince Building Mortgage
              Loan incorporated by reference to Exhibit 33.8 of the Annual
              Report on Form 10-K filed by the issuing entity on March 29,
              2013 (File No. 333-172143-06).
        33.9  Torchlight Loan Services, LLC as Special Servicer for the Prince
              Building Mortgage Loan incorporated by reference to Exhibit 33.9
              of the Annual Report on Form 10-K filed by the issuing entity on
              March 29, 2013 (File No. 333-172143-06).
        33.10 Wells Fargo Bank, National Association as Custodian for both the
              Crossgate Mall Mortgage Loan and the Prince Building Mortgage
              Loan incorporated by reference to Exhibit 33.10 of the Annual
              Report on Form 10-K (Amendment No. 1) filed by the issuing entity
              on October 28, 2013 (File No. 333-172143-06).


   34   Attestation reports on assessment of compliance with servicing criteria
        for asset-backed securities.

        34.1  Wells Fargo Bank, National Association as Master Servicer
              incorporated by reference to Exhibit 34.1 of the Annual Report on
              Form 10-K filed by the issuing entity on March 29, 2013
              (File No. 333-172143-06).
        34.2  Midland Loan Services, a Division of PNC Bank, National
              Association as Special Servicer incorporated by reference to
              Exhibit 34.2 of the Annual Report on Form 10-K filed by the
              issuing entity on March 29, 2013 (File No. 333-172143-06).
        34.3  Deutsche Bank Trust Company Americas as Certificate Administrator
              and Custodian incorporated by reference to Exhibit 34.3 of the
              Annual Report on Form 10-K filed by the issuing entity on
              March 29, 2013 (File No. 333-172143-06).
        34.4  CoreLogic Commercial Real Estate Services, Inc. as Servicing
              Function Participant incorporated by reference to Exhibit 34.4
              of the Annual Report on Form 10-K filed by the issuing entity on
              March 29, 2013 (File No. 333-172143-06).
        34.5  National Tax Search, LLC as Servicing Function Participant
              incorporated by reference to Exhibit 34.5 of the Annual Report on
              Form 10-K filed by the issuing entity on March 29, 2013
              (File No. 333-172143-06).
        34.6  Situs Holdings, LLC as Operating Advisor incorporated by
              reference to Exhibit 34.6 of the Annual Report on Form 10-K filed
              by the issuing entity on March 29, 2013 (File No. 333-172143-06).
        34.7  Wells Fargo Bank, National Association as Certificate
              Administrator for both the Crossgate Mall Mortgage Loan and the
              Prince Building Mortgage Loan.
        34.8  Park Bridge Lender Services LLC as Operating Advisor for both the
              Crossgate Mall Mortgage Loan and the Prince Building Mortgage
              Loan incorporated by reference to Exhibit 34.8 of the Annual
              Report on Form 10-K filed by the issuing entity on March 29, 2013
              (File No. 333-172143-06).
        34.9  Torchlight Loan Services, LLC as Special Servicer for the Prince
              Building Mortgage Loan incorporated by reference to Exhibit 34.9
              of the Annual Report on Form 10-K filed by the issuing entity on
              March 29, 2013 (File No. 333-172143-06).
        34.10 Wells Fargo Bank, National Association as Custodian for both the
              Crossgate Mall Mortgage Loan and the Prince Building Mortgage
              Loan incorporated by reference to Exhibit 34.10 of the Annual
              Report on Form 10-K (Amendment No. 1) filed by the issuing entity
              on October 28, 2013 (File No. 333-172143-06).


   35   Servicer compliance statement.

        35.1  Wells Fargo Bank, National Association as Master Servicer
              incorporated by reference to Exhibit 35.1 of the Annual Report on
              Form 10-K filed by the issuing entity on March 29, 2013
              (File No. 333-172143-06).
        35.2  Midland Loan Services, a Division of PNC Bank, National
              Association as Special Servicer incorporated by reference to
              Exhibit 35.2 of the Annual Report on Form 10-K filed by the
              issuing entity on March 29, 2013 (File No. 333-172143-06).
        35.3  Deutsche Bank Trust Company Americas as Certificate Administrator
              incorporated by reference to Exhibit 35.3 of the Annual Report on
              Form 10-K filed by the issuing entity on March 29, 2013
              (File No. 333-172143-06).
        35.4  Deutsche Bank Trust Company Americas as Custodian incorporated by
              reference to Exhibit 35.4 of the Annual Report on Form 10-K filed
              by the issuing entity on March 29, 2013 (File No. 333-172143-06).
        35.5  Wells Fargo Bank, National Association as Certificate
              Administrator and Custodian for the Crossgate Mall Mortgage Loan
              incorporated by reference to Exhibit 35.5 of the Annual Report on
              Form 10-K (Amendment No. 1) filed by the issuing entity on
              October 28, 2013 (File No. 333-172143-06).
        35.6  Torchlight Loan Services, LLC as Special Servicer for the Prince
              Building Mortgage Loan incorporated by reference to Exhibit 35.6
              of the Annual Report on Form 10-K filed by the issuing entity on
              March 29, 2013 (File No. 333-172143-06).
        35.7  Wells Fargo Bank, National Association as Certificate
              Administrator and Custodian for the Prince Building Mortgage Loan
              incorporated by reference to Exhibit 35.7 of the Annual Report on
              Form 10-K (Amendment No. 1) filed by the issuing entity on
              October 28, 2013 (File No. 333-172143-06).

   99.1 Letter, dated August 13, 2013, from the Corporate Trust Services
        division of Wells Fargo Bank, National Association, as Custodian to the
        depositor regarding Compliance with Applicable Servicing Criteria for
        Asset-backed Securities by Wells Fargo Bank, National Association, as
        Custodian incorporated by reference to Exhibit 99.1 of the Annual Report
        on Form 10-K (Amendment No. 1) filed by the issuing entity on
        October 28, 2013 (File No. 333-172143-06).

   99.2 Notice Letter, dated December 20, 2013, from the Corporate Trust
        Services Division of Wells Fargo Bank, National Association ("Wells
        Fargo"), as Certificate Administrator for both the Crossgate Mall
        Mortgage Loan and the Prince Building Mortgage Loan to the registrant
        regarding Wells Fargo's Report on Assessment of Compliance with
        Applicable Servicing Criteria.