Attached files
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, 2016
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: 333-193376-19
Central Index Key Number of the issuing entity: 0001643293
COMM 2015-LC21 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: 0001558761
Cantor Commercial Real Estate Lending, L.P.
(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: 0001089877
KeyBank National Association
(exact name of the sponsor as specified in its charter)
New York
(State or other jurisdiction of
incorporation or organization of
the issuing entity)
47-4300612
47-4322711
47-7135776
(I.R.S. Employer
Identification Numbers)
c/o Deutsche Bank Trust Company Americas
as Certificate Administrator
1761 East St. Andrew Place
Santa Ana, CA
(Address of principal executive offices of the issuing entity)
92705
(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 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
The Exhibit Index describes exhibits provided by certain parties (in their
capacities indicated on the Exhibit Index) with respect to the Renaissance
New Orleans Portfolio Mortgage Loan, which constituted approximately
1.5% of the asset pool of the issuing entity as of its cut-off date. The
Renaissance New Orleans Portfolio Mortgage Loan is an asset of the issuing
entity and is part of a loan combination that includes the Renaissance New
Orleans Portfolio Mortgage Loan and one other pari passu loan, which is not
an asset of the issuing entity. The other pari passu portion of the loan
combination was securitized in the JPMBB Commercial Mortgage Securities
Trust 2015-C28 transaction, Commission File Number 333-190246-13 (the
"JPMBB 2015-C28 Transaction"). This loan combination, including the
Renaissance New Orleans Portfolio Mortgage Loan, is being serviced and
administered pursuant to the pooling and servicing agreement for the JPMBB
2015-C28 Transaction, which is incorporated by reference as Exhibit 4.2 to
this Annual Report on Form 10-K. Wells Fargo Bank, National Association
is the master servicer under the pooling and servicing agreement for the
JPMBB 2015-C28 Transaction. The responsibilities of Wells Fargo Bank,
National Association, as primary servicer (only with respect to the obligation
to make property protection and mortgage payment advances) of this loan
combination with respect to the issuing entity, are subsumed within its
responsibilities as master servicer under the pooling and servicing agreement
for the JPMBB 2015-C28 Transaction. Thus, the servicer compliance
statement provided by KeyBank National Association, as master servicer
under such pooling and servicing agreement, encompasses its roles as both
master servicer and primary servicer with respect to this loan combination.
The Exhibit Index describes exhibits provided by certain parties (in their
capacities indicated on the Exhibit Index) with respect to the Courtyard by
Marriott Portfolio Mortgage Loan, which constituted approximately 7.3% of
the asset pool of the issuing entity as of its cut-off date. The Courtyard by
Marriott Portfolio Mortgage Loan is an asset of the issuing entity and is part
of a loan combination that includes the Courtyard by Marriott Portfolio
Mortgage Loan and three other pari passu loans and one subordinate
companion loan, which are not assets of the issuing entity. A pari passu
portion of the loan combination was securitized in the COMM 2015-
CCRE23 Mortgage Trust transaction, Commission File Number
333-193376-18 (the "COMM 2015-CCRE23 Transaction"). This loan
combination, including the Courtyard by Marriott Portfolio Mortgage Loan,
is being serviced and administered pursuant to the pooling and servicing
agreement for the COMM 2015-CCRE23 Transaction, which is incorporated
by reference as Exhibit 4.3 to this Annual Report on Form 10-K. Midland
Loan Services, a Division of PNC Bank, National Association is the master
servicer under the pooling and servicing agreement for the COMM 2015-
CCRE23 Transaction. The responsibilities of Midland Loan Services, a
Division of PNC Bank, National Association, as primary servicer of this loan
combination with respect to the issuing entity, are subsumed within its
responsibilities as master servicer under the pooling and servicing agreement
for the COMM 2015-CCRE23 Transaction. Thus, the servicer compliance
statement provided by Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer under such pooling and servicing
agreement, encompasses its roles as both master servicer and primary
servicer with respect to this loan combination.
The Exhibit Index describes exhibits provided by certain parties (in their
capacities indicated on the Exhibit Index) with respect to the La Gran Plaza
Mortgage Loan, which constituted approximately 1.8% of the asset pool of
the issuing entity as of its cut-off date. The La Gran Plaza Mortgage Loan is
an asset of the issuing entity and is part of a loan combination that includes
the La Gran Plaza Mortgage Loan and two other pari passu loans, which are
not assets of the issuing entity. This loan combination, including the La
Gran Plaza Mortgage Loan, was serviced under the Pooling and Servicing
Agreement for the issuing entity prior to the closing of the securitization
of a pari passu portion of the combination in the COMM 2015-CCRE24
Mortgage Trust transaction, Commission File Number 333-193376-21 (the
"COMM 2015-CCRE24 Transaction"). After the closing of the
COMM 2015-CCRE24 Transaction on August 6, 2015, this loan
combination, including the La Gran Plaza Mortgage Loan was, and will
continue to be, serviced and administered pursuant to the pooling and
servicing agreement for the COMM 2015-CCRE24 Transaction, which is
incorporated by reference as Exhibit 4.4 to this Annual Report on
Form 10-K. Wells Fargo Bank, National Association is the master servicer
under the pooling and servicing agreement for the COMM 2015-CCRE24
Transaction. The responsibilities of Wells Fargo Bank, National
Association, as primary servicer of this loan combination with respect to the
issuing entity, are subsumed within its responsibilities as master servicer
under the pooling and servicing agreement for the COMM 2015-CCRE24
Transaction. Thus, the servicer compliance statement provided by Wells
Fargo Bank, National Association, as master servicer under such pooling and
servicing agreement, encompasses its roles as both master servicer and
primary servicer with respect to this loan combination.
