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

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


  (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, 2012

      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: 333-172143-01

      DBUBS 2011-LC3 Mortgage Trust
      (exact name of issuing entity as specified in its charter)

      Deutsche Mortgage & Asset Receiving Corporation
      (exact name of the depositor as specified in its charter)

      German American Capital Corporation
      UBS Real Estate Securities Inc.
      Ladder Capital Finance LLC
      Starwood Property Mortgage Sub-2-A, L.L.C.
      Starwood Property Mortgage Sub-3, L.L.C.
      Starwood Property Mortgage Sub-4, L.L.C.
      (exact name of the sponsor as specified in its charter)



  New York                                38-3847613
  (State or other jurisdiction of         38-3847614
  incorporation or organization)          38-3847615
                                          38-6988397
                                          (I.R.S. Employer
                                          Identification No.)


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


 Telephone number, including area code: (410) 884-2000




  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



  Note - Checking the box above will not relieve any registrant required to
  file reports pursuant to Section 13 or 15(d) of the Exchange Act from their
  obligations under those Sections.


  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 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 ___     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 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 August 30, 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 (in such capacity, the "Certificate
  Administrator"), dated December 20, 2013, as a replacement to the Report on
  Assessment of Compliance with the Applicable Servicing Criteria for the
  Certificate Administrator, dated February 28, 2013, filed as Exhibit 33.8 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 Certificate
  Administrator, dated December 20, 2013, as a replacement to the Attestation
  Report on Assessment of Compliance with the Applicable Servicing Criteria for
  the Certificate Administrator, dated February 28, 2013, filed as Exhibit 34.8
  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 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 Administrators 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 Three Allen Center Loan (ID #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
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
$18,711,838.00.

The Times Square Hotel Portfolio Loan (ID #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 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 21,920,505.00.



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. ("UBSRES"), the Sponsor and
a mortgage loan seller:

In February 2012, Assured Guaranty filed suit against UBSRES in New York State
Court asserting claims for breach of contract and declaratory relief based on
UBSRES' alleged failure to repurchase allegedly defective mortgage loans with
an original principal balance of at least $997 million that serve as collateral
for residential mortgage-backed securities sponsored by the company and insured
in part by Assured Guaranty. Assured Guaranty also claims that UBSRES breached
representations and warranties concerning the mortgage loans and breached
certain obligations under commitment letters. Assured Guaranty seeks
unspecified damages that include payments on current and future claims made
under Assured Guaranty insurance policies totaling approximately $308 million
at the time of the filing of the complaint, as well as compensatory and
consequential losses, fees, expenses and pre-judgment interest. The case was
removed to federal court, and in August 2012, the Court granted UBSRES' motion
to dismiss Assured Guaranty's claims for breach of UBSRES' contractual
repurchase obligations, holding that only the trustee for the securitization
trust has the contractual right to enforce those obligations. The Court also
granted UBSRES' motion to dismiss Assured Guaranty's claims for declaratory
relief. The Court denied UBSRES' motion to dismiss Assured Guaranty's claims
for breach of representation and warranty and breach of the commitment letters.
The case is now in discovery. In October 2012, following the Court's holding
that only the trustee may assert claims seeking to enforce UBSRES' repurchase
obligations, the residential mortgage-backed securities trusts at issue in the
Assured Guaranty litigation filed a related action in the Southern District of
New York seeking to enforce UBSRES' obligation to repurchase loans with an
original principal balance of approximately $2 billion for which Assured
Guaranty had previously demanded repurchase. UBS's motion to dismiss the suit
filed by the trusts is pending. With respect to the portion of the loans
subject to this suit that were originated by institutions still in existence,
UBS will seek to enforce its indemnity rights against those institutions.

In April 2012, the Federal Housing Finance Agency, as conservator for Freddie
Mac, filed a notice and summons in New York Supreme Court initiating suit
against UBSRES for breach of contract and declaratory relief arising from
alleged breaches of representations and warranties in connection with certain
mortgage loans and UBSRES' alleged failure to repurchase such mortgage loans.
The complaint for this suit was filed in September 2012 and seeks, among other
relief, specific performance of UBSRES' alleged loan repurchase obligations for
at least $94 million in original principal balance of loans for which Freddie
Mac had previously demanded repurchase; no damages are specified. UBS's motion
to dismiss the suit is pending.

UBSRES, or its predecessor, Paine Webber Real Estate Securities, Inc., have
been named as defendants, along with numerous other entities, in five purported
class action lawsuits pending in Missouri. Plaintiffs in each case are
individuals who entered into second mortgages with various second mortgage
originators. Plaintiffs seek to represent state-wide classes in Missouri and
assert violations of Missouri's Second Mortgage Loan Act. The relief sought by
Plaintiffs includes a refund of fees charged and interest paid in connection
with their loans, relief from making future payments of interest and principal,
punitive damages and attorneys' fees. The five cases pending against UBS in
Missouri are: Baker v. Century Financial Group, Inc., CV100-4294 CC (Clay
County, Liberty); Beaver v. U.S. Bank Trust National Association, 03-CV-213643
(Jackson County, Independence); Gilmor v. Preferred Credit Corporation,
CV100-4263 CC (Clay County, Liberty); Thomas v. U.S. Bank, N.A., N.D.,
5:11-cv-06013 (W.D. MO., Western Division); and Mayo v. GMAC Mortgage, LLC, et
al., 4:08-CV-568 (W.D. MO., Western Division).

