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Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York 10005
(212) 250-2500


October 19, 2018

Katherine Hsu

Division of Corporation Finance

Office of Structured Finance

United States Securities and Exchange Commission
Mail Stop 3628
100 F Street, N.E.
Washington, D.C. 20549

 

Re:    Deutsche Mortgage & Asset Receiving Corporation
Registration on Form SF-3
File No. 333-226943

Dear Ms. Hsu:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Deutsche Mortgage & Asset Receiving Corporation (the “Company”), hereby requests acceleration of effectiveness of the above-referenced Registration Statement to 12:00 p.m., Washington, D.C. time, on October 23, 2018 or as soon thereafter as practicable.

The Company is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to proposed public offering of the securities specified in the above-captioned registration statement. The Company acknowledges that (a) should the Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (b) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (c) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

 

DMARC Shelf Acceleration Request

   

 

 

  Very truly yours,
   
  DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION
     
  By:  /s/ Helaine M. Kaplan
    Name: Helaine M. Kaplan
Title:  President (Principal Executive Officer)
     
  By: /s/ Andrew Mullin
    Name: Andrew Mullin
    Title:   Vice President, Treasurer, Chief Financial Officer and Chief Accounting Officer

 

 

cc:Anna Glick, Esq.
  Cadwalader, Wickersham & Taft LLP

 

 

 

 

DMARC Shelf Acceleration Request