UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
or
o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number of the issuing entity: 333-207567-01
Central Index Key Number of the issuing entity:
0001661589
CFCRE 2016-C3 Mortgage Trust
(exact name of the issuing entity as specified in its
charter)
Central Index Key Number of the depositor: 0001515166
CCRE Commercial Mortgage
Securities, L.P.
(exact name of the depositor 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: 0001238163
Société Générale
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001555501
Liberty Island Group I 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)
|
38-3984678
38-3984679
(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) 915-1700
Securities registered pursuant to Section 12(b) of the
Act: None.
Securities registered pursuant to Section 12(g) of the
Act: None.
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes ⌧
No
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes ⌧
No
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. ⌧ Yes o
No
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post
such files).
Not applicable.
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K.
Not applicable.
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, smaller
reporting company or an emerging growth company. See the definitions of “large
accelerated filer”, “accelerated filer”, “smaller reporting company”, and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated
filer o
Accelerated filer
o
Non-accelerated
filer ⌧ (Do not check if
a smaller reporting company)
Smaller reporting
company
o
Emerging growth
company
o
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
o
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act). o Yes ⌧ No
State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrant’s most
recently completed second fiscal quarter.
Not applicable.
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. o
Yes o
No
Not applicable.
Indicate the number of shares outstanding of each of the
registrant’s classes of common stock, as of the latest practicable date.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) Any annual report to security holders;
(2) Any proxy or information statement; and (3) Any prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents
should be clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 24, 1980).
Not applicable.
EXPLANATORY NOTES
The purpose of this Amendment No.
1 (the “Amendment”) to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2017 filed with the Securities and Exchange Commission
(the “Commission”) on March 28, 2018 (the “Original 10-K”) is to
file with the Commission a report on assessment of compliance with servicing
criteria of Berkeley Point Capital LLC, as primary servicer, as Exhibit 33.9 as
a replacement of the report on assessment of compliance with servicing criteria
filed as Exhibit 33.9 to the Original 10-K.
PART I
Item 1. Business.
Omitted.
Item 1A. Risk Factors.
Omitted.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
Omitted.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities.
Omitted.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure.
Omitted.
Item 9A. Controls and Procedures.
Omitted.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate
Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.
Omitted.
Item 13. Certain Relationships and Related
Transactions, and Director Independence.
Omitted.
Item 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor
Financial Information.
No single obligor represents 10% or more of the pool assets
held by the issuing entity.
Item 1114(b)(2) of Regulation AB, Significant Enhancement
Provider Financial Information.
No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this transaction as
described under Item 1114(a) of Regulation AB.
Item 1115(b) of Regulation AB, Certain Derivatives
Instruments (Financial Information).
No entity or group of affiliated entities provides any
derivative instruments or other support for the certificates within this
transaction as described under Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no material pending legal proceeding
involving the trust or any party related to the trust, other than routine
litigation incidental to the duties of those respective parties, and the
following, with respect to CWCapital Asset Management LLC, as special servicer,
Wells Fargo Bank, National Association, as certificate administrator, custodian
and trustee, Citibank N.A., as certificate administrator and custodian, and
U.S. Bank National Association, as trustee, certificate administrator and
custodian:
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 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.
Citibank, N.A. (“Citibank”) is acting as certificate
administrator and custodian of this CMBS transaction. In the ordinary
course of business, Citibank is involved in a number of legal proceedings,
including in connection with its role as trustee of certain RMBS
transactions. Certain of these Citibank as trustee-related matters are
disclosed herein.
On June 18, 2014, a civil action was filed against Citibank
in the Supreme Court of the State of New York by a group of investors in 48
private-label RMBS trusts for which Citibank allegedly serves or did serve as
trustee, asserting claims for purported violations of the Trust Indenture Act
of 1939 (the “Trust Indenture Act”), breach of contract, breach of fiduciary
duty and negligence based on Citibank’s alleged failure to perform its duties
as trustee for the 48 RMBS trusts. On November 24, 2014, plaintiffs
sought leave to withdraw this action. On the same day, a smaller subset
of similar plaintiff investors in 27 private-label RMBS trusts for which
Citibank allegedly serves or did serve as trustee, filed a new civil action
against Citibank in the United States District Court for the Southern District
of New York (“SDNY”) asserting similar claims as the prior action filed in
state court. In January 2015, the court closed plaintiffs’ original state
court action. On September 8, 2015, the federal court dismissed all
claims as to 24 of the 27 trusts and allowed certain of the claims to proceed
as to the other three trusts. Subsequently, plaintiffs voluntarily dismissed
all claims with respect to two of the three trusts. As to the one remaining
trust at issue, on April 7, 2017, Citibank filed a motion for summary judgment.
Plaintiffs filed its consolidated opposition brief and cross motion for partial
summary judgment on May 22, 2017. Briefing on those motions was completed
on August 4, 2017.
