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: 333-191331-11
Central Index Key Number of the issuing entity: 0001656839
GS Mortgage Securities Trust 2015-GS1
(exact name of the issuing entity as specified in its charter)
Central Index Key Number of the depositor: 0001004158
GS Mortgage Securities Corporation II
(exact name of the depositor as specified in its charter)
Central Index Key Number of the sponsor: 0001541502
Goldman Sachs Mortgage Company
(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)
|
New York the issuing entity) |
38-3984605 38-3984606 38-7143656 (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) 902-1000
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.
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 23, 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 33.51 as a replacement of the report on assessment of compliance with servicing criteria filed as Exhibit 33.51 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.
The 590 Madison Avenue Mortgage Loan (Control Number 1 on Annex A of the prospectus supplement of the registrant relating to the issuing entity filed on December 1, 2015 pursuant to Rule 424(b)(5)) constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB as disclosed in the prospectus supplement. In accordance with Item 1112(b) of Regulation AB, the most recent unaudited net operating income of the significant obligor was $45,397,040.00 for the twelve–month period ended December 31, 2017.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information.
No entity or group of affiliated entities provides any external credit enhancement or other support for the certificates within this transaction as described under Item 1114(a) of Regulation AB.
Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).
No entity or group of affiliated entities provides any derivative instruments or other support for the certificates within this transaction as described under Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no material pending legal proceeding involving the trust or any party related to the trust, other than routine litigation incidental to the duties of those respective parties, and the following, with respect to Wells Fargo Bank, National Association, as certificate administrator and custodian, Deutsche Bank Trust Company Americas, as trustee and custodian, Citibank, N.A., as certificate administrator, U.S. Bank National Association, as trustee, certificate administrator and custodian and CWCapital Asset Management LLC, as special 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.
Deutsche Bank Trust Company Americas (“DBTCA”) and Deutsche Bank National Trust Company (“DBNTC”) have been sued by investors in civil litigation concerning their role as trustees of certain RMBS trusts.
On June 18, 2014, a group of investors, including funds managed by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed a derivative action against DBNTC and DBTCA in New York State Supreme Court purportedly on behalf of and for the benefit of 544 private-label RMBS trusts asserting claims for alleged violations of the U.S. Trust Indenture Act of 1939 (“TIA”), breach of contract, breach of fiduciary duty and negligence based on DBNTC and DBTCA’s alleged failure to perform their duties as trustees for the trusts. Plaintiffs subsequently dismissed their state court complaint and filed a derivative and class action complaint in the U.S. District Court for the Southern District of New York on behalf of and for the benefit of 564 private-label RMBS trusts, which substantially overlapped with the trusts at issue in the state court action. The complaint alleges that the trusts at issue have suffered total realized collateral losses of U.S. $89.4 billion, but the complaint does not include a demand for money damages in a sum certain. DBNTC and DBTCA filed a motion to dismiss, and on January 19, 2016, the court partially granted the motion on procedural grounds: as to the 500 trusts that are governed by pooling and servicing agreements, the court declined to exercise jurisdiction. The court did not rule on substantive defenses asserted in the motion to dismiss. On March 22, 2016, plaintiffs filed an amended complaint in federal court. In the amended complaint, in connection with 62 trusts governed by indenture agreements, plaintiffs assert claims for breach of contract, violation of the TIA, breach of fiduciary duty, and breach of duty to avoid conflicts of interest. The amended complaint alleges that the trusts at issue have suffered total realized collateral losses of U.S. $9.8 billion, but the complaint does not include a demand for money damages in a sum certain. On July 15, 2016, DBNTC and DBTCA filed a motion to dismiss the amended complaint. On January 23, 2017, the court granted in part and denied in part DBNTC and DBTCA’s motion to dismiss. The court granted the motion to dismiss with respect to plaintiffs’ conflict-of-interest claim, thereby dismissing it, and denied the motion to dismiss with respect to plaintiffs’ breach of contract claim (except as noted below) and claim for violation of the TIA, thereby allowing those claims to proceed. On January 26, 2017, the parties filed a joint stipulation and proposed order dismissing plaintiffs’ claim for breach of fiduciary duty. On January 27, 2017, the court entered the parties’ joint stipulation and ordered that plaintiffs’ claim for breach of fiduciary duty be dismissed. On February 3, 2017, following a hearing concerning DBNTC and DBTCA’s motion to dismiss on February 2, 2017, the court issued a short form order dismissing (i) plaintiffs’ representation and warranty claims as to 21 trusts whose originators and/or sponsors had entered bankruptcy and the deadline for asserting claims against such originators and/or sponsors had passed as of 2009 and (ii) plaintiffs’ claims to the extent they were premised upon any alleged pre-event of default duty to terminate servicers. On March 27, 2017, DBNTC and DBTCA filed an answer to the amended complaint. On January 26, 2018, Plaintiffs filed a motion for class certification. The parties are currently briefing the motion. Discovery is ongoing.