UBSRES does not hold, and never held, any of the second mortgage loans at issue
in the Baker or Gilmor cases. Regarding the Beaver case, the Court has
certified the case as a class action. With respect to the Thomas case, the case
was remanded to Missouri state court in August 2009 after having been removed
to federal district court in 2004. Plaintiffs filed an amended complaint in
January 2011, adding a new defendant, and the case was thereafter removed to
federal court. In September 2012, the Court granted plaintiffs leave to amend
the complaint. On January 11, 2013, UBS re-filed its motion to dismiss for lack
of standing and on March 12, 2013, plaintiffs filed their response. UBS will be
filing a reply in support of its motion to dismiss on April 12, 2013. The Mayo
case was settled on March 20, 2013.

UBSRES, along with certain affiliates, is named as a defendant in ten lawsuits
brought by purchasers of residential mortgage-backed securities (RMBS)
asserting claims under federal securities law or under state securities and/or
state common law based on alleged misrepresentations or omissions in offering
documents for approximately $10.4 billion in original face amount of
residential mortgage-backed securities underwritten and issued by affiliates.
These lawsuits include a putative class action filed in federal court in New
Jersey asserting violations of the federal securities laws against various UBS
entities, including UBSRES, in connection with $2.6 billion in original face
amount of UBS-sponsored RMBS. The suit was dismissed with prejudice on statute
of limitations grounds in July 2012. The named plaintiff has appealed the
dismissal and the appeal remains pending.

UBSRES also has tolling agreements with certain institutional purchasers of
RMBS concerning their potential claims related to purchases of RMBS sponsored
by UBSRES.



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 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).

The assessment of compliance with applicable servicing criteria for the twelve
months ended December 31, 2012, furnished pursuant to Item 1122 of Regulation
AB by the Corporate Trust Services Division of Wells Fargo (the "2012
Wells Assessment") for its platform, discloses that material instances of
noncompliance occurred with respect to the servicing criteria described in
Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of Regulation AB. The 2012 Wells
Assessment is attached to this Form 10-K as Exhibit 33.6.

There were no instances of noncompliance for the transaction to which this Form
10-K relates that led to Wells Fargo's determination that there were material
instances of noncompliance at the platform level.

The remainder of the paragraphs in this response to Item 1122 was provided by
Wells Fargo and references to the "Company" and "Management" in such
paragraphs are references to Wells Fargo and its management.

The following Material Instance of Non-Compliance has been disclosed by Wells
Fargo Bank, National Association (the "Company"), in its capacity as
Certificate Administrator:

Schedule A

Material Instances of Noncompliance by the Company

Management'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, 2012 and for the Period, disclosed
that material instances of noncompliance occurred with respect to the servicing
criteria set forth in both of Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as
follows:

* With respect to servicing criterion 1122(d)(3)(i)(B), certain reports to
investors did not provide information calculated in accordance with the terms
specified in the transaction agreements.

* With respect to servicing criterion 11 22(d)(3)(ii), certain amounts due to
investors were not allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction agreements.

Schedule B

Management's Discussion on Material Instances of Noncompliance by the Company

Disclosure: During the Period, Wells Fargo identified Payment Errors (as
defined below) and Reporting Errors (as defined below) on certain residential
mortgage-backed securities ("RMBS") transactions in the Platform. Although no
individually identified error, in and of itself, was found to be material to
the Platform, when the errors were considered in the aggregate, Management
determined that, for Platform purposes, there were material instances of
noncompliance with respect to both Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of
Regulation AB.

For purposes of this Schedule B, the term "Payment Errors" means the identified
payment errors that occurred during the Period and that, when considered in the
aggregate, led to Management's determination that there was a material instance
of noncompliance for the Platform with respect to Item 1122(d)(3)(i)(B) of
Regulation AB. For purposes of this Schedule B, the term "Reporting Errors"
means the identified reporting errors that occurred during the Period and that,
when considered in the aggregate, led to Management's determination that there
was a material instance of noncompliance for the Platform with respect to Item
1122(d)(3)(ii) of Regulation AB.

The identified Payment Errors and Reporting Errors on such RMBS transactions
were attributable to certain failures in processes relating to waterfall
calculations and reporting that, although adapted over time, still
insufficiently addressed the impact of the unprecedented levels of collateral
degradation in RMBS transactions on the calculation of principal and interest
payments and losses and associated investor reporting.

Scope of the Material Instances of Noncompliance: The identified Payment Errors
and Reporting Errors that led to Management's determination that material
instances of noncompliance with respect to the Platform had occurred were
limited to certain RMBS transactions in the Platform. There were no identified
Payment Errors or Reporting Errors for non-RMBS transactions in the Platform
which contributed to Management's determination that there were material
instances of noncompliance for the Platform. In some instances, the identified
Payment Errors which contributed to Management's determination that there were
material instances of noncompliance for the Platform were also considered
material to the transactions on which they occurred. None of the identified
Reporting Errors which contributed to Management's determination that there
were material instances of noncompliance for the Platform were considered
material for a particular transaction. For all transactions in the Platform
(including RMBS transactions with identified Payment Errors and Reporting
Errors), Management delivered an Item 1123 certification to the extent it was
required to do so pursuant to the requirements of the applicable transaction
documents and Regulation AB. Where there was an identified Payment Error that
was considered material for an individual transaction, the Item 1123
certification included a description of the nature and scope of such error.

