10-K/A 1 ccr16c03_10ka-20171.htm ccr16c03_10ka-20171.htm - Generated by SEC Publisher for SEC Filing

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)

/s/ James Buccola

James Buccola, Chief Executive Officer

(senior officer in charge of securitization of the depositor)

Date: October 12, 2018