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: 333-206705-01
Central Index Key Number of the issuing entity:
0001663239
COMM 2016-CCRE28 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: 0001555524
LoanCore Capital Markets LLC
(exact name of the sponsor as specified in its charter)
(formerly known as Jefferies LoanCore LLC)
Central Index Key Number of the sponsor: 0001541468
Ladder Capital Finance 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)
|
38-3984705
38-3984706
38-7145079
(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 33.65 as a replacement of the report on assessment of
compliance with servicing criteria filed as Exhibit 33.65 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 33.65 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.
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, custodian and trustee, CWCapital Asset Management
LLC, as special servicer, 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 December 1, 2017, a complaint against CWCapital Asset
Management LLC (“CWCAM”) and others was filed in the United States District
Court for the Southern District of New York styled as CWCapital Cobalt Vr Ltd.
v. CWCapital Investments LLC, et al., No. 17-cv-9463. The gravamen of the
complaint alleges breaches of a contract and fiduciary duties by CWCAM’s
affiliate, CWCapital Investments LLC in its capacity as collateral manager for
the collateralized debt obligation transaction involving CWCapital Cobalt Vr
Ltd. In total, there are fourteen (14) counts pled in the complaint. Of those
14, five (5) claims are asserted against CWCAM for aiding and abetting breach
of fiduciary duty, conversion, and unjust enrichment. CWCAM denies the claims
and intends to vigorously defend itself against these claims.
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 the prospectus of the Registrant relating to the issuing entity
filed on February 10, 2016 pursuant to Rule 424(b)(2).
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 Equity Inns Portfolio Mortgage
Loan and the Harvey Building Products Portfolio Mortgage Loan, which are being
serviced and administered pursuant to the pooling and servicing agreement for
the COMM 2015-LC23 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-LC23 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
2015-LC23 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 32 Avenue of the Americas
Mortgage Loan, which is being serviced and administered pursuant to the pooling
and servicing agreement for the JPMBB 2015-C33 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-C33 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 JPMBB
2015-C33 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 Element LA Mortgage Loan, which
is being serviced and administered pursuant to the pooling and servicing
agreement for the CFCRE 2016-C3 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 CFCRE 2016-C3 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 CFCRE 2016-C3
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 FedEx Brooklyn Mortgage Loan,
which is being serviced and administered pursuant to the pooling and servicing
agreement for the CSAIL 2016-C5 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 CSAIL 2016-C5 Transaction incorporated by reference
as Exhibit 4.5 to this Annual Report on Form 10-K is a chart identifying the
entities participating in a servicing function for the CSAIL 2016-C5
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, 2016, 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, Wells Fargo Bank, National Association, as Certificate
Administrator, Paying Agent and Custodian, and Park Bridge Lender Services LLC,
as Operating Advisor and Asset Representations Reviewer (filed as Exhibit 4.1
to the registrant’s Current Report on Form 8-K/A filed on March 31, 2016 under
Commission File No. 333-206705-01 and incorporated by reference herein).
4.2
Pooling
and Servicing Agreement, dated as of November 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 4.4
to the registrant’s Current Report on Form 8-K filed on February 10, 2016 under
Commission File No. 333-206705-01 and incorporated by reference herein).
4.3
Pooling
and Servicing Agreement, dated as of November 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 4.2 to
the registrant’s Current Report on Form 8-K filed on February 10, 2016 under
Commission File No. 333-206705-01 and incorporated by reference herein).
4.4
Pooling
and Servicing Agreement, dated as of January 1, 2016, by and among CCRE
Commercial Mortgage Securities, L.P., as Depositor, Wells Fargo 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 Park Bridge Lender Services LLC, as Operating Advisor and Asset
Representations Reviewer (filed as Exhibit 4.1 to the registrant’s Current
Report on Form 8-K/A filed on February 19, 2016 under Commission File No.
333-206705-01 and incorporated by reference herein).
4.5
Pooling
and Servicing Agreement, dated as of February 1, 2016, by and among Credit
Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and Asset
Representations Reviewer (filed as Exhibit 4.2 to the registrant’s Current
Report on Form 8-K/A filed on March 31, 2016 under Commission File No.
333-206705-01 and incorporated by reference herein).
4.6
Co-Lender
Agreement, dated as of February 10, 2016, between German American Capital
Corporation, as Note A-1 Holder, and German American Capital Corporation, as
Note A-2 Holder (filed as Exhibit 4.6 to the registrant’s Current Report on
Form 8-K filed on February 10, 2016 under Commission File No. 333-206705-01 and
incorporated by reference herein).
