UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(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, 2017
or
o 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: 333-193376-21
Central Index Key Number of the issuing entity:
0001646736
COMM 2015-CCRE24 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: 0001625508
Pillar Funding LLC
(exact name of the sponsor as specified in its charter)
New York
(State or other jurisdiction of
incorporation or organization of
the issuing entity)
|
38-3976043
38-3976044
38-7143570
(I.R.S. Employer
Identification Numbers)
|
c/o Wells Fargo Bank, National Association
as Certificate Administrator
9062 Old Annapolis Road
Columbia, MD
(Address of principal
executive offices of the issuing entity)
21045
(Zip Code)
Registrant’s telephone number,
including area code:
(212) 250-2500
Securities registered pursuant to Section 12(b) of the
Act: None.
Securities registered pursuant to Section 12(g) of the
Act: None.
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes ⌧
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. o Yes ⌧
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. ⌧ Yes o
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, smaller
reporting company or an emerging growth company. See the definitions of “large
accelerated filer”, “accelerated filer”, “smaller reporting company”, and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated
filer o
Accelerated
filer
o
Non-accelerated
filer ⌧ (Do not check if
a smaller reporting company)
Smaller reporting company
o
Emerging growth company
o
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange
Act.
o
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act). o Yes ⌧ 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. o
Yes o
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 purpose of this Amendment No.
1 (the “Amendment”) to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2017 filed with the Securities and Exchange Commission (the
“Commission”) on March 16, 2018 (the “Original 10-K”) is to file with the
Commission a report on assessment of compliance with servicing criteria of
Berkeley Point Capital LLC, as primary servicer, as Exhibit 33.9 as a
replacement of the report on assessment of compliance with servicing criteria
filed as Exhibit 33.9 to the Original 10-K.
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 Wells Fargo Bank, National Association, as
certificate administrator and custodian and Deutsche Bank Trust Company
Americas, as certificate administrator and custodian:
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”). In
September 2017, Royal Park Investments SA/NV (“Royal Park”), one of the
plaintiffs in the District Court cases against Wells Fargo Bank, filed a
putative class action complaint relating to two trusts seeking declaratory and
injunctive relief and money damages based on Wells Fargo Bank’s indemnification
from trust funds for legal fees and expenses Wells Fargo Bank incurs or has
incurred in defending the District Court case filed by Royal Park. With respect
to the foregoing litigations, Wells Fargo Bank believes plaintiffs' claims are
without merit and intends to contest the claims vigorously, but there can be no
assurances as to the outcome of the litigations or the possible impact of the
litigations on Wells Fargo Bank or the RMBS trusts.
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. On March 27, 2017, DBNTC and DBTCA filed an
answer to the amended complaint. On January 26, 2018, Plaintiffs filed a
motion for class certification. The parties are currently briefing the
motion. 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. On January 17, 2018, Plaintiffs filed a
motion for class certification. The parties are currently briefing the
motion. Discovery is ongoing.
On September 27, 2017, DBTCA was added as a defendant to a
case brought by certain special purpose entities including Phoenix Light SF
Limited in the U.S. District Court for the Southern District of New York, in
which the plaintiffs previously alleged incorrectly that DBNTC served as
trustee for all 43 of the trusts at issue. On September 27, 2017,
plaintiffs filed a third amended complaint that names DBTCA as a defendant in
addition to DBNTC. DBTCA serves as trustee for one of the 43 trusts at
issue. DBNTC serves as trustee for the other 42 trusts at issue.
Plaintiffs’ third amended complaint brings claims for violation of the TIA;
breach of contract; breach of fiduciary duty; negligence and gross negligence;
violation of the Streit Act; and breach of the covenant of good faith.
However, in the third amended complaint, plaintiffs acknowledge that, before
DBTCA was added to the case, the court dismissed plaintiffs’ TIA Act claims,
negligence and gross negligence claims, Streit Act claims, claims for breach of
the covenant of good faith, and certain theories of plaintiffs’ breach of
contract claims, and plaintiffs only include these claims to preserve any
rights on appeal. Plaintiffs allege damages of “hundreds of millions of
dollars.” On November 13, 2017, DBNTC and DBTCA filed an answer to the
third amended complaint. Discovery is ongoing.
