UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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: 333-193376-15
Central Index Key Number of the issuing entity:
0001628112
COMM 2015-LC19 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: 0001541468
Ladder Capital Finance LLC
(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: 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)
|
38-3955412
38-3955413
38-7135306
(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. 2 (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 19, 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 33.7 as a replacement of the report on assessment of
compliance with servicing criteria filed as Exhibit 33.7 to the Original
10-K. This Amendment supersedes and replaces in its entirety the report
on assessment of compliance with servicing criteria of Berkeley Point Capital
LLC, as primary servicer, filed as Exhibit 33.7 to Amendment No. 1 to our
Annual Report on Form 10-K filed with the Commission on June 22, 2018.
PART I
Item 1. Business.
Omitted.
Item 1A. Risk Factors.
Omitted.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
Omitted.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities.
Omitted.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure.
Omitted.
Item 9A. Controls and Procedures.
Omitted.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate
Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.
Omitted.
Item 13. Certain Relationships and Related
Transactions, and Director Independence.
Omitted.
Item 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor
Financial Information.
The One Memorial Mortgage Loan (Loan Number 1 on Annex A-1 of
the prospectus supplement of the registrant relating to the issuing entity
filed on February 3, 2015 pursuant to Rule 424(b)(5)) constitutes a significant
obligor within the meaning of Item 1101(k)(2) of Regulation AB as disclosed in
the prospectus supplement. In accordance with Item 1112(b) of Regulation AB,
the most recent unaudited net operating income of the significant obligor was
$18,791,120.00 for the twelve- month period ended December 31, 2017.
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 trustee,
certificate administrator and custodian, and KeyBank National Association, as
primary servicer:
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.
On February 23, 2016, a certificateholder 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 certificateholder, 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
certificateholder has filed a notice of appeal, and the appeal is pending.
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 February 3, 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 Gateway Center Phase II Mortgage
Loan, which is being serviced and administered pursuant to the pooling and
servicing agreement for the COMM 2014-CCRE20 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 2014-CCRE20 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 COMM
2014-CCRE20 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 One Memorial Mortgage Loan, which
is being serviced and administered pursuant to the pooling and servicing
agreement for the COMM 2014-CCRE21 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 2014-CCRE21 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
2014-CCRE21 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 Walgreens Portfolio Mortgage
Loan, which is being serviced and administered pursuant to the pooling and
servicing agreement for the WFCMT 2015-LC20 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-LC20 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-LC20 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 February 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,
Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Wells Fargo Bank, 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 April 1, 2015 under
Commission File No. 333-193376-15 and incorporated by reference herein).
4.2
Pooling
and Servicing Agreement, dated as of October 1, 2014, by and among Deutsche
Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Torchlight Loan Services, 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
99.6 to the registrant’s Current Report on Form 8-K/A filed on April 1, 2015
under Commission File No. 333-193376-15 and incorporated by reference herein).
4.3
Pooling
and Servicing Agreement, dated as of December 1, 2014, by and among Deutsche
Mortgage & Asset Receiving Corporation, as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, LNR
Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Trustee, Certificate Administrator, Paying Agent and Custodian, and Park Bridge
Lender Services LLC, as Operating Advisor (filed as Exhibit 99.5 to the
registrant’s Current Report on Form 8-K/A filed on April 1, 2015 under
Commission File No. 333-193376-15 and incorporated by reference herein).
4.4
Pooling
and Servicing Agreement, dated as of March 1, 2015, by and among Wells Fargo
Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special
Servicer, TriMont Real Estate Advisors, Inc., 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 99.1 to the registrant’s Current Report on Form 8-K filed on July
13, 2015 under Commission File No. 333-193376-15 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
(filed as Exhibit 33.1 to the Original 10-K under Commission File No.
333-193376-15 and incorporated by reference herein)
33.2
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer (filed as Exhibit 33.1 to the Original 10-K under Commission File No.
333-193376-15 and incorporated by reference herein)
33.3
Wells
Fargo Bank, National Association, as Trustee and Certificate Administrator
(filed as Exhibit 33.3 to the Original 10-K under Commission File No.
