UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10‐K

 

(Mark One)

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014 or

/ /   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to_____ Commission file number of the issuing entity: 333-172143-01

 

Central Index Key Number of the issuing entity: 0001527531

DBUBS 2011-LC3 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: 0001541886

UBS Real Estate Securities Inc.

(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)

 

Central Index Key Number of the sponsor: 0001542046

Starwood Property Mortgage Sub-2-A, L.L.C.

(exact name of the sponsor as specified in its charter)

 

Central Index Key Number of the sponsor: 0001542290

Starwood Property Mortgage Sub-3, L.L.C.

(exact name of the sponsor as specified in its charter)

 

Central Index Key Number of the sponsor: 0001542291

Starwood Property Mortgage Sub-4, L.L.C.

(exact name of the sponsor as specified in its charter)

| New York (State or other jurisdiction of incorporation or organization of

the issuing entity) | 38-3847613 38-3847614 38-3847615 38-6988397 (I.R.S. Employer  Identification Numbers) |
|------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------|

c/o Wells Fargo Bank, N.A.9062 Old Annapolis RoadColumbia, MD  (Address of principal executive offices of the issuing entity)21045 (Zip Code)

Registrant’s telephone number, including area code:  (212) 250-2500

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  /X/ Yes  / /No

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

Not applicable.

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

Not applicable.

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

Large accelerated filer          / /                                                                                                         Accelerated filer                                      / /

Non-accelerated filer         /X/  (Do not check if a smaller reporting company)                              Smaller reporting company                     / /

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  / /Yes /X/ No

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

Not applicable.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  / /Yes / / No

Not applicable.

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

Not applicable.

DOCUMENTS INCORPORATED BY REFERENCE

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

Not applicable.

 

 

EXPLANATORY NOTES

Wells Fargo Bank, National Association (“Wells Fargo”) is the master servicer, certificate administrator and custodian of the loans serviced under the Pooling and Servicing Agreement and the special servicer of the Providence Place Mall Mortgage Loan, which constituted approximately 3.9% of the asset pool of the issuing entity as of its cut-off date. Thus, Wells Fargo is a “servicer”, as defined in Item 1108(a)(2)(iii) of Regulation AB, with respect to the Providence Place Mall Mortgage Loan because it is servicing mortgage loans which constituted 10% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria, accountants’ attestation reports and servicer compliance statements delivered by Wells Fargo in the capacities described above are listed in the Exhibit Index.

Wells Fargo, as Master Servicer of the subject transaction did not provide an assessment of compliance with respect to Item 1122(d)(3)(iii). At the time the pooling and servicing agreement was entered into, it was intended that either the master servicer or the certificate administrator would perform this servicing function. In fact, Item 1122(d)(3)(iii) of Regulation AB was performed by the certificate administrator, and is included in the assessment of compliance with applicable servicing criteria and accountants’ attestation report of the certificate administrator for the subject transaction.

With regard to the servicing criteria set forth in subsection 1122(d)(3)(iii), KeyBank National Association, as successor by merger to KeyCorp Real Estate Capital Markets, Inc. (“KeyBank”) has indicated that the criteria is not applicable. Under the terms of the related pooling and servicing agreement, the certificate administrator may, and does, perform this servicing function, and KeyBank understands that the certificate administrator has included this criteria in its own assessment of compliance for this transaction.

U. S. Bank National Association acts as trustee of the issuing entity. Pursuant to the Pooling and Servicing Agreement, the trustee is required to provide an assessment of compliance with applicable servicing criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements). However, the trustee is not required to deliver such assessment of compliance with applicable servicing criteria with respect to any reporting period during which there was no servicing criteria applicable to the trustee, as was the case during the reporting period covered by this Annual Report on Form 10-K. As a result, this Annual Report on Form 10-K does not include an assessment of compliance with applicable servicing criteria of the trustee. The assessment of compliance with applicable servicing criteria of the master servicer covers Item 1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-K includes assessments of compliance with applicable servicing criteria and accountants’ attestation reports from CoreLogic Commercial Real Estate Services, Inc. and National Tax Search, LLC. These entities were engaged by the master servicer and the primary servicer 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. With respect to the services performed for the master servicer, these services are including within the servicing criteria set forth in Items 1122(d)(4)(xi) and 1122(d)(4)(xii). With respect to the services performed for the primary servicer, these services are included within the servicing criteria set forth in Item 1122(d)(4)(xi). Therefore, under the principles-based definition of “servicer” set forth in Item 1101(j) that looks to the functions that an entity performs, these vendors are “servicers” for the purposes of Item 1122. See Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

PART I 

Item 1.  Business.