4.7
Co-Lender
Agreement, dated as of January 28, 2016, between Cantor Commercial Real Estate
Lending, L.P., as Note A-1 Holder, Cantor Commercial Real Estate Lending, L.P.,
as Note A-2 Holder, Cantor Commercial Real Estate Lending, L.P., as Note A-3
Holder and Cantor Commercial Real Estate Lending, L.P., as Note A-4 Holder
(filed as Exhibit 4.7 to the registrant’s Current Report on Form 8-K filed on
February 10, 2016 under Commission File No. 333-206705-01 and incorporated by
reference herein).
4.8
Co-Lender
Agreement, dated as of December 4, 2015, between Jefferies LoanCore LLC, as Note
A-1 Holder, and Jefferies LoanCore LLC, as Note A-2 Holder (filed as Exhibit
4.8 to the registrant’s Current Report on Form 8-K filed on February 10, 2016
under Commission File No. 333-206705-01 and incorporated by reference herein).
4.9
Co-Lender
Agreement, dated as of February 10, 2016, between Cantor Commercial Real Estate
Lending, L.P., as Note A-1 Holder, and Cantor Commercial Real Estate Lending,
L.P., as Note A-2 Holder (filed as Exhibit 4.10 to the registrant’s Current
Report on Form 8-K filed on February 10, 2016 under Commission File No.
333-206705-01 and incorporated by reference herein).
4.10
Co-lender
Agreement, dated as of January 8, 2016, by and among Wilmington Trust, National
Association, as Trustee for the benefit of the Holders of COMM 2015-LC23
Mortgage Trust Commercial Mortgage Pass-Through Certificates, as the Note A-1-A
Holder, Ladder Capital Finance III LLC – Series 97 – Equity inns Portfolio, as
the Note A-1-B Holder, Ladder Capital Finance III LLC – Series 97 – Equity inns
Portfolio, as the Note A-2-A1 Holder, Ladder Capital Finance III LLC – Series
97 – Equity inns Portfolio, as the Note A-2-A2 Holder, Ladder Capital Finance
III LLC – Series 97 – Equity inns Portfolio, as the Note A-2-B Holder, Ladder
Capital Finance III LLC – Series 97 – Equity inns Portfolio, as the Note A-3
Holder, Wilmington Trust, National Association, as Trustee for the benefit of
the Holders of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, as the Note A-4-A Holder, German American Capital Corporation, as
the Note A-4-B Holder, German American Capital Corporation, as the Note A-5-A
Holder, German American Capital Corporation, as the Note A-5-B Holder, and
German American Capital Corporation, as the Note A-6 Holder (filed as Exhibit
4.12 to the registrant’s Current Report on Form 8-K filed on February 10, 2016
under Commission File No. 333-206705-01 and incorporated by reference herein).
4.11
Co-Lender
Agreement, dated as of November 17, 2015, between Ladder Capital Finance III
LLC – Series 98 - Harvey Portfolio, as Note A-1 Holder, Ladder Capital Finance
III LLC – Series 98 - Harvey Portfolio, as Note A-2A Holder, Ladder Capital
Finance III LLC – Series 98 - Harvey Portfolio, as Note A-2B Holder, and Ladder
Capital Finance III LLC – Series 98 - Harvey Portfolio, as Note A-3 Holder
(filed as Exhibit 4.13 to the registrant’s Current Report on Form 8-K filed on
February 10, 2016 under Commission File No. 333-206705-01 and incorporated by
reference herein).
4.12
Co-Lender
Agreement, dated as of November 17, 2015, between JPMorgan Chase Bank, National
Association, as Initial Note A-1 Holder, JPMorgan Chase Bank, National
Association, as Initial Note A-2 Holder, JPMorgan Chase Bank, National
Association, as Initial Note A-3 Holder, German American Capital Corporation,
as Initial Note A-4 Holder, and German American Capital Corporation, as Initial
Note A-5 Holder (filed as Exhibit 4.9 to the registrant’s Current Report on
Form 8-K filed on February 10, 2016 under Commission File No. 333-206705-01 and
incorporated by reference herein).