On November 24, 2015, the same investors that brought the
federal case brought a new civil action in the Supreme Court of the State of
New York related to 25 private-label RMBS trusts for which Citibank allegedly
serves or did serve as trustee. This case includes the 24 trusts
previously dismissed in the federal action, and one additional trust. The
investors assert claims for breach of contract, breach of fiduciary duty,
breach of duty to avoid conflicts of interest, and violation of New York’s
Streit Act (the “Streit Act”). Following oral argument on Citibank’s
motion to dismiss, Plaintiffs filed an amended complaint on August 5,
2016. On June 27, 2017, the state court issued a decision, dismissing the
Event of Default claims, mortgage-file-related claims, the fiduciary duty
claims, and the conflict of interest claims. The decision sustained
certain breach of contract claims including the claim alleging discovery of
breaches of representations and warranties, a claim related to robo-signing,
and the implied covenant of good faith claim. Citibank appealed the lower
court’s decision, and on January 16, 2018, the Appellate Division, First
Department, dismissed the claims related to robo-signing and the implied covenant
of good faith, but allowed plaintiffs’ claim alleging discovery of
breaches of representations and warranties to proceed.
On August 19, 2015, the Federal Deposit Insurance Corporation
(“FDIC”), as receiver for a failed financial institution, filed a civil action
against Citibank in the SDNY. This action relates to one private-label
RMBS trust for which Citibank formerly served as trustee. FDIC asserts
claims for breach of contract, violation of the Streit Act, and violation of
the Trust Indenture Act. Citibank jointly briefed a motion to dismiss
with The Bank of New York Mellon and U.S. Bank, N.A., entities that have also
been sued by FDIC in their capacity as trustee, and these cases have all been
consolidated in front of Judge Carter. On September 30, 2016, the Court
granted Citibank’s motion to dismiss the complaint without prejudice for lack
of subject matter jurisdiction. On October 14, 2016, FDIC filed a motion
for reargument or relief from judgment from the Court’s dismissal order.
On July 11, 2017, Judge Carter ruled on the motion for reconsideration
regarding his dismissal of the action. He denied reconsideration of his
decision on standing, but granted leave to amend the complaint by October 9,
2017. The FDIC subsequently requested an extension of time to file its
amended complaint, which was granted. The FDIC filed its amended complaint on
December 8, 2017.
There can be no assurances as to the outcome of litigation or
the possible impact of litigation on the trustee or the RMBS trusts.
However, Citibank denies liability and continues to vigorously defend against
these litigations. Furthermore, neither the above-disclosed litigations
nor any other pending legal proceeding involving Citibank will materially
affect Citibank’s ability to perform its duties as certificate administrator
and custodian under the CGCMT 2016-P3 pooling and servicing agreement relating
to this CMBS transaction.
Since 2014 various plaintiffs or groups of plaintiffs,
primarily investors, have filed claims against U.S. Bank National Association
(“U.S. Bank”), in its capacity as trustee or successor trustee (as the case may
be) under certain residential mortgage-backed securities ("RMBS")
trusts. The plaintiffs or plaintiff groups have filed substantially
similar complaints against other RMBS trustees, including Deutsche Bank,
Citibank, HSBC, Bank of New York Mellon and Wells Fargo. The complaints
against U.S. Bank allege the trustee caused losses to investors as a result of
alleged failures by the sponsors, mortgage loan sellers and servicers for these
RMBS trusts and assert causes of action based upon the trustee's purported
failure to enforce repurchase obligations of mortgage loan sellers for alleged
breaches of representations and warranties concerning loan quality. The
complaints also assert that the trustee failed to notify securityholders of
purported events of default allegedly caused by breaches of servicing standards
by mortgage loan servicers and that the trustee purportedly failed to abide by
a heightened standard of care following alleged events of default.
Currently U.S. Bank is a defendant in multiple actions
alleging individual or class action claims against the trustee with respect to
multiple trusts as described above with the most substantial case being: BlackRock
Balanced Capital Portfolio et al v. U.S. Bank National Association,
No. 605204/2015 (N.Y. Sup. Ct.) (class action alleging claims with respect to
approximately 770 trusts) and its companion case BlackRock Core Bond
Portfolio et al v. U.S Bank National Association, No. 14-cv-9401
(S.D.N.Y.). Some of the trusts implicated in the aforementioned Blackrock
cases, as well as other trusts, are involved in actions brought by separate
groups of plaintiffs related to no more than 100 trusts per case.
U.S. Bank cannot assure you as to the outcome of any of the
litigation, or the possible impact of these litigations on the trustee or the
RMBS trusts. However, U.S. Bank denies liability and believes that it has
performed its obligations under the RMBS trusts in good faith, that its actions
were not the cause of losses to investors and that it has meritorious defenses,
and it intends to contest the plaintiffs’ claims vigorously.