Midland Loan Services, a Division of PNC Bank, National Association is the
master servicer and special servicer of the mortgage loans serviced under the
Pooling and Servicing Agreement and the primary servicer of the Courtyard
by Marriott Portfolio Mortgage Loan. As a result, Midland Loan Services, a
Division of PNC Bank, National Association is a "servicer" as defined in
Item 1108(a)(2)(iii) of Regulation AB, in the capacities described above,
because it is servicing mortgage loans that 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 Midland Loan Services, a
Division of PNC Bank, National Association in the capacities described
above are listed in the Exhibit Index.
Park Bridge Lender Services LLC is the operating advisor of the mortgage
loans serviced under the Pooling and Servicing Agreement and the La Gran
Plaza Mortgage Loan. As a result, Park Bridge Lender Services LLC is a
servicing function participant in the capacities described above, because it is
servicing mortgage loans that constituted 5% or more of the assets of the
issuing entity as of its cut-off date. The assessments of compliance with
applicable servicing criteria and accountants' attestation reports delivered by
Park Bridge Lender Services LLC in the capacities described above are listed
in the Exhibit Index.
Wells Fargo Bank, National Association is the primary servicer (only with
respect to the obligation to make property protection and mortgage payment
advances) and certificate administrator of the Renaissance New Orleans
Portfolio Mortgage Loan, the primary servicer and certificate administrator
of the La Gran Plaza Mortgage Loan and the certificate administrator of the
Courtyard by Marriott Portfolio Mortgage Loan. As a result, Wells Fargo
Bank, National Association is a "servicer" as defined in Item 1108(a)(2)(iii)
of Regulation AB, in the capacities described above, because it is servicing
mortgage loans that 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 Bank, National Association in the
capacities described above are listed in the Exhibit Index.
Wells Fargo Bank, National Association is the custodian of the Renaissance
New Orleans Portfolio Mortgage Loan, the Courtyard by Marriott Portfolio
Mortgage Loan and the La Gran Plaza Mortgage Loan. As a result, Wells
Fargo Bank, National Association is a servicing function participant in the
capacities described above, because it is servicing mortgage loans that
constituted 5% or more of the assets of the issuing entity as of its cut-off
date. The assessments of compliance with applicable servicing criteria and
accountants' attestation reports delivered by Wells Fargo Bank, National
Association in the capacities described above are listed in the Exhibit Index.
Pentalpha Surveillance LLC is the senior trust advisor of the Renaissance
New Orleans Portfolio Mortgage Loan and the operating advisor of the
Courtyard by Marriott Portfolio Mortgage Loan. As a result, Pentalpha
Surveillance LLC is a servicing function participant in the capacities
described above, because it is servicing mortgage loans that constituted 5%
or more of the assets of the issuing entity as of its cut-off date. The
assessments of compliance with applicable servicing criteria and
accountants' attestation reports delivered by Pentalpha Surveillance LLC in
the capacities described above are listed in the Exhibit Index.
Berkeley Point Capital LLC is an affiliate of Cantor Commercial Real Estate
Lending, L.P., one of the sponsors. Therefore, the Depositor included
in this Annual Report on Form 10-K a servicer compliance statement for
Berkeley Point Capital LLC pursuant to Item 1123. Because Berkeley Point
Capital LLC is servicing less than 5% of the pool assets, an assessment of
compliance with applicable servicing criteria and an accountants' attestation
report pursuant to Item 1122 of Regulation AB are not required by
Regulation AB. As the attestation made in the servicer compliance statement
required by Item 1123 relates to a review of the servicing activities of
Berkeley Point Capital LLC under the applicable servicing agreement, and
that review was conducted in conjunction with the servicer's preparation of
its assessment of compliance with applicable servicing criteria, that
assessment of compliance with applicable servicing criteria and the
accompanying accountants' attestation report are included in this Annual
Report on Form 10-K for the sake of completeness.