4.13
Co-Lender
Agreement, dated as of October 9, 2015, between Cantor Commercial Real Estate
Lending, L.P., as Note A-1A Holder, Cantor Commercial Real Estate Lending, L.P.,
as Note A-1B Holder, Goldman Sachs Mortgage Company, as Note A-2A Holder, and
Goldman Sachs Mortgage Company, as Note A-2B Holder (filed as Exhibit 4.14 to
the registrant’s Current Report on Form 8-K filed on February 10, 2016 under
Commission File No. 333-206705-01 and incorporated by reference herein).
4.14
Co-Lender
Agreement, dated as of February 9, 2016, between Jefferies LoanCore LLC, as
Note A-1 Holder, and Jefferies LoanCore LLC, as Note A-2 Holder (filed as
Exhibit 4.11 to the registrant’s Current Report on Form 8-K filed on February
10, 2016 under Commission File No. 333-206705-01 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. 333-206705-01 and incorporated by
reference herein)
33.2
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer (filed as Exhibit 33.2 to the Original 10-K under Commission File No.
333-206705-01 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. 333-206705-01 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. 333-206705-01 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. 333-206705-01 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. 333-206705-01
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. 333-206705-01 and incorporated by
reference herein)
33.9
Wells
Fargo Bank, National Association, as Primary Servicer of the Santa Monica
Multifamily Portfolio Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
33.10
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as
Exhibit 33.2 to the Original 10-K under Commission File No. 333-206705-01 and
incorporated by reference herein)
33.11
Wilmington
Trust, National Association, as Trustee of the Santa Monica Multifamily
Portfolio Mortgage Loan (Omitted. See Explanatory Notes to the Original
10-K.)
33.12
Wells
Fargo Bank, National Association, as Certificate Administrator of the Santa
Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 33.4 to the
Original 10-K under Commission File No. 333-206705-01 and incorporated by
reference herein)
33.13
Wells
Fargo Bank, National Association, as Custodian of the Santa Monica Multifamily
Portfolio Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
33.14
Park
Bridge Lender Services LLC, as Operating Advisor of the Santa Monica
Multifamily Portfolio Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
33.15
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Santa Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 33.7 to the
Original 10-K under Commission File No. 333-206705-01 and incorporated by
reference herein)
33.16
National
Tax Search, LLC, as Servicing Function Participant of the Santa Monica
Multifamily Portfolio Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
33.17
Wells
Fargo Bank, National Association, as Primary Servicer of the AG Life Time
Fitness Portfolio Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
33.18
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit
33.2 to the Original 10-K under Commission File No. 333-206705-01 and
incorporated by reference herein)
33.19
Wilmington
Trust, National Association, as Trustee of the AG Life Time Fitness Portfolio
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.20
Wells
Fargo Bank, National Association, as Certificate Administrator of the AG Life
Time Fitness Portfolio Mortgage Loan (filed as Exhibit 33.4 to the Original
10-K under Commission File No. 333-206705-01 and incorporated by reference
herein)
33.21
Wells
Fargo Bank, National Association, as Custodian of the AG Life Time Fitness
Portfolio Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
33.22
Park
Bridge Lender Services LLC, as Operating Advisor of the AG Life Time Fitness
Portfolio Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
33.23
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit 33.7 to the
Original 10-K under Commission File No. 333-206705-01 and incorporated by
reference herein)
33.24
National
Tax Search, LLC, as Servicing Function Participant of the AG Life Time Fitness
Portfolio Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
33.25
Wells
Fargo Bank, National Association, as Primary Servicer of the Promenade Gateway
Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under Commission File
No. 333-206705-01 and incorporated by reference herein)
33.26
Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer
of the Promenade Gateway Mortgage Loan (filed as Exhibit 33.2 to the Original
10-K under Commission File No. 333-206705-01 and incorporated by reference
herein)
33.27
Wilmington
Trust, National Association, as Trustee of the Promenade Gateway Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.28
Wells
Fargo Bank, National Association, as Certificate Administrator of the Promenade
Gateway Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
33.29
Wells
Fargo Bank, National Association, as Custodian of the Promenade Gateway
Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File
No. 333-206705-01 and incorporated by reference herein)
33.30
Park
Bridge Lender Services LLC, as Operating Advisor of the Promenade Gateway
Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File
No. 333-206705-01 and incorporated by reference herein)
33.31
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Promenade Gateway Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
33.32
National
Tax Search, LLC, as Servicing Function Participant of the Promenade Gateway
Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under Commission File
No. 333-206705-01 and incorporated by reference herein)
33.33
Wells
Fargo Bank, National Association, as Primary Servicer of the Hyatt Regency St.