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 January 28, 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 NMS Los Angeles Multifamily
Portfolio Mortgage Loan, which is being serviced and administered pursuant to
the pooling and servicing agreement for the COMM 2015-CCRE27 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-CCRE27
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-CCRE27 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 Springfield Mall Mortgage Loan,
which is 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 4.3 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 AG Life Time Fitness Portfolio
Mortgage Loan, which is being serviced and administered pursuant to the pooling
and servicing agreement for the COMM 2016-CCRE28 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 2016-CCRE28 Transaction
incorporated by reference as Exhibit 4.4 to this Annual Report on Form 10-K is
a chart identifying the entities participating in a servicing function for the
COMM 2016-CCRE28 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 Empire Mall Mortgage Loan, which
is being serviced and administered pursuant to the pooling and servicing
agreement for the CGCMT 2016-P3 Transaction, are attached hereto under Item 15
to this Annual Report on Form 10-K. Attached as Exhibit O to the pooling and
servicing agreement for the CGCMT 2016-P3 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 CGCMT 2016-P3
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 215 West 34th Street & 218
West 35th Street Mortgage Loan, which is being serviced and administered pursuant
to the pooling and servicing agreement for the CFCRE 2016-C4 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-C4
Transaction incorporated by reference as Exhibit 4.6 to this Annual Report on
Form 10-K is a chart identifying the entities participating in a servicing
function for the CFCRE 2016-C4 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 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,
Park Bridge Lender Services LLC, as Operating Advisor and Park Bridge Lender
Services LLC as Asset Representations Reviewer (filed as Exhibit 4.1 to the
registrant’s Current Report on Form 8-K/A filed on February 18, 2016 under
Commission File No. 333-207567-01 and incorporated by reference herein).
4.2
Pooling
and Servicing Agreement, dated as of October 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,
Rialto Capital Advisors, 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 4.4
to the registrant’s Current Report on Form 8-K filed on January 28, 2016 under
Commission File No. 333-207567-01 and incorporated by reference herein).
4.3
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 4.3
to the registrant’s Current Report on Form 8-K filed on January 28, 2016 under
Commission File No. 333-207567-01 and incorporated by reference herein).
4.4
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, Park Bridge Lender Services LLC, as
Operating Advisor and Park Bridge Lender Services LLC, as Asset Representations
Reviewer (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K
filed on February 11, 2016 under Commission File No. 333-207567-01 and
incorporated by reference herein).
4.5
Pooling
and Servicing Agreement, dated as of April 1, 2016, by and among Citigroup
Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, C-III Asset Management LLC, as Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset
Representations Reviewer, Citibank, N.A., as Certificate Administrator and
Wilmington Trust, National Association, as Trustee (filed as Exhibit 4.1 to the
registrant’s Current Report on Form 8-K/A filed on April 27, 2016 under Commission
File No. 333-207567-01 and incorporated by reference herein).
4.6
Pooling
and Servicing Agreement, dated as of May 1, 2016, by and among CCRE Commercial
Mortgage Securities, L.P., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special
Servicer, U.S. Bank National Association, as Trustee, Certificate Administrator
and Paying Agent, U.S. Bank National Association, as Custodian, Park Bridge
Lender Services LLC, as Operating Advisor and Park Bridge Lender Services LLC,
as Asset Representations Reviewer (filed as Exhibit 4.1 to the registrant’s
Current Report on Form 8-K filed on May 23, 2016 under Commission File No.
333-207567-01 and incorporated by reference herein).
4.7
Amended
and Restated Co-Lender Agreement, dated as of October 9, 2015, between
Cantor Commercial Real Estate Lending, L.P. , as Note A-1A Holder and Note A-1B
Holder and Goldman Sachs Mortgage Company, as Note A-2A Holder and Note A-2B
Holder (filed as Exhibit 4.5 to the registrant’s Current Report on Form 8-K
filed on January 28, 2016 under Commission File No. 333-207567-01 and
incorporated by reference herein).
4.8
Co-Lender
Agreement, dated as of January 28, 2016, between Cantor Commercial Real
Estate Lending, L.P., as Note A-1 Holder and Note A-2 Holder (filed as
Exhibit 4.9 to the registrant’s Current Report on Form 8-K filed on January 28,
2016 under Commission File No. 333-207567-01 and incorporated by reference
herein).
4.9
Co-Lender
Agreement, dated as of October 29, 2015, between Cantor Commercial Real
Estate Lending, L.P., as Note A-1 Holder, Note A-2 Holder and Note A-3
Holder (filed as Exhibit 4.11 to the registrant’s Current Report on Form 8-K
filed on January 28, 2016 under Commission File No. 333-207567-01 and
incorporated by reference herein).
4.10
Co-Lender
Agreement, dated as of November 17, 2015, between Cantor Commercial Real
Estate Lending, L.P., as Note A-1 Holder and Note A-2 Holder (filed as Exhibit
4.10 to the registrant’s Current Report on Form 8-K filed on January 28, 2016
under Commission File No. 333-207567-01 and incorporated by reference herein).