Wilmington Trust, National Association acts as trustee of the mortgage loans
serviced under the Pooling and Servicing Agreement, the Renaissance New
Orleans Portfolio Mortgage Loan, the Courtyard by Marriott Portfolio
Mortgage Loan and the La Gran Plaza Mortgage Loan. Pursuant to the
Pooling and Servicing Agreement, the pooling and servicing agreement for
the JPMBB 2015-C28 Transaction, the pooling and servicing agreement for
the COMM 2015-CCRE23 Transaction and the pooling and servicing
agreement for the COMM 2015-CCRE24 Transaction, 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, during the reporting period, the trustee did not perform any
servicing function with respect to the servicing criteria specified in Item
1122(d)(2)(iii) of Regulation AB. The master servicer or the special
servicer, to the extent required, performed the servicing function identified
with respect to Item 1122(d)(2)(iii) of Regulation AB, and each such party
included Item 1122(d)(2)(iii) of Regulation AB in the assessment of
compliance with applicable servicing criteria and accountant's attestation
report for the subject transaction. As a result, this Annual Report on Form
10-K does not include an assessment of compliance with applicable servicing
criteria of the trustee. One or more other servicers of the mortgage loans
serviced under the Pooling and Servicing Agreement, the Renaissance New
Orleans Portfolio Mortgage Loan, the Courtyard by Marriott Portfolio
Mortgage Loan and the La Gran Plaza Mortgage Loan have delivered one or
more assessments of compliance with respect to Item 1122(d)(2)(iii) of
Regulation AB.
KeyBank National Association is the primary servicer of the mortgage loans
serviced under the Pooling and Servicing Agreement and the Renaissance
New Orleans Portfolio Mortgage Loan. As a result, KeyBank National
Association is a "servicer" as defined in Item 1108(a)(2)(iii) of Regulation
AB, in the capacities described above, because it is servicing mortgage loans
that 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 KeyBank National Association in the capacities described above are listed
in the Exhibit Index.
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 primary servicer of the
Renaissance New Orleans Portfolio Mortgage Loan and the La Gran Plaza
Mortgage Loan 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. These servicing
functions are included within the servicing criteria set forth in Items
1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB. Therefore, under the
principles-based definition of "servicer" set forth in Item 1101(j) of
Regulation AB that looks to the functions that an entity performs, these
vendors are "servicers" for the purposes of Item 1122 of Regulation AB. See
Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).
With respect to the pari passu loan combinations that includes the
Renaissance New Orleans Portfolio Mortgage Loan, the Courtyard by
Marriott Portfolio Mortgage Loan and the La Gran Plaza Mortgage Loan, (i)
the reports on assessment of compliance with servicing criteria and
attestation reports on assessment of compliance with servicing criteria of
Torchlight Loan Services, LLC as special servicer of the Renaissance New
Orleans Portfolio Mortgage Loan and LNR Partners, LLC as special servicer
of the La Gran Plaza Mortgage Loan, listed on the Exhibit Index are omitted
from this Annual Report on Form 10-K as they are not required to be
included on this Annual Report on Form 10-K per Instruction 3 to Item 1122
of Regulation AB because they are parties performing activities that address
servicing criteria relating to 5% or less of the assets of the issuing entity;
and (ii) the servicer compliance statements of Torchlight Loan Services, LLC
as special servicer of the Renaissance New Orleans Portfolio Mortgage Loan,
CWCapital Asset Management LLC as special servicer of the Courtyard by
Marriott Portfolio Mortgage Loan and LNR Partners, LLC as special servicer
of the La Gran Plaza Mortgage Loan, listed on the Exhibit Index are omitted
from this Annual Report on Form 10-K as they are not required by Item 1123
of Regulation AB to be included on this Annual Report on Form 10-K
because they are each an unaffiliated party that is not a "servicer" that
meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.
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.
No single obligor represents 10% or more of the pool assets held by the
issuing entity.
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 Deutsche Bank Trust Company Americas, as certificate
administrator and custodian, KeyBank National Association, as primary
servicer, Wells Fargo Bank, National Association, as certificate
administrator and custodian, and CWCapital Asset Management LLC, as
special servicer:
Deutsche Bank Trust Company Americas ("DBTCA") and Deutsche Bank National
Trust Company ("DBNTC") have been sued by investors in civil litigation
concerning their role as trustees of certain RMBS trusts.
On June 18, 2014, a group of investors, including funds managed by
Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed a
derivative action against DBNTC and DBTCA in New York State Supreme Court
purportedly on behalf of and for the benefit of 544 private-label
RMBS trusts asserting claims for alleged violations of the U.S. Trust
Indenture Act of 1939 (TIA), breach of contract, breach of fiduciary duty
and negligence based on DBNTC and DBTCA's alleged failure to perform
their duties as trustees for the trusts. Plaintiffs subsequently
dismissed their state court complaint and filed a derivative and class
action complaint in the U.S. District Court for the Southern District of
New York on behalf of and for the benefit of 564 private-label RMBS
trusts, which substantially overlapped with the trusts at issue in the
state court action. The complaint alleges that the trusts at issue have
suffered total realized collateral losses of U.S. $89.4 billion, but the
complaint does not include a demand for money damages in a sum certain.