Remediation: Appropriate actions have been taken or are in the process of being
taken to remediate the identified Payment Errors and Reporting Errors that led
to Management's determination that material instances of noncompliance with
respect to the Platform had occurred. Further, adjustments have been or will be
made to the waterfall calculations and other operational processes and quality
control measures applied to the RMBS transactions in the Platform to minimize
the risk of future payment and reporting errors.

Further Disclosure^1: Earlier this year, the Staff of the Securities Exchange
Commission issued a comment letter to an issuer of certain residential
mortgage-backed securities with questions regarding its 2012 Form 10-K filings.
Three of the questions posed on such comment letter pertained to Wells Fargo's
Schedule B discussion of the material instances of noncompliance on its
platform set forth above. The comment letter questions and Wells Fargo's
response to such questions are set forth verbatim below beginning with the
second succeeding paragraph (the "Comment Letter Questions and Wells Fargo
Responses").

The statistics about Identified Payment Errors and Identified Reporting Errors
(as such terms are defined in the responses below) set forth in Wells Fargo's
responses below were based on information known as of February 28, 2013, the
date of the original Assessment of Compliance with Applicable Servicing
Criteria. As of the date of this amended assessment of compliance with
applicable servicing criteria, Management is aware of an additional 18
Identified Payment Errors and an additional 29 Identified Reporting Errors. The
additional errors were found both on platform transactions that are denoted as
omitted transactions on Appendix A hereto and on non-omitted platform
transactions. The discussion in the below responses about the Identified
Payment Errors and Identified Reporting Errors, including statements about
remediation, is applicable to these additional Identified Payment Errors and
Identified Reporting Errors.

Comment Letter Questions and Wells Fargo Responses^2:

5. The report of Wells Fargo Bank, N.A. ("Wells Fargo") on its assessment of
compliance with applicable servicing criteria states that "certain failures in
processes relating to waterfall calculations and reporting that, although
adapted over time, still insufficiently addressed the impact of the
unprecedented levels of collateral degradation in RMBS transactions on the
calculation of principal and interest payments and losses associated investor
reporting." Your description is unclear. With a view towards disclosure please
explain:

  * the specific failures in processes relating to waterfall calculations and
  reporting;

  * what you mean by unprecedented levels of collateral degradation and why
  that would have any effect on the calculation of the waterfall; and

  * what you mean by adapted over time.

Response: For purposes of Wells Fargos response to questions 5, 6 and 7 of the
Staff's Comment Letter, reference is made to the following defined terms.

    > "2012 Assessment" means, with respect to its Platform, the assessment of
    compliance with applicable Item 1122(d) servicing criteria prepared by
    management of Wells Fargo relating to the 2012 Reporting Period.

    > "2012 Attestation" means the compliance attestation report of KPMG LLP,
    the independent registered public accounting firm engaged by Wells Fargo to
    issue such compliance attestation report in connection with the 2012
    Assessment, for the 2012 Reporting Period.

    > "2012 Item 1122 Compliance Reports" means the 2012 Assessment and 2012
    Attestation.

    > "2012 Reporting Period" means as of and for the year ending December 31,
    2012.

    > "Identified Payment Errors" means, with respect to the 2012 Reporting
    Period, the payment errors identified in the normal course of business and
    through specific procedures performed in connection with the preparation of
    the 2012 Item 1122 Compliance Reports that led to the determination that
    there was a material instance of noncompliance for Wells Fargos Platform.

    > "Identified Reporting Errors" means, with respect to the 2012 Reporting
    Period, the reporting errors identified in the normal course of business
    and through specific procedures performed in connection with the
    preparation of the 2012 Item 1122 Compliance Reports that led to the
    determination that there was a material instance of noncompliance for Wells
    Fargos Platform.

    > "Model" means the Model Input, the Model Program and the processes
    related to the Model Input and the Model Program that function together for
    the purpose of calculating payments in accordance with the requirements of
    relevant transaction documents.

    > "Model Errors" refers to Model Input Errors and Model Program Errors.

    > "Model Input" means data that is transmitted electronically or manually
    to a Model such as data from a servicer, data from financial services
    information providers, cash adjustments (such as reimbursable expenses) and
    information from programs that perform interim calculations.

    > "Model Input Errors" means inaccurate or incomplete Model Input
    information, inaccuracies in receiving or processing Model Input
    information or inaccuracies in manual non-automated processing that lead to
    payment errors.

    > "Model Program" means Model programming logic designed to calculate
    payments in accordance with transaction document requirements.

    > "Model Program Errors" means inaccurate or incomplete programming or
    logic in the Model that does not produce calculations in accordance with
    the transaction documents and therefore causes payment errors and/or
    reporting errors.

    > "Platform" means the trustee/master servicer/securities
    administrator/paying agent platform designed by Wells Fargo that
    corresponds to the 2012 Assessment consisting of approximately 2000 RMBS
    transactions in addition to other commercial mortgage-backed security and
    asset-backed security transactions.

    > "RMBS" means residential mortgage-backed securities.

    > "Wells Fargo" means the Corporate Trust Services division of Wells Fargo
    Bank, N.A.

  * the specific failures in processes relating to waterfall calculations and
  reporting;

Response: Wells Fargo develops a unique Model for each transaction in its
Platform. On the whole, there are millions of calculations performed by the
Models each payment period for the thousands of transactions in the Platform.