4.11
Amended
and Restated Co-Lender Agreement, dated as of May 5, 2016, between Wilmington
Trust, National Association, as Trustee, for the benefit of the Holders of COMM
2016-CCRE28 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2016-CCRE28 , as Note A-1 Holder, Wilmington Trust, National
Association, as Trustee, for the benefit of the Holders of CFCRE 2016-C3
Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C3,
as Note A-2 Holder, Cantor Commercial Real Estate Lending, L.P., as Note A-3
Holder, Cantor Commercial Real Estate Lending, L.P., as Note A-4-1 Holder and
Cantor Commercial Real Estate Lending, L.P., as Note A-4-2 Holder (filed as
Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on May 23,
2016 under Commission File No. 333-207567-01 and incorporated by reference
herein).
4.12
Agreement
Between Note Holders, dated as of December 23, 2016, by and between Société
Générale, as Initial Note A-1 Holder, Initial Note A-2 Holder,
Initial Note A-3 Holder, Initial Note A-4 Holder, and Initial
Note A-5 Holder (filed as Exhibit 4.6 to the registrant’s Current Report
on Form 8-K filed on January 28, 2016 under Commission File No. 333-207567-01
and incorporated by reference herein).
4.13
Co-Lender
Agreement, dated as of January 28, 2016, between Cantor Commercial Real
Estate Lending, L.P., as Note A-1 Holder, Note A-2 Holder and Note A-3
Holder (filed as Exhibit 4.8 to the registrant’s Current Report on Form 8-K
filed on January 28, 2016 under Commission File No. 333-207567-01 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. 333-207567-01 and incorporated by
reference herein)
33.2
CWCapital
Asset Management LLC, as Special Servicer (filed as Exhibit 33.2 to the
Original 10-K under Commission File No. 333-207567-01 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. 333-207567-01 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. 333-207567-01 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. 333-207567-01 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. 333-207567-01
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. 333-207567-01 and incorporated by
reference herein)
33.9
Berkeley Point Capital LLC, as Primary Servicer
33.10
Prudential
Asset Resources, Inc., as Primary Servicer (filed as Exhibit 33.10 to the
Original 10-K under Commission File No. 333-207567-01 and incorporated by
reference herein)
33.11
Berkeley Point Capital LLC, as Primary Servicer of
the Element LA Mortgage Loan (see Exhibit 33.9)
33.12
CWCapital
Asset Management LLC, as Special Servicer of the Element LA Mortgage Loan
(filed as Exhibit 33.2 to the Original 10-K under Commission File No.
333-207567-01 and incorporated by reference herein)
33.13
Wilmington
Trust, National Association, as Trustee of the Element LA Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.14
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. 333-207567-01 and incorporated by reference herein)
33.15
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.
333-207567-01 and incorporated by reference herein)
33.16
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.
333-207567-01 and incorporated by reference herein)
33.17
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Element LA Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K under
Commission File No. 333-207567-01 and incorporated by reference herein)
33.18
National
Tax Search, LLC, as Servicing Function Participant of the Element LA Mortgage
Loan (filed as Exhibit 33.8 to the Original 10-K under Commission File No.
333-207567-01 and incorporated by reference herein)
33.19
Wells
Fargo Bank, National Association, as Primary Servicer of the One Commerce Plaza
Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under Commission File
No. 333-207567-01 and incorporated by reference herein)
33.20
CWCapital
Asset Management LLC, as Special Servicer of the One Commerce Plaza Mortgage
Loan (filed as Exhibit 33.2 to the Original 10-K under Commission File No.
333-207567-01 and incorporated by reference herein)
33.21
Wilmington
Trust, National Association, as Trustee of the One Commerce Plaza Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.22
Wells
Fargo Bank, National Association, as Certificate Administrator of the One
Commerce Plaza Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under
Commission File No. 333-207567-01 and incorporated by reference herein)
33.23
Wells
Fargo Bank, National Association, as Custodian of the One Commerce Plaza
Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File
No. 333-207567-01 and incorporated by reference herein)
33.24
Park
Bridge Lender Services LLC, as Operating Advisor of the One Commerce Plaza
Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File
No. 333-207567-01 and incorporated by reference herein)
33.25
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
One Commerce Plaza Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K
under Commission File No. 333-207567-01 and incorporated by reference herein)
33.26
National
Tax Search, LLC, as Servicing Function Participant of the One Commerce Plaza
Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under Commission File
No. 333-207567-01 and incorporated by reference herein)
33.27
Berkeley Point Capital LLC, as Primary Servicer of
the NMS Los Angeles Multifamily Portfolio Mortgage Loan (see Exhibit 33.9)
33.28
Rialto
Capital Advisors, LLC , as Special Servicer of the NMS Los Angeles Multifamily
Portfolio Mortgage Loan (filed as Exhibit 33.28 to the Original 10-K under
Commission File No. 333-207567-01 and incorporated by reference herein)
33.29
Wells
Fargo Bank, National Association, as Trustee and Certificate Administrator of
the NMS Los Angeles Multifamily Portfolio Mortgage Loan (filed as Exhibit 33.4
to the Original 10-K under Commission File No. 333-207567-01 and incorporated
by reference herein)
33.30
Wells
Fargo Bank, National Association, as Custodian of the NMS Los Angeles
Multifamily Portfolio Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K
under Commission File No. 333-207567-01 and incorporated by reference herein)
33.31
Park
Bridge Lender Services LLC, as Operating Advisor of the NMS Los Angeles
Multifamily Portfolio Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K
under Commission File No. 333-207567-01 and incorporated by reference herein)
33.32
Wells
Fargo Bank, National Association, as Primary Servicer of the Springfield Mall
Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under Commission File
No. 333-207567-01 and incorporated by reference herein)
33.33
LNR
Partners, LLC, as Special Servicer of the Springfield Mall Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.34
Wilmington
Trust, National Association, as Trustee of the Springfield Mall Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.35
Wells
Fargo Bank, National Association, as Certificate Administrator of the
Springfield Mall Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K
under Commission File No. 333-207567-01 and incorporated by reference herein)
33.36
Wells
Fargo Bank, National Association, as Custodian of the Springfield Mall Mortgage
Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File No.
