10-K/A 1 ccc16c28_10ka-2017.htm ccc16c28_10ka-2017.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

(Mark One)

x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017

or

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number of the issuing entity: 333-206705-01

Central Index Key Number of the issuing entity: 0001663239

COMM 2016-CCRE28 Mortgage Trust

(exact name of the issuing entity as specified in its charter)

 

Central Index Key Number of the depositor: 0001013454

Deutsche Mortgage & Asset Receiving Corporation

(exact name of the depositor as specified in its charter)

 

Central Index Key Number of the sponsor: 0001541294

German American Capital Corporation

(exact name of the sponsor as specified in its charter)

 

Central Index Key Number of the sponsor: 0001558761

Cantor Commercial Real Estate Lending, L.P.

(exact name of the sponsor as specified in its charter)

 

Central Index Key Number of the sponsor: 0001555524

LoanCore Capital Markets LLC

(exact name of the sponsor as specified in its charter)
(formerly known as Jefferies LoanCore LLC)

 

Central Index Key Number of the sponsor: 0001541468

Ladder Capital Finance LLC

(exact name of the sponsor as specified in its charter)

 

New York
(State or other jurisdiction of
incorporation or organization of

the issuing entity)

38-3984705

38-3984706

38-7145079

(I.R.S. Employer

Identification Numbers)


c/o Wells Fargo Bank, National Association

as Certificate Administrator

9062 Old Annapolis Road

Columbia, MD

(Address of principal executive offices of the issuing entity)

21045

(Zip Code)

Registrant’s telephone number, including area code:

(212) 250-2500

Securities registered pursuant to Section 12(b) of the Act:  None.

Securities registered pursuant to Section 12(g) of the Act:  None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  o Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  o Yes No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Not applicable.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  

Not applicable.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer            o                                                                                            Accelerated filer                      o

Non-accelerated filer                (Do not check if a smaller reporting company)                Smaller reporting company     o

                                                                                                                                                Emerging growth company     o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                     o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  o Yes No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Not applicable.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  o Yes o No

Not applicable.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Not applicable.

DOCUMENTS INCORPORATED BY REFERENCE

 

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

Not applicable.

 

EXPLANATORY NOTES

The purpose of this Amendment No. 2 (the “Amendment”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission (the “Commission”) on March 19, 2018 (the “Original 10-K”) is to file with the Commission a report on assessment of compliance with servicing criteria of Berkeley Point Capital LLC, as primary servicer, as Exhibit 33.65 as a replacement of the report on assessment of compliance with servicing criteria filed as Exhibit 33.65 to the Original 10-K.  This Amendment supersedes and replaces in its entirety the report on assessment of compliance with servicing criteria of Berkeley Point Capital LLC, as primary servicer, filed as Exhibit 33.65 to Amendment No. 1 to our Annual Report on Form 10-K filed with the Commission on June 22, 2018. 

  

PART I

Item 1.  Business.

Omitted.

Item 1A.  Risk Factors.

Omitted.

Item 1B.  Unresolved Staff Comments.

None.

Item 2.  Properties.

Omitted.

Item 3.  Legal Proceedings.

Omitted.

Item 4.  Mine Safety Disclosures.

Not applicable.

PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Omitted.

Item 6.  Selected Financial Data.

Omitted.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Omitted.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

Omitted.

Item 8.  Financial Statements and Supplementary Data.

Omitted.

Item 9.  Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Omitted.

Item 9A.  Controls and Procedures.

Omitted.

Item 9B.  Other Information.

None.

PART III

Item 10.  Directors, Executive Officers and Corporate Governance.

Omitted.

Item 11.  Executive Compensation.

Omitted.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Omitted.

Item 13.  Certain Relationships and Related Transactions, and Director Independence.

Omitted.

Item 14.  Principal Accounting Fees and Services.

Omitted.

ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

Item 1112(b) of Regulation AB, Significant Obligor Financial Information.

No single obligor represents 10% or more of the pool assets held by the issuing entity.

Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information.

No entity or group of affiliated entities provides any external credit enhancement or other support for the certificates within this transaction as described under Item 1114(a) of Regulation AB.

Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).

No entity or group of affiliated entities provides any derivative instruments or other support for the certificates within this transaction as described under Item 1115 of Regulation AB.

Item 1117 of Regulation AB, Legal Proceedings.