Louis at The Arch Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
33.34
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as
Exhibit 33.2 to the Original 10-K under Commission File No. 333-206705-01 and
incorporated by reference herein)
33.35
Wilmington
Trust, National Association, as Trustee of the Hyatt Regency St. Louis at The
Arch Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.36
Wells
Fargo Bank, National Association, as Certificate Administrator of the Hyatt
Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 33.4 to the
Original 10-K under Commission File No. 333-206705-01 and incorporated by
reference herein)
33.37
Wells
Fargo Bank, National Association, as Custodian of the Hyatt Regency St. Louis
at The Arch Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
33.38
Park
Bridge Lender Services LLC, as Operating Advisor of the Hyatt Regency St. Louis
at The Arch Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
33.39
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 33.7 to the
Original 10-K under Commission File No. 333-206705-01 and incorporated by
reference herein)
33.40
National
Tax Search, LLC, as Servicing Function Participant of the Hyatt Regency St.
Louis at The Arch Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
33.41
Wells
Fargo Bank, National Association, as Primary Servicer of the Equity Inns
Portfolio Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
33.42
LNR
Partners, LLC, as Special Servicer of the Equity Inns Portfolio Mortgage Loan
(filed as Exhibit 33.42 to the Original 10-K under Commission File No.
333-206705-01 and incorporated by reference herein)
33.43
Wilmington
Trust, National Association, as Trustee of the Equity Inns Portfolio Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.44
Wells
Fargo Bank, National Association, as Certificate Administrator of the Equity
Inns Portfolio Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
33.45
Wells
Fargo Bank, National Association, as Custodian of the Equity Inns Portfolio
Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File
No. 333-206705-01 and incorporated by reference herein)
33.46
Park
Bridge Lender Services LLC, as Operating Advisor of the Equity Inns Portfolio
Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File
No. 333-206705-01 and incorporated by reference herein)
33.47
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Equity Inns Portfolio Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
33.48
National
Tax Search, LLC, as Servicing Function Participant of the Equity Inns Portfolio
Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under Commission File
No. 333-206705-01 and incorporated by reference herein)
33.49
Wells
Fargo Bank, National Association, as Primary Servicer of the Harvey Building
Products Portfolio Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
33.50
LNR
Partners, LLC, as Special Servicer of the Harvey Building Products Portfolio
Mortgage Loan (filed as Exhibit 33.42 to the Original 10-K under Commission
File No. 333-206705-01 and incorporated by reference herein)
33.51
Wilmington
Trust, National Association, as Trustee of the Harvey Building Products
Portfolio Mortgage Loan (Omitted. See Explanatory Notes to the Original
10-K.)
33.52
Wells
Fargo Bank, National Association, as Certificate Administrator of the Harvey
Building Products Portfolio Mortgage Loan (filed as Exhibit 33.4 to the
Original 10-K under Commission File No. 333-206705-01 and incorporated by
reference herein)
33.53
Wells
Fargo Bank, National Association, as Custodian of the Harvey Building Products
Portfolio Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
33.54
Park
Bridge Lender Services LLC, as Operating Advisor of the Harvey Building
Products Portfolio Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
33.55
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Harvey Building Products Portfolio Mortgage Loan (filed as Exhibit 33.7 to the
Original 10-K under Commission File No. 333-206705-01 and incorporated by
reference herein)
33.56
National
Tax Search, LLC, as Servicing Function Participant of the Harvey Building
Products Portfolio Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
33.57
Wells
Fargo Bank, National Association, as Primary Servicer of the 32 Avenue of the
Americas Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
33.58
Torchlight
Loan Services, LLC, as Special Servicer of the 32 Avenue of the Americas
Mortgage Loan (filed as Exhibit 33.58 to the Original 10-K under Commission
File No. 333-206705-01 and incorporated by reference herein)
33.59
Wilmington
Trust, National Association, as Trustee of the 32 Avenue of the Americas
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.60
Wells
Fargo Bank, National Association, as Certificate Administrator of the 32 Avenue
of the Americas Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
33.61
Wells
Fargo Bank, National Association, as Custodian of the 32 Avenue of the Americas
Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File
No. 333-206705-01 and incorporated by reference herein)
33.62
Pentalpha
Surveillance LLC, as Senior Trust Advisor of the 32 Avenue of the Americas
Mortgage Loan (filed as Exhibit 33.62 to the Original 10-K under Commission
File No. 333-206705-01 and incorporated by reference herein)
33.63
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
32 Avenue of the Americas Mortgage Loan (filed as Exhibit 33.7 to the Original
10-K under Commission File No. 333-206705-01 and incorporated by reference
herein)
33.64
National
Tax Search, LLC, as Servicing Function Participant of the 32 Avenue of the
Americas Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
33.65
Berkeley Point Capital LLC, as Primary Servicer of
the Element LA Mortgage Loan
33.66
CWCapital
Asset Management LLC, as Special Servicer of the Element LA Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.67
Wilmington
Trust, National Association, as Trustee of the Element LA Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.68
Wells
Fargo Bank, National Association, as Certificate Administrator of the Element
LA Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under Commission
File No. 333-206705-01 and incorporated by reference herein)
33.69
Wells
Fargo Bank, National Association, as Custodian of the Element LA Mortgage Loan
(filed as Exhibit 33.5 to the Original 10-K under Commission File No.
