10-D 1 comm16dc2_10d_21.htm FORM 10-D Form 10-D


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-D

ASSET-BACKED ISSUER
DISTRIBUTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the monthly distribution period from:
November 11, 2017 to December 12, 2017,

Commission File Number of issuing entity: 333-206705-02
Central Index Key Number of issuing entity: 0001663244

COMM 2016-DC2 Mortgage Trust
(Exact name of issuing entity as specified in its charter)

Commission File Number of depositor: 333-193376
Central Index Key Number of depositor: 0001013454

Deutsche Mortgage & Asset Receiving Corporation
(Exact name of depositor as specified in its charter)

Central Index Key Number of sponsor (if applicable): 0001541294
German American Capital Corporation
(Exact name of sponsor as specified in its charter)

Central Index Key Number of sponsor (if applicable): 0001089877
KeyBank National Association
(Exact name of sponsor as specified in its charter)

Central Index Key Number of sponsor (if applicable): 0001555524
Jefferies LoanCore LLC
(Exact name of sponsor as specified in its charter)

Lainie Kaye (212) 250-2500
(Name and telephone number, including area code, of the person to
contact in connection with this filing)

New York
(State or other jurisdiction of incorporation or organization
of the issuing entity)

Lower Tier Remic  81-1634426
Upper Tier Remic  81-1758688
Grantor Trust  81-6375604
(I.R.S. Employer Identification No.)

c/o Deutsche Bank Trust Company Americas as Certificate Administrator
1761 East St. Andrew Place, Santa Ana CA
(Address of principal executive offices of the issuing entity)

92705
(Zip Code)

(212) 250-2500
(Telephone number, including area code)

NONE
(Former name, former address, if changed since last report)

Registered / reporting pursuant to (check one)
Title of Class  Section 12(b)  Section 12(g)  Section 15(d)  Name of Exchange
(if Section 12(b))
Class A-1           [ ]             [ ]             [X]        Not Applicable
Class A-2           [ ]             [ ]             [X]        Not Applicable
Class A-3           [ ]             [ ]             [X]        Not Applicable
Class A-SB          [ ]             [ ]             [X]        Not Applicable
Class A-4           [ ]             [ ]             [X]        Not Applicable
Class A-5           [ ]             [ ]             [X]        Not Applicable
Class X-A           [ ]             [ ]             [X]        Not Applicable
Class A-M           [ ]             [ ]             [X]        Not Applicable
Class B             [ ]             [ ]             [X]        Not Applicable
Class C             [ ]             [ ]             [X]        Not Applicable

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 _X_   No ____


Part I - DISTRIBUTION INFORMATION

Item 1.  Distribution and Pool Performance Information.
On  December 12, 2017 a distribution was made to holders of the
certificates issued by COMM 2016-DC2 Mortgage Trust.  The
distribution report is attached as Exhibit 99.1 to this Form 10-D.

During the distribution period from November 11, 2017 to December 12, 2017,
no assets securitized by Deutsche Mortgage & Asset Receiving
Corporation (the "Depositor") and held by COMM 2016-DC2 Mortgage
Trust were the subject of a demand to repurchase or replace for breach
of the representations and warranties contained in the underlying
transaction documents.

The Depositor filed a Form ABS-15G pursuant to Rule 15Ga-1 under the
Securities Exchange Act of 1934 on February 14, 2017.  The CIK number
of the Depositor is 0001013454.

German American Capital Corporation ("GACC"), one of the sponsors and
mortgage loan sellers, filed a Form ABS-15G pursuant to Rule 15Ga-1
under the Securities Exchange Act of 1934 on February 14, 2017.  The
CIK number of GACC is 0001541294.

KeyBank National Association ("KeyBank"), one of the sponsors
and mortgage loan sellers, filed a Form ABS-15G pursuant
to Rule 15Ga-1 under the Securities Exchange Act of 1934 on
August 01, 2017.  The CIK number of KeyBank is 0001089877.

Jefferies LoanCore LLC ("Jefferies"), one of the sponsors and
mortgage loan sellers, filed a Form ABS-15G pursuant to  Rule 15Ga-1
under the Securities Exchange Act of 1934 on February 13, 2017.
The CIK number for Jefferies is 0001555524.


Part II - OTHER INFORMATION

Item 2.  Legal Proceedings.
Deutsche Bank Trust Company Americas ("DBTCA") and Deutsche Bank National
Trust Company ("DBNTC") have been sued by investors in civil litigation concerning their
role as trustees of certain RMBS trusts.