The registrant knows of no material pending legal proceeding involving the trust or any party related to the trust, other than routine litigation incidental to the duties of those respective parties, and the following, with respect to Wells Fargo Bank, National Association, as certificate administrator, custodian and trustee, CWCapital Asset Management LLC, as special servicer, and KeyBank National Association, as primary servicer:

On June 18, 2014, a group of institutional investors filed a civil complaint in the Supreme Court of the State of New York, New York County, against Wells Fargo Bank, N.A. (“Wells Fargo Bank”) in its capacity as trustee under 276 residential mortgage backed securities (“RMBS”) trusts, which was later amended on July 18, 2014, to increase the number of trusts to 284 RMBS trusts. On November 24, 2014, the plaintiffs filed a motion to voluntarily dismiss the state court action without prejudice. That same day, a group of institutional investors filed a putative class action complaint in the United States District Court for the Southern District of New York (the “District Court”) against Wells Fargo Bank, alleging claims against the bank in its capacity as trustee for 274 RMBS trusts (the “Federal Court Complaint”). In December 2014, the plaintiffs’ motion to voluntarily dismiss their original state court action was granted. As with the prior state court action, the Federal Court Complaint is one of six similar complaints filed contemporaneously against RMBS trustees (Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and US Bank) by a group of institutional investor plaintiffs. The Federal Court Complaint against Wells Fargo Bank alleges that the trustee caused losses to investors and asserts causes of action based upon, among other things, the trustee's alleged failure to: (i) notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default, and (iii) abide by appropriate standards of care following alleged events of default. Relief sought includes money damages in an unspecified amount, reimbursement of expenses, and equitable relief. Other cases alleging similar causes of action have been filed against Wells Fargo Bank and other trustees in the District Court by RMBS investors in these and other transactions, and these cases against Wells Fargo Bank are proceeding before the same District Court judge. A similar complaint was also filed May 27, 2016 in New York state court by a different plaintiff investor. On January 19, 2016, an order was entered in connection with the Federal Court Complaint in which the District Court declined to exercise jurisdiction over 261 trusts at issue in the Federal Court Complaint; the District Court also allowed plaintiffs to file amended complaints as to the remaining, non-dismissed trusts, if they so chose, and three amended complaints have been filed. On December 17, 2016, the investor plaintiffs in the 261 trusts dismissed from the Federal Court Complaint filed a new complaint in New York state court (the “State Court Complaint”). In September 2017, Royal Park Investments SA/NV (“Royal Park”), one of the plaintiffs in the District Court cases against Wells Fargo Bank, filed a putative class action complaint relating to two trusts seeking declaratory and injunctive relief and money damages based on Wells Fargo Bank’s indemnification from trust funds for legal fees and expenses Wells Fargo Bank incurs or has incurred in defending the District Court case filed by Royal Park. With respect to the foregoing litigations, Wells Fargo Bank believes plaintiffs' claims are without merit and intends to contest the claims vigorously, but there can be no assurances as to the outcome of the litigations or the possible impact of the litigations on Wells Fargo Bank or the RMBS trusts.

On December 1, 2017, a complaint against CWCapital Asset Management LLC (“CWCAM”) and others was filed in the United States District Court for the Southern District of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., No. 17-cv-9463. The gravamen of the complaint alleges breaches of a contract and fiduciary duties by CWCAM’s affiliate, CWCapital Investments LLC in its capacity as collateral manager for the collateralized debt obligation transaction involving CWCapital Cobalt Vr Ltd. In total, there are fourteen (14) counts pled in the complaint. Of those 14, five (5) claims are asserted against CWCAM for aiding and abetting breach of fiduciary duty, conversion, and unjust enrichment. CWCAM denies the claims and intends to vigorously defend itself against these claims.

On February 23, 2016, a certificateholder of the J.P. Morgan Chase Commercial Mortgage Securities Trust, Series 2007-CIBC18 (the “Trust”) filed suit in the Supreme Court of New York, County of New York, against KeyBank National Association and Berkadia Commercial Mortgage LLC (collectively, the “Servicers”).  The suit was filed derivatively on behalf of the Trust.  The action was brought in connection with the Servicers’ determination of the fair value of a loan, secured by the Bryant Park Hotel in New York City, held by the Trust and sold to an assignee of the Trust’s directing certificateholder, pursuant to an exercise of the fair value option set forth in the Pooling and Servicing Agreement governing the Trust.  There can be no assurances as to the outcome of the action or the possible impact of the litigation on the Servicers.  Both Servicers deny liability, believe that they performed their obligations in accordance with the terms of the Pooling and Servicing Agreement, and have contested the claims asserted against them, filing a motion to dismiss the case.  On November 28, 2016, the Servicers’ motion to dismiss was granted.  The plaintiff certificateholder has filed a notice of appeal, and the appeal is pending.

Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.

The information regarding this Item has been previously provided in the prospectus of the Registrant relating to the issuing entity filed on February 10, 2016 pursuant to Rule 424(b)(2).

Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.

The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the mortgage loans are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Schedule II to the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the transaction responsible for each applicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the Equity Inns Portfolio Mortgage Loan and the Harvey Building Products Portfolio Mortgage Loan, which are being serviced and administered pursuant to the pooling and servicing agreement for the COMM 2015-LC23 Transaction, are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Schedule II to the pooling and servicing agreement for the COMM 2015-LC23 Transaction incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the COMM 2015-LC23 Transaction responsible for each applicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the 32 Avenue of the Americas Mortgage Loan, which is being serviced and administered pursuant to the pooling and servicing agreement for the JPMBB 2015-C33 Transaction, are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to the pooling and servicing agreement for the JPMBB 2015-C33 Transaction incorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the JPMBB 2015-C33 Transaction responsible for each applicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the Element LA Mortgage Loan, which is being serviced and administered pursuant to the pooling and servicing agreement for the CFCRE 2016-C3 Transaction, are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Schedule II to the pooling and servicing agreement for the CFCRE 2016-C3 Transaction incorporated by reference as Exhibit 4.4 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the CFCRE 2016-C3 Transaction responsible for each applicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the FedEx Brooklyn Mortgage Loan, which is being serviced and administered pursuant to the pooling and servicing agreement for the CSAIL 2016-C5 Transaction, are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to the pooling and servicing agreement for the CSAIL 2016-C5 Transaction incorporated by reference as Exhibit 4.5 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the CSAIL 2016-C5 Transaction responsible for each applicable servicing criteria set forth in Item 1122(d).

Item 1123 of Regulation AB, Servicer Compliance Statement.

The servicer compliance statements are attached as Exhibits to this Annual Report on Form 10-K.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) The following is a list of documents filed as part of this Annual Report on Form 10-K:

(1) Not applicable

(2) Not applicable

(3) See below

 

4.1           Pooling and Servicing Agreement, dated as of February 1, 2016, by and among Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Paying Agent and Custodian, and Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K/A filed on March 31, 2016 under Commission File No. 333-206705-01 and incorporated by reference herein).

4.2           Pooling and Servicing Agreement, dated as of November 1, 2015, by and among Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Paying Agent and Custodian and Park Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit 4.4 to the registrant’s Current Report on Form 8-K filed on February 10, 2016 under Commission File No. 333-206705-01 and incorporated by reference herein).

4.3           Pooling and Servicing Agreement, dated as of November 1, 2015, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor (filed as Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on February 10, 2016 under Commission File No. 333-206705-01 and incorporated by reference herein).

4.4           Pooling and Servicing Agreement, dated as of January 1, 2016, by and among CCRE Commercial Mortgage Securities, L.P., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Paying Agent and Custodian, and Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K/A filed on February 19, 2016 under Commission File No. 333-206705-01 and incorporated by reference herein).

4.5           Pooling and Servicing Agreement, dated as of February 1, 2016, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer (filed as Exhibit 4.2 to the registrant’s Current Report on Form 8-K/A filed on March 31, 2016 under Commission File No. 333-206705-01 and incorporated by reference herein).

4.6           Co-Lender Agreement, dated as of February 10, 2016, between German American Capital Corporation, as Note A-1 Holder, and German American Capital Corporation, as Note A-2 Holder (filed as Exhibit 4.6 to the registrant’s Current Report on Form 8-K filed on February 10, 2016 under Commission File No. 333-206705-01 and incorporated by reference herein).

4.7           Co-Lender Agreement, dated as of January 28, 2016, between Cantor Commercial Real Estate Lending, L.P., as Note A-1 Holder, Cantor Commercial Real Estate Lending, L.P., as Note A-2 Holder, Cantor Commercial Real Estate Lending, L.P., as Note A-3 Holder and Cantor Commercial Real Estate Lending, L.P., as Note A-4 Holder (filed as Exhibit 4.7 to the registrant’s Current Report on Form 8-K filed on February 10, 2016 under Commission File No. 333-206705-01 and incorporated by reference herein).

