Item 1. Business.
Omitted.
Item 1A.
Item 1A. Risk Factors.
Omitted.
Item 1B.
Item 1B. Unresolved Staff Comments.
Not Applicable.
Item 2.
Item 2. Properties.
Omitted.
Item 3.
Item 3. Legal Proceedings.
Omitted.
Item 4.
Item 4. Mine Safety Disclosures.
Not Applicable.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Omitted.
Item 6.
Item 6. Selected Financial Data.
Omitted.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Omitted.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Omitted.
Item 9A.
Item 9A. Controls and Procedures.
Omitted.
Item 9A(T). Controls and Procedures.
Omitted.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
Item 11.
Item 11. Executive Compensation.
Omitted.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Omitted.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Omitted.
Item 14.
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 constitutes a significant obligor within the meaning of 1101(k)(2) of Regulation AB. The Net Operating Income for the 2011 Fiscal Year End is $17,032,842.00.
The Times Square Hotel Portfolio loan constitutes a significant obligor within the meaning of 1101(k)(2) of Regulation AB. The Net Operating Income for the 2011 Fiscal Year End is $18,482,074.00.
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.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.
The information regarding this Item has been previously filed in a 424(b)(5) filing dated August 26, 2011.
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.
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)
4.1 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)
31 Rule 13a-14(d)/15d-14(d) Certification.
33 Reports on assessment of compliance with servicing criteria for asset-backed securities.
34 Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
35 Servicer compliance statement.
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 Registrants 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, 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)
99.3 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)
99.4 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)
99.5 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)
99.6 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)
99.7 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)
(b) See (a) above
(c) Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Deutsche Mortgage & Asset Receiving Corporation (Depositor)
/s/ Helaine M. Kaplan Helaine M. Kaplan, President (senior officer in charge of securitization of the depositor)
Date: March 29, 2012
/s/ Peter Ferdinandi Peter Ferdinandi, Vice President, Treasurer, Chief Financial Officer and Chief Accounting Officer
Date: March 29, 2012
Exhibit Index
Exhibit No.
4.1 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)
31 Rule 13a-14(d)/15d-14(d) Certification.
33 Reports on assessment of compliance with servicing criteria for asset-backed securities.
34 Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
35 Servicer compliance statement.
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 Registrants 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, 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)
99.3 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)
99.4 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)
99.5 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)
99.6 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)
99.7 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)