DBNTC and DBTCA filed a motion to dismiss, and on January 19, 2016, the
court partially granted the motion on procedural grounds: as to the 500
trusts that are governed by Pooling and Servicing Agreements, the court
declined to exercise jurisdiction. The court did not rule on substantive
defenses asserted in the motion to dismiss. On March 22, 2016, plaintiffs
filed an amended complaint in federal court. In the amended complaint, in
connection with 62 trusts governed by indenture agreements, plaintiffs
assert claims for breach of contract, violation of the TIA, breach of
fiduciary duty, and breach of duty to avoid conflicts of interest. The
amended complaint alleges that the trusts at issue have suffered total
realized collateral losses of U.S. $9.8 billion, but the complaint does
not include a demand for money damages in a sum certain. On July 15,
2016, DBNTC and DBTCA filed a motion to dismiss the amended complaint. On
January 23, 2017, the court granted in part and denied in part DBNTC and
DBTCA's motion to dismiss. The court granted the motion to dismiss with
respect to plaintiffs' conflict-of-interest claim, thereby dismissing it,
and denied the motion to dismiss with respect to plaintiffs' breach of
contract claim (except as noted below) and claim for violation of the
TIA, thereby allowing those claims to proceed. On January 26, 2017, the
parties filed a joint stipulation and proposed order dismissing
plaintiffs' claim for breach of fiduciary duty. On January 27, 2017, the
court entered the parties' joint stipulation and ordered that plaintiffs'
claim for breach of fiduciary duty be dismissed. On February 3, 2017,
following a hearing concerning DBNTC and DBTCA's motion to dismiss on
February 2, 2017, the court issued a short form order dismissing (i)
plaintiffs' representation and warranty claims as to 21 trusts whose
originators and/or sponsors had entered bankruptcy and the deadline for
asserting claims against such originators and/or sponsors had passed as
of 2009 and (ii) plaintiffs' claims to the extent they were premised upon
any alleged pre-Event of Default duty to terminate servicers. Discovery
is ongoing.
On March 25, 2016, the BlackRock plaintiffs filed a state court action
against DBTCA in the Superior Court of California, Orange County with
respect to 513 trusts. On May 18, 2016, plaintiffs filed an amended
complaint with respect to 465 trusts, and included DBNTC as an additional
defendant. The amended complaint asserts three causes of action: breach
of contract; breach of fiduciary duty; and breach of the duty to avoid
conflicts of interest. Plaintiffs purport to bring the action on behalf
of themselves and all other current owners of certificates in the 465
trusts. The amended complaint alleges that the trusts at issue have
suffered total realized collateral losses of U.S. $75.7 billion, but does
not include a demand for money damages in a sum certain. On August 22,
2016, DBNTC and DBTCA filed a demurrer as to Plaintiffs' breach of
fiduciary duty cause of action and breach of the duty to avoid conflicts
of interest cause of action and motion to strike as to Plaintiffs' breach
of contract cause of action. On October 18, 2016, the court granted
DBNTC and DBTCA's demurrer, providing Plaintiffs with thirty days' leave
to amend, and denied DBNTC and DBTCA's motion to strike. Plaintiffs did
not further amend their complaint and, on December 19, 2016, DBNTC and
DBTCA filed an answer to the amended complaint. Discovery is ongoing.
On December 30, 2015, IKB International, S.A. in Liquidation and IKB
Deutsche Industriebank A.G. (collectively, "IKB"), as an investor in 37
RMBS trusts, filed a summons with notice in the Supreme Court of the
State of New York, New York County, against DBNTC and DBTCA as trustees
of the trusts. On May 27, 2016, IKB served its complaint asserting claims
for breach of contract, breach of fiduciary duty, breach of duty
to avoid conflicts of interest, violation of New York's Streit Act,
violation of the Trust Indenture Act, violation of Regulation AB, and
violation of Section 9 of the Uniform Commercial Code. IKB alleges that
DBNTC and DBTCA are liable for over U.S. $268 million in damages. On
October 5, 2016, DBNTC and DBTCA, together with several other trustees
defending lawsuits by IKB, filed a joint motion to dismiss. On January 6,
2017, IKB filed a notice of discontinuance, voluntarily dismissing with
prejudice all claims as to three trusts. As of January 17, 2017, DBNTC
and DBTCA's motion to dismiss has been briefed and is awaiting decision
by the court. Certain limited discovery is permitted to go forward while
the motion to dismiss is pending.
It is DBTCA's belief that it has no pending legal proceedings (including,
based on DBTCA's present evaluation, the litigation disclosed in the
foregoing paragraphs) that would materially affect its ability to perform
its duties as Certificate Administrator and Custodian under the Pooling
and Servicing Agreement for this transaction.