333-193376-15 and incorporated by reference herein)
33.4
Wells
Fargo Bank, National Association, as Custodian (filed as Exhibit 33.4 to the
Original 10-K under Commission File No. 333-193376-15 and incorporated by
reference herein)
33.5
Park
Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit 33.5 to the
Original 10-K under Commission File No. 333-193376-15 and incorporated by
reference herein)
33.6
KeyBank
National Association, as Primary Servicer (filed as Exhibit 33.6 to the
Original 10-K under Commission File No. 333-193376-15 and incorporated by
reference herein)
33.7
Berkeley Point Capital LLC, as Primary Servicer
33.8
Wells
Fargo Bank, National Association, as Primary Servicer of the Gateway Center
Phase II Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under
Commission File No. 333-193376-15 and incorporated by reference herein)
33.9
Torchlight
Loan Services, LLC, as Special Servicer of the Gateway Center Phase II Mortgage
Loan (filed as Exhibit 33.9 to the Original 10-K under Commission File No.
333-193376-15 and incorporated by reference herein)
33.10
Wilmington
Trust, National Association, as Trustee of the Gateway Center Phase II Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.11
Wells
Fargo Bank, National Association, as Certificate Administrator of the Gateway Center
Phase II Mortgage Loan (filed as Exhibit 33.3 to the Original 10-K under
Commission File No. 333-193376-15 and incorporated by reference herein)
33.12
Wells
Fargo Bank, National Association, as Custodian of the Gateway Center Phase II
Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under Commission File
No. 333-193376-15 and incorporated by reference herein)
33.13
Park
Bridge Lender Services LLC, as Operating Advisor of the Gateway Center Phase II
Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File
No. 333-193376-15 and incorporated by reference herein)
33.14
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Gateway Center Phase II Mortgage Loan (filed as Exhibit 33.14 to the Original
10-K under Commission File No. 333-193376-15 and incorporated by reference
herein)
33.15
National
Tax Search, LLC, as Servicing Function Participant of the Gateway Center Phase
II Mortgage Loan (filed as Exhibit 33.15 to the Original 10-K under Commission
File No. 333-193376-15 and incorporated by reference herein)
33.16
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the One Memorial Mortgage Loan (filed as Exhibit 33.1 to the Original
10-K under Commission File No. 333-193376-15 and incorporated by reference
herein)
33.17
LNR
Partners, LLC, as Special Servicer of the One Memorial Mortgage Loan (filed as
Exhibit 33.17 to the Original 10-K under Commission File No. 333-193376-15 and
incorporated by reference herein)
33.18
Wells
Fargo Bank, National Association, as Trustee and Certificate Administrator of
the One Memorial Mortgage Loan (filed as Exhibit 33.3 to the Original 10-K
under Commission File No. 333-193376-15 and incorporated by reference herein)
33.19
Wells
Fargo Bank, National Association, as Custodian of the One Memorial Mortgage
Loan (filed as Exhibit 33.4 to the Original 10-K under Commission File No.
333-193376-15 and incorporated by reference herein)
33.20
Park
Bridge Lender Services LLC, as Operating Advisor of the One Memorial Mortgage
Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File No.
333-193376-15 and incorporated by reference herein)
33.21
Wells
Fargo Bank, National Association, as Primary Servicer of the Walgreens
Portfolio Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under
Commission File No. 333-193376-15 and incorporated by reference herein)
33.22
Rialto
Capital Advisors, LLC, as Special Servicer of the Walgreens Portfolio Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.23
Wilmington
Trust, National Association, as Trustee of the Walgreens Portfolio Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.24
Wells
Fargo Bank, National Association, as Certificate Administrator of the Walgreens
Portfolio Mortgage Loan (filed as Exhibit 33.3 to the Original 10-K under
Commission File No. 333-193376-15 and incorporated by reference herein)
33.25
Wells
Fargo Bank, National Association, as Custodian of the Walgreens Portfolio
Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under Commission File
No. 333-193376-15 and incorporated by reference herein)
33.26
TriMont
Real Estate Advisors, Inc., as Trust Advisor of the Walgreens Portfolio
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.27
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Walgreens Portfolio Mortgage Loan (filed as Exhibit 33.14 to the Original 10-K
under Commission File No. 333-193376-15 and incorporated by reference herein)
33.28
National
Tax Search, LLC, as Servicing Function Participant of the Walgreens Portfolio
Mortgage Loan (filed as Exhibit 33.15 to the Original 10-K under Commission
File No. 333-193376-15 and incorporated by reference herein)
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
(filed as Exhibit 34.1 to the Original 10-K under Commission File No.