Omitted.

Item 1A.  Risk Factors.

Omitted.

Item 1B.  Unresolved Staff Comments.

None.

Item 2.  Properties.

Omitted.

Item 3.  Legal Proceedings.

Omitted.

Item 4.  Mine Safety Disclosures.

Not applicable.

PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Omitted.

Item 6.  Selected Financial Data.

Omitted.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Omitted.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

Omitted.

Item 8.  Financial Statements and Supplementary Data.

Omitted.

Item 9.  Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 

Omitted.

Item 9A.  Controls and Procedures.

Omitted.

Item 9B.  Other Information.

None.

PART III

Item 10.  Directors, Executive Officers and Corporate Governance.

Omitted.

Item 11.  Executive Compensation.

Omitted.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Omitted.

Item 13.  Certain Relationships and Related Transactions, and Director Independence.

Omitted.

Item 14.  Principal Accounting Fees and Services.

Omitted.

ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

Item 1112(b) of Regulation AB, Significant Obligor Financial Information.

The Three Allen Center Mortgage Loan (Loan Number 1 on Annex A-1 of the prospectus supplement of the Registrant relating to the issuing entity filed on August 26, 2011 pursuant to Rule 424(b)(5)) constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB. In accordance with Item 1112(b) of Regulation AB, the most recent unaudited net operating income of the significant obligor was $23,405,808.00 for the twelve month period ended December 31, 2014.

The Times Square Hotel Portfolio Mortgage Loan (Loan Number 2 on Annex A-1 of the prospectus supplement of the Registrant relating to the issuing entity filed on August 26, 2011 pursuant to Rule 424(b)(5)) constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB. In accordance with Item 1112(b) of Regulation AB, the most recent unaudited net operating income of the significant obligor was $19,208,070.00 for the twelve month period ended December 31, 2014.

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

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

Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).

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

Item 1117 of Regulation AB, Legal Proceedings.

The registrant knows of no material pending legal proceeding involving the trust or any party related to the trust, other than routine litigation incidental to the duties of those respective parties, and the following, with respect to UBS Real Estate Securities Inc., a Sponsor and a mortgage loan seller, U.S. Bank National Association, as trustee, and Wells Fargo Bank, N.A., as certificate administrator:

UBS Real Estate Securities Inc. (“UBSRES”) is currently engaged in litigation with respect to various legacy residential mortgage-backed securities transactions. Some litigants are seeking the repurchase of mortgage loans by UBSRES from certain residential mortgage securitization trusts, on the basis that the loans are allegedly in breach of contractual representations and warranties in governing transaction documents. Other litigants are  alleging violations of federal and/or state securities or common law for alleged misrepresentations and omissions in offering documents in connection with the issuance and/or distribution of residential mortgage-backed securities. No assurance can be given that one or more of the foregoing actions will not result in material liability to UBSRES.

In June 2014, a civil complaint was filed in the Supreme Court of the State of New York, New York County, by a group of institutional investors against U.S. Bank National Association (“U.S. Bank”), in its capacity as trustee or successor trustee (as the case may be) under certain residential mortgage backed securities (“RMBS”) trusts. The plaintiffs are investment funds formed by nine investment advisors (AEGON, BlackRock, Brookfield, DZ Bank, Kore, PIMCO, Prudential, Sealink and TIAA) that purport to be bringing suit derivatively on behalf of 841 RMBS trusts that issued $771 billion in original principal amount of securities between 2004 and 2008. According to the plaintiffs, cumulative losses for these RMBS trusts equal $92.4 billion as of the date of the complaint. The complaint is one of six similar complaints filed against RMBS trustees (Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and Wells Fargo) by certain of these plaintiffs. The complaint against U.S. Bank alleges the trustee caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers for these RMBS trusts and asserts causes of action based upon the trustee's purported failure to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties concerning loan quality. The complaint also asserts that the trustee failed to notify securityholders of purported events of default allegedly caused by breaches by mortgage loan servicers and that the trustee purportedly failed to abide by appropriate standards of care following events of default. Relief sought includes money damages in an unspecified amount and equitable relief. In November 2014, the plaintiffs sought leave to voluntarily dismiss their original state court complaint and filed a substantially similar complaint in the United States District Court for the Southern District of New York. The federal civil complaint added a class action allegation and a change in the total number of named trusts to 843 RMBS trusts. In December 2014, the plaintiffs’ motion to voluntarily dismiss their original state court complaint was granted. Other cases alleging similar causes of action have previously been filed against U.S. Bank and other trustees by RMBS investors in other transactions.