4.8           Co-Lender Agreement, dated as of December 4, 2015, between Jefferies LoanCore LLC, as Note A-1 Holder, and Jefferies LoanCore LLC, as Note A-2 Holder (filed as Exhibit 4.8 to the registrant’s Current Report on Form 8-K filed on February 10, 2016 under Commission File No. 333-206705-01 and incorporated by reference herein).

4.9           Co-Lender Agreement, dated as of February 10, 2016, between Cantor Commercial Real Estate Lending, L.P., as Note A-1 Holder, and Cantor Commercial Real Estate Lending, L.P., as Note A-2 Holder (filed as Exhibit 4.10 to the registrant’s Current Report on Form 8-K filed on February 10, 2016 under Commission File No. 333-206705-01 and incorporated by reference herein).

4.10         Co-lender Agreement, dated as of January 8, 2016, by and among Wilmington Trust, National Association, as Trustee for the benefit of the Holders of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates, as the Note A-1-A Holder, Ladder Capital Finance III LLC – Series 97 – Equity inns Portfolio, as the Note A-1-B Holder, Ladder Capital Finance III LLC – Series 97 – Equity inns Portfolio, as the Note A-2-A1 Holder, Ladder Capital Finance III LLC – Series 97 – Equity inns Portfolio, as the Note A-2-A2 Holder, Ladder Capital Finance III LLC – Series 97 – Equity inns Portfolio, as the Note A-2-B Holder, Ladder Capital Finance III LLC – Series 97 – Equity inns Portfolio, as the Note A-3 Holder, Wilmington Trust, National Association, as Trustee for the benefit of the Holders of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates, as the Note A-4-A Holder, German American Capital Corporation, as the Note A-4-B Holder, German American Capital Corporation, as the Note A-5-A Holder, German American Capital Corporation, as the Note A-5-B Holder, and German American Capital Corporation, as the Note A-6 Holder (filed as Exhibit 4.12 to the registrant’s Current Report on Form 8-K filed on February 10, 2016 under Commission File No. 333-206705-01 and incorporated by reference herein).

4.11         Co-Lender Agreement, dated as of November 17, 2015, between Ladder Capital Finance III LLC – Series 98 - Harvey Portfolio, as Note A-1 Holder, Ladder Capital Finance III LLC – Series 98 - Harvey Portfolio, as Note A-2A Holder, Ladder Capital Finance III LLC – Series 98 - Harvey Portfolio, as Note A-2B Holder, and Ladder Capital Finance III LLC – Series 98 - Harvey Portfolio, as Note A-3 Holder (filed as Exhibit 4.13 to the registrant’s Current Report on Form 8-K filed on February 10, 2016 under Commission File No. 333-206705-01 and incorporated by reference herein).

4.12         Co-Lender Agreement, dated as of November 17, 2015, between JPMorgan Chase Bank, National Association, as Initial Note A-1 Holder, JPMorgan Chase Bank, National Association, as Initial Note A-2 Holder, JPMorgan Chase Bank, National Association, as Initial Note A-3 Holder, German American Capital Corporation, as Initial Note A-4 Holder, and German American Capital Corporation, as Initial Note A-5 Holder (filed as Exhibit 4.9 to the registrant’s Current Report on Form 8-K filed on February 10, 2016 under Commission File No. 333-206705-01 and incorporated by reference herein).

4.13         Co-Lender Agreement, dated as of October 9, 2015, between Cantor Commercial Real Estate Lending, L.P., as Note A-1A Holder, Cantor Commercial Real Estate Lending, L.P., as Note A-1B Holder, Goldman Sachs Mortgage Company, as Note A-2A Holder, and Goldman Sachs Mortgage Company, as Note A-2B Holder (filed as Exhibit 4.14 to the registrant’s Current Report on Form 8-K filed on February 10, 2016 under Commission File No. 333-206705-01 and incorporated by reference herein).

4.14         Co-Lender Agreement, dated as of February 9, 2016, between Jefferies LoanCore LLC, as Note A-1 Holder, and Jefferies LoanCore LLC, as Note A-2 Holder (filed as Exhibit 4.11 to the registrant’s Current Report on Form 8-K filed on February 10, 2016 under Commission File No. 333-206705-01 and incorporated by reference herein).

31            Rule 13a-14(d)/15d-14(d) Certifications.

33            Reports on assessment of compliance with servicing criteria for asset-backed securities.

33.1         Wells Fargo Bank, National Association, as Master Servicer (filed as Exhibit 33.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.2         Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer (filed as Exhibit 33.2 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.3         Wilmington Trust, National Association, as Trustee (Omitted.  See Explanatory Notes to the Original 10-K.)