Wells Fargos waterfall payment calculation and reporting functions can be
categorized into three processes:

    > Model Inputs,
    > Model Programs, and
    > transmission of each Models output to the processes and systems that
      generate investor reports.

In the 2012 Reporting Period, there were 84 Identified Payment Errors on RMBS
transactions^3.

    > 40 of the 84 Identified Payment Errors resulted from Model Input Errors.
    For example^4, in certain transactions, defaulted fixed rate loans became
    subject to unanticipated rate modifications when the loans were modified in
    accordance with industry loan modification initiatives. Because the
    transaction documents did not contemplate the rate modifications, the Model
    Input process had to be manually adapted to incorporate the rate changes.
    Model Input Errors occurred when the manual adjustments were made.

    > 44 of the 84 Identified Payment Errors resulted from Model Program
    Errors. For example, in many RMBS transactions, at the point credit support
    is depleted (i.e. the principal balance of the subordinate bonds is reduced
    to zero), payment allocations to the remaining senior bonds shift from a
    sequential payment priority to a pro rata payment priority. In many cases,
    the transaction documents require such shift to occur "on and after" the
    month in which credit support is depleted and in other transactions the
    shift occurs "after" the month in which credit support is depleted. Model
    Program Errors occurred when some Model Programs shifted payment
    allocations from sequential to pro rata in the wrong month inconsistent
    with the applicable transaction documents. In addition, with respect to
    transaction documents which direct the payment priority shift "on and
    after" credit support depletion, Model Program Errors occurred because
    proper effect was not given to the word "on". There is an order of
    operations in every waterfall that directs payments to bonds first and
    allocations of losses to bonds second. Because credit support depletion
    most often occurs from the allocation of losses to subordinate bonds, this
    order of operation (i.e. payments first; losses second) would have to be
    reversed to make a payment priority shift on the credit support depletion
    date. Model Program Errors occurred when the order of operations was not
    reversed in this manner.

For the 2012 Reporting Period, there were 148 Identified Reporting Errors on
RMBS transactions^5.

    > 84 of the 148 Identified Reporting Errors resulted from the 84 Identified
    Payment Errors. Inaccurate payments led to inaccurate reporting.

    > 64 of the 148 Identified Reporting Errors were unrelated to the
    Identified Payment Errors.

         o 36 of the 64 Identified Reporting Errors resulted from
         inaccurate/incomplete bond reporting. Some examples of these 36
         Identified Reporting Errors include inaccurate reporting variables
         related to investor payments, incorrect tranche balance reporting and
         incorrect trigger reporting.

         o 28 of the 64 Identified Reporting Errors resulted from
         inaccurate/incomplete mortgage loan reporting. Some examples of these
         28 Identified Reporting Errors include incorrect information on the
         collateral statement portion of the investor report, inaccurate
         delinquency reporting and inaccurate loan level performance reporting.

  * what you mean by "unprecedented levels of collateral degradation" and why
  that would have any effect on the calculation of the waterfall; and

Response: "Unprecedented levels of collateral degradation" refers to the
significant decrease in mortgage loan performance experienced by RMBS
transactions generally over the past several years. The significant decrease in
loan performance is evidenced by the fact that over 50 percent of the RMBS
transactions in Wells Fargo's Platform have reached credit support depletion.
This is a significant event because waterfall payment priorities for the senior
bonds typically change at that point.

One reason why high levels of RMBS mortgage loan performance degradation affect
waterfall calculations is because such degradation contributes to Model Input
Errors. One example of such Model Input Errors relates to the extensive level
of mortgage loan delinquencies and the resulting extensive levels of servicer
advancing. High levels of advancing lead to both high advance recoveries by
servicers in single distribution periods and increased servicer stop advance
decisions.^6 These phenomena require manual processing which can result in
Model Input Errors.

The high level of RMBS mortgage loan performance degradation has also
contributed to Model Program Errors. The extensive collateral losses in RMBS
transactions have triggered waterfall scenarios that were considered unlikely
to occur at the inception of the transactions (if they were considered at all)
and were not as clearly detailed as other provisions in the transaction
agreements that direct waterfall calculations and distributions. At Model
creation, those waterfall scenarios were not forecasted to reach the levels of
underperformance that RMBS mortgage loans have experienced. Because of such
lack of forecasting and the absence of benchmark data^7 for such scenarios from
the underwriters/sponsors of the transactions or other sources, Wells Fargo was
unable to test and validate such waterfall scenarios. As a result, Model
Program Errors occurred.

  * what you mean by "adapted over time."

Response: "Adapted over time" refers to the fact that Model Programs and Model
Inputs and the processes related to Model Programs and Model Inputs are, over
the life of a transaction, constantly being adjusted in an effort to ensure
accurate payments. Continual adjustments are required because the transactions
and securities to which the Models relate are very complex and the technology
and processes related to Model Programs and Model Inputs are equally complex.
The level of adjustment needed for Model Programs, Model Inputs, and related
processes increased as mortgage loan performance degradation increased.