There can be no assurances as to the outcome of the litigation, or the possible impact of the litigation on the trustee or the RMBS trusts. However, U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors and that it has meritorious defenses, and it intends to contest the plaintiffs’ claims vigorously.

 

On June 18, 2014, a group of institutional investors filed a civil complaint in the Supreme Court of the State of New York, New York County, against Wells Fargo Bank, N.A., in its capacity as trustee under 276 residential mortgage backed securities (“RMBS”) trusts, which was later amended on July 18, 2014, to increase the number of trusts to 284 RMBS trusts. On November 24, 2014, the plaintiffs filed a motion to voluntarily dismiss the state court action without prejudice. That same day, a group of institutional investors filed a civil complaint in the United States District Court for the Southern District of New York against Wells Fargo Bank, N.A., alleging claims against the bank in its capacity as trustee for 274 RMBS trusts (the “Complaint”).  In December 2014, the plaintiffs’ motion to voluntarily dismiss their original state court action was granted.  As with the prior state court action, the Complaint is one of six similar complaints filed contemporaneously against RMBS trustees (Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and US Bank) by a group of institutional investor plaintiffs. The Complaint against Wells Fargo Bank, N.A. alleges that the trustee caused losses to investors and asserts causes of action based upon, among other things, the trustee's alleged failure to (i) enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default purportedly caused by breaches by mortgage loan servicers, and (iii) abide by appropriate standards of care following alleged events of default. Relief sought includes money damages in an unspecified amount, reimbursement of expenses, and equitable relief. Other cases alleging similar causes of action have been filed against Wells Fargo Bank, N.A. and other trustees by RMBS investors in these and other transactions. There can be no assurances as to the outcome of the litigation, or the possible impact of the litigation on the trustee or the RMBS trusts. However, Wells Fargo Bank, N.A. denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of any losses to investors, and that it has meritorious defenses, and it intends to contest the plaintiffs’ claims vigorously.

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

The information regarding this Item has been previously provided in a prospectus supplement of the Registrant relating to the issuing entity filed on August 26, 2011 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 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 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 assessment of compliance with applicable servicing criteria furnished pursuant to Item 1122 of Regulation AB by CWCapital Asset Management LLC ("CWAM") attached to this Annual Report on Form 10-K as Exhibit 33.2 discloses that a material instance of noncompliance occurred, as described below:

Material Instance of Noncompliance by CWAM

CWAM's assessment of compliance with the Applicable Servicing Criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB as of December 31, 2014 and for the Reporting Period, disclosed a material instance of noncompliance that occurred with respect to the servicing criterion set forth in Item 1122(d)(1)(i), as follows:

With respect to compliance with servicing criterion 1122(d)(1)(i), CWAM’s policies and procedures were not properly instituted to monitor loan performance or other triggers and events of defaults in accordance with the transaction agreements.

Management's Discussion on Material Instance of Noncompliance by CWAM

1122(d)(1)(i): Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance of the transaction agreements. Timely reporting results of monitoring loan performance to the trusts, in accordance with the transaction agreements.

Noncompliance:

The instance of material noncompliance, for the Reporting Period included a failure to deliver required asset status reports ("ASRs") to the transaction parties in a timely manner with respect to certain agreements for the securitization transactions described in the table below (which do not include the securitization transaction to which this Annual Report on Form 10-K relates).  The preparation and delivery of ASRs to the transaction parties are a component of CWAM's requirements under section 1122(d)(1)(i) of Regulation AB. The typical delivery timeframe ranges from 30 to 90 days and is dependent upon the related transaction agreements. Certain securitizations require ASRs upon transfer of a loan to CWAM.  During the reporting period, CWAM prepared the required ASRs, but failed to deliver the ASRs within the timeframes specified in the transaction agreements.  The ASRs for a total of 34 loans related to 17 securitizations were not delivered on time.  CWAM remedied the issue in December 2014 by delivering all of the delinquent reports.