333-207567-01 and incorporated by reference herein)
33.37
Park
Bridge Lender Services LLC, as Operating Advisor of the Springfield Mall
Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File
No. 333-207567-01 and incorporated by reference herein)
33.38
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Springfield Mall Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K
under Commission File No. 333-207567-01 and incorporated by reference herein)
33.39
National
Tax Search, LLC, as Servicing Function Participant of the Springfield Mall
Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under Commission File
No. 333-207567-01 and incorporated by reference herein)
33.40
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. 333-207567-01 and incorporated by reference herein)
33.41
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
33.41 to the Original 10-K under Commission File No. 333-207567-01 and
incorporated by reference herein)
33.42
Wilmington
Trust, National Association, as Trustee of the AG Life Time Fitness Portfolio
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.43
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. 333-207567-01 and incorporated by reference
herein)
33.44
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. 333-207567-01 and incorporated by reference herein)
33.45
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. 333-207567-01 and incorporated by reference herein)
33.46
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. 333-207567-01 and incorporated by
reference herein)
33.47
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. 333-207567-01 and incorporated by reference herein)
33.48
Wells
Fargo Bank, National Association, as Primary Servicer of the Empire Mall
Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under Commission File
No. 333-207567-01 and incorporated by reference herein)
33.49
C-III
Asset Management LLC, as Special Servicer of the Empire Mall Mortgage Loan
(filed as Exhibit 33.49 to the Original 10-K under Commission File No.
333-207567-01 and incorporated by reference herein)
33.50
Wilmington
Trust, National Association, as Trustee of the Empire Mall Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.51
Citibank,
N.A., as Certificate Administrator and Custodian of the Empire Mall Mortgage
Loan (filed as Exhibit 33.51 to the Original 10-K under Commission File No.
333-207567-01 and incorporated by reference herein)
33.52
Park
Bridge Lender Services LLC, as Operating Advisor of the Empire Mall Mortgage
Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File No.
333-207567-01 and incorporated by reference herein)
33.53
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Empire Mall Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K under
Commission File No. 333-207567-01 and incorporated by reference herein)
33.54
National
Tax Search, LLC, as Servicing Function Participant of the Empire Mall Mortgage
Loan (filed as Exhibit 33.8 to the Original 10-K under Commission File No.
333-207567-01 and incorporated by reference herein)
33.55
U.S.
Bank National Association, as Servicing Function Participant of the Empire Mall
Mortgage Loan (filed as Exhibit 33.55 to the Original 10-K under Commission
File No. 333-207567-01 and incorporated by reference herein)
33.56
Berkeley Point Capital LLC, as Primary Servicer of
the 215 West 34th Street & 218 West 35th Street Mortgage Loan (see Exhibit
33.9)
33.57
Rialto
Capital Advisors, LLC, as Special Servicer of the 215 West 34th Street &
218 West 35th Street Mortgage Loan (filed as Exhibit 33.28 to the Original 10-K
under Commission File No. 333-207567-01 and incorporated by reference herein)
33.58
U.S.
Bank National Association, as Trustee, Certificate Administrator and Custodian
of the 215 West 34th Street & 218 West 35th Street Mortgage Loan (filed as
Exhibit 33.58 to the Original 10-K under Commission File No. 333-207567-01 and
incorporated by reference herein)
33.59
Park
Bridge Lender Services LLC, as Operating Advisor of the 215 West 34th Street
& 218 West 35th Street Mortgage Loan (filed as Exhibit 33.6 to the Original
10-K under Commission File No. 333-207567-01 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. 333-207567-01 and incorporated by
reference herein)
34.2
CWCapital
Asset Management LLC, as Special Servicer (filed as Exhibit 34.2 to the
Original 10-K under Commission File No. 333-207567-01 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. 333-207567-01 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. 333-207567-01 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. 333-207567-01 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. 333-207567-01
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. 333-207567-01 and incorporated by
reference herein)
34.9
Berkeley
Point Capital LLC, as Primary Servicer (filed as Exhibit 34.9 to the Original
10-K under Commission File No. 333-207567-01 and incorporated by reference
herein)
34.10
Prudential
Asset Resources, Inc., as Primary Servicer (filed as Exhibit 34.10 to the
Original 10-K under Commission File No. 333-207567-01 and incorporated by
reference herein)
34.11
Berkeley
Point Capital LLC, as Primary Servicer of the Element LA Mortgage Loan (filed
as Exhibit 34.9 to the Original 10-K under Commission File No. 333-207567-01
and incorporated by reference herein)
34.12
CWCapital
Asset Management LLC, as Special Servicer of the Element LA Mortgage Loan
(filed as Exhibit 34.2 to the Original 10-K under Commission File No.