On November 30, 2017, DBTCA was added as a defendant to a
case brought by Commerzbank AG (“Commerzbank”) in the U.S. District Court for
the Southern District of New York, in which Commerzbank previously alleged
incorrectly that DBNTC served as trustee for all 50 of the trusts at
issue. On November 30, 2017, Commerzbank filed a second amended complaint
that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as
trustee for 1 of the 50 trusts at issue. DBNTC serves as trustee for the
other 49 trusts at issue. Commerzbank’s second amended complaint brings
claims for violation of the TIA; breach of contract; breach of fiduciary duty;
negligence; violation of the Streit Act; and breach of the covenant of good
faith. However, in the second amended complaint, Commerzbank acknowledges
that, before DBTCA was added to the case, the court dismissed Commerzbank’s TIA
claims for the trusts governed by pooling and servicing agreements, as well as
its Streit Act claims and claims for breach of the covenant of good faith, and
Commerzbank only includes these claims to preserve any rights on appeal.
The second amended complaint alleges that DBNTC and DBTCA caused Commerzbank to
suffer “hundreds of millions of dollars in losses,” but the complaint does not
include a demand for money damages in a sum certain. On January 29, 2018,
DBNTC and DBTCA filed an answer to the second 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. On June 20, 2017, the
parties filed a stipulation, voluntarily dismissing with prejudice all claims
as to four additional trusts. 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 trustee under the DBWF 2015-LCM trust and servicing agreement and
the COMM 2015-CCRE25 pooling and servicing agreement relating to this
transaction.
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 6, 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 Lakewood Center Mortgage Loan, which
is being serviced and administered pursuant to the trust and servicing
agreement for the DBWF 2015-LCM Transaction, are attached hereto under Item 15
to this Annual Report on Form 10-K. Attached as Schedule I to the trust and
servicing agreement for the DBWF 2015-LCM 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 DBWF 2015-LCM
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 Heartland Industrial Portfolio
Mortgage Loan, which is being serviced and administered pursuant to the pooling
and servicing agreement for the COMM 2015-CCRE25 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-CCRE25 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-CCRE25 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 40 Wall Street Mortgage Loan,
which is being serviced and administered pursuant to the pooling and servicing
agreement for the WFCMT 2015-LC22 Transaction, are attached hereto under Item
15 to this Annual Report on Form 10-K. Attached as Schedule III to the pooling
and servicing agreement for the WFCMT 2015-LC22 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 WFCMT
2015-LC22 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 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 4.1
to the registrant’s Current Report on Form 8-K/A filed on October 15, 2015
under Commission File No. 333-193376-21 and incorporated by reference herein).
4.2
Trust
and Servicing Agreement, dated as of June 25, 2015, 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 Special Servicer, Wilmington Trust, National
Association, as Trustee, and Deutsche Bank Trust Company Americas, as
Certificate Administrator, Paying Agent and Custodian, (filed as Exhibit 99.6
to the registrant’s Current Report on Form 8-K/A filed on October 15, 2015
under Commission File No. 333-193376-21 and incorporated by reference herein).
4.3
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, CWCapital Asset Management LLC, as a
Special Servicer, LNR Partners, LLC, as a Special Servicer, Wilmington Trust,
National Association, as Trustee, Deutsche Bank Trust Company Americas, as
Certificate Administrator, Paying Agent and Custodian, and Pentalpha
Surveillance 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. 333-193376-21 and incorporated by reference herein).
4.4
Pooling
and Servicing Agreement, dated as of September 1, 2015, by and among Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,
National Association, as General Master Servicer, Rialto Capital Advisors, LLC,
as General Special Servicer, National Cooperative Bank, N.A., as NCB Master
Servicer, National Cooperative Bank, N.A., as NCB Special Servicer, Park Bridge
Lender Services LLC, as Trust Advisor, Wells Fargo Bank, National Association,
as Certificate Administrator, as Tax Administrator and as Custodian, and
Wilmington Trust, National Association, as Trustee (filed as Exhibit 99.2 to
the registrant’s Current Report on Form 8-K filed on October 15, 2015 under
Commission File No. 333-193376-21 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
Wells
Fargo Bank, National Association, as Master Servicer (filed as Exhibit 33.1 to
the Original 10-K under Commission File No. 333-193376-21 and incorporated by
reference herein)
33.2
LNR
Partners, LLC, as Special Servicer (filed as Exhibit 33.2 to the Original 10-K
under Commission File No. 333-193376-21 and incorporated by reference herein)
33.3
Wilmington
Trust, National Association, as Trustee (Omitted. See Explanatory Notes
to the Original 10-K.)