On February 23, 2016, a certificate holder of the J.P. Morgan Chase
Commercial Mortgage Securities Trust, Series 2007-CIBC18 (the "Trust")
filed suit in the Supreme Court of New York, County of New York, against
KeyBank National Association and Berkadia Commercial Mortgage LLC
(collectively, the "Servicers"). The suit was filed derivatively on
behalf of the Trust. The action was brought in connection with the
Servicers' determination of the fair value of a loan, secured by the
Bryant Park Hotel in New York City, held by the Trust and sold to an
assignee of the Trust's directing certificate holder, pursuant to an
exercise of the fair value option set forth in the Pooling and
Servicing Agreement governing the Trust. There can be no assurances as
to the outcome of the action or the possible impact of the litigation
on the Servicers. Both Servicers deny liability, believe that they
performed their obligations in accordance with the terms of the Pooling
and Servicing Agreement, and have contested the claims asserted against
them, filing a motion to dismiss the case. On November 28, 2016, the
Servicers' motion to dismiss was granted. The plaintiff certificate
holder has filed a notice of appeal, and the appeal is pending.
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. ("Wells Fargo Bank"), 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 putative class
action complaint in the United States District Court for the Southern
District of New York (the "District Court") against Wells Fargo Bank,
alleging claims against the bank in its capacity as trustee for 274 RMBS
trusts (the "Federal Court 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 Federal
Court 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
Federal Court Complaint against Wells Fargo Bank 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) notify and enforce
repurchase obligations of mortgage loan sellers for purported breaches of
representations and warranties, (ii) notify investors of alleged events
of default, 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 and other trustees in the District Court by RMBS
investors in these and other transactions, and these cases against Wells
Fargo Bank are proceeding before the same District Court judge. A similar
complaint was also filed May 27, 2016 in New York state court by a
different plaintiff investor. On January 19, 2016, an order was entered
in connection with the Federal Court Complaint in which the District
Court declined to exercise jurisdiction over 261 trusts at issue in the
Federal Court Complaint; the District Court also allowed plaintiffs to
file amended complaints as to the remaining, non-dismissed trusts, if
they so chose, and three amended complaints have been filed. On December
17, 2016, the investor plaintiffs in the 261 trusts dismissed from the
Federal Court Complaint filed a new complaint in New York state court
(the "State Court Complaint"). Motions to dismiss all of the actions are
pending except for the recently filed State Court Complaint. There can
be no assurances as to the outcome of the litigations, or the possible
impact of the litigations on the trustee or the RMBS trusts. However,
Wells Fargo 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 any losses to investors, and that it has meritorious
defenses, and it intends to contest the plaintiffs' claims vigorously.
On January 24, 2016 PSW NYC LLC commenced a complaint (the "PSW Complaint")
with the Supreme Court of the State of New York, County of New York (the
"PSW Court") against Bank of America, N.A. as trustee under the pooling
and servicing agreements for Wachovia Bank Commercial Mortgage Trust
2007-C30 and COBALT CMBS Commercial Trust 2007-C2, U.S. Bank National
Association as Trustee under the pooling and servicing agreements for
Wachovia Bank Commercial Mortgage Trust 20007-C31, ML-CFC Commercial
Mortgage Trust 2007-5 and ML-CFC Commercial Mortgage Trust 2007-6
(collectively, the "Trusts"), PCV-M Holdings LLC and CWCapital Asset
Management LLC, individually and as special servicer for the Trusts
(collectively, the "Defendants") seeking either (a) damages in an amount
to be determined by the PSW Court but alleged by the plaintiffs to be
approximately $500,000,000 - such amount being the amount PSW NYC LLC
alleges would have been recovered on certain mezzanine loans (the
"Mezzanine Loans") related to the Peter Cooper Village and Stuyvesant
Town property (the "PCVST Property") in New York City which PSW NYC
LLC sold to an entity related to the Defendants pursuant to a settlement
agreement related to certain prior litigation (the "Settlement Agreement")
or (b) the rescission of the Settlement Agreement which would result in,
among other things, the rescission of the sale of the Mezzanine Loans and
a claim for certain proceeds from the sale of the PCVST Property. PSW NYC
LLC alleges that the Defendants procured the Settlement Agreement by fraud
and further that the terms of the Settlement Agreement were breached by
the Defendants. On February 26, 2016, CWCAM on behalf of itself and the
other Defendants filled a motion to dismiss the complaint (the "CWCAM
Motion to Dismiss"). Oral argument has been set by the PSW Court on the
CWCAM Motion to Dismiss for August 23, 2016. There can be no assurances
as to the outcome of this CWCAM Motion to Dismiss or the PSW Complaint
or the possible impact on CWCAM. However, CWCAM believes that it was
not guilty of any fraud in the procurement of the Settlement Agreement,
that it performed its obligations under applicable pooling and servicing
agreements in good faith and disputes PSW NYC LLC allegations. CWCAM
intends to vigorously contest such allegations.