333-193376-15 and incorporated by reference herein)
34.2
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer (filed as Exhibit 34.1 to the Original 10-K under Commission File No.
333-193376-15 and incorporated by reference herein)
34.3
Wells
Fargo Bank, National Association, as Trustee and Certificate Administrator
(filed as Exhibit 34.3 to the Original 10-K under Commission File No.
333-193376-15 and incorporated by reference herein)
34.4
Wells
Fargo Bank, National Association, as Custodian (filed as Exhibit 34.4 to the
Original 10-K under Commission File No. 333-193376-15 and incorporated by
reference herein)
34.5
Park
Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit 34.5 to the
Original 10-K under Commission File No. 333-193376-15 and incorporated by
reference herein)
34.6
KeyBank
National Association, as Primary Servicer (filed as Exhibit 34.6 to the
Original 10-K under Commission File No. 333-193376-15 and incorporated by
reference herein)
34.7
Berkeley
Point Capital LLC, as Primary Servicer (filed as Exhibit 34.7 to the Original
10-K under Commission File No. 333-193376-15 and incorporated by reference
herein)
34.8
Wells
Fargo Bank, National Association, as Primary Servicer of the Gateway Center
Phase II Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under
Commission File No. 333-193376-15 and incorporated by reference herein)
34.9
Torchlight
Loan Services, LLC, as Special Servicer of the Gateway Center Phase II Mortgage
Loan (filed as Exhibit 34.9 to the Original 10-K under Commission File No.
333-193376-15 and incorporated by reference herein)
34.10
Wilmington
Trust, National Association, as Trustee of the Gateway Center Phase II Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.11
Wells
Fargo Bank, National Association, as Certificate Administrator of the Gateway
Center Phase II Mortgage Loan (filed as Exhibit 34.3 to the Original 10-K under
Commission File No. 333-193376-15 and incorporated by reference herein)
34.12
Wells
Fargo Bank, National Association, as Custodian of the Gateway Center Phase II
Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under Commission File
No. 333-193376-15 and incorporated by reference herein)
34.13
Park
Bridge Lender Services LLC, as Operating Advisor of the Gateway Center Phase II
Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File
No. 333-193376-15 and incorporated by reference herein)
34.14
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Gateway Center Phase II Mortgage Loan (filed as Exhibit 34.14 to the Original
10-K under Commission File No. 333-193376-15 and incorporated by reference
herein)
34.15
National
Tax Search, LLC, as Servicing Function Participant of the Gateway Center Phase
II Mortgage Loan (filed as Exhibit 34.15 to the Original 10-K under Commission
File No. 333-193376-15 and incorporated by reference herein)
34.16
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the One Memorial Mortgage Loan (filed as Exhibit 34.1 to the
Original 10-K under Commission File No. 333-193376-15 and incorporated by
reference herein)
34.17
LNR
Partners, LLC, as Special Servicer of the One Memorial Mortgage Loan (filed as
Exhibit 34.17 to the Original 10-K under Commission File No. 333-193376-15 and
incorporated by reference herein)
34.18
Wells
Fargo Bank, National Association, as Trustee and Certificate Administrator of
the One Memorial Mortgage Loan (filed as Exhibit 34.3 to the Original 10-K
under Commission File No. 333-193376-15 and incorporated by reference herein)
34.19
Wells
Fargo Bank, National Association, as Custodian of the One Memorial Mortgage
Loan (filed as Exhibit 34.4 to the Original 10-K under Commission File No.
333-193376-15 and incorporated by reference herein)
34.20
Park
Bridge Lender Services LLC, as Operating Advisor of the One Memorial Mortgage
Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File No.
333-193376-15 and incorporated by reference herein)
34.21
Wells
Fargo Bank, National Association, as Primary Servicer of the Walgreens
Portfolio Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under
Commission File No. 333-193376-15 and incorporated by reference herein)
34.22
Rialto
Capital Advisors, LLC, as Special Servicer of the Walgreens Portfolio Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.23
Wilmington
Trust, National Association, as Trustee of the Walgreens Portfolio Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.24
Wells
Fargo Bank, National Association, as Certificate Administrator of the Walgreens
Portfolio Mortgage Loan (filed as Exhibit 34.3 to the Original 10-K under
Commission File No. 333-193376-15 and incorporated by reference herein)
34.25
Wells
Fargo Bank, National Association, as Custodian of the Walgreens Portfolio
Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under Commission File
No. 333-193376-15 and incorporated by reference herein)
34.26
TriMont
Real Estate Advisors, Inc., as Trust Advisor of the Walgreens Portfolio
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.27
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Walgreens Portfolio Mortgage Loan (filed as Exhibit 34.14 to the Original 10-K
under Commission File No. 333-193376-15 and incorporated by reference herein)
34.28
National
Tax Search, LLC, as Servicing Function Participant of the Walgreens Portfolio
Mortgage Loan (filed as Exhibit 34.15 to the Original 10-K under Commission File
No. 333-193376-15 and incorporated by reference herein)
35
Servicer compliance statements.