On June 18, 2014, a group of investors, including funds managed by Blackrock Advisors,
LLC, PIMCO-Advisors, L.P., and others, filed a derivative action against DBNTC and
DBTCA in New York State Supreme Court purportedly on behalf of and for the benefit of
544 private-label RMBS trusts asserting claims for alleged violations of the U.S. Trust
Indenture Act of 1939 ("Trust Indenture Act"), breach of contract, breach of fiduciary
duty and negligence based on DBNTC and DBTCA's alleged failure to perform their
duties as trustees for the trusts. Plaintiffs subsequently dismissed their state court
complaint and filed a derivative and class action complaint in the U.S. District Court for
the Southern District of New York on behalf of and for the benefit of 564 private-label
RMBS trusts, which substantially overlapped with the trusts at issue in the state court
action. The complaint alleges that the trusts at issue have suffered total realized
collateral losses of U.S. $89.4 billion, but the complaint does not include a demand for
money damages in a sum certain. DBNTC and DBTCA filed a motion to dismiss, and on
January 19, 2016, the court partially granted the motion on procedural grounds: as to
the 500 trusts that are governed by Pooling and Servicing Agreements, the court
declined to exercise jurisdiction. The court did not rule on substantive defenses asserted
in the motion to dismiss.  On March 22, 2016, plaintiffs filed an amended complaint in
federal court.  In the amended complaint, in connection with 62 trusts governed by
indenture agreements, plaintiffs assert claims for breach of contract, violation of the
Trust Indenture Act, breach of fiduciary duty, and breach of duty to avoid conflicts of
interest.   The amended complaint alleges that the trusts at issue have suffered total
realized collateral losses of U.S. $9.8 billion, but the complaint does not include a
demand for money damages in a sum certain.  On July 15, 2016, DBNTC and DBTCA filed
a motion to dismiss the amended complaint.  On January 23, 2017, the court granted in
part and denied in part DBNTC and DBTCA's motion to dismiss.  The court granted the
motion to dismiss with respect to plaintiffs' conflict-of-interest claim, thereby dismissing
it, and denied the motion to dismiss with respect to plaintiffs' breach of contract claim
(except as noted below) and claim for violation of the Trust Indenture Act, thereby
allowing those claims to proceed.  On January 26, 2017, the parties filed a joint
stipulation and proposed order dismissing plaintiffs' claim for breach of fiduciary duty.
On January 27, 2017, the court entered the parties' joint stipulation and ordered that
plaintiffs' claim for breach of fiduciary duty be dismissed.  On February 3, 2017,
following a hearing concerning DBNTC and DBTCA's motion to dismiss on February 2,
2017, the court issued a short form order dismissing (i) plaintiffs' representation and
warranty claims as to 21 trusts whose originators and/or sponsors had entered
bankruptcy and the deadline for asserting claims against such originators and/or
sponsors had passed as of 2009 and (ii) plaintiffs' claims to the extent they were
premised upon any alleged pre-Event of Default duty to terminate servicers.
On March 27, 2017, DBNTC and DBTCA filed an answer to the amended complaint.
Discovery is ongoing.

On March 25, 2016, the BlackRock plaintiffs filed a state court action against DBTCA in
the Superior Court of California, Orange County with respect to 513 trusts.  On May 18,
2016, plaintiffs filed an amended complaint with respect to 465 trusts, and included
DBNTC as an additional defendant.  The amended complaint asserts three causes of
action:  breach of contract; breach of fiduciary duty; and breach of the duty to avoid
conflicts of interest.  Plaintiffs purport to bring the action on behalf of themselves and
all other current owners of certificates in the 465 trusts.  The amended complaint
alleges that the trusts at issue have suffered total realized collateral losses of U.S. $75.7
billion, but does not include a demand for money damages in a sum certain.  On August
22, 2016, DBNTC and DBTCA filed a demurrer as to Plaintiffs' breach of fiduciary duty
cause of action and breach of the duty to avoid conflicts of interest cause of action and
motion to strike as to Plaintiffs' breach of contract cause of action.  On October 18,
2016, the court granted DBNTC and DBTCA's demurrer, providing Plaintiffs with thirty
days' leave to amend, and denied DBNTC and DBTCA's motion to strike.  Plaintiffs did
not further amend their complaint and, on December 19, 2016, DBNTC and DBTCA filed
an answer to the amended complaint.  Discovery is ongoing.