333-206705-01 and incorporated by reference herein)
33.70
Park
Bridge Lender Services LLC, as Operating Advisor of the Element LA Mortgage
Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File No.
333-206705-01 and incorporated by reference herein)
33.71
KeyBank
National Association, as Primary Servicer of the FedEx Brooklyn Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.72
Rialto
Capital Advisors, LLC, as Special Servicer of the FedEx Brooklyn Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.73
Wells
Fargo Bank, National Association, as Trustee and Certificate Administrator of
the FedEx Brooklyn Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
33.74
Wells
Fargo Bank, National Association, as Custodian of the FedEx Brooklyn Mortgage
Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File No.
333-206705-01 and incorporated by reference herein)
33.75
Pentalpha
Surveillance LLC, as Operating Advisor of the FedEx Brooklyn Mortgage Loan
(filed as Exhibit 33.62 to the Original 10-K under Commission File No.
333-206705-01 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. 333-206705-01 and incorporated by
reference herein)
34.2
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer (filed as Exhibit 34.2 to the Original 10-K under Commission File No.
333-206705-01 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. 333-206705-01 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. 333-206705-01 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. 333-206705-01 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. 333-206705-01
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. 333-206705-01 and incorporated by
reference herein)
34.9
Wells
Fargo Bank, National Association, as Primary Servicer of the Santa Monica
Multifamily Portfolio Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
34.10
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as
Exhibit 34.2 to the Original 10-K under Commission File No. 333-206705-01 and
incorporated by reference herein)
34.11
Wilmington
Trust, National Association, as Trustee of the Santa Monica Multifamily
Portfolio Mortgage Loan (Omitted. See Explanatory Notes to the Original
10-K.)
34.12
Wells
Fargo Bank, National Association, as Certificate Administrator of the Santa
Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 34.4 to the
Original 10-K under Commission File No. 333-206705-01 and incorporated by
reference herein)
34.13
Wells
Fargo Bank, National Association, as Custodian of the Santa Monica Multifamily
Portfolio Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
34.14
Park
Bridge Lender Services LLC, as Operating Advisor of the Santa Monica
Multifamily Portfolio Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
34.15
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Santa Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 34.7 to the
Original 10-K under Commission File No. 333-206705-01 and incorporated by
reference herein)
34.16
National
Tax Search, LLC, as Servicing Function Participant of the Santa Monica
Multifamily Portfolio Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
34.17
Wells
Fargo Bank, National Association, as Primary Servicer of the AG Life Time
Fitness Portfolio Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
34.18
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit
34.2 to the Original 10-K under Commission File No. 333-206705-01 and
incorporated by reference herein)
34.19
Wilmington
Trust, National Association, as Trustee of the AG Life Time Fitness Portfolio
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.20
Wells
Fargo Bank, National Association, as Certificate Administrator of the AG Life
Time Fitness Portfolio Mortgage Loan (filed as Exhibit 34.4 to the Original
10-K under Commission File No. 333-206705-01 and incorporated by reference
herein)
34.21
Wells
Fargo Bank, National Association, as Custodian of the AG Life Time Fitness
Portfolio Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
34.22
Park
Bridge Lender Services LLC, as Operating Advisor of the AG Life Time Fitness
Portfolio Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
34.23
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit 34.7 to the
Original 10-K under Commission File No. 333-206705-01 and incorporated by
reference herein)
34.24
National
Tax Search, LLC, as Servicing Function Participant of the AG Life Time Fitness
Portfolio Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
34.25
Wells
Fargo Bank, National Association, as Primary Servicer of the Promenade Gateway
Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under Commission File
No. 333-206705-01 and incorporated by reference herein)
34.26
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the Promenade Gateway Mortgage Loan (filed as Exhibit 34.2 to the
Original 10-K under Commission File No. 333-206705-01 and incorporated by
reference herein)
34.27
Wilmington
Trust, National Association, as Trustee of the Promenade Gateway Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.28
Wells
Fargo Bank, National Association, as Certificate Administrator of the Promenade
Gateway Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
34.29
Wells
Fargo Bank, National Association, as Custodian of the Promenade Gateway
Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File
No. 333-206705-01 and incorporated by reference herein)
34.30
Park
Bridge Lender Services LLC, as Operating Advisor of the Promenade Gateway Mortgage
Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File No.