On March 25, 2016, the BlackRock plaintiffs filed a state court action against DBTCA in the Superior Court of California, Orange County with respect to 513 trusts. On May 18, 2016, plaintiffs filed an amended complaint with respect to 465 trusts, and included DBNTC as an additional defendant. The amended complaint asserts three causes of action: breach of contract; breach of fiduciary duty; and breach of the duty to avoid conflicts of interest. Plaintiffs purport to bring the action on behalf of themselves and all other current owners of certificates in the 465 trusts. The amended complaint alleges that the trusts at issue have suffered total realized collateral losses of U.S. $75.7 billion, but does not include a demand for money damages in a sum certain. On August 22, 2016, DBNTC and DBTCA filed a demurrer as to Plaintiffs’ breach of fiduciary duty cause of action and breach of the duty to avoid conflicts of interest cause of action and motion to strike as to Plaintiffs’ breach of contract cause of action. On October 18, 2016, the court granted DBNTC and DBTCA’s demurrer, providing Plaintiffs with thirty days’ leave to amend, and denied DBNTC and DBTCA’s motion to strike. Plaintiffs did not further amend their complaint and, on December 19, 2016, DBNTC and DBTCA filed an answer to the amended complaint. On January 17, 2018, Plaintiffs filed a motion for class certification. The parties are currently briefing the motion. Discovery is ongoing.
On September 27, 2017, DBTCA was added as a defendant to a case brought by certain special purpose entities including Phoenix Light SF Limited in the U.S. District Court for the Southern District of New York, in which the plaintiffs previously alleged incorrectly that DBNTC served as trustee for all 43 of the trusts at issue. On September 27, 2017, plaintiffs filed a third amended complaint that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for one of the 43 trusts at issue. DBNTC serves as trustee for the other 42 trusts at issue. Plaintiffs’ third amended complaint brings claims for violation of the TIA; breach of contract; breach of fiduciary duty; negligence and gross negligence; violation of the Streit Act; and breach of the covenant of good faith. However, in the third amended complaint, plaintiffs acknowledge that, before DBTCA was added to the case, the court dismissed plaintiffs’ TIA Act claims, negligence and gross negligence claims, Streit Act claims, claims for breach of the covenant of good faith, and certain theories of plaintiffs’ breach of contract claims, and plaintiffs only include these claims to preserve any rights on appeal. Plaintiffs allege damages of “hundreds of millions of dollars.” On November 13, 2017, DBNTC and DBTCA filed an answer to the third amended complaint. Discovery is ongoing.
On November 30, 2017, DBTCA was added as a defendant to a case brought by Commerzbank AG (“Commerzbank”) in the U.S. District Court for the Southern District of New York, in which Commerzbank previously alleged incorrectly that DBNTC served as trustee for all 50 of the trusts at issue. On November 30, 2017, Commerzbank filed a second amended complaint that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for 1 of the 50 trusts at issue. DBNTC serves as trustee for the other 49 trusts at issue. Commerzbank’s second amended complaint brings claims for violation of the TIA; breach of contract; breach of fiduciary duty; negligence; violation of the Streit Act; and breach of the covenant of good faith. However, in the second amended complaint, Commerzbank acknowledges that, before DBTCA was added to the case, the court dismissed Commerzbank’s TIA claims for the trusts governed by pooling and servicing agreements, as well as its Streit Act claims and claims for breach of the covenant of good faith, and Commerzbank only includes these claims to preserve any rights on appeal. The second amended complaint alleges that DBNTC and DBTCA caused Commerzbank to suffer “hundreds of millions of dollars in losses,” but the complaint does not include a demand for money damages in a sum certain. On January 29, 2018, DBNTC and DBTCA filed an answer to the second amended complaint. Discovery is ongoing.
On December 30, 2015, IKB International, S.A. in Liquidation and IKB Deutsche Industriebank A.G. (collectively, “IKB”), as an investor in 37 RMBS trusts, filed a summons with notice in the Supreme Court of the State of New York, New York County, against DBNTC and DBTCA as trustees of the trusts. On May 27, 2016, IKB served its complaint asserting claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, violation of New York’s Streit Act, violation of the Trust Indenture Act, violation of Regulation AB, and violation of Section 9 of the Uniform Commercial Code. IKB alleges that DBNTC and DBTCA are liable for over U.S. $268 million in damages. On October 5, 2016, DBNTC and DBTCA, together with several other trustees defending lawsuits by IKB, filed a joint motion to dismiss. On January 6, 2017, IKB filed a notice of discontinuance, voluntarily dismissing with prejudice all claims as to three trusts. As of January 17, 2017, DBNTC and DBTCA’s motion to dismiss has been briefed and is awaiting decision by the court. On June 20, 2017, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to four additional trusts. Certain limited discovery is permitted to go forward while the motion to dismiss is pending.