6. We note reference to "Payment Errors" and "Reporting Errors." With a view
towards disclosure, please explain whether these are the same type of Payment
Errors and Reporting Errors that were described in Wells Fargo's assessment of
compliance for 2011 that you further described in a response to us on December
31, 2012. In that response letter, Wells Fargo confirmed the correction and
resolution of modeling errors and that indicated that adjustments to payments
were made in 2012. If these are not the same type of errors as those that
occurred in 2011, please state so. In either case, with a view towards
disclosure, please explain:

General Response: The Identified Payment Errors and the Identified Reporting
Errors were generally similar in type to the payment and reporting errors that
led to the determination that there was a material instance of noncompliance
for the 2011 assessment of compliance. However, the transactions on which the
errors occurred and the exact circumstances and details giving rise to the
Identified Payment Errors and Identified Reporting Errors in 2012 were
different than 2011. The correction of the 2011 identified payment errors and
reporting errors was specific to the Models for the affected transactions and
such corrections do not preclude the possibility that a similar type of error
would occur on a different transaction with a different Model in 2012.

Examples of Model Program Errors that occurred similarly in both years involve
(i) post-credit support depletion loss allocation methodology and payment
priority rules (e.g., pro rata versus sequential), and (ii) the calculation of
group-directed cash flows, interest calculation elements (rate, accrual day
logic, etc.), and pre-credit support depletion loss allocation.

Examples of Model Input Errors that occurred similarly in both years involve
(i) improper coding of cash adjustments and using incorrect prior month data,
(ii) loan modification inputs related to capitalization of delinquent amounts
and the recovery of advances related thereto and modified interest rates in
certain transaction structures, and (iii) cash adjustments related to servicer
advance reimbursements that caused errors in certain calculations (e.g., the
net weighted average coupon rate calculations).

Comparing the Identified Reporting Errors to the identified reporting errors in
2011, a substantial number in each year were caused by the payment errors
(i.e., reporting an incorrect payment). There were other reporting errors in
both years that related to missing and incorrect bond information and missing
and incorrect mortgage loan information.

  * whether the payment errors resulted in overpayments or underpayments to
  investors;

Response: In most cases, the Identified Payment Errors were a combination of
overpayments to one or more classes of investors or transaction parties and
corresponding underpayments to one or more other classes of investors or other
transaction parties. Therefore, most of the Identified Payment Errors consisted
of overpayments and underpayments that netted to zero because all the cash that
was received from a transaction party in a payment cycle was distributed to
investors or other transaction parties on the related payment date^8.

  * the types of reporting errors that occurred and how they related to the
  payment errors;

Response: 84 of the 148 Identified Reporting Errors were caused by the
Identified Payment Errors in that the incorrect payment led to incorrect
reporting. Since the Identified Payment Errors were calculated incorrectly, the
payments were reported incorrectly. The remaining 64 of the 148 Identified
Reporting Errors were not caused by the Identified Payment Errors. Those 64
Identified Reporting Errors consisted of missing or inaccurate information
related to various bond reporting and mortgage loan reporting elements.

  * whether investors whose payments were impacted were notified of the errors
  and, if so, how they were notified;

Response: Investors received notice of the Identified Payment Errors by means
of the posting to Wells Fargos website of corrected payment date statements.
Investors received notice of Investor Reporting Errors by either a revised
statement in connection with a restatement^9 of the affected distributions or
by correcting the reporting error on the next payment date statement.

  * whether any underpayments were paid or will be paid to investors and, if
  so, when the payments were made or will be made; and

Response: With one exception^10, Identified Payment Errors that resulted in
underpayments to investors were rectified by means of restating affected
distribution periods. The restatements occurred between February 1, 2012 and
March 1, 2013.

  * whether any future payments were adjusted to account for overpayments.

Response: With one exception described in footnote 8, Identified Payment Errors
that resulted in overpayments to investors were rectified by restating the
affected distribution periods. Except with respect to one Identified Payment
Error on one transaction unrelated to the transactions to which the Comment
Letter relates, no future payments were adjusted in connection with overpayment
errors. In that one case, distributions to one class of certificates were
adjusted over three distribution dates and such adjustment was disclosed on the
respective distribution date statements.

7. While we note that Wells Fargo further states that "[a]ppropriate actions
have been taken or are in the process of being taken to remediate" the
identified errors and "adjustments have been or will be made to the waterfall
calculations and other operational processes and quality control measures
applied to the RMBS transactions in the Platform to minimize the risk of future
payment and reporting errors." This disclosure, however, does not provide any
indication as to the nature and scope of the failures, or the impact of the
identified material instances of noncompliance. We believe a more granular
discussion is necessary to understand how these steps have addressed the
identified material instances of noncompliance. With a view towards disclosure,
please explain:

  * the specific actions that have been taken or are in the process of being
  taken to remediate the identified payment errors and reporting errors;

Response: Except as discussed in footnote 8, Wells Fargo has remediated all of
the 84 Identified Payment Errors through restatements of the affected
distribution periods. The restatements occurred between February 1, 2012 and
March 1, 2013. Wells Fargo has remediated all 148 Identified Reporting Errors
by either issuing a revised statement in connection with a restatement of the
affected payments or by ensuring that the reporting element in question was
correctly reported on the next payment date statement.

  * the specific adjustments that have been or will be made to the waterfall
  calculations and other operational processes and quality control measures
  applied to the RMBS transactions in the platform; and

Response: Wells Fargo has determined to address not only the specific errors
that led to the determination of material instances of non-compliance on the
RMBS component of its Platform, but also to take proactive measures to identify
other problems with its Models that could cause payment or reporting errors.
Accordingly, Wells Fargo has undertaken an expansive project to identify,
rectify and prevent problems with its Models and the individual transactions
that exhibited these problems. Wells Fargo is in the early stages of this
project. Due to the size of the RMBS component of its Platform, this is a long
term, intensive project involving significant internal and external resources.
In conjunction with other steps taken, Wells Fargo believes that this
initiative will result in ongoing improvements to its payment and reporting
processes.