333-207567-01 and incorporated by reference herein)
34.13
Wilmington
Trust, National Association, as Trustee of the Element LA Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.14
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. 333-207567-01 and incorporated by reference herein)
34.15
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.
333-207567-01 and incorporated by reference herein)
34.16
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.
333-207567-01 and incorporated by reference herein)
34.17
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Element LA Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K under
Commission File No. 333-207567-01 and incorporated by reference herein)
34.18
National
Tax Search, LLC, as Servicing Function Participant of the Element LA Mortgage
Loan (filed as Exhibit 34.8 to the Original 10-K under Commission File No.
333-207567-01 and incorporated by reference herein)
34.19
Wells
Fargo Bank, National Association, as Primary Servicer of the One Commerce Plaza
Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under Commission File
No. 333-207567-01 and incorporated by reference herein)
34.20
CWCapital
Asset Management LLC, as Special Servicer of the One Commerce Plaza Mortgage
Loan (filed as Exhibit 34.2 to the Original 10-K under Commission File No.
333-207567-01 and incorporated by reference herein)
34.21
Wilmington
Trust, National Association, as Trustee of the One Commerce Plaza Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.22
Wells
Fargo Bank, National Association, as Certificate Administrator of the One
Commerce Plaza Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under
Commission File No. 333-207567-01 and incorporated by reference herein)
34.23
Wells
Fargo Bank, National Association, as Custodian of the One Commerce Plaza
Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File
No. 333-207567-01 and incorporated by reference herein)
34.24
Park
Bridge Lender Services LLC, as Operating Advisor of the One Commerce Plaza
Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File
No. 333-207567-01 and incorporated by reference herein)
34.25
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
One Commerce Plaza Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K
under Commission File No. 333-207567-01 and incorporated by reference herein)
34.26
National
Tax Search, LLC, as Servicing Function Participant of the One Commerce Plaza
Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under Commission File
No. 333-207567-01 and incorporated by reference herein)
34.27
Berkeley
Point Capital LLC, as Primary Servicer of the NMS Los Angeles Multifamily
Portfolio Mortgage Loan (filed as Exhibit 34.9 to the Original 10-K under
Commission File No. 333-207567-01 and incorporated by reference herein)
34.28
Rialto
Capital Advisors, LLC , as Special Servicer of the NMS Los Angeles Multifamily
Portfolio Mortgage Loan (filed as Exhibit 34.28 to the Original 10-K under
Commission File No. 333-207567-01 and incorporated by reference herein)
34.29
Wells
Fargo Bank, National Association, as Trustee and Certificate Administrator of
the NMS Los Angeles Multifamily Portfolio Mortgage Loan (filed as Exhibit 34.4
to the Original 10-K under Commission File No. 333-207567-01 and incorporated
by reference herein)
34.30
Wells
Fargo Bank, National Association, as Custodian of the NMS Los Angeles
Multifamily Portfolio Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K
under Commission File No. 333-207567-01 and incorporated by reference herein)
34.31
Park
Bridge Lender Services LLC, as Operating Advisor of the NMS Los Angeles
Multifamily Portfolio Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K
under Commission File No. 333-207567-01 and incorporated by reference herein)
34.32
Wells
Fargo Bank, National Association, as Primary Servicer of the Springfield Mall
Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under Commission File
No. 333-207567-01 and incorporated by reference herein)
34.33
LNR
Partners, LLC, as Special Servicer of the Springfield Mall Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.34
Wilmington
Trust, National Association, as Trustee of the Springfield Mall Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.35
Wells
Fargo Bank, National Association, as Certificate Administrator of the
Springfield Mall Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K
under Commission File No. 333-207567-01 and incorporated by reference herein)
34.36
Wells
Fargo Bank, National Association, as Custodian of the Springfield Mall Mortgage
Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File No.