33.4         Wells Fargo Bank, National Association, as Certificate Administrator (filed as Exhibit 33.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.5         Wells Fargo Bank, National Association, as Custodian (filed as Exhibit 33.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.6         Park Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit 33.6 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.7         CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant (filed as Exhibit 33.7 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.8         National Tax Search, LLC, as Servicing Function Participant (filed as Exhibit 33.8 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.9         Wells Fargo Bank, National Association, as Primary Servicer of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.10       Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 33.2 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.11       Wilmington Trust, National Association, as Trustee of the Santa Monica Multifamily Portfolio Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

33.12       Wells Fargo Bank, National Association, as Certificate Administrator of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.13       Wells Fargo Bank, National Association, as Custodian of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.14       Park Bridge Lender Services LLC, as Operating Advisor of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.15       CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.16       National Tax Search, LLC, as Servicing Function Participant of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.17       Wells Fargo Bank, National Association, as Primary Servicer of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.18       Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit 33.2 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.19       Wilmington Trust, National Association, as Trustee of the AG Life Time Fitness Portfolio Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

33.20       Wells Fargo Bank, National Association, as Certificate Administrator of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.21       Wells Fargo Bank, National Association, as Custodian of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.22       Park Bridge Lender Services LLC, as Operating Advisor of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.23       CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.24       National Tax Search, LLC, as Servicing Function Participant of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.25       Wells Fargo Bank, National Association, as Primary Servicer of the Promenade Gateway Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.26       Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer of the Promenade Gateway Mortgage Loan (filed as Exhibit 33.2 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.27       Wilmington Trust, National Association, as Trustee of the Promenade Gateway Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

33.28       Wells Fargo Bank, National Association, as Certificate Administrator of the Promenade Gateway Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.29       Wells Fargo Bank, National Association, as Custodian of the Promenade Gateway Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.30       Park Bridge Lender Services LLC, as Operating Advisor of the Promenade Gateway Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.31       CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Promenade Gateway Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.32       National Tax Search, LLC, as Servicing Function Participant of the Promenade Gateway Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.33       Wells Fargo Bank, National Association, as Primary Servicer of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.34       Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 33.2 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.35       Wilmington Trust, National Association, as Trustee of the Hyatt Regency St. Louis at The Arch Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

33.36       Wells Fargo Bank, National Association, as Certificate Administrator of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.37       Wells Fargo Bank, National Association, as Custodian of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.38       Park Bridge Lender Services LLC, as Operating Advisor of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.39       CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.40       National Tax Search, LLC, as Servicing Function Participant of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.41       Wells Fargo Bank, National Association, as Primary Servicer of the Equity Inns Portfolio Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.42       LNR Partners, LLC, as Special Servicer of the Equity Inns Portfolio Mortgage Loan (filed as Exhibit 33.42 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.43       Wilmington Trust, National Association, as Trustee of the Equity Inns Portfolio Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

33.44       Wells Fargo Bank, National Association, as Certificate Administrator of the Equity Inns Portfolio Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.45       Wells Fargo Bank, National Association, as Custodian of the Equity Inns Portfolio Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.46       Park Bridge Lender Services LLC, as Operating Advisor of the Equity Inns Portfolio Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.47       CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Equity Inns Portfolio Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.48       National Tax Search, LLC, as Servicing Function Participant of the Equity Inns Portfolio Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.49       Wells Fargo Bank, National Association, as Primary Servicer of the Harvey Building Products Portfolio Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.50       LNR Partners, LLC, as Special Servicer of the Harvey Building Products Portfolio Mortgage Loan (filed as Exhibit 33.42 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.51       Wilmington Trust, National Association, as Trustee of the Harvey Building Products Portfolio Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

33.52       Wells Fargo Bank, National Association, as Certificate Administrator of the Harvey Building Products Portfolio Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.53       Wells Fargo Bank, National Association, as Custodian of the Harvey Building Products Portfolio Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.54       Park Bridge Lender Services LLC, as Operating Advisor of the Harvey Building Products Portfolio Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.55       CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Harvey Building Products Portfolio Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.56       National Tax Search, LLC, as Servicing Function Participant of the Harvey Building Products Portfolio Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.57       Wells Fargo Bank, National Association, as Primary Servicer of the 32 Avenue of the Americas Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.58       Torchlight Loan Services, LLC, as Special Servicer of the 32 Avenue of the Americas Mortgage Loan (filed as Exhibit 33.58 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.59       Wilmington Trust, National Association, as Trustee of the 32 Avenue of the Americas Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