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 June 18, 2015 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 with respect to the mortgage loans 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 4.1 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 reports on assessments of compliance with the servicing criteria for
asset-backed securities and related attestation reports on such assessments
of compliance with respect to the Renaissance New Orleans Portfolio Mortgage
Loan, which is being serviced and administered pursuant to the pooling and
servicing agreement for the JPMBB 2015-C28 Transaction, are attached hereto
under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to
the pooling and servicing agreement for the JPMBB 2015-C28 Transaction
incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K
is a chart identifying the entities participating in a servicing function
for the JPMBB 2015-C28 Transaction responsible for each applicable
servicing criteria set forth in Item 1122(d).
The reports on assessments of compliance with the servicing criteria for
asset-backed securities and related attestation reports on such assessments
of compliance with respect to the Courtyard by Marriott Portfolio Mortgage
Loan, which is being serviced and administered pursuant to the pooling and
servicing agreement for the COMM 2015-CCRE23 Transaction, are attached
hereto under Item 15 to this Annual Report on Form 10-K. Attached as
Schedule II to the pooling and servicing agreement for the COMM 2015-CCRE23
Transaction incorporated by reference as Exhibit 4.3 to this Annual Report
on Form 10-K is a chart identifying the entities participating in a
servicing function for the COMM 2015-CCRE23 Transaction responsible for
each applicable servicing criteria set forth in Item 1122(d).
The reports on assessments of compliance with the servicing criteria for
asset-backed securities and related attestation reports on such assessments
of compliance with respect to the La Gran Plaza Mortgage Loan, which is
being serviced and administered pursuant to the pooling and servicing
agreement for the COMM 2015-CCRE24 Transaction, are attached hereto under
Item 15 to this Annual Report on Form 10-K. Attached as Schedule II to the
pooling and servicing agreement for the COMM 2015-CCRE24 Transaction
incorporated by reference as Exhibit 4.4 to this Annual Report on Form 10-K
is a chart identifying the entities participating in a servicing function
for the COMM 2015-CCRE24 Transaction responsible for each applicable
servicing criteria set forth in Item 1122(d).
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached 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
4.1 Pooling and Servicing Agreement, dated as of June 1, 2015, by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wilmington Trust,
National Association, as Trustee, Deutsche Bank Trust Company
Americas, as Certificate Administrator, Paying Agent and Custodian,
and Park Bridge Lender Services LLC, as Operating Advisor (filed as
Exhibit 4.1 to the registrant's Current Report on Form 8-K/A filed
on October 15, 2015 under Commission File No. 333-193376-19 and
incorporated by reference herein).
4.2 Pooling and Servicing Agreement, dated as of April 1, 2015, by and
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as
Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Senior Trust Advisor (filed as Exhibit 99.8
to the registrant's Current Report on Form 8-K filed on June 18,
2015 under Commission File No. 333-193376-19 and incorporated by
reference herein).
4.3 Pooling and Servicing Agreement, dated as of May 1, 2015, by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, CWCapital Asset Management LLC, as Special
Servicer, Wilmington Trust, National Association, as Trustee, Wells
Fargo Bank, National Association, as Certificate Administrator,
Paying Agent and Custodian, and Pentalpha Surveillance LLC, as
Operating Advisor (filed as Exhibit 99.7 to the registrant's Current
Report on Form 8-K filed on June 18, 2015 under Commission File No.
333-193376-19 and incorporated by reference herein).
4.4 Pooling and Servicing Agreement, dated as of August 1, 2015, by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, LNR
Partners, LLC, as Special Servicer, Wilmington Trust, National
Association, as Trustee, Wells Fargo Bank, National Association, as
Certificate Administrator, Paying Agent and Custodian, and Park
Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit
99.1 to the registrant's Current Report on Form 8-K filed on
October 15, 2015 under Commission File No. 333-193376-19 and
incorporated by reference herein).
31 Rule 13a-14(d)/15d-14(d) Certifications.
33 Reports on assessment of compliance with servicing criteria for asset-
backed securities.
33.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
33.2 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer (see Exhibit 33.1)
33.3 Wilmington Trust, National Association, as Trustee (Omitted. See
Explanatory Notes.)