 
| #     | Securitization    | Number of loans impacted |
|-------|-------------------|--------------------------|
| 1     | BACM 2006-3       | 1                        |
| 2     | BACM 2008-1       | 3                        |
| 3     | CD 2007-CD4       | 5                        |
| 4     | CGCMT 2007-C6     | 4                        |
| 5     | GSMS 2012-GCJ7    | 1                        |
| 6     | JPMC 2006-CIBC17  | 3                        |
| 7     | JPMC 2006-LDP9    | 3                        |
| 8     | JPMC 2007-LDP11   | 2                        |
| 9     | JPMCC 2006-CIBC14 | 1                        |
| 10    | JPMCC 2008-C2     | 1                        |
| 11    | MLCFC 2006-1      | 1                        |
| 12    | MLCFC 2007-5      | 2                        |
| 13    | MLCFC 2007-6      | 1                        |
| 14    | MLMT 2006-C1      | 1                        |
| 15    | WBCMT 2006-C25    | 1                        |
| 16    | WBCMT 2006-C26    | 2                        |
| 17    | WBCMT 2006-C28    | 2                        |
| Total |              | 34                       |

Remediation:

In response to the procedural and system control weaknesses, CWAM's Compliance Committee conducted a process analysis and implemented various measures to prevent recurrence. The measures included additional task-specific training and development of a workflow chart with responsible parties including assignment of a senior manager responsible for the ASR process.

Management’s assessment of compliance with Regulation AB servicing criteria furnished pursuant to Item 1122 of Regulation AB by KeyBank National Association (“KeyBank”) attached to this Annual Report on Form 10-K as Exhibit 33.8 (the “KeyBank Assessment”) identified the following material instances of noncompliance with servicing criteria 1122(d)(4)(xv) during the calendar year ended December 31, 2014 with respect to commercial mortgage loans.

Servicing Criteria Impacted:

1122(d)(4)(xv) –Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

Material Instances of Noncompliance with Servicing Criteria:

Regarding external enhancements, specifically letters of credit, upon transfer of the servicing of the mortgage loans to KeyBank from the previous servicer, KeyBank was not properly named as the beneficiary on certain letters of credit because of deficiencies in policies and procedures relating to changes in named beneficiary.  KeyBank identified eighty mortgage loans that did not properly name KeyBank as beneficiary on the letters of credit.

Remediation:

The following remediation procedures have been initiated by KeyBank: (i) the impacted mortgage loans have been identified, (ii) borrower contact has been initiated, (iii) corrective actions are underway and are being tracked and monitored by senior management, (iv) procedures have been revised to include new tracking and action steps to prevent this situation from reoccurring in the future, and (v) training has been provided to the relevant staff members to prevent a recurrence, and (vi) updates will be made to software systems to assist staff members with compliance.

As of the date of the KeyBank Assessment, there are thirty-one mortgage loans contained within fourteen transactions for which the beneficiary name on the letters of credit still needs to be corrected.  The fourteen transactions are listed below, with the following information with respect to each transaction: the number of impacted mortgage loans to be corrected included in such transaction, and the aggregate amount of the letters of credit related to such impacted mortgage loans to be corrected.

 
| Transaction   | # of impacted mortgage loans to be corrected | Amount of the letters of credit related to such impacted mortgage loans to be corrected ($) |
|---------------|----------------------------------------------|---------------------------------------------------------------------------------------------|
| BACM 2005-4   | 1                                            | 2,500,000.00                                                                                |
| BACM 2006-1   | 2                                            | 4,122,389.00                                                                                |
| BACM 2006-3   | 4                                            | 1,397,562.00                                                                                |
| BACM 2006-5   | 2                                            |    477,789.00                                                                     |
| BACM 2006-6   | 4                                            | 1,305,983.00                                                                                |
| BACM 2007-1   | 4                                            | 1,776,950.00                                                                                |
| BACM 2007-2   | 3                                            |    595,091.00                                                                     |
| BACM 2007-3   | 5                                            | 5,478,556.00                                                                                |
| BACM 2007-4   | 1                                            | 1,000,000.00                                                                                |
| BACM 2008-LS1 | 1                                            |    275,346.00                                                                     |
| GECMC 2007-C1 | 2                                            |    614,472.00                                                                     |
| MLMT 2008-C1  | 1                                            |    102,818.00                                                                     |
| COMM 2006-C7  | 1                                            |    355,000.00                                                                     |
| MSC 2012-C4   | 1                                            | 2,500,000.00                                                                                |

During the calendar year ended December 31, 2014, no demands were made upon any of the impacted letters of credit, and thus, none of the affected transactions were materially impacted.