333-207567-01 and incorporated by reference herein)
34.37
Park
Bridge Lender Services LLC, as Operating Advisor of the Springfield Mall
Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File
No. 333-207567-01 and incorporated by reference herein)
34.38
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Springfield Mall Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K
under Commission File No. 333-207567-01 and incorporated by reference herein)
34.39
National
Tax Search, LLC, as Servicing Function Participant of the Springfield Mall
Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under Commission File
No. 333-207567-01 and incorporated by reference herein)
34.40
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. 333-207567-01 and incorporated by reference herein)
34.41
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
34.41 to the Original 10-K under Commission File No. 333-207567-01 and
incorporated by reference herein)
34.42
Wilmington
Trust, National Association, as Trustee of the AG Life Time Fitness Portfolio
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.43
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. 333-207567-01 and incorporated by reference
herein)
34.44
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. 333-207567-01 and incorporated by reference herein)
34.45
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. 333-207567-01 and incorporated by reference herein)
34.46
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. 333-207567-01 and incorporated by
reference herein)
34.47
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. 333-207567-01 and incorporated by reference herein)
34.48
Wells
Fargo Bank, National Association, as Primary Servicer of the Empire Mall
Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under Commission File
No. 333-207567-01 and incorporated by reference herein)
34.49
C-III
Asset Management LLC, as Special Servicer of the Empire Mall Mortgage Loan
(filed as Exhibit 34.49 to the Original 10-K under Commission File No.
333-207567-01 and incorporated by reference herein)
34.50
Wilmington
Trust, National Association, as Trustee of the Empire Mall Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.51
Citibank,
N.A., as Certificate Administrator and Custodian of the Empire Mall Mortgage
Loan (filed as Exhibit 34.51 to the Original 10-K under Commission File No.
333-207567-01 and incorporated by reference herein)
34.52
Park
Bridge Lender Services LLC, as Operating Advisor of the Empire Mall Mortgage
Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File No.
333-207567-01 and incorporated by reference herein)
34.53
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Empire Mall Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K under
Commission File No. 333-207567-01 and incorporated by reference herein)
34.54
National
Tax Search, LLC, as Servicing Function Participant of the Empire Mall Mortgage
Loan (filed as Exhibit 34.8 to the Original 10-K under Commission File No.
333-207567-01 and incorporated by reference herein)
34.55
U.S.
Bank National Association, as Servicing Function Participant of the Empire Mall
Mortgage Loan (filed as Exhibit 34.55 to the Original 10-K under Commission
File No. 333-207567-01 and incorporated by reference herein)
34.56
Berkeley
Point Capital LLC, as Primary Servicer of the 215 West 34th Street & 218
West 35th Street Mortgage Loan (filed as Exhibit 34.9 to the Original 10-K
under Commission File No. 333-207567-01 and incorporated by reference herein)
34.57
Rialto
Capital Advisors, LLC, as Special Servicer of the 215 West 34th Street &
218 West 35th Street Mortgage Loan (filed as Exhibit 34.28 to the Original 10-K
under Commission File No. 333-207567-01 and incorporated by reference herein)
34.58
U.S.
Bank National Association, as Trustee, Certificate Administrator and Custodian
of the 215 West 34th Street & 218 West 35th Street Mortgage Loan (filed as
Exhibit 34.58 to the Original 10-K under Commission File No. 333-207567-01 and
incorporated by reference herein)
34.59
Park
Bridge Lender Services LLC, as Operating Advisor of the 215 West 34th Street
& 218 West 35th Street Mortgage Loan (filed as Exhibit 34.6 to the Original
10-K under Commission File No. 333-207567-01 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. 333-207567-01 and incorporated by
reference herein)
35.2
CWCapital
Asset Management LLC, as Special Servicer (filed as Exhibit 35.2 to the
Original 10-K under Commission File No. 333-207567-01 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. 333-207567-01 and
incorporated by reference herein)
35.4
Berkeley
Point Capital LLC, as Primary Servicer (filed as Exhibit 35.4 to the Original
10-K under Commission File No. 333-207567-01 and incorporated by reference
herein)
35.5
Prudential
Asset Resources, Inc., as Primary Servicer (filed as Exhibit 35.5 to the
Original 10-K under Commission File No. 333-207567-01 and incorporated by
reference herein)
35.6
Berkeley
Point Capital LLC, as Primary Servicer of the Element LA Mortgage Loan (filed
as Exhibit 35.4 to the Original 10-K under Commission File No. 333-207567-01
and incorporated by reference herein)
35.7
CWCapital
Asset Management LLC, as Special Servicer of the Element LA Mortgage Loan
(filed as Exhibit 35.2 to the Original 10-K under Commission File No.
333-207567-01 and incorporated by reference herein)
35.8
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. 333-207567-01 and incorporated by reference herein)
35.9
Wells
Fargo Bank, National Association, as Primary Servicer of the One Commerce Plaza
Mortgage Loan (filed as Exhibit 35.1 to the Original 10-K under Commission File
No. 333-207567-01 and incorporated by reference herein)
35.10
CWCapital
Asset Management LLC, as Special Servicer of the One Commerce Plaza Mortgage
Loan (filed as Exhibit 35.2 to the Original 10-K under Commission File No.