33.4 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian
33.5 Park Bridge Lender Services LLC, as Operating Advisor
33.6 KeyBank National Association, as Primary Servicer
33.7 Berkeley Point Capital LLC, as Primary Servicer
33.8 Wells Fargo Bank, National Association, as Primary Servicer (only with
respect to the obligation to make property protection and mortgage
payment advances) of the Renaissance New Orleans Portfolio Mortgage
Loan
33.9 KeyBank National Association, as Primary Servicer (except with respect
to the obligation to make property protection and mortgage payment
advances) of the Renaissance New Orleans Portfolio Mortgage Loan (see
Exhibit 33.6)
33.10 Torchlight Loan Services, LLC, as Special Servicer of the Renaissance
New Orleans Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)
33.11 Wilmington Trust, National Association, as Trustee of the Renaissance
New Orleans Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)
33.12 Wells Fargo Bank, National Association, as Certificate Administrator of
the Renaissance New Orleans Portfolio Mortgage Loan
33.13 Wells Fargo Bank, National Association, as Custodian of the
Renaissance New Orleans Portfolio Mortgage Loan
33.14 Pentalpha Surveillance LLC, as Senior Trust Advisor of the
Renaissance New Orleans Portfolio Mortgage Loan
33.15 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Renaissance New Orleans Portfolio Mortgage
Loan
33.16 National Tax Search, LLC, as Servicing Function Participant of the
Renaissance New Orleans Portfolio Mortgage Loan
33.17 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Courtyard by Marriott Portfolio Mortgage
Loan (see Exhibit 33.1)
33.18 CWCapital Asset Management LLC, as Special Servicer of the
Courtyard by Marriott Portfolio Mortgage Loan
33.19 Wilmington Trust, National Association, as Trustee of the Courtyard by
Marriott Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)
33.20 Wells Fargo Bank, National Association, as Certificate Administrator of
the Courtyard by Marriott Portfolio Mortgage Loan (see Exhibit 33.12)
33.21 Wells Fargo Bank, National Association, as Custodian of the Courtyard
by Marriott Portfolio Mortgage Loan (see Exhibit 33.13)
33.22 Pentalpha Surveillance LLC, as Operating Advisor of the Courtyard by
Marriott Portfolio Mortgage Loan (see Exhibit 33.14)
33.23 Wells Fargo Bank, National Association, as Primary Servicer of the La
Gran Plaza Mortgage Loan (see Exhibit 33.8)
33.24 LNR Partners, LLC, as Special Servicer of the La Gran Plaza Mortgage
Loan (Omitted. See Explanatory Notes.)
33.25 Wilmington Trust, National Association, as Trustee of the La Gran
Plaza Mortgage Loan (Omitted. See Explanatory Notes.)
33.26 Wells Fargo Bank, National Association, as Certificate Administrator of
the La Gran Plaza Mortgage Loan (see Exhibit 33.12)
33.27 Wells Fargo Bank, National Association, as Custodian of the La Gran
Plaza Mortgage Loan (see Exhibit 33.13)
33.28 Park Bridge Lender Services LLC, as Operating Advisor of the La Gran
Plaza Mortgage Loan (see Exhibit 33.5)
33.29 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the La Gran Plaza Mortgage Loan (see Exhibit
33.15)
33.30 National Tax Search, LLC, as Servicing Function Participant of the La
Gran Plaza Mortgage Loan (see Exhibit 33.16)
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
34.2 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer (see Exhibit 34.1)
34.3 Wilmington Trust, National Association, as Trustee (Omitted. See
Explanatory Notes.)
34.4 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian
34.5 Park Bridge Lender Services LLC, as Operating Advisor
34.6 KeyBank National Association, as Primary Servicer
34.7 Berkeley Point Capital LLC, as Primary Servicer
34.8 Wells Fargo Bank, National Association, as Primary Servicer (only with
respect to the obligation to make property protection and mortgage
payment advances) of the Renaissance New Orleans Portfolio Mortgage
Loan)
34.9 KeyBank National Association, as Primary Servicer (except with respect
to the obligation to make property protection and mortgage payment
advances) of the Renaissance New Orleans Portfolio Mortgage Loan (see
Exhibit 34.6)
34.10 Torchlight Loan Services, LLC, as Special Servicer of the Renaissance
New Orleans Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)
34.11 Wilmington Trust, National Association, as Trustee of the Renaissance
New Orleans Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)
34.12 Wells Fargo Bank, National Association, as Certificate Administrator of
the Renaissance New Orleans Portfolio Mortgage Loan
34.13 Wells Fargo Bank, National Association, as Custodian of the
Renaissance New Orleans Portfolio Mortgage Loan
34.14 Pentalpha Surveillance LLC, as Senior Trust Advisor of the
Renaissance New Orleans Portfolio Mortgage Loan
34.15 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the Renaissance New Orleans Portfolio Mortgage
Loan
34.16 National Tax Search, LLC, as Servicing Function Participant of the
Renaissance New Orleans Portfolio Mortgage Loan
34.17 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Courtyard by Marriott Portfolio Mortgage
Loan (see Exhibit 34.1)
34.18 CWCapital Asset Management LLC, as Special Servicer of the
Courtyard by Marriott Portfolio Mortgage Loan
34.19 Wilmington Trust, National Association, as Trustee of the Courtyard by
Marriott Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)
34.20 Wells Fargo Bank, National Association, as Certificate Administrator of
the Courtyard by Marriott Portfolio Mortgage Loan (see Exhibit 34.12)
34.21 Wells Fargo Bank, National Association, as Custodian of the Courtyard
by Marriott Portfolio Mortgage Loan (see Exhibit 34.13)
34.22 Pentalpha Surveillance LLC, as Operating Advisor of the Courtyard by
Marriott Portfolio Mortgage Loan (see Exhibit 34.14)
34.23 Wells Fargo Bank, National Association, as Primary Servicer of the La
Gran Plaza Mortgage Loan (see Exhibit 34.8)
34.24 LNR Partners, LLC, as Special Servicer of the La Gran Plaza Mortgage
Loan (Omitted. See Explanatory Notes.)