33.4
Wells
Fargo Bank, National Association, as Certificate Administrator (filed as
Exhibit 33.4 to the Original 10-K under Commission File No. 333-193376-21 and
incorporated by reference herein)
33.5
Wells
Fargo Bank, National Association, as Custodian (filed as Exhibit 33.5 to the
Original 10-K under Commission File No. 333-193376-21 and incorporated by
reference herein)
33.6
Park
Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit 33.6 to the
Original 10-K under Commission File No. 333-193376-21 and incorporated by
reference herein)
33.7
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant (filed
as Exhibit 33.7 to the Original 10-K under Commission File No. 333-193376-21
and incorporated by reference herein)
33.8
National
Tax Search, LLC, as Servicing Function Participant (filed as Exhibit 33.8 to
the Original 10-K under Commission File No. 333-193376-21 and incorporated by
reference herein)
33.9
Berkeley Point Capital LLC, as Primary Servicer
33.10
Wells
Fargo Bank, National Association, as Primary Servicer of the Eden Roc Mortgage
Loan (filed as Exhibit 33.1 to the Original 10-K under Commission File No.
333-193376-21 and incorporated by reference herein)
33.11
LNR
Partners, LLC, as Special Servicer of the Eden Roc Mortgage Loan (filed as
Exhibit 33.2 to the Original 10-K under Commission File No. 333-193376-21 and
incorporated by reference herein)
33.12
Wilmington
Trust, National Association, as Trustee of the Eden Roc Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.13
Wells
Fargo Bank, National Association, as Certificate Administrator of the Eden Roc
Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under Commission File
No. 333-193376-21 and incorporated by reference herein)
33.14
Wells
Fargo Bank, National Association, as Custodian of the Eden Roc Mortgage Loan
(filed as Exhibit 33.5 to the Original 10-K under Commission File No.
333-193376-21 and incorporated by reference herein)
33.15
Park
Bridge Lender Services LLC, as Operating Advisor of the Eden Roc Mortgage Loan
(filed as Exhibit 33.6 to the Original 10-K under Commission File No.
333-193376-21 and incorporated by reference herein)
33.16
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Eden Roc Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K under
Commission File No. 333-193376-21 and incorporated by reference herein)
33.17
National
Tax Search, LLC, as Servicing Function Participant of the Eden Roc Mortgage
Loan (filed as Exhibit 33.8 to the Original 10-K under Commission File No.
333-193376-21 and incorporated by reference herein)
33.18
Wells
Fargo Bank, National Association, as Primary Servicer of the La Gran Plaza
Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under Commission File
No. 333-193376-21 and incorporated by reference herein)
33.19
LNR
Partners, LLC, as Special Servicer of the La Gran Plaza Mortgage Loan (filed as
Exhibit 33.2 to the Original 10-K under Commission File No. 333-193376-21 and
incorporated by reference herein)
33.20
Wilmington
Trust, National Association, as Trustee of the La Gran Plaza Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.21
Wells
Fargo Bank, National Association, as Certificate Administrator of the La Gran
Plaza Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under
Commission File No. 333-193376-21 and incorporated by reference herein)
33.22
Wells
Fargo Bank, National Association, as Custodian of the La Gran Plaza Mortgage
Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File No.
333-193376-21 and incorporated by reference herein)
33.23
Park
Bridge Lender Services LLC, as Operating Advisor of the La Gran Plaza Mortgage
Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File No.
333-193376-21 and incorporated by reference herein)
33.24
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
La Gran Plaza Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K under
Commission File No. 333-193376-21 and incorporated by reference herein)
33.25
National
Tax Search, LLC, as Servicing Function Participant of the La Gran Plaza
Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under Commission File
No. 333-193376-21 and incorporated by reference herein)
33.26
Wells
Fargo Bank, National Association, as Primary Servicer of the Lakewood Center Mortgage
Loan (filed as Exhibit 33.1 to the Original 10-K under Commission File No.