It is DBTCA’s belief that it has no pending legal proceedings (including, based on DBTCA’s present evaluation, the litigation disclosed in the foregoing paragraphs) that would materially affect its ability to perform its duties as trustee under the pooling and servicing agreement for the CGCMT 2015-GC33 Transaction.
Citibank, N.A. (“Citibank”) is acting as certificate administrator of the CGCMT 2015-GC33 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 under the pooling and servicing agreement for the CGCMT 2015-GC33 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.
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.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.
The information regarding this Item has been previously provided in a prospectus supplement of the Registrant relating to the issuing entity filed on December 1, 2015 pursuant to Rule 424(b)(5).
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the mortgage loans are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit O 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 Hammons Hotel Portfolio Mortgage Loan, which is being serviced and administered pursuant to the pooling and servicing agreement for the CGCMT 2015-GC33 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 2015-GC33 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 CGCMT 2015-GC33 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 DoubleTree Hotel Universal Mortgage Loan, which is being serviced and administered pursuant to the pooling and servicing agreement for the GSMS 2015-GC34 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 GSMS 2015-GC34 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 GSMS 2015-GC34 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 590 Madison Avenue Mortgage Loan, which is being serviced and administered pursuant to the trust and servicing agreement for the GSMSC 2015-590M Transaction, are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit L to the trust and servicing agreement for the GSMSC 2015-590M 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 GSMSC 2015-590M 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 4.5 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).
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
31 Rule 13a-14(d)/15d-14(d) Certifications.
33 Reports on assessment of compliance with servicing criteria for asset-backed securities.
33.51 Berkeley Point Capital LLC, as Primary Servicer of the Element LA Mortgage Loan
34 Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
35 Servicer compliance statements.
(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.
GS Mortgage Securities Corporation
II
(Depositor)
/s/ Leah Nivison
Leah Nivison, Chief Executive Officer
(senior officer in charge of securitization of the depositor)
Date: August 3, 2018
EX-31 Rule 13a-14(d)/15d-14(d) Certifications.
I, Leah Nivison, certify that:
1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of the GS Mortgage Securities Trust 2015-GS1 (the "Exchange Act periodic reports");
2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;
4. Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and
5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Custodian, Situs Holdings, LLC, as Operating Advisor, Berkeley Point Capital LLC, as Primary Servicer, Wells Fargo Bank, National Association, as Primary Servicer for the Hammons Hotel Portfolio Mortgage Loan, LNR Partners, LLC, as Special Servicer for the Hammons Hotel Portfolio Mortgage Loan, Deutsche Bank Trust Company Americas, as Trustee for the Hammons Hotel Portfolio Mortgage Loan, Citibank, N.A., as Certificate Administrator for the Hammons Hotel Portfolio Mortgage Loan, Deutsche Bank Trust Company Americas, as Custodian for the Hammons Hotel Portfolio Mortgage Loan, Situs Holdings, LLC, as Operating Advisor for the Hammons Hotel Portfolio Mortgage Loan, CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for the Hammons Hotel Portfolio Mortgage Loan, National Tax Search, LLC, as Servicing Function Participant for the Hammons Hotel Portfolio Mortgage Loan, Wells Fargo Bank, National Association, as Primary Servicer for the DoubleTree Hotel Universal Mortgage Loan, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer for the DoubleTree Hotel Universal Mortgage Loan, U.S. Bank National Association, as Trustee for the DoubleTree Hotel Universal Mortgage Loan, U.S. Bank National Association, as Certificate Administrator for the DoubleTree Hotel Universal Mortgage Loan, U.S. Bank National Association, as Custodian for the DoubleTree Hotel Universal Mortgage Loan, Pentalpha Surveillance LLC, as Operating Advisor for the DoubleTree Hotel Universal Mortgage Loan, CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for the DoubleTree Hotel Universal Mortgage Loan, National Tax Search, LLC, as Servicing Function Participant for the DoubleTree Hotel Universal Mortgage Loan, Wells Fargo Bank, National Association, as Primary Servicer for the 590 Madison Avenue Mortgage Loan, AEGON USA Realty Advisors, LLC, as Special Servicer for the 590 Madison Avenue Mortgage Loan, Wilmington Trust, National Association, as Trustee for the 590 Madison Avenue Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator for the 590 Madison Avenue Mortgage Loan, Wells Fargo Bank, National Association, as Custodian for the 590 Madison Avenue Mortgage Loan, CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for the 590 Madison Avenue Mortgage Loan, National Tax Search, LLC, as Servicing Function Participant for the 590 Madison Avenue Mortgage Loan, Berkeley Point Capital LLC, as Primary Servicer for the Element LA Mortgage Loan, CWCapital Asset Management LLC, as Special Servicer for the Element LA Mortgage Loan, Wilmington Trust, National Association, as Trustee for the Element LA Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator for the Element LA Mortgage Loan, Wells Fargo Bank, National Association, as Custodian for the Element LA Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor for the Element LA Mortgage Loan.