33.60       Wells Fargo Bank, National Association, as Certificate Administrator of the 32 Avenue of the Americas Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.61       Wells Fargo Bank, National Association, as Custodian of the 32 Avenue of the Americas Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.62       Pentalpha Surveillance LLC, as Senior Trust Advisor of the 32 Avenue of the Americas Mortgage Loan (filed as Exhibit 33.62 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.63       CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the 32 Avenue of the Americas Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.64       National Tax Search, LLC, as Servicing Function Participant of the 32 Avenue of the Americas Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.65       Berkeley Point Capital LLC, as Primary Servicer of the Element LA Mortgage Loan

33.66       CWCapital Asset Management LLC, as Special Servicer of the Element LA Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

33.67       Wilmington Trust, National Association, as Trustee of the Element LA Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

33.68       Wells Fargo Bank, National Association, as Certificate Administrator of the Element LA Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.69       Wells Fargo Bank, National Association, as Custodian of the Element LA Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.70       Park Bridge Lender Services LLC, as Operating Advisor of the Element LA Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.71       KeyBank National Association, as Primary Servicer of the FedEx Brooklyn Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

33.72       Rialto Capital Advisors, LLC, as Special Servicer of the FedEx Brooklyn Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

33.73       Wells Fargo Bank, National Association, as Trustee and Certificate Administrator of the FedEx Brooklyn Mortgage Loan (filed as Exhibit 33.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.74       Wells Fargo Bank, National Association, as Custodian of the FedEx Brooklyn Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

33.75       Pentalpha Surveillance LLC, as Operating Advisor of the FedEx Brooklyn Mortgage Loan (filed as Exhibit 33.62 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34            Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.

34.1         Wells Fargo Bank, National Association, as Master Servicer (filed as Exhibit 34.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.2         Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer (filed as Exhibit 34.2 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.3         Wilmington Trust, National Association, as Trustee (Omitted.  See Explanatory Notes to the Original 10-K.)

34.4         Wells Fargo Bank, National Association, as Certificate Administrator (filed as Exhibit 34.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.5         Wells Fargo Bank, National Association, as Custodian (filed as Exhibit 34.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.6         Park Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit 34.6 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.7         CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant (filed as Exhibit 34.7 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.8         National Tax Search, LLC, as Servicing Function Participant (filed as Exhibit 34.8 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.9         Wells Fargo Bank, National Association, as Primary Servicer of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.10       Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 34.2 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.11       Wilmington Trust, National Association, as Trustee of the Santa Monica Multifamily Portfolio Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

34.12       Wells Fargo Bank, National Association, as Certificate Administrator of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.13       Wells Fargo Bank, National Association, as Custodian of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.14       Park Bridge Lender Services LLC, as Operating Advisor of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.15       CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.16       National Tax Search, LLC, as Servicing Function Participant of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.17       Wells Fargo Bank, National Association, as Primary Servicer of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.18       Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit 34.2 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.19       Wilmington Trust, National Association, as Trustee of the AG Life Time Fitness Portfolio Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

34.20       Wells Fargo Bank, National Association, as Certificate Administrator of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.21       Wells Fargo Bank, National Association, as Custodian of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.22       Park Bridge Lender Services LLC, as Operating Advisor of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.23       CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.24       National Tax Search, LLC, as Servicing Function Participant of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.25       Wells Fargo Bank, National Association, as Primary Servicer of the Promenade Gateway Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.26       Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer of the Promenade Gateway Mortgage Loan (filed as Exhibit 34.2 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.27       Wilmington Trust, National Association, as Trustee of the Promenade Gateway Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

34.28       Wells Fargo Bank, National Association, as Certificate Administrator of the Promenade Gateway Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.29       Wells Fargo Bank, National Association, as Custodian of the Promenade Gateway Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.30       Park Bridge Lender Services LLC, as Operating Advisor of the Promenade Gateway Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.31       CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Promenade Gateway Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.32       National Tax Search, LLC, as Servicing Function Participant of the Promenade Gateway Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.33       Wells Fargo Bank, National Association, as Primary Servicer of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.34       Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 34.2 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.35       Wilmington Trust, National Association, as Trustee of the Hyatt Regency St. Louis at The Arch Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

34.36       Wells Fargo Bank, National Association, as Certificate Administrator of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.37       Wells Fargo Bank, National Association, as Custodian of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.38       Park Bridge Lender Services LLC, as Operating Advisor of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.39       CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.40       National Tax Search, LLC, as Servicing Function Participant of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.41       Wells Fargo Bank, National Association, as Primary Servicer of the Equity Inns Portfolio Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.42       LNR Partners, LLC, as Special Servicer of the Equity Inns Portfolio Mortgage Loan (filed as Exhibit 34.42 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.43       Wilmington Trust, National Association, as Trustee of the Equity Inns Portfolio Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