*The accountant’s attestation report referred to in the KeyBank Assessment includes only item 1 and item 2 (other than the last sentence thereof) referred to above.

Item 1123 of Regulation AB, Servicer Compliance Statement.

The servicer compliance statements are attached hereto 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              Pooling and Servicing Agreement, dated as of August 1, 2011, 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 Pooled Special Servicer, Wells Fargo Bank, National Association, as Providence Place Mall Mortgage Loan Special Servicer, U.S. Bank, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Paying Agent and Custodian, and Trimont Real Estate Advisors, Inc., as Operating Advisor (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K/A on September 27, 2011 and incorporated by reference herein).

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

 

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

| 33.1 Wells Fargo Bank, National Association, as Master Servicer                                                                |
|--------------------------------------------------------------------------------------------------------------------------------|
| 33.2 CWCapital Asset Management LLC, as Pooled Special Servicer                                                                |
| 33.3 Wells Fargo Bank, National Association, as Certificate Administrator                                                      |
| 33.4 Wells Fargo Bank, National Association, as Custodian                                                                      |
| 33.5 Trimont Real Estate Advisors, Inc., 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 KeyBank, National Association, as Primary Servicer                                                                        |
| 33.9 Wells Fargo Bank, National Association, as Special Servicer of the Providence Place Mall Mortgage Loan (see Exhibit 33.1) |
|                                                                                                                           |  |

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 CWCapital Asset Management LLC, as Pooled Special Servicer                                                                |
| 34.3 Wells Fargo Bank, National Association, as Certificate Administrator                                                      |
| 34.4 Wells Fargo Bank, National Association, as Custodian                                                                      |
| 34.5 Trimont Real Estate Advisors, Inc., 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 KeyBank, National Association, as Primary Servicer                                                                        |
| 34.9 Wells Fargo Bank, National Association, as Special Servicer of the Providence Place Mall Mortgage Loan (see Exhibit 34.1) |
|                                                                                                                           |  |

35 Servicer compliance statements.
| 35.1 Wells Fargo Bank, National Association, as Master Servicer                                             |
|-------------------------------------------------------------------------------------------------------------|
| 35.2 CWCapital Asset Management LLC, as Pooled Special Servicer                                             |
| 35.3 Wells Fargo Bank, National Association, as Certificate Administrator                                   |
| 35.4 KeyBank, National Association, as Primary Servicer                                                     |
| 35.5 Wells Fargo Bank, National Association, as Special Servicer of the Providence Place Mall Mortgage Loan |
|                                                                                                        |  |

99.1         Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset Receiving Corporation and German American Capital Corporation (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K/A filed on September 27, 2011 and incorporated by reference herein).

99.2         Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset Receiving Corporation and UBS Real Estate Securities Inc. (filed as Exhibit 99.6 to the registrant’s Current Report on Form 8-K filed on August 29, 2011 and incorporated by reference herein).

99.3         Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset Receiving Corporation, Ladder Capital Finance LLC and Ladder Capital Finance Holdings LLLP (filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-K filed on August 29, 2011 and incorporated by reference herein).

99.4         Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset Receiving Corporation, Starwood Property Mortgage Sub-2-A, L.L.C. and Starwood Property Mortgage, L.L.C. (filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-K filed on August 29, 2011 and incorporated by reference herein).

99.5         Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset Receiving Corporation, Starwood Property Mortgage Sub-3, L.L.C. and Starwood Property Mortgage, L.L.C. (filed as Exhibit 99.4 to the registrant’s Current Report on Form 8-K filed on August 29, 2011 and incorporated by reference herein).

99.6         Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset Receiving Corporation, Starwood Property Mortgage Sub-4, L.L.C. and Starwood Property Mortgage, L.L.C. (filed as Exhibit 99.5 to the registrant’s Current Report on Form 8-K filed on August 29, 2011 and incorporated by reference herein).

99.7         Primary Servicing Agreement, dated as of August 1, 2011, between Wells Fargo Bank, National Association, and Bank of America, National Association (filed as Exhibit 99.7 to the registrant’s Current Report on Form 8-K filed on August 29, 2011 and incorporated by reference herein).