333-207567-01 and incorporated by reference herein)
35.11
Wells
Fargo Bank, National Association, as Certificate Administrator of the One
Commerce Plaza Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under
Commission File No. 333-207567-01 and incorporated by reference herein)
35.12
Berkeley
Point Capital LLC, as Primary Servicer of the NMS Los Angeles Multifamily
Portfolio Mortgage Loan (filed as Exhibit 35.12 to the Original 10-K under
Commission File No. 333-207567-01 and incorporated by reference herein)
35.13
Rialto
Capital Advisors, LLC, as Special Servicer of the NMS Los Angeles Multifamily
Portfolio Mortgage Loan (filed as Exhibit 35.13 to the Original 10-K under
Commission File No. 333-207567-01 and incorporated by reference herein)
35.14
Wells
Fargo Bank, National Association, as Certificate Administrator of the NMS Los
Angeles Multifamily Portfolio Mortgage Loan (filed as Exhibit 35.3 to the
Original 10-K under Commission File No. 333-207567-01 and incorporated by
reference herein)
35.15
Wells
Fargo Bank, National Association, as Primary Servicer of the Springfield Mall
Mortgage Loan (filed as Exhibit 35.15 to the Original 10-K under Commission
File No. 333-207567-01 and incorporated by reference herein)
35.16
LNR
Partners, LLC, as Special Servicer of the Springfield Mall Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
35.17
Wells
Fargo Bank, National Association, as Certificate Administrator of the
Springfield Mall Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K
under Commission File No. 333-207567-01 and incorporated by reference herein)
35.18
Wells
Fargo Bank, National Association, as Primary Servicer of the AG Life Time
Fitness Portfolio Mortgage Loan (filed as Exhibit 35.18 to the Original 10-K
under Commission File No. 333-207567-01 and incorporated by reference herein)
35.19
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the AG Life Time Fitness Portfolio Mortgage Loan (Omitted. See
Explanatory Notes to the Original 10-K.)
35.20
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. 333-207567-01 and incorporated by reference
herein)
35.21
Wells
Fargo Bank, National Association, as Primary Servicer of the Empire Mall
Mortgage Loan (filed as Exhibit 35.21 to the Original 10-K under Commission
File No. 333-207567-01 and incorporated by reference herein)
35.22
C-III
Asset Management LLC, as Special Servicer of the Empire Mall Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
35.23
Citibank,
N.A., as Certificate Administrator of the Empire Mall Mortgage Loan (Omitted.
See Explanatory Notes to the Original 10-K.)
35.24
Berkeley
Point Capital LLC, as Primary Servicer of the 215 West 34th Street & 218
West 35th Street Mortgage Loan (filed as Exhibit 35.4 to the Original 10-K
under Commission File No. 333-207567-01 and incorporated by reference herein)
35.25
Rialto
Capital Advisors, LLC, as Special Servicer of the 215 West 34th Street &
218 West 35th Street Mortgage Loan (filed as Exhibit 35.25 to the Original 10-K
under Commission File No. 333-207567-01 and incorporated by reference herein)
35.26
U.S.
Bank National Association, as Certificate Administrator of the 215 West 34th
Street & 218 West 35th Street Mortgage Loan (Omitted. See Explanatory Notes
to the Original 10-K.)
99.1
Mortgage
Loan Purchase Agreement, dated as of January 1, 2016, between CCRE Commercial
Mortgage Securities, L.P. and Cantor Commercial Real Estate Lending, L.P.
(filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on
January 28, 2016 under Commission File No. 333-207567-01 and incorporated by
reference herein).
99.2
Mortgage
Loan Purchase Agreement, dated as of January 1, 2016, between CCRE Commercial
Mortgage Securities, L.P. and Société Générale (filed as Exhibit 99.2 to the
registrant’s Current Report on Form 8-K filed on January 28, 2016 under
Commission File No. 333-207567-01 and incorporated by reference herein).
99.3
Mortgage
Loan Purchase Agreement, dated as of January 1, 2016, among CCRE Commercial
Mortgage Securities, L.P., Liberty Island Group I LLC and Liberty Island Group
LLC (filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-K filed
on January 28, 2016 under Commission File No. 333-207567-01 and incorporated by
reference herein).
99.4
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 January 28, 2016
under Commission File No. 333-207567-01 and incorporated by reference herein).
99.5
Primary
Servicing Agreement, dated as of January 1, 2016, between Wells Fargo Bank,
National Association and Prudential Asset Resources, Inc. (filed as Exhibit
99.6 to the registrant’s Current Report on Form 8-K filed on January 28,
2016 under Commission File No. 333-207567-01 and incorporated by
reference herein).
99.6
Primary
Servicing Agreement, dated as of May 1, 2016, between Wells Fargo Bank,
National Association and Berkeley Point Capital LLC (filed as Exhibit 99.1 to
the registrant’s Current Report on Form 8-K filed on May 23, 2016 under
Commission File No. 333-207567-01 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.
CCRE Commercial Mortgage Securities,
L.P.
(Depositor)
James
Buccola, Chief Executive Officer
(senior officer in charge of
securitization of the depositor)
Date: October 12, 2018