34.44       Wells Fargo Bank, National Association, as Certificate Administrator of the Equity Inns Portfolio Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.45       Wells Fargo Bank, National Association, as Custodian of the Equity Inns Portfolio Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.46       Park Bridge Lender Services LLC, as Operating Advisor of the Equity Inns Portfolio Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.47       CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Equity Inns Portfolio Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.48       National Tax Search, LLC, as Servicing Function Participant of the Equity Inns Portfolio Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.49       Wells Fargo Bank, National Association, as Primary Servicer of the Harvey Building Products Portfolio Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.50       LNR Partners, LLC, as Special Servicer of the Harvey Building Products Portfolio Mortgage Loan (filed as Exhibit 34.42 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.51       Wilmington Trust, National Association, as Trustee of the Harvey Building Products Portfolio Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

34.52       Wells Fargo Bank, National Association, as Certificate Administrator of the Harvey Building Products Portfolio Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.53       Wells Fargo Bank, National Association, as Custodian of the Harvey Building Products Portfolio Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.54       Park Bridge Lender Services LLC, as Operating Advisor of the Harvey Building Products Portfolio Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.55       CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Harvey Building Products Portfolio Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.56       National Tax Search, LLC, as Servicing Function Participant of the Harvey Building Products Portfolio Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.57       Wells Fargo Bank, National Association, as Primary Servicer of the 32 Avenue of the Americas Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.58       Torchlight Loan Services, LLC, as Special Servicer of the 32 Avenue of the Americas Mortgage Loan (filed as Exhibit 34.58 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.59       Wilmington Trust, National Association, as Trustee of the 32 Avenue of the Americas Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

34.60       Wells Fargo Bank, National Association, as Certificate Administrator of the 32 Avenue of the Americas Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.61       Wells Fargo Bank, National Association, as Custodian of the 32 Avenue of the Americas Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.62       Pentalpha Surveillance LLC, as Senior Trust Advisor of the 32 Avenue of the Americas Mortgage Loan (filed as Exhibit 34.62 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.63       CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the 32 Avenue of the Americas Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.64       National Tax Search, LLC, as Servicing Function Participant of the 32 Avenue of the Americas Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.65       Berkeley Point Capital LLC, as Primary Servicer of the Element LA Mortgage Loan (filed as Exhibit 34.65 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.66       CWCapital Asset Management LLC, as Special Servicer of the Element LA Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

34.67       Wilmington Trust, National Association, as Trustee of the Element LA Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

34.68       Wells Fargo Bank, National Association, as Certificate Administrator of the Element LA Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.69       Wells Fargo Bank, National Association, as Custodian of the Element LA Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.70       Park Bridge Lender Services LLC, as Operating Advisor of the Element LA Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.71       KeyBank National Association, as Primary Servicer of the FedEx Brooklyn Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

34.72       Rialto Capital Advisors, LLC, as Special Servicer of the FedEx Brooklyn Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

34.73       Wells Fargo Bank, National Association, as Trustee and Certificate Administrator of the FedEx Brooklyn Mortgage Loan (filed as Exhibit 34.4 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.74       Wells Fargo Bank, National Association, as Custodian of the FedEx Brooklyn Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

34.75       Pentalpha Surveillance LLC, as Operating Advisor of the FedEx Brooklyn Mortgage Loan (filed as Exhibit 34.62 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35            Servicer compliance statements.

35.1         Wells Fargo Bank, National Association, as Master Servicer (filed as Exhibit 35.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.2         Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer (filed as Exhibit 35.2 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.3         Wells Fargo Bank, National Association, as Certificate Administrator (filed as Exhibit 35.3 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.4         Wells Fargo Bank, National Association, as Primary Servicer of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 35.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.5         Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 35.2 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.6         Wells Fargo Bank, National Association, as Certificate Administrator of the Santa Monica Multifamily Portfolio Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.7         Wells Fargo Bank, National Association, as Primary Servicer of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit 35.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.8         Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit 35.2 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.9         Wells Fargo Bank, National Association, as Certificate Administrator of the AG Life Time Fitness Portfolio Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.10       Wells Fargo Bank, National Association, as Primary Servicer of the Promenade Gateway Mortgage Loan (filed as Exhibit 35.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.11       Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer of the Promenade Gateway Mortgage Loan (filed as Exhibit 35.2 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.12       Wells Fargo Bank, National Association, as Certificate Administrator of the Promenade Gateway Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.13       Wells Fargo Bank, National Association, as Primary Servicer of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 35.1 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.14       Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 35.2 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.15       Wells Fargo Bank, National Association, as Certificate Administrator of the Hyatt Regency St. Louis at The Arch Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.16       Wells Fargo Bank, National Association, as Primary Servicer of the Equity Inns Portfolio Mortgage Loan (filed as Exhibit 35.16 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.17       LNR Partners, LLC, as Special Servicer of the Equity Inns Portfolio Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