Dated: August 3, 2018
/s/ Leah Nivison
Chief Executive Officer
(senior officer in charge of securitization of the depositor)
(logo) berkeley point
MANAGEMENT’S ASSESSMENT OF COMPLIANCE WITH
APPLICABLE SERVICING CRITERIA
PURSUANT TO ITEM 1122 OF REGULATION AB
Management of Berkeley Point Capital LLC (“BPC”) is responsible for assessing compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission relating to its role in the servicing of commercial mortgage-backed securities transactions conducted by BPC (the “Platform”) as of and for the year ended December 31, 2017 (the “Reporting Period”). Appendix A identifies the individual asset-backed transactions and securities defined by management as constituting the Platform.
BPC’s management has assessed BPC’s compliance with the applicable servicing criteria during the Reporting Period. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission (“SEC”) in paragraph (d) of Item 1122 of Regulation AB, excluding the criteria set forth in Appendix B, which management has determined are not applicable to the servicing activities it performs with respect to the Platform.
With respect to applicable servicing criteria identified in Appendix C, there were no activities performed for the Reporting Period with respect to the Platform, because there was no occurrence of events that would require BPC to perform such activities.
With respect to servicing criteria 1122(d)(1)(v), 1122(d)(2)(vi) and 1122(d)(2)(vii), management has engaged Midland Loan Services, a division of PNC Bank, National Association (“Midland”) to perform the activities required by these servicing criteria. BPC’s management has determined that Midland is not a “servicer” as defined in Item 1101(j) of Regulation AB, and BPC’s management has elected to take responsibility for assessing compliance with the servicing criteria applicable to Midland as permitted by the SEC’s Compliance and Disclosure Interpretation (“C&DI”) 200.06, Vendors Engaged by Servicers (C&DI 200.06) (formerly SEC Regulation AB Manual of Publicly Available Telephone Interpretations, 17.06). Management has policies and procedures in place designed to provide reasonable assurance that Midland’s activities comply in all material respects with the servicing criteria applicable to Midland. BPC has not identified and is not aware of any material instances of noncompliance by Midland with the applicable servicing criteria during the Reporting Period, with respect to the Platform taken as a whole, nor has it identified any material deficiencies in its policies and procedures to monitor the compliance by Midland with the applicable servicing criteria during the Reporting Period with respect to the Platform taken as a whole. BPC is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for Midland and the related criteria.
Based on such assessment, management believes that with respect to the Reporting Period, BPC has complied in all material respects with the servicing criteria set forth in Item 1122(d) of Regulation AB of the SEC, including servicing criteria 1122(d)(1)(v), 1122(d)(2)(vi) and 1122(d)(2)(vii) for which compliance is determined based on C&DI 200.06 as described above relating to its role in the servicing of the Platform.
berkeley point capital llc
one beacon street ∙ 14th floor ∙ boston, ma 02108
(p) 877-526-3562 ∙ www.berkpoint.com
Ernst and Young LLP, an independent registered public accounting firm, has issued an attestation report with respect to management’s assessment of compliance with the applicable servicing criteria with respect to the Reporting Period.