333-206705-01 and incorporated by reference herein)
34.31
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Promenade Gateway Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
34.32
National
Tax Search, LLC, as Servicing Function Participant of the Promenade Gateway
Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under Commission File
No. 333-206705-01 and incorporated by reference herein)
34.33
Wells
Fargo Bank, National Association, as Primary Servicer of the Hyatt Regency St.
Louis at The Arch Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
34.34
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as
Exhibit 34.2 to the Original 10-K under Commission File No. 333-206705-01 and
incorporated by reference herein)
34.35
Wilmington
Trust, National Association, as Trustee of the Hyatt Regency St. Louis at The
Arch Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.36
Wells
Fargo Bank, National Association, as Certificate Administrator of the Hyatt
Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 34.4 to the
Original 10-K under Commission File No. 333-206705-01 and incorporated by
reference herein)
34.37
Wells
Fargo Bank, National Association, as Custodian of the Hyatt Regency St. Louis
at The Arch Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
34.38
Park
Bridge Lender Services LLC, as Operating Advisor of the Hyatt Regency St. Louis
at The Arch Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K under Commission
File No. 333-206705-01 and incorporated by reference herein)
34.39
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 34.7 to the
Original 10-K under Commission File No. 333-206705-01 and incorporated by
reference herein)
34.40
National
Tax Search, LLC, as Servicing Function Participant of the Hyatt Regency St.
Louis at The Arch Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
34.41
Wells
Fargo Bank, National Association, as Primary Servicer of the Equity Inns
Portfolio Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
34.42
LNR
Partners, LLC, as Special Servicer of the Equity Inns Portfolio Mortgage Loan
(filed as Exhibit 34.42 to the Original 10-K under Commission File No.
333-206705-01 and incorporated by reference herein)
34.43
Wilmington
Trust, National Association, as Trustee of the Equity Inns Portfolio Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.44
Wells
Fargo Bank, National Association, as Certificate Administrator of the Equity
Inns Portfolio Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
34.45
Wells
Fargo Bank, National Association, as Custodian of the Equity Inns Portfolio
Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File
No. 333-206705-01 and incorporated by reference herein)
34.46
Park
Bridge Lender Services LLC, as Operating Advisor of the Equity Inns Portfolio
Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File
No. 333-206705-01 and incorporated by reference herein)
34.47
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Equity Inns Portfolio Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
34.48
National
Tax Search, LLC, as Servicing Function Participant of the Equity Inns Portfolio
Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under Commission File
No. 333-206705-01 and incorporated by reference herein)
34.49
Wells
Fargo Bank, National Association, as Primary Servicer of the Harvey Building
Products Portfolio Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
34.50
LNR
Partners, LLC, as Special Servicer of the Harvey Building Products Portfolio
Mortgage Loan (filed as Exhibit 34.42 to the Original 10-K under Commission
File No. 333-206705-01 and incorporated by reference herein)
34.51
Wilmington
Trust, National Association, as Trustee of the Harvey Building Products Portfolio
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.52
Wells
Fargo Bank, National Association, as Certificate Administrator of the Harvey
Building Products Portfolio Mortgage Loan (filed as Exhibit 34.4 to the
Original 10-K under Commission File No. 333-206705-01 and incorporated by
reference herein)
34.53
Wells
Fargo Bank, National Association, as Custodian of the Harvey Building Products
Portfolio Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
34.54
Park
Bridge Lender Services LLC, as Operating Advisor of the Harvey Building
Products Portfolio Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
34.55
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Harvey Building Products Portfolio Mortgage Loan (filed as Exhibit 34.7 to the
Original 10-K under Commission File No. 333-206705-01 and incorporated by
reference herein)
34.56
National
Tax Search, LLC, as Servicing Function Participant of the Harvey Building
Products Portfolio Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
34.57
Wells
Fargo Bank, National Association, as Primary Servicer of the 32 Avenue of the
Americas Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
34.58
Torchlight
Loan Services, LLC, as Special Servicer of the 32 Avenue of the Americas
Mortgage Loan (filed as Exhibit 34.58 to the Original 10-K under Commission
File No. 333-206705-01 and incorporated by reference herein)
34.59
Wilmington
Trust, National Association, as Trustee of the 32 Avenue of the Americas