  * any other steps that Wells Fargo has undertaken or will undertake to ensure
  that similar errors do not occur in the future.

Response: Throughout 2012 and 2013, Wells Fargo has adopted numerous other
initiatives in an effort to add rigor to its operational processes and quality
control measures. The initiatives relate to both preventing Model Errors and
identifying and correcting Model Errors. Examples of measures to prevent Model
Errors include, among other things, enhancements to its (i) new Model creation
procedures, (ii) procedures for pre-closing review of waterfall language in
transaction documents, and (iii) procedures for pre-payment date testing of
transaction level payment calculations and reporting elements. Examples of
measures to identify and correct Model Errors include, among other things, (a)
enhanced procedures relating to Model revisions, (b) the creation of a team
charged with conducting a careful analysis of every Model Error to determine if
any additional controls are necessary to prevent the errors from re-occurring,
and (c) the creation of a team to proactively perform Model Program corrections
to prevent future Model Errors. Wells Fargo has hired over two dozen additional
staff and reorganized various teams to more effectively manage the
above-mentioned operational processes and quality control measures.

Material Instance of Noncompliance by any Vendor
NONE
Material Deficiencies in Company's Policies and Procedures to Monitor
Vendor's Compliance
NONE


<Table>
<S>                         <C>
^1 This section of Schedule B was not in the original Assessment of Compliance with Applicable Servicing Criteria dated
February 28, 2013.
^2 See footnote 1.
^3 While there were also some Identified Payment Errors on CMBS and ABS transactions in the Platform, Schedule B to the 2012
Assessment says "[T]he identified Payment Errors and Reporting Errors that led to Management's determination that material instances
of noncompliance with respect to the Platform had occurred was limited to certain RMBS transactions in the Platform.  There were no
identified Payment Errors or Reporting Errors for non-RMBS transactions in the Platform which contributed to Management's
determination that there were material instances of noncompliance for the Platform".  Accordingly, the statistics provided in this
response relating to Identified Payment Errors and Identified Reporting Errors are limited to RMBS transactions in the Platform.
^4 Because it would be impractical to provide a detailed explanation of each of the 84 Identified Payment Errors, Wells Fargo has
endeavored in its responses to questions 5, 6 and 7 to provide meaningful examples of the Identified Payment Errors and Identified
Reporting Errors.  The examples are illustrative but not representative of every individual error or error type.
^5 See footnote 1.
^6 A stop advance decision is made by a servicer when, with respect to any advance made in the past or any proposed future advance,
it determines that such advances will not be recoverable from collections on the loan or from liquidation proceeds.
^7 There were principally two types of benchmark data used:  decrement tables and underwriter/sponsor cash flow projections.
The decrement tables in offering documents generally only projected out at pricing speeds with zero loss assumptions.  Reconciling
Models with those decrement tables based on those assumptions would not have exposed the stresses on the Model Programs resulting
from the significant mortgage loan performance degradation in recent years. In addition, cash flow projections received from the
underwriters/sponsors at the time of deal issuance were projected at minimal losses which were not severe enough to expose the
stresses on the Model Programs resulting from the significant collateral degradation in recent years.
^8 While most Identified Payment Errors netted to zero, a small number of the Identified Payment Errors did not net to zero.
Identified Payment Errors that did not net to zero occurred when, inadvertently, either (i) less than 100 percent the cash that
was received from a transaction party (such as a servicer) in a payment cycle was distributed to investors or other transaction
parties on the related payment date leaving cash in the transactions distribution account or (ii) an amount greater than 100
percent of the cash that was received from a transaction party (such as a servicer) in a payment cycle was distributed to
investors or other transaction parties on the related payment date causing an overdraft of the transactions distribution account.
The scenario described in clause (i) explains the majority of circumstances where overpayments and underpayments did not net to
zero.
^9 As used in this response, the term "restatement" and the phrase "restating affected distribution periods" means the correction of
an overpayment or underpayment experienced by a class of book-entry securities by (i) submitting a revised payment date statement
for each affected distribution period to the Depository Trust Company ("DTC") by which the DTC adjusts the accounts of the overpaid
and underpaid classes, and (ii) the posting of such revised payment date statement to Wells Fargos website.  In accordance with its
current policy, the DTC revises up to twelve months of affected distributions.  On a limited number of occasions when the affected
distribution periods extended beyond such twelve month time frame, Wells Fargo included adjustments for the additional distribution
periods in the restatement of the twelve distribution periods and notified investors of this fact on the revised payment date
statements.  The process is similar for physical securities except that Wells Fargo interacts directly with affected holders as
opposed to interacting with the DTC.
^10 There is one underpayment of $4992.92 (and a corresponding overpayment of the same amount) from March 2012 which has not been
remedied.  The underpayment did not occur on any transaction to which the Commissions Comment Letter directly relates.  Wells Fargo
is in the process of determining an appropriate course of action with regard to this underpayment.
</Table>


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 part of this Annual Report
  on Form 10-K:

     (1) Not Applicable

     (2) Not Applicable

     (3)

  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 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 Registrants Current Report on Form 8-K/A filed
  on September 27, 2011 and incorporated by reference herein)

  10.1 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 Registrants Current Report on
  Form 8-K/A filed on September 27, 2011 and incorporated by reference herein)

  10.2 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
  Deutsche Mortgage & Asset Receiving Corporation, Ladder Capital Finance LLC
  and Ladder Capital Finance Holdings LLLP (Filed as Exhibit 99.2 to the
  Registrants Current Report on Form 8-K filed on August 26, 2011 and
  incorporated by reference herein)

  10.3 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
  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 Registrants Current Report on Form 8-K filed on August 26, 2011
  and incorporated by reference herein)

  10.4 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
  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 Registrants Current Report on Form 8-K filed on August 26, 2011 and
  incorporated by reference herein)

  10.5 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
  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 Registrants Current Report on Form 8-K filed on August 26, 2011 and
  incorporated by reference herein)

  10.6 Mortgage Loan Purchase Agreement Corporation, 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 Registrants Current
  Report on Form 8-K filed on August 26, 2011 and incorporated by reference
  herein)

  10.7 Primary Servicing Agreement, dated as of August 1, 2011, among Wells
  Fargo Bank, National Association, as Master Servicer, and Bank of America,
  National Association, as Primary Servicer (Filed as Exhibit 99.7 to the
  Registrants Current Report on Form 8-K filed on August 26, 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.


    <TABLE>
    
      <c>

    33.1 Bank of America, N.A., as Primary 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. 333-172143-01).
    33.2 CoreLogic Commercial Real Estate Services, Inc, as Servicing Function
    Participant 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. 333-172143-01).
    33.3 Midland Loan Services, a Division of PNC Bank, National Association,
    as Pooled Special Servicer 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. 333-172143-01).
    33.4 National Tax Search, LLC, 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. 333-172143-01).
    33.5 TriMont Real Estate Advisors, Inc., as Operating Advisor 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. 333-172143-01).
    33.6 Wells Fargo Bank, N.A., as Master Servicer 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. 333-172143-01).
    33.7 Wells Fargo Bank, N.A., as Special Servicer for the Providence Place
    Mall Loan incorporated by reference to Exhibit 33.7 of the Annual Report
    on Form 10-K filed by the issuing entity on March 29, 2013
    (File No. 333-172143-01).
    33.8 Wells Fargo Bank, N.A., as Certificate Administrator.
    33.9 Wells Fargo Bank, N.A., as Custodian incorporated by reference to
    Exhibit 33.9 of the Annual Report on Form 10-K (Amendment No. 1) filed by
    the issuing entity on August 30, 2013 (File No. 333-172143-01).

    </TABLE>


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


    <TABLE>
    
      <c>

    34.1 Bank of America, N.A., as Primary 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. 333-172143-01).
    34.2 CoreLogic Commercial Real Estate Services, Inc, as Servicing Function
    Participant 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. 333-172143-01).
    34.3 Midland Loan Services, a Division of PNC Bank, National Association,
    as Pooled Special Servicer 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. 333-172143-01).
    34.4 National Tax Search, LLC, 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. 333-172143-01).
    34.5 TriMont Real Estate Advisors, Inc., as Operating Advisor 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. 333-172143-01).
    34.6 Wells Fargo Bank, N.A., as Master Servicer 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. 333-172143-01).
    34.7 Wells Fargo Bank, N.A., as Special Servicer for the Providence Place
    Mall Loan incorporated by reference to Exhibit 34.7 of the Annual Report
    on Form 10-K filed by the issuing entity on March 29, 2013
    (File No. 333-172143-01).
    34.8 Wells Fargo Bank, N.A., as Certificate Administrator.
    34.9 Wells Fargo Bank, N.A., as Custodian incorporated by reference to
    Exhibit 34.9 of the Annual Report on Form 10-K (Amendment No. 1) filed by
    the issuing entity on August 30, 2013 (File No. 333-172143-01).

    </TABLE>


   35 Servicer compliance statement.


    <TABLE>
    
       <c>

    35.1 Bank of America, N.A., as Primary 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. 333-172143-01).
    35.2 Midland Loan Services, a Division of PNC Bank, National Association,
    as Pooled 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. 333-172143-01).
    35.3 Wells Fargo Bank, N.A., as Master Servicer 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. 333-172143-01).
    35.4 Wells Fargo Bank, N.A., as Special Servicer for the Providence Place
    Mall Loan 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. 333-172143-01).
    35.5 Wells Fargo Bank, N.A., as Certificate Administrator incorporated by
    reference to Exhibit 35.5 of the Annual Report on Form 10-K (Amendment No. 1)
    filed by the issuing entity on August 30, 2013 (File No. 333-172143-01).
    35.6 Wells Fargo Bank, N.A., as Custodian incorporated by reference to
    Exhibit 35.6 of the Annual Report on Form 10-K (Amendment No. 1) filed by
    the issuing entity on August 30, 2013 (File No. 333-172143-01).

     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
     August 30, 2013 (File No. 333-172143-01).

     99.2  Notice Letter, dated December 20, 2013, from the Corporate Trust
     Services Division of Wells Fargo Bank, National Association ("Wells Fargo"), to
     the registrant regarding Wells Fargo's Report on Assessment of Compliance with
     Applicable Servicing Criteria.