BERKELEY POINT CAPITAL LLC
/s/ Ronald Steffenino
Ronald Steffenino
Senior Managing Director,
Date 2/16/18
/s/ Michael Rispoli
Michael Rispoli
Chief Financial Officer
Date 2/22/18
|
Appendix A to Management's Assessment |
|||
|
List of Loans for the Commercial Mortgage-Backed Securities constituting the "Platform" |
|||
|
Loan # |
Primary Borrower |
Primary Collateral |
Securitization |
|
201414364 |
Marble Cliff Commons Apartments LLC |
Marble Cliff Commons |
COMM 2014-CCRE 17 Mortgage Trust Commercial Mortgage Pass- Through Certificates |
|
201414099 |
YTC Butterfield Owner LLC |
Yorktown Center |
Commercial Mortgage Pass-Through Certificates Series 2014-FL1 |
|
201416328 |
BOT, LLC |
Library Lofts West |
COMM 2014-UBS4 Mortgage Trust Commercial Mortgage Pass-Through Certificates |
|
201416895 |
Pasadena East Office Investors LP |
2700 East Foothill |
COMM 2014-UBS4 Mortgage Trust Commercial Mortgage Pass-Through Certificates |
|
201416006 |
Sunroad Centrum Office One Partners, LP |
Bridgepoint Tower |
COMM 2014-CCRE19 Mortgage Trust Commercial Mortgage Pass- Through Certificates |
|
201416709 |
Millpond Village Apartments, II, LLC |
Millpond Village Apartments |
Commercial Mortgage Pass-Through Certificates Series 2014-GC24 |
|
201417736 |
Towne Independent Living, LLC |
Towne Village |
COMM 2014-CCRE20 Mortgage Trust Commercial Mortgage Pass- Through Certificates |
|
201418750 |
ST Mall Owner, LLC |
South Towne Center |
Commercial Mortgage Pass-Through Certificates Series 2014-FL2 |
|
201409550 |
KRE Colonie Owner, LLC |
Colonie Center |
Commercial Mortgage Pass-Through Certificates Series 2014-FL2 |
|
201518310 |
Candlewood Lake Plaza, LLC. |
Candlewood Lake Plaza |
COMM 2015-LC19 Mortgage Trust Commercial Mortgage Pass-Through Certificates |
|
201418799 |
Canoga Office Investors LP |
5950 Canoga Avenue |
Commercial Mortgage Pass-Through Certificates Series 2015-GC28 |
|
201417076 |
Chestnut Oaks Land, Inc. |
Chestnut Oaks Condominium |
Commercial Mortgage Pass-Through Certificates Series 2015-GC28 |
|
201521700 |
Stony Brook Management, LLC. |
Stony Brook MHP |
Commercial Mortgage Pass-Through Certificates Series 2015-GC30 |
|
201521697 |
North View Manor, LLC. |
North View Manor MHP |
Commercial Mortgage Pass-Through Certificates Series 2015-GC30 |
|
201520588 |
Stonegate Apartments, LLC. |
Stonegate Apartments |
Commercial Mortgage Pass-Through Certificates Series 2015-CCRE23 |
|
201519159 |
College Station Apartments, LLC. |
College Station & The Polos |
Commercial Mortgage Pass-Through Certificates Series 2015-CCRE23 |
|
201521177 |
Mayfield NM, LLC |
Luxe Villas |
Commercial Mortgage Pass-Through Certificates Series 2015-CCRE23 |
|
201521698 |
The Pines at West Penn, LLC. |
Pines at West Penn MHP |
Commercial Mortgage Pass-Through Certificates Series 2015-LC21 |
|
201521695 |
Indian Run Village, LLC. |
Indian Run Village MHP |
Commercial Mortgage Pass-Through Certificates Series 2015-LC21 |
|
211521998 |
Eden Roc, LLLP. |
Eden Roc |
COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass- Through Certificates |
|
221521998 |
Eden Roc, LLLP. |
Eden Roc A2 |
COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass- Through Certificates |
|
231521998 |
Eden Roc, LLLP. |
Eden Roc A3 |
COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass- Through Certificates |
|
241521998 |
Eden Roc, LLLP. |
Eden Roc A4 |
COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass- Through Certificates |
|
201523536 |
Newberry Estates Management, LLC. |
Newberry Estates MHP |
COMM 2015-CCRE26 Mortgage Trust Commercial Mortgage Pass- Through Certificates |
|
201521902 |
Clan Keith Real Estate Investments, LLC. |
Leisure Lake MHP |
COMM 2015-CCRE26 Mortgage Trust Commercial Mortgage Pass- Through Certificates |
|
201519207 |
EIP HOLLISTON, LLC. |
89 Cross Street |
COMM 2015-CCRE26 Mortgage Trust Commercial Mortgage Pass- Through Certificates |
|
201523541 |
Cedar Manor Management, LLC. |
Cedar Manor MHP |
COMM 2015 CCRE27 Mortgage Trust Commercial Mortgage Pass-Through Certificates |
|