35.1
Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer
(filed as Exhibit 35.1 to the Original 10-K under Commission File No.
333-193376-15 and incorporated by reference herein)
35.2
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer (filed as Exhibit 35.1 to the Original 10-K under Commission File No.
333-193376-15 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. 333-193376-15 and
incorporated by reference herein)
35.4
KeyBank
National Association, as Primary Servicer (filed as Exhibit 35.4 to the
Original 10-K under Commission File No. 333-193376-15 and incorporated by
reference herein)
35.5
Berkeley
Point Capital LLC, as Primary Servicer (filed as Exhibit 35.5 to the Original
10-K under Commission File No. 333-193376-15 and incorporated by reference
herein)
35.6
Wells
Fargo Bank, National Association, as Primary Servicer of the Gateway Center
Phase II Mortgage Loan (filed as Exhibit 35.6 to the Original 10-K under
Commission File No. 333-193376-15 and incorporated by reference herein)
35.7
Torchlight
Loan Services, LLC, as Special Servicer of the Gateway Center Phase II Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
35.8
Wells
Fargo Bank, National Association, as Certificate Administrator of the Gateway
Center Phase II Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under
Commission File No. 333-193376-15 and incorporated by reference herein)
35.9
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the One Memorial Mortgage Loan (filed as Exhibit 35.1 to the
Original 10-K under Commission File No. 333-193376-15 and incorporated by
reference herein)
35.10
LNR
Partners, LLC, as Special Servicer of the One Memorial Mortgage Loan (filed as
Exhibit 35.10 to the Original 10-K under Commission File No. 333-193376-15 and
incorporated by reference herein)
35.11
Wells
Fargo Bank, National Association, as Certificate Administrator of the One
Memorial Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under
Commission File No. 333-193376-15 and incorporated by reference herein)
35.12
Wells
Fargo Bank, National Association, as Primary Servicer of the Walgreens
Portfolio Mortgage Loan (filed as Exhibit 35.12 to the Original 10-K under
Commission File No. 333-193376-15 and incorporated by reference herein)
35.13
Rialto
Capital Advisors, LLC, as Special Servicer of the Walgreens Portfolio Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
35.14
Wells
Fargo Bank, National Association, as Certificate Administrator of the Walgreens
Portfolio Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under
Commission File No. 333-193376-15 and incorporated by reference herein)
99.1
Mortgage
Loan Purchase Agreement, dated as of January 26, 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 April 1, 2015 under Commission File No. 333-193376-15 and
incorporated by reference herein)
99.2
Mortgage
Loan Purchase Agreement, dated as of January 26, 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 99.2 to
the registrant’s Current Report on Form 8-K/A filed on April 1, 2015 under
Commission File No. 333-193376-15 and incorporated by reference herein)
99.3
Mortgage
Loan Purchase Agreement, dated as of January 26, 2015, between Deutsche
Mortgage & Asset Receiving Corporation and Cantor Commercial Real Estate
Lending, L.P. (filed as Exhibit 99.3 to the registrant’s Current Report on Form
8-K/A filed on April 1, 2015 under Commission File No. 333-193376-15 and
incorporated by reference herein)
99.4
Mortgage
Loan Purchase Agreement, dated as of January 26, 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 April 1, 2015 under Commission File No. 333-193376-15 and incorporated by
reference herein)
99.5
Primary
Servicing Agreement, dated as of February 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 February 3, 2015 under Commission File No. 333-193376-15 and
incorporated by reference herein)
99.6
Primary
Servicing Agreement, dated as of February 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 February 3, 2015 under Commission File No. 333-193376-15 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: July 20, 2018
Natalie Grainger, Director
Date: July 20, 2018