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.60
Wells
Fargo Bank, National Association, as Certificate Administrator of the 32 Avenue
of the Americas Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
34.61
Wells
Fargo Bank, National Association, as Custodian of the 32 Avenue of the Americas
Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File
No. 333-206705-01 and incorporated by reference herein)
34.62
Pentalpha
Surveillance LLC, as Senior Trust Advisor of the 32 Avenue of the Americas
Mortgage Loan (filed as Exhibit 34.62 to the Original 10-K under Commission
File No. 333-206705-01 and incorporated by reference herein)
34.63
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
32 Avenue of the Americas Mortgage Loan (filed as Exhibit 34.7 to the Original
10-K under Commission File No. 333-206705-01 and incorporated by reference
herein)
34.64
National
Tax Search, LLC, as Servicing Function Participant of the 32 Avenue of the
Americas Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
34.65
Berkeley
Point Capital LLC, as Primary Servicer of the Element LA Mortgage Loan (filed
as Exhibit 34.65 to the Original 10-K under Commission File No. 333-206705-01
and incorporated by reference herein)
34.66
CWCapital
Asset Management LLC, as Special Servicer of the Element LA Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.67
Wilmington
Trust, National Association, as Trustee of the Element LA Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.68
Wells
Fargo Bank, National Association, as Certificate Administrator of the Element
LA Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under Commission
File No. 333-206705-01 and incorporated by reference herein)
34.69
Wells
Fargo Bank, National Association, as Custodian of the Element LA Mortgage Loan
(filed as Exhibit 34.5 to the Original 10-K under Commission File No.
333-206705-01 and incorporated by reference herein)
34.70
Park
Bridge Lender Services LLC, as Operating Advisor of the Element LA Mortgage
Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File No.
333-206705-01 and incorporated by reference herein)
34.71
KeyBank
National Association, as Primary Servicer of the FedEx Brooklyn Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.72
Rialto
Capital Advisors, LLC, as Special Servicer of the FedEx Brooklyn Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.73
Wells
Fargo Bank, National Association, as Trustee and Certificate Administrator of
the FedEx Brooklyn Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
34.74
Wells
Fargo Bank, National Association, as Custodian of the FedEx Brooklyn Mortgage
Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File No.
333-206705-01 and incorporated by reference herein)
34.75
Pentalpha
Surveillance LLC, as Operating Advisor of the FedEx Brooklyn Mortgage Loan
(filed as Exhibit 34.62 to the Original 10-K under Commission File No.
333-206705-01 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. 333-206705-01 and incorporated by
reference herein)
35.2
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer (filed as Exhibit 35.2 to the Original 10-K under Commission File No.
333-206705-01 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. 333-206705-01 and
incorporated by reference herein)
35.4
Wells
Fargo Bank, National Association, as Primary Servicer of the Santa Monica
Multifamily Portfolio Mortgage Loan (filed as Exhibit 35.1 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
35.5
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as
Exhibit 35.2 to the Original 10-K under Commission File No. 333-206705-01 and
incorporated by reference herein)
35.6
Wells
Fargo Bank, National Association, as Certificate Administrator of the Santa
Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 35.3 to the
Original 10-K under Commission File No. 333-206705-01 and incorporated by
reference herein)
35.7
Wells
Fargo Bank, National Association, as Primary Servicer of the AG Life Time
Fitness Portfolio Mortgage Loan (filed as Exhibit 35.1 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
35.8
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit
35.2 to the Original 10-K under Commission File No. 333-206705-01 and
incorporated by reference herein)
35.9
Wells
Fargo Bank, National Association, as Certificate Administrator of the AG Life
Time Fitness Portfolio Mortgage Loan (filed as Exhibit 35.3 to the Original
10-K under Commission File No. 333-206705-01 and incorporated by reference
herein)
35.10
Wells
Fargo Bank, National Association, as Primary Servicer of the Promenade Gateway
Mortgage Loan (filed as Exhibit 35.1 to the Original 10-K under Commission File
No. 333-206705-01 and incorporated by reference herein)
35.11
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the Promenade Gateway Mortgage Loan (filed as Exhibit 35.2 to the
Original 10-K under Commission File No. 333-206705-01 and incorporated by
reference herein)
35.12
Wells
Fargo Bank, National Association, as Certificate Administrator of the Promenade
Gateway Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
35.13
Wells
Fargo Bank, National Association, as Primary Servicer of the Hyatt Regency St.