201523532 |
Brookhaven MHP Management, LLC. |
Brookhaven MHP |
COMM 2015 CCRE27 Mortgage Trust Commercial Mortgage Pass-Through Certificates |
|
211523066 |
NMS 1539, LLC. |
Luxe at 1539 A1 |
COMM 2015 CCRE27 Morgtage Trust Commercial Mortgage Pass-Through Certificates |
|
221523066 |
NMS 1539, LLC. |
Luxe at 1539 A2 |
CFCRE 2016-C3 Mortgage Trust Commercial Mortgage Pass-through Certificates, Series 2016-C3 |
|
231523066 |
NMS 1539, LLC. |
Luxe at 1539 A3 |
CFCRE 2016-C4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C4 |
|
211521599 |
Hualalai Investors, LLC. |
Four Seasons Hualalai A1 |
GSCCRE Commercial Mortgage Trust 2015-HULA Commercial Mortgage Pass-Through Certificates, Series 2015-HULA |
|
231521599 |
Hualalai Investors, LLC. |
Four Seasons Hualalai A2 |
GSCCRE Commercial Mortgage Trust 2015-HULA Commercial Mortgage Pass-Through Certificates, Series 2015-HULA |
|
271521599 |
Hualalai Investors, LLC. |
Four Seasons Hualalai A3 |
GSCCRE Commercial Mortgage Trust 2015-HULA Commercial Mortgage Pass-Through Certificates, Series 2015-HULA |
|
281521599 |
Hualalai Investors, LLC. |
Four Seasons Hualalai A4 |
GSCCRE Commercial Mortgage Trust 2015-HULA Commercial Mortgage Pass-Through Certificates, Series 2015-HULA |
|
291521599 |
Hualalai Investors, LLC. |
Four Seasons Hualalai A5 |
GSCCRE Commercial Mortgage Trust 2015-HULA Commercial Mortgage Pass-Through Certificates, Series 2015-HULA |
|
301521599 |
Hualalai Investors, LLC. |
Four Seasons Hualalai A6 |
GSCCRE Commercial Mortgage Trust 2015-HULA Commercial Mortgage Pass-Through Certificates, Series 2015-HULA |
|
311521599 |
Hualalai Investors, LLC. |
Four Seasons Hualalai A7 |
GSCCRE Commercial Mortgage Trust 2015-HULA Commercial Mortgage Pass-Through Certificates, Series 2015-HULA |
|
201523538 |
Deer Run Management, LLC. |
Deer Run MHP |
Commercial Mortgage Pass-Through Certificates Series 2015-GC34 |
|
201523533 |
Meadowview Management, LLC. |
Meadow View Estates MHP |
Commercial Mortgage Pass-Through Certificates Series 2015-GC34 |
|
201523530 |
Mill Creek MHP Management, LLC. |
Mill Creek Estates |
Commercial Mortgage Pass-Through Certificates Series 2015-GC34 |
|
221524031 |
Hudson Element LA, LLC. |
Element LA |
Commercial Mortgage Pass-Through Certificates Series 2015-GS1 |
|
201517274 |
Landings Shops & Offices, Ltd. |
The Landings (Offices) |
COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates |
|
201524697 |
SFI Real Estate Holdings LLC |
123 Townsend Street |
CFCRE 2016-C3 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C3 |
|
201524556 |
Eastland Plaza Holding LLC |
Eastland Plaza |
CFCRE 2016-C3 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C3 |
|
211524031 |
Hudson Element LA, LLC |
Element LA |
CFCRE 2016-C3 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C3 (Whole Loan) |
|
221524031 |
Hudson Element LA, LLC |
Element LA |
Commercial Mortgage Pass-Through Certificates Series 2016-GS1 |
|
231524031 |
Hudson Element LA, LLC |
Element LA |
Commercial Mortgage Pass-Through Certificates Series 2016-GC36 |
|
241524031 |
Hudson Element LA, LLC |
Element LA |
COMM 2016-CCRE28 Mortgage Trust Commercial Mortgage Pass- Through Certificates, Series 2016-CCRE28 |
|
211623513 |
Di Lido Beach Resort LLC |
Ritz Carlton South Beach |
CCRESG Commercial Mortgage Trust 2016-HEAT Commercial Mortgage Pass-Through Certificates, Series 2016-HEAT |
|
221623513 |
Di Lido Beach Resort LLC |
Ritz Carlton South Beach |
CCRESG Commercial Mortgage Trust 2016-HEAT Commercial Mortgage Pass-Through Certificates, Series 2016-HEAT |
|
201523542 |
Northwood Manor Management LLC |
Northwood Manor |
CFCRE 2016-C4 Mortgage Trust Commercial Mortgage Pass-through Certificates, Series 2016-C4 |
|
201624747 |
Moss Gardens LLC |
Hurley Way |
CFCRE 2016-C4 Mortgage Trust Commercial Mortgage Pass-through Certificates, Series 2016-C4 |
|
201626401 |
Dahn America360 Storage III DST |
Athens Sentry Self Storage |
CFCRE 2016-C4 Mortgage Trust Commercial Mortgage Pass-through Certificates, Series 2016-C4 |
|
201622406 |
1125 East Johnson, LLC |