34.25 Wilmington Trust, National Association, as Trustee of the La Gran
Plaza Mortgage Loan (Omitted. See Explanatory Notes.)
34.26 Wells Fargo Bank, National Association, as Certificate Administrator of
the La Gran Plaza Mortgage Loan (see Exhibit 34.12)
34.27 Wells Fargo Bank, National Association, as Custodian of the La Gran
Plaza Mortgage Loan (see Exhibit 34.13)
34.28 Park Bridge Lender Services LLC, as Operating Advisor of the La Gran
Plaza Mortgage Loan (see Exhibit 34.5)
34.29 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant of the La Gran Plaza Mortgage Loan (see Exhibit
34.15)
34.30 National Tax Search, LLC, as Servicing Function Participant of the La
Gran Plaza Mortgage Loan (see Exhibit 34.16)
35 Servicer compliance statements.
35.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
35.2 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer (see Exhibit 35.1)
35.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
35.4 KeyBank National Association, as Primary Servicer
35.5 Berkeley Point Capital LLC, as Primary Servicer
35.6 Wells Fargo Bank, National Association, as Primary Servicer (only with
respect to the obligation to make property protection and mortgage
payment advances) of the Renaissance New Orleans Portfolio Mortgage
Loan)
35.7 KeyBank National Association, as Primary Servicer (except with respect
to the obligation to make property protection and mortgage payment
advances) of the Renaissance New Orleans Portfolio Mortgage Loan (see
Exhibit 35.4)
35.8 Torchlight Loan Services, LLC, as Special Servicer of the Renaissance
New Orleans Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)
35.9 Wells Fargo Bank, National Association, as Certificate Administrator of
the Renaissance New Orleans Portfolio Mortgage Loan
35.10 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Courtyard by Marriott Portfolio Mortgage
Loan (see Exhibit 35.1)
35.11 CWCapital Asset Management LLC, as Special Servicer of the
Courtyard by Marriott Portfolio Mortgage Loan (Omitted. See
Explanatory Notes.)
35.12 Wells Fargo Bank, National Association, as Certificate Administrator of
the Courtyard by Marriott Portfolio Mortgage Loan
35.13 Wells Fargo Bank, National Association, as Primary Servicer of the La
Gran Plaza Mortgage Loan
35.14 LNR Partners, LLC, as Special Servicer of the La Gran Plaza Mortgage
Loan (Omitted. See Explanatory Notes.)
35.15 Wells Fargo Bank, National Association, as Certificate Administrator of
the La Gran Plaza Mortgage Loan
99.1 Mortgage Loan Purchase Agreement, dated as of June 12, 2015, 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 October 15, 2015 under
Commission File No. 333-193376-19 and incorporated by reference
herein)
99.2 Mortgage Loan Purchase Agreement, dated as of June 12, 2015, between
Deutsche Mortgage & Asset Receiving Corporation and Cantor Commercial
Real Estate Lending, L.P. (filed as Exhibit 99.2 to the registrant's
Current Report on Form 8-K/A filed on October 15, 2015 under
Commission File No. 333-193376-19 and incorporated by reference
herein)
99.3 Mortgage Loan Purchase Agreement, dated as of June 12, 2015, among
Deutsche Mortgage & Asset Receiving Corporation, Ladder Capital
Finance LLC, Ladder Capital Finance Holdings LLLP, Series TRS of
Ladder Capital Finance Holdings LLLP and Series REIT of Ladder
Capital Finance Holdings LLLP (filed as Exhibit 99.3 to the
registrant's Current Report on Form 8-K/A filed on October 15, 2015
under Commission File No. 333-193376-19 and incorporated by
reference herein)
99.4 Mortgage Loan Purchase Agreement, dated as of June 12, 2015, between
Deutsche Mortgage & Asset Receiving Corporation and KeyBank National
Association (filed as Exhibit 99.4 to the registrant's Current Report
on Form 8-K/A filed on October 15, 2015 under Commission File No.
333-193376-19 and incorporated by reference herein)
99.5 Primary Servicing Agreement, dated as of June 1, 2015, between
Midland Loan Services, a Division of PNC Bank, National Association
and KeyBank National Association (filed as Exhibit 99.5 to the
registrant's Current Report on Form 8-K filed on June 18, 2015
under Commission File No. 333-193376-19 and incorporated by
reference herein)
99.6 Primary Servicing Agreement, dated as of June 1, 2015, between
Midland Loan Services, a Division of PNC Bank, National Association
and Berkeley Point Capital LLC (filed as Exhibit 99.6 to the
registrant's Current Report on Form 8-K filed on June 18, 2015
under Commission File No. 333-193376-19 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 22, 2017
/s/ Natalie Grainger
Natalie Grainger, Director
Date: March 22, 2017