333-193376-21 and incorporated by reference herein)
33.27
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the Lakewood Center Mortgage Loan (filed as Exhibit 33.27 to the
Original 10-K under Commission File No. 333-193376-21 and incorporated by
reference herein)
33.28
Wilmington
Trust, National Association, as Trustee of the Lakewood Center Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.29
Deutsche
Bank Trust Company Americas, as Certificate Administrator and Custodian of the
Lakewood Center Mortgage Loan (filed as Exhibit 33.29 to the Original 10-K
under Commission File No. 333-193376-21 and incorporated by reference herein)
33.30
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Lakewood Center Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K under
Commission File No. 333-193376-21 and incorporated by reference herein)
33.31
National
Tax Search, LLC, as Servicing Function Participant of the Lakewood Center
Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under Commission File
No. 333-193376-21 and incorporated by reference herein)
33.32
Wells
Fargo Bank, National Association, as Primary Servicer of the Heartland
Industrial Portfolio Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K
under Commission File No. 333-193376-21 and incorporated by reference herein)
33.33
LNR
Partners, LLC, as Special Servicer of the Heartland Industrial Portfolio
Mortgage Loan (filed as Exhibit 33.2 to the Original 10-K under Commission File
No. 333-193376-21 and incorporated by reference herein)
33.34
Wilmington
Trust, National Association, as Trustee of the Heartland Industrial Portfolio
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.35
Deutsche
Bank Trust Company Americas, as Certificate Administrator and Custodian of the
Heartland Industrial Portfolio Mortgage Loan (filed as Exhibit 33.29 to the
Original 10-K under Commission File No. 333-193376-21 and incorporated by
reference herein)
33.36
Pentalpha
Surveillance LLC, as Operating Advisor of the Heartland Industrial Portfolio Mortgage
Loan (filed as Exhibit 33.36 to the Original 10-K under Commission File No.
333-193376-21 and incorporated by reference herein)
33.37
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Heartland Industrial Portfolio Mortgage Loan (filed as Exhibit 33.7 to the
Original 10-K under Commission File No. 333-193376-21 and incorporated by
reference herein)
33.38
National
Tax Search, LLC, as Servicing Function Participant of the Heartland Industrial
Portfolio Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under
Commission File No. 333-193376-21 and incorporated by reference herein)
33.39
Wells
Fargo Bank, National Association, as Primary Servicer of the 40 Wall Street
Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under Commission File
No. 333-193376-21 and incorporated by reference herein)
33.40
Rialto
Capital Advisors, LLC, as Special Servicer of the 40 Wall Street Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.41
Wilmington
Trust, National Association, as Trustee of the 40 Wall Street Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.42
Wells
Fargo Bank, National Association, as Certificate Administrator of the 40 Wall
Street Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under
Commission File No. 333-193376-21 and incorporated by reference herein)
33.43
Wells
Fargo Bank, National Association, as Custodian of the 40 Wall Street Mortgage
Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File No.
333-193376-21 and incorporated by reference herein)
33.44
Park
Bridge Lender Services LLC, as Trust Advisor of the 40 Wall Street Mortgage
Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File No.
333-193376-21 and incorporated by reference herein)
33.45
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
40 Wall Street Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K under
Commission File No. 333-193376-21 and incorporated by reference herein)
33.46
National
Tax Search, LLC, as Servicing Function Participant of the 40 Wall Street
Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under Commission File
No. 333-193376-21 and incorporated by reference herein)
34
Attestation
reports on assessment of compliance with servicing criteria for asset-backed
securities.
34.1
Wells
Fargo Bank, National Association, as Master Servicer (filed as Exhibit 34.1 to
the Original 10-K under Commission File No. 333-193376-21 and incorporated by
reference herein)
34.2
LNR
Partners, LLC, as Special Servicer (filed as Exhibit 34.2 to the Original 10-K
under Commission File No. 333-193376-21 and incorporated by reference herein)
34.3
Wilmington
Trust, National Association, as Trustee (Omitted. See Explanatory Notes
to the Original 10-K.)