Johnson Crossing |
CFCRE 2016-C4 Mortgage Trust Commercial Mortgage Pass-through Certificates, Series 2016-C4 |
|
211523324 |
34th Street Penn Associates LLC |
215 West 34th St. & 218 West 34th St. A1 |
CFCRE 2016-C4 Mortgage Trust Commercial Mortgage Pass-through Certificates, Series 2016-C4 (Whole Loan) |
|
221523324 |
34th Street Penn Associates LLC |
215 West 34th St. & 218 West 34th St. A2 |
Commercial Mortgage Pass-Through Certificates Series 2016-GC36 |
|
231523324 |
34th Street Penn Associates LLC |
215 West 34th St. & 218 West 34th St. A3 |
CFCRE 2016-C3 Mortgage Trust Commercial Mortgage Pass-through Certificates, Series 2016-C3 |
|
201625067 |
Bartlett Building LLC |
Renaissance Cincinnati A1 |
CFCRE 2016-C4 Mortgage Trust Commercial Mortgage Pass-through Certificates, Series 2016-C4 (Whole Loan) |
|
211625067 |
Bartlett Building LLC |
Renaissance Cincinnati A1 |
CFCRE 2016-C4 Mortgage Trust Commercial Mortgage Pass-through Certificates, Series 2016-C4 (Whole Loan) |
|
211626664 |
Columbia Properties Savannah LLC |
Marriott Savannah Riverfront A1- 1 |
Citigroup Commercial Mortgage Trust 2016-C1, Commercial Mortgage Pass-through Certificates, Series 2016-C1 |
|
231626664 |
Columbia Properties Savannah LLC |
Marriott Savannah Riverfront A2- 1 |
Citigroup Commercial Mortgage Trust 2016-C1, Commercial Mortgage Pass-through Certificates, Series 2016-C1 |
|
251626664 |
Columbia Properties Savannah LLC |
Marriott Savannah Riverfront A3 |
CFCRE 2016-C6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C6 |
|
261626664 |
Columbia Properties Savannah LLC |
Marriott Savannah Riverfront A4 |
Citigroup Commercial Mortgage Trust 2016-C1, Commercial Mortgage Pass-through Certificates, Series 2016-C1 |
|
221626664 |
Columbia Properties Savannah LLC |
Marriott Savannah Riverfront A1- 2 |
CFCRE 2016-C6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C6 |
|
241626664 |
Columbia Properties Savannah LLC |
Marriott Savannah Riverfront A2- 2 |
Citigroup Commercial Mortgage Trust 2016-C1, Commercial Mortgage Pass-through Certificates, Series 2016-C1 |
|
201626524 |
534 Holland Holdings, LLC |
534 Holland |
SG Commercial Mortgage Securities Trust 2016-C5 Commercial Mortgage Pass-Through Certificates Series 2016-C5 |
|
201627988 |
CA 1031 Birmingham MOB, DST |
Fresenius Birmingham |
Citigroup Commercial Mortgage Trust 2016-C3, Commercial Mortgage Pass-through Certificates, Series 2016-C3 |
|
201621572 |
146 North Canal Street, LLC |
Ship Canal Office Center |
CFCRE 2016-C6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2016-C6 |
|
201623452 |
RWN-Colonnade Hotel, LLC |
Inn at the Colonnade |
CFCRE 2016-C6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2016-C6 |
|
201626784 |
1000 K Street Sacramento, LLC |
1000 K Street |
CFCRE 2016-C6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2016-C6 |
|
201627456 |
Barracco Realty, LLC |
312-314 Bleecker Street |
CFCRE 2016-C6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2016-C6 |
|
201627948 |
7th & Pine, LLC |
7th & Pine Seattle Retail & Parking |
CFCRE 2016-C6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2016-C6 |
|
201628176 |
CS 1031 Morganton MOB, DST |
Fresenius Morganton |
CFCRE 2016-C6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2016-C6 |
|
201628155 |
Adrian Realty, LLC |
Walgreens Adrian |
CFCRE 2016-C7 Commercial Mortgage Pass-Through Certificates |
|
201628363 |
KB Cleveland Dialysis, DST |
Fresenius Cleveland |
CFCRE 2016-C7 Commercial Mortgage Pass-Through Certificates |
|
201628411 |
299 Madison Hotel, LLC |
Library Hotel |
CFCRE 2016-C7 Commercial Mortgage Pass-Through Certificates |
|
201628680 |
KB Texas Dialysis Portfolio, DST |
Fresenius Crockett |
CFCRE 2016-C7 Commercial Mortgage Pass-Through Certificates |
|
201628680 |
KB Texas Dialysis Portfolio, DST |
Fresenius Houston |
CFCRE 2016-C7 Commercial Mortgage Pass-Through Certificates |
|
201628790 |
CHL Neenah, LLC |
Shopko Neenah |
CFCRE 2016-C7 Commercial Mortgage Pass-Through Certificates |
|
201628791 |
CHL Winona, LLC |