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

(c)            Not Applicable.

SIGNATURES

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

Deutsche Mortgage & Asset Receiving Corporation (Depositor)

/s/ Helaine M. Kaplan

Helaine M. Kaplan, President

(senior officer in charge of securitization of the depositor)

Date: March 27, 2015

/s/ Natalie Grainger

Natalie Grainger, Vice President

Date: March 27, 2015

 

Exhibit Index

 

Exhibit No.

 

4 Pooling and Servicing Agreement, dated as of August 1, 2011, 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 Pooled Special Servicer, Wells Fargo Bank, National Association, as Providence Place Mall Mortgage Loan Special Servicer, U.S. Bank, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Paying Agent and Custodian, and Trimont Real Estate Advisors, Inc., as Operating Advisor (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K/A on September 27, 2011 and incorporated by reference herein).

 

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

 

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

| 33.1 Wells Fargo Bank, National Association, as Master Servicer                                                                |
|--------------------------------------------------------------------------------------------------------------------------------|
| 33.2 CWCapital Asset Management LLC, as Pooled Special Servicer                                                                |
| 33.3 Wells Fargo Bank, National Association, as Certificate Administrator                                                      |
| 33.4 Wells Fargo Bank, National Association, as Custodian                                                                      |
| 33.5 Trimont Real Estate Advisors, Inc., 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 KeyBank, National Association, as Primary Servicer                                                                        |
| 33.9 Wells Fargo Bank, National Association, as Special Servicer of the Providence Place Mall Mortgage Loan (see Exhibit 33.1) |
|                                                                                                                           |  |

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 CWCapital Asset Management LLC, as Pooled Special Servicer                                                                |
| 34.3 Wells Fargo Bank, National Association, as Certificate Administrator                                                      |
| 34.4 Wells Fargo Bank, National Association, as Custodian                                                                      |
| 34.5 Trimont Real Estate Advisors, Inc., 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 KeyBank, National Association, as Primary Servicer                                                                        |
| 34.9 Wells Fargo Bank, National Association, as Special Servicer of the Providence Place Mall Mortgage Loan (see Exhibit 34.1) |
|                                                                                                                           |  |

35 Servicer compliance statements.
| 35.1 Wells Fargo Bank, National Association, as Master Servicer                                             |
|-------------------------------------------------------------------------------------------------------------|
| 35.2 CWCapital Asset Management LLC, as Pooled Special Servicer                                             |
| 35.3 Wells Fargo Bank, National Association, as Certificate Administrator                                   |
| 35.4 KeyBank, National Association, as Primary Servicer                                                     |
| 35.5 Wells Fargo Bank, National Association, as Special Servicer of the Providence Place Mall Mortgage Loan |
|                                                                                                        |  |

99.1 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset Receiving Corporation and German American Capital Corporation (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K/A filed on September 27, 2011 and incorporated by reference herein).

 

99.2 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset Receiving Corporation and UBS Real Estate Securities Inc. (filed as Exhibit 99.6 to the registrant’s Current Report on Form 8-K filed on August 29, 2011 and incorporated by reference herein).

 

99.3 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset Receiving Corporation, Ladder Capital Finance LLC and Ladder Capital Finance Holdings LLLP (filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-K filed on August 29, 2011 and incorporated by reference herein).

 

99.4 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset Receiving Corporation, Starwood Property Mortgage Sub-2-A, L.L.C. and Starwood Property Mortgage, L.L.C. (filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-K filed on August 29, 2011 and incorporated by reference herein).

 

99.5 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset Receiving Corporation, Starwood Property Mortgage Sub-3, L.L.C. and Starwood Property Mortgage, L.L.C. (filed as Exhibit 99.4 to the registrant’s Current Report on Form 8-K filed on August 29, 2011 and incorporated by reference herein).

 

99.6 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between Deutsche Mortgage & Asset Receiving Corporation, Starwood Property Mortgage Sub-4, L.L.C. and Starwood Property Mortgage, L.L.C. (filed as Exhibit 99.5 to the registrant’s Current Report on Form 8-K filed on August 29, 2011 and incorporated by reference herein).

 

99.7 Primary Servicing Agreement, dated as of August 1, 2011, between Wells Fargo Bank, National Association, and Bank of America, National Association (filed as Exhibit 99.7 to the registrant’s Current Report on Form 8-K filed on August 29, 2011 and incorporated by reference herein).