34.4
Wells
Fargo Bank, National Association, as Certificate Administrator (filed as
Exhibit 34.4 to the Original 10-K under Commission File No. 333-193376-21 and
incorporated by reference herein)
34.5
Wells
Fargo Bank, National Association, as Custodian (filed as Exhibit 34.5 to the
Original 10-K under Commission File No. 333-193376-21 and incorporated by
reference herein)
34.6
Park
Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit 34.6 to the
Original 10-K under Commission File No. 333-193376-21 and incorporated by
reference herein)
34.7
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant (filed
as Exhibit 34.7 to the Original 10-K under Commission File No. 333-193376-21
and incorporated by reference herein)
34.8
National
Tax Search, LLC, as Servicing Function Participant (filed as Exhibit 34.8 to
the Original 10-K under Commission File No. 333-193376-21 and incorporated by
reference herein)
34.9
Berkeley
Point Capital LLC, as Primary Servicer (filed as Exhibit 34.9 to the Original
10-K under Commission File No. 333-193376-21 and incorporated by reference
herein)
34.10
Wells
Fargo Bank, National Association, as Primary Servicer of the Eden Roc Mortgage
Loan (filed as Exhibit 34.1 to the Original 10-K under Commission File No.
333-193376-21 and incorporated by reference herein)
34.11
LNR
Partners, LLC, as Special Servicer of the Eden Roc Mortgage Loan (filed as
Exhibit 34.2 to the Original 10-K under Commission File No. 333-193376-21 and
incorporated by reference herein)
34.12
Wilmington
Trust, National Association, as Trustee of the Eden Roc Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.13
Wells
Fargo Bank, National Association, as Certificate Administrator of the Eden Roc
Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under Commission File
No. 333-193376-21 and incorporated by reference herein)
34.14
Wells
Fargo Bank, National Association, as Custodian of the Eden Roc Mortgage Loan
(filed as Exhibit 34.5 to the Original 10-K under Commission File No.
333-193376-21 and incorporated by reference herein)
34.15
Park
Bridge Lender Services LLC, as Operating Advisor of the Eden Roc Mortgage Loan
(filed as Exhibit 34.6 to the Original 10-K under Commission File No. 333-193376-21
and incorporated by reference herein)
34.16
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Eden Roc Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K under
Commission File No. 333-193376-21 and incorporated by reference herein)
34.17
National
Tax Search, LLC, as Servicing Function Participant of the Eden Roc Mortgage
Loan (filed as Exhibit 34.8 to the Original 10-K under Commission File No.
333-193376-21 and incorporated by reference herein)
34.18
Wells
Fargo Bank, National Association, as Primary Servicer of the La Gran Plaza
Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under Commission File
No. 333-193376-21 and incorporated by reference herein)
34.19
LNR
Partners, LLC, as Special Servicer of the La Gran Plaza Mortgage Loan (filed as
Exhibit 34.2 to the Original 10-K under Commission File No. 333-193376-21 and
incorporated by reference herein)
34.20
Wilmington
Trust, National Association, as Trustee of the La Gran Plaza Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.21
Wells
Fargo Bank, National Association, as Certificate Administrator of the La Gran
Plaza Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under
Commission File No. 333-193376-21 and incorporated by reference herein)
34.22
Wells
Fargo Bank, National Association, as Custodian of the La Gran Plaza Mortgage
Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File No.
333-193376-21 and incorporated by reference herein)
34.23
Park
Bridge Lender Services LLC, as Operating Advisor of the La Gran Plaza Mortgage
Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File No.