    </TABLE>


   (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 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 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 Registrants Current Report on Form 8-K/A
   filed on September 27, 2011 and incorporated by reference herein)

   10.1 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 Registrants Current Report on
   Form 8-K/A filed on September 27, 2011 and incorporated by reference herein)

   10.2 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
   Deutsche Mortgage & Asset Receiving Corporation, Ladder Capital Finance LLC
   and Ladder Capital Finance Holdings LLLP (Filed as Exhibit 99.2 to the
   Registrants Current Report on Form 8-K filed on August 26, 2011 and
   incorporated by reference herein)

   10.3 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
   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 Registrants Current Report on Form 8-K filed on August 26, 2011
   and incorporated by reference herein)

   10.4 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
   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 Registrants Current Report on Form 8-K filed on August 26, 2011 and
   incorporated by reference herein)

   10.5 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
   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 Registrants Current Report on Form 8-K filed on August 26, 2011 and
   incorporated by reference herein)

   10.6 Mortgage Loan Purchase Agreement Corporation, 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 Registrants Current
   Report on Form 8-K filed on August 26, 2011 and incorporated by reference
   herein)

   10.7 Primary Servicing Agreement, dated as of August 1, 2011, among Wells
   Fargo Bank, National Association, as Master Servicer, and Bank of America,
   National Association, as Primary Servicer (Filed as Exhibit 99.7 to the
   Registrants Current Report on Form 8-K filed on August 26, 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.


    <TABLE>

    
      <c>
    33.1 Bank of America, N.A., as Primary 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. 333-172143-01).
    33.2 CoreLogic Commercial Real Estate Services, Inc, as Servicing Function
    Participant 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. 333-172143-01).
    33.3 Midland Loan Services, a Division of PNC Bank, National Association,
    as Pooled Special Servicer 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. 333-172143-01).
    33.4 National Tax Search, LLC, 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. 333-172143-01).
    33.5 TriMont Real Estate Advisors, Inc., as Operating Advisor 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. 333-172143-01).
    33.6 Wells Fargo Bank, N.A., as Master Servicer 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. 333-172143-01).
    33.7 Wells Fargo Bank, N.A., as Special Servicer for the Providence Place
    Mall Loan incorporated by reference to Exhibit 33.7 of the Annual Report
    on Form 10-K filed by the issuing entity on March 29, 2013
    (File No. 333-172143-01).
    33.8 Wells Fargo Bank, N.A., as Certificate Administrator.
    33.9 Wells Fargo Bank, N.A., as Custodian incorporated by reference to
    Exhibit 33.9 of the Annual Report on Form 10-K (Amendment No. 1) filed by
    the issuing entity on August 30, 2013 (File No. 333-172143-01).

    </TABLE>


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


    <TABLE>
    
      <c>

    34.1 Bank of America, N.A., as Primary 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. 333-172143-01).
    34.2 CoreLogic Commercial Real Estate Services, Inc, as Servicing Function
    Participant 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. 333-172143-01).
    34.3 Midland Loan Services, a Division of PNC Bank, National Association,
    as Pooled Special Servicer 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. 333-172143-01).
    34.4 National Tax Search, LLC, 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. 333-172143-01).
    34.5 TriMont Real Estate Advisors, Inc., as Operating Advisor 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. 333-172143-01).
    34.6 Wells Fargo Bank, N.A., as Master Servicer 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. 333-172143-01).
    34.7 Wells Fargo Bank, N.A., as Special Servicer for the Providence Place
    Mall Loan incorporated by reference to Exhibit 34.7 of the Annual Report
    on Form 10-K filed by the issuing entity on March 29, 2013
    (File No. 333-172143-01).
    34.8 Wells Fargo Bank, N.A., as Certificate Administrator.
    34.9 Wells Fargo Bank, N.A., as Custodian incorporated by reference to
    Exhibit 34.9 of the Annual Report on Form 10-K (Amendment No. 1) filed by
    the issuing entity on August 30, 2013 (File No. 333-172143-01).

    </TABLE>


   35 Servicer compliance statement.


    <TABLE>
    
       <c>

    35.1 Bank of America, N.A., as Primary 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. 333-172143-01).
    35.2 Midland Loan Services, a Division of PNC Bank, National Association,
    as Pooled 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. 333-172143-01).
    35.3 Wells Fargo Bank, N.A., as Master Servicer 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. 333-172143-01).
    35.4 Wells Fargo Bank, N.A., as Special Servicer for the Providence Place
    Mall Loan 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. 333-172143-01).
    35.5 Wells Fargo Bank, N.A., as Certificate Administrator incorporated by
    reference to Exhibit 35.5 of the Annual Report on Form 10-K (Amendment No. 1)
    filed by the issuing entity on August 30, 2013 (File No. 333-172143-01).
    35.6 Wells Fargo Bank, N.A., as Custodian incorporated by reference to
    Exhibit 35.6 of the Annual Report on Form 10-K (Amendment No. 1) filed by
    the issuing entity on August 30, 2013 (File No. 333-172143-01).


     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
     August 30, 2013 (File No. 333-172143-01).

     99.2  Notice Letter, dated December 20, 2013, from the Corporate Trust
     Services Division of Wells Fargo Bank, National Association ("Wells Fargo"), to
     the registrant regarding Wells Fargo's Report on Assessment of Compliance with
     Applicable Servicing Criteria.

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