35.18       Wells Fargo Bank, National Association, as Certificate Administrator of the Equity Inns Portfolio Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.19       Wells Fargo Bank, National Association, as Primary Servicer of the Harvey Building Products Portfolio Mortgage Loan (filed as Exhibit 35.16 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.20       LNR Partners, LLC, as Special Servicer of the Harvey Building Products Portfolio Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

35.21       Wells Fargo Bank, National Association, as Certificate Administrator of the Harvey Building Products Portfolio Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.22       Wells Fargo Bank, National Association, as Primary Servicer of the 32 Avenue of the Americas Mortgage Loan (filed as Exhibit 35.22 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.23       Torchlight Loan Services, LLC, as Special Servicer of the 32 Avenue of the Americas Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

35.24       Wells Fargo Bank, National Association, as Certificate Administrator of the 32 Avenue of the Americas Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.25       Berkeley Point Capital LLC, as Primary Servicer of the Element LA Mortgage Loan (filed as Exhibit 35.25 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.26       CWCapital Asset Management LLC, as Special Servicer of the Element LA Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

35.27       Wells Fargo Bank, National Association, as Certificate Administrator of the Element LA Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

35.28       KeyBank National Association, as Primary Servicer of the FedEx Brooklyn Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

35.29       Rialto Capital Advisors, LLC, as Special Servicer of the FedEx Brooklyn Mortgage Loan (Omitted.  See Explanatory Notes to the Original 10-K.)

35.30       Wells Fargo Bank, National Association, as Certificate Administrator of the FedEx Brooklyn Mortgage Loan (filed as Exhibit 35.3 to the Original 10-K under Commission File No. 333-206705-01 and incorporated by reference herein)

99.1         Mortgage Loan Purchase Agreement, dated as of January 27, 2016, between Deutsche Mortgage & Asset Receiving Corporation and German American Capital Corporation (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K/A filed on March 31, 2016 under Commission File No. 333-206705-01 and incorporated by reference herein)

99.2         Mortgage Loan Purchase Agreement, dated as of January 27, 2016, between Deutsche Mortgage & Asset Receiving Corporation and Cantor Commercial Real Estate Lending, L.P. (filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-K/A filed on March 31, 2016 under Commission File No. 333-206705-01 and incorporated by reference herein)

99.3         Mortgage Loan Purchase Agreement, dated as of January 27, 2016, between Deutsche Mortgage & Asset Receiving Corporation and Jefferies LoanCore LLC (filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-K/A filed on March 31, 2016 under Commission File No. 333-206705-01 and incorporated by reference herein)

99.4         Mortgage Loan Purchase Agreement, dated as of January 27, 2016, among Deutsche Mortgage & Asset Receiving Corporation, Ladder Capital Finance LLC, Ladder Capital Finance Holdings LLLP, Series TRS of Ladder Capital Finance Holdings LLLP and Series REIT of Ladder Capital Finance Holdings LLLP (filed as Exhibit 99.4 to the registrant’s Current Report on Form 8-K/A filed on March 31, 2016 under Commission File No. 333-206705-01 and incorporated by reference herein)

99.5         Primary Servicing Agreement, dated as of January 1, 2016, between Wells Fargo Bank, National Association and Berkeley Point Capital LLC (filed as Exhibit 99.5 to the registrant’s Current Report on Form 8-K filed on February 10, 2016 under Commission File No. 333-206705-01 and incorporated by reference herein)

(b)   The exhibits required to be filed by the Registrant pursuant to Item 601 of Regulation S-K are listed above and in the Exhibit Index that immediately follows the signature page hereof.

(c)    Not Applicable.

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Deutsche Mortgage & Asset Receiving Corporation
(Depositor)

/s/ Helaine M. Kaplan

Helaine M. Kaplan, President

(senior officer in charge of securitization of the depositor)

Date: July 20, 2018

/s/ Natalie Grainger

Natalie Grainger, Director

Date: July 20, 2018