333-193376-21 and incorporated by reference herein)
34.24
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
La Gran Plaza Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K under
Commission File No. 333-193376-21 and incorporated by reference herein)
34.25
National
Tax Search, LLC, as Servicing Function Participant of the La Gran Plaza
Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under Commission File
No. 333-193376-21 and incorporated by reference herein)
34.26
Wells
Fargo Bank, National Association, as Primary Servicer of the Lakewood Center
Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under Commission File
No. 333-193376-21 and incorporated by reference herein)
34.27
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the Lakewood Center Mortgage Loan (filed as Exhibit 34.27 to the
Original 10-K under Commission File No. 333-193376-21 and incorporated by
reference herein)
34.28
Wilmington
Trust, National Association, as Trustee of the Lakewood Center Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.29
Deutsche
Bank Trust Company Americas, as Certificate Administrator and Custodian of the
Lakewood Center Mortgage Loan (filed as Exhibit 34.29 to the Original 10-K
under Commission File No. 333-193376-21 and incorporated by reference herein)
34.30
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Lakewood Center Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K under
Commission File No. 333-193376-21 and incorporated by reference herein)
34.31
National
Tax Search, LLC, as Servicing Function Participant of the Lakewood Center
Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under Commission File
No. 333-193376-21 and incorporated by reference herein)
34.32
Wells
Fargo Bank, National Association, as Primary Servicer of the Heartland
Industrial Portfolio Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K
under Commission File No. 333-193376-21 and incorporated by reference herein)
34.33
LNR
Partners, LLC, as Special Servicer of the Heartland Industrial Portfolio
Mortgage Loan (filed as Exhibit 34.2 to the Original 10-K under Commission File
No. 333-193376-21 and incorporated by reference herein)
34.34
Wilmington
Trust, National Association, as Trustee of the Heartland Industrial Portfolio
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.35
Deutsche
Bank Trust Company Americas, as Certificate Administrator and Custodian of the
Heartland Industrial Portfolio Mortgage Loan (filed as Exhibit 34.29 to the
Original 10-K under Commission File No. 333-193376-21 and incorporated by
reference herein)
34.36
Pentalpha
Surveillance LLC, as Operating Advisor of the Heartland Industrial Portfolio
Mortgage Loan (filed as Exhibit 34.36 to the Original 10-K under Commission
File No. 333-193376-21 and incorporated by reference herein)
34.37
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Heartland Industrial Portfolio Mortgage Loan (filed as Exhibit 34.7 to the
Original 10-K under Commission File No. 333-193376-21 and incorporated by
reference herein)
34.38
National
Tax Search, LLC, as Servicing Function Participant of the Heartland Industrial
Portfolio Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under
Commission File No. 333-193376-21 and incorporated by reference herein)
34.39
Wells
Fargo Bank, National Association, as Primary Servicer of the 40 Wall Street
Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under Commission File
No. 333-193376-21 and incorporated by reference herein)
34.40
Rialto
Capital Advisors, LLC, as Special Servicer of the 40 Wall Street Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.41
Wilmington
Trust, National Association, as Trustee of the 40 Wall Street Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.42
Wells
Fargo Bank, National Association, as Certificate Administrator of the 40 Wall
Street Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under
Commission File No. 333-193376-21 and incorporated by reference herein)
34.43
Wells
Fargo Bank, National Association, as Custodian of the 40 Wall Street Mortgage
Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File No.
333-193376-21 and incorporated by reference herein)
34.44
Park
Bridge Lender Services LLC, as Trust Advisor of the 40 Wall Street Mortgage
Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File No.
333-193376-21 and incorporated by reference herein)
34.45
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
40 Wall Street Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K under
Commission File No. 333-193376-21 and incorporated by reference herein)
34.46
National
Tax Search, LLC, as Servicing Function Participant of the 40 Wall Street
Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under Commission File
No. 333-193376-21 and incorporated by reference herein)
35
Servicer compliance statements.
35.1
Wells
Fargo Bank, National Association, as Master Servicer (filed as Exhibit 35.1 to
the Original 10-K under Commission File No. 333-193376-21 and incorporated by
reference herein)
35.2
LNR
Partners, LLC, as Special Servicer (filed as Exhibit 35.2 to the Original 10-K
under Commission File No. 333-193376-21 and incorporated by reference herein)
35.3
Wells
Fargo Bank, National Association, as Certificate Administrator (filed as Exhibit
35.3 to the Original 10-K under Commission File No. 333-193376-21 and
incorporated by reference herein)
35.4
Berkeley
Point Capital LLC, as Primary Servicer (filed as Exhibit 35.4 to the Original
10-K under Commission File No. 333-193376-21 and incorporated by reference
herein)
35.5
Wells
Fargo Bank, National Association, as Primary Servicer of the Eden Roc Mortgage
Loan (filed as Exhibit 35.1 to the Original 10-K under Commission File No.