Shopko Winona |
CFCRE 2016-C7 Commercial Mortgage Pass-Through Certificates |
|
211627959 |
SRMKIID, LLC |
Google Kirkland Campus Phase II |
CFCRE 2016-C7 Commercial Mortgage Pass-Through Certificates (Whole Loan) |
|
221627959 |
SRMKIID, LLC |
Google Kirkland Campus Phase II |
CFCRE 2016-C7 Commercial Mortgage Pass-Through Certificates (Whole Loan) |
|
221627959 |
SRMKIID, LLC |
Google Kirkland Campus Phase II Note A2 |
CFCRE 2017-C8 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-C8 |
|
201628522 |
KB St. Louis Dialysis Portfolio DST |
DaVita St. Louis |
CFCRE 2017-C8 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-C8 |
|
201734803 |
Entourage Enterprises LLC |
Bent Tree Apartments |
CFCRE 2017-C8 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-C8 |
|
201735258 |
JMF Pershing Square LLC |
Pershing Square Building |
CFCRE 2017-C8 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-C8 |
|
201735369 |
MVP Houston Preston Lot LLC |
MVP Houston Preston Lot |
CFCRE 2017-C8 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-C8 |
|
211734917 |
200 Marina Boulevard Berkeley, LLC |
Doubletree by Hilton Berkeley Ma |
UBS Commercial Mortgage Trust 2017-C4 Commercial Mortgage Pass- Through Certficates Series 2017-C4 |
|
241734917 |
200 Marina Boulevard Berkeley, LLC |
Doubletree by Hilton Berkeley Ma |
UBS Commercial Mortgage Trust 2017-C5 Commercial Mortgage Pass- Through Certfiicates Series 2017-C5 |
|
231734917 |
200 Marina Boulevard Berkeley, LLC |
Doubletree by Hilton Berkeley Ma |
UBS Commercial Mortgage Trust 2017-C5 Commercial Mortgage Pass- Through Certfiicates Series 2017-C5 |
|
201735688 |
MVP St. Louis Cardinal LOT DST |
St. Louis Cardinals Lot |
Citigroup Commercial Mortgage Trust 2017-C4 Commercial Mortgage Pass-Through Certificates Series 2017-C4 |
|
201735541 |
Checkmate LP |
5 Rose Avenue |
Citigroup Commercial Mortgage Trust 2017-C4 Commercial Mortgage Pass-Through Certificates Series 2017-C4 |
|
201735414 |
Threadneedle Baltimore LP |
8212 Liberty Road |
Citigroup Commercial Mortgage Trust 2017-C4 Commercial Mortgage Pass-Through Certificates Series 2017-C4 |
|
201735442 |
GFIG Florida One, LLC |
Holiday Inn Express Tallahasee |
UBS Commercial Mortgage Trust 2017-C5 Commercial Mortgage Pass- Through Certfiicates Series 2017-C5 |
|
201736592 |
Three Seventeen Southwest Alder, LLC |
Loyalty & Hamilton |
UBS Commercial Mortgage Trust 2017-C5 Commercial Mortgage Pass- Through Certfiicates Series 2017-C5 |
|
201736732 |
Reno Kohls, LLC |
Kohl's Reno |
CCUBS Commercial Mortgage Trust 2017-C1 Commercial Mortgage Pass- Through Certificates Series 2017-C1 |
|
201736858 |
120 Bowery Acquisition LLC |
130 Bowery |
CCUBS Commercial Mortgage Trust 2017-C1 Commercial Mortgage Pass- Through Certificates Series 2017-C1 |
|
211727804 |
Harmon Corner LLC |
Harmon Corner Note A1 |
UBS Commercial Mortgage Trust 2017-C6 Commercial Mortgage Pass- Through Certificates, Series 2017-C6 |
|
221727804 |
Harmon Corner LLC |
Harmon Corner Note A2 |
CCUBS Commercial Mortgage Trust 2017-C1 Commercial Mortgage Pass- Through Certificates Series 2017-C1 |
|
241727804 |
Harmon Corner LLC |
Harmon Corner Note A4 |
CCUBS Commercial Mortgage Trust 2017-C1 Commercial Mortgage Pass- Through Certificates Series 2017-C1 |
|
231727804 |
Harmon Corner LLC |
Harmon Corner Note A3 |
UBS Commercial Mortgage Trust 2017-C7 Commercial Mortgage Pass- Through Certifications 2017-C7 |
Appendix B to Management’s Assessment
Regulation AB Item 1122(d) criteria determined to be not applicable:
· 1122(d)(1)(iii)
· 1122(d)(2)(ii)
· 1122(d)(2)(iii)
· 1122(d)(3)(i)
· 1122(d)(3)(ii)
· 1122(d)(3)(iv)
· 1122(d)(4)(ii)
· 1122(d)(4)(vii)
· 1122(d)(4)(xv)
Appendix C to Management’s Assessment
Regulation AB Item 1122(d) criteria that BPC is under contract to perform the activities required, but for which there were no occurrences of events for the year ended December 31, 2017 that required them to perform such activities:
· 1122(d)(4)(i)
· 1122(d)(4)(iii)
· 1122(d)(4)(vi)
· 1122(d)(4)(viii)
· 1122(d)(4)(xii)
· 1122(d)(4)(xiv)