Louis at The Arch Mortgage Loan (filed as Exhibit 35.1 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
35.14
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit
35.2 to the Original 10-K under Commission File No. 333-206705-01 and
incorporated by reference herein)
35.15
Wells
Fargo Bank, National Association, as Certificate Administrator of the Hyatt
Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 35.3 to the
Original 10-K under Commission File No. 333-206705-01 and incorporated by
reference herein)
35.16
Wells
Fargo Bank, National Association, as Primary Servicer of the Equity Inns
Portfolio Mortgage Loan (filed as Exhibit 35.16 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
35.17
LNR
Partners, LLC, as Special Servicer of the Equity Inns Portfolio Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
35.18
Wells
Fargo Bank, National Association, as Certificate Administrator of the Equity
Inns Portfolio Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
35.19
Wells
Fargo Bank, National Association, as Primary Servicer of the Harvey Building
Products Portfolio Mortgage Loan (filed as Exhibit 35.16 to the Original 10-K
under Commission File No. 333-206705-01 and incorporated by reference herein)
35.20
LNR
Partners, LLC, as Special Servicer of the Harvey Building Products Portfolio
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
35.21
Wells
Fargo Bank, National Association, as Certificate Administrator of the Harvey
Building Products Portfolio Mortgage Loan (filed as Exhibit 35.3 to the Original
10-K under Commission File No. 333-206705-01 and incorporated by reference
herein)
35.22
Wells
Fargo Bank, National Association, as Primary Servicer of the 32 Avenue of the
Americas Mortgage Loan (filed as Exhibit 35.22 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
35.23
Torchlight
Loan Services, LLC, as Special Servicer of the 32 Avenue of the Americas
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
35.24
Wells
Fargo Bank, National Association, as Certificate Administrator of the 32 Avenue
of the Americas Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
35.25
Berkeley
Point Capital LLC, as Primary Servicer of the Element LA Mortgage Loan (filed
as Exhibit 35.25 to the Original 10-K under Commission File No. 333-206705-01
and incorporated by reference herein)
35.26
CWCapital
Asset Management LLC, as Special Servicer of the Element LA Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
35.27
Wells
Fargo Bank, National Association, as Certificate Administrator of the Element
LA Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under Commission
File No. 333-206705-01 and incorporated by reference herein)
35.28
KeyBank
National Association, as Primary Servicer of the FedEx Brooklyn Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
35.29
Rialto
Capital Advisors, LLC, as Special Servicer of the FedEx Brooklyn Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
35.30
Wells
Fargo Bank, National Association, as Certificate Administrator of the FedEx
Brooklyn Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under
Commission File No. 333-206705-01 and incorporated by reference herein)
99.1
Mortgage
Loan Purchase Agreement, dated as of January 27, 2016, 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 March 31, 2016 under Commission File No. 333-206705-01 and incorporated by
reference herein)
99.2
Mortgage
Loan Purchase Agreement, dated as of January 27, 2016, 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 March 31, 2016 under Commission File No. 333-206705-01 and
incorporated by reference herein)
99.3
Mortgage
Loan Purchase Agreement, dated as of January 27, 2016, between Deutsche
Mortgage & Asset Receiving Corporation and Jefferies LoanCore LLC (filed as
Exhibit 99.3 to the registrant’s Current Report on Form 8-K/A filed on March
31, 2016 under Commission File No. 333-206705-01 and incorporated by reference
herein)
99.4
Mortgage
Loan Purchase Agreement, dated as of January 27, 2016, 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 99.4 to
the registrant’s Current Report on Form 8-K/A filed on March 31, 2016 under
Commission File No. 333-206705-01 and incorporated by reference herein)
99.5
Primary
Servicing Agreement, dated as of January 1, 2016, 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 February 10, 2016 under
Commission File No. 333-206705-01 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