333-193376-21 and incorporated by reference herein)
35.6
LNR
Partners, LLC, as Special Servicer of the Eden Roc Mortgage Loan (filed as
Exhibit 35.2 to the Original 10-K under Commission File No. 333-193376-21 and
incorporated by reference herein)
35.7
Wells
Fargo Bank, National Association, as Certificate Administrator of the Eden Roc
Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under Commission File
No. 333-193376-21 and incorporated by reference herein)
35.8
Wells
Fargo Bank, National Association, as Primary Servicer of the La Gran Plaza
Mortgage Loan (filed as Exhibit 35.1 to the Original 10-K under Commission File
No. 333-193376-21 and incorporated by reference herein)
35.9
LNR
Partners, LLC, as Special Servicer of the La Gran Plaza Mortgage Loan (filed as
Exhibit 35.2 to the Original 10-K under Commission File No. 333-193376-21 and
incorporated by reference herein)
35.10
Wells
Fargo Bank, National Association, as Certificate Administrator of the La Gran
Plaza Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under
Commission File No. 333-193376-21 and incorporated by reference herein)
35.11
Wells
Fargo Bank, National Association, as Primary Servicer of the Lakewood Center
Mortgage Loan (filed as Exhibit 35.11 to the Original 10-K under Commission
File No. 333-193376-21 and incorporated by reference herein)
35.12
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the Lakewood Center Mortgage Loan (Omitted. See Explanatory
Notes to the Original 10-K.)
35.13
Deutsche
Bank Trust Company Americas, as Certificate Administrator of the Lakewood
Center Mortgage Loan (filed as Exhibit 35.13 to the Original 10-K under
Commission File No. 333-193376-21 and incorporated by reference herein)
35.14
Wells
Fargo Bank, National Association, as Primary Servicer of the Heartland
Industrial Portfolio Mortgage Loan (filed as Exhibit 35.14 to the Original 10-K
under Commission File No. 333-193376-21 and incorporated by reference herein)
35.15
LNR
Partners, LLC, as Special Servicer of the Heartland Industrial Portfolio
Mortgage Loan (filed as Exhibit 35.2 to the Original 10-K under Commission File
No. 333-193376-21 and incorporated by reference herein)
35.16
Deutsche
Bank Trust Company Americas, as Certificate Administrator of the Heartland
Industrial Portfolio Mortgage Loan (filed as Exhibit 35.16 to the Original 10-K
under Commission File No. 333-193376-21 and incorporated by reference herein)
35.17
Wells
Fargo Bank, National Association, as Primary Servicer of the 40 Wall Street
Mortgage Loan (filed as Exhibit 35.17 to the Original 10-K under Commission
File No. 333-193376-21 and incorporated by reference herein)
35.18
Rialto
Capital Advisors, LLC, as Special Servicer of the 40 Wall Street Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
35.19
Wells
Fargo Bank, National Association, as Certificate Administrator of the 40 Wall
Street Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under
Commission File No. 333-193376-21 and incorporated by reference herein)
99.1
Mortgage
Loan Purchase Agreement, dated as of July 24, 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. 333-193376-21 and incorporated by
reference herein)
99.2
Mortgage
Loan Purchase Agreement, dated as of July 24, 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. 333-193376-21 and
incorporated by reference herein)
99.3
Mortgage
Loan Purchase Agreement, dated as of July 24, 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. 333-193376-21 and incorporated by reference herein)
99.4
Mortgage
Loan Purchase Agreement, dated as of July 24, 2015, among Deutsche Mortgage
& Asset Receiving Corporation, Pillar Funding LLC and Pillar Capital
Partners I LLC (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. 333-193376-21
and incorporated by reference herein)
99.5
Primary
Servicing Agreement, dated as of August 1, 2015, between Wells Fargo Bank,
National Association and Berkeley Point Capital LLC (filed as Exhibit 99.5 to
the registrant’s Current Report on Form 8-K filed on August 6, 2015 under
Commission File No. 333-193376-21 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)
Helaine M.
Kaplan, President
(senior officer in charge of
securitization of the depositor)
Date: June 22, 2018
Natalie Grainger, Director
Date: June 22, 2018