On September 27, 2017, DBTCA was added as a defendant to a case brought by certain
special purpose entities including Phoenix Light SF Limited in the U.S. District Court for
the Southern District of New York, in which the plaintiffs previously alleged incorrectly
that DBNTC served as trustee for all 43 of the trusts at issue.  On September 27, 2017,
plaintiffs filed a third amended complaint that names DBTCA as a defendant in addition
to DBNTC.  DBTCA serves as trustee for one of the 43 trusts at issue.  DBNTC serves as
trustee for the other 42 trusts at issue.  Plaintiffs' third amended complaint brings
claims for violation of the Trust Indenture Act; breach of contract; breach of fiduciary
duty; negligence and gross negligence; violation of the Streit Act; and breach of the
covenant of good faith.  However, in the third amended complaint, plaintiffs
acknowledge that, before DBTCA was added to the case, the court dismissed plaintiffs'
Trust Indenture Act claims, negligence and gross negligence claims, Streit Act claims,
claims for breach of the covenant of good faith, and certain theories of plaintiffs' breach
of contract claims, and plaintiffs only include these claims to preserve any rights on
appeal.  Plaintiffs allege damages of "hundreds of millions of dollars."  On November 13, 2017,
DBNTC and DBTCA filed an answer to the third amended complaint.  Discovery is ongoing.

On November 30, 2017, DBTCA was added as a defendant to a case brought by
Commerzbank AG ("Commerzbank") in the U.S. District Court for the Southern District
of New York, in which Commerzbank previously alleged incorrectly that DBNTC served
as trustee for all 50 of the trusts at issue.  On November 30, 2017, Commerzbank filed a
second amended complaint that names DBTCA as a defendant in addition to DBNTC.
DBTCA serves as trustee for 1 of the 50 trusts at issue.  DBNTC serves as trustee for the
other 49 trusts at issue.  Commerzbank's second amended complaint brings claims for
violation of the TIA; breach of contract; breach of fiduciary duty; negligence; violation of
the Streit Act; and breach of the covenant of good faith.  However, in the second
amended complaint, Commerzbank acknowledges that, before DBTCA was added to the
case, the court dismissed Commerzbank's TIA claims for the trusts governed by pooling
and servicing agreements, as well as its Streit Act claims and claims for breach of the
covenant of good faith, and Commerzbank only includes these claims to preserve any
rights on appeal.  The second amended complaint alleges that DBNTC and DBTCA
caused Commerzbank to suffer "hundreds of millions of dollars in losses," but the
complaint does not include a demand for money damages in a sum certain.  Discovery is
ongoing.

On December 30, 2015, IKB International, S.A. in Liquidation and IKB Deutsche
Industriebank A.G. (collectively, "IKB"), as an investor in 37 RMBS trusts, filed a
summons with notice in the Supreme Court of the State of New York, New York County,
against DBNTC and DBTCA as trustees of the trusts.  On May 27, 2016, IKB served its
complaint asserting claims for breach of contract, breach of fiduciary duty, breach of
duty to avoid conflicts of interest, violation of New York's Streit Act, violation of the
Trust Indenture Act, violation of Regulation AB, and violation of Section 9 of the Uniform
Commercial Code.  IKB alleges that DBNTC and DBTCA are liable for over U.S. $268
million in damages.  On October 5, 2016, DBNTC and DBTCA, together with several other
trustees defending lawsuits by IKB, filed a joint motion to dismiss.  On January 6, 2017,
IKB filed a notice of discontinuance, voluntarily dismissing with prejudice all claims as to
three trusts.  As of January 17, 2017, DBNTC and DBTCA's motion to dismiss has been
briefed and is awaiting decision by the court.  On June 20, 2017, the parties filed a
stipulation, voluntarily dismissing with prejudice all claims as to four additional trusts.
Certain limited discovery is permitted to go forward while the motion to dismiss is
pending.

It is DBTCA's belief that it has no pending legal proceedings (including, based on
DBTCA's present evaluation, the litigation disclosed in the foregoing paragraphs) that
would materially affect its ability to perform its duties as Trustee under the Pooling and
Servicing Agreement for this transaction.

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

Item 10.  Exhibits.
(a) The following is a list of documents filed as part
    of this Report on Form 10-D:

(99.1)   Monthly Report distributed to holders of the
         certificates issued by COMM 2016-DC2 Mortgage Trust,
         relating to the December 12, 2017 distribution.

(b) The exhibits required to be filed by the Registrant
    pursuant to this Form are listed above and in the Exhibit Index
    that immediately follows the signature page hereof.

SIGNATURES

Pursuant to the requirements 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
Name:  Helaine M. Kaplan
Title: President


/s/ Andrew Mullin
Name:  Andrew Mullin
Title: Vice President, Treasurer,
       Chief Financial Officer and
       Chief Accounting Officer

Date:    December 19, 2017


EXHIBIT INDEX

Exhibit Number     Description

EX-99.1            Monthly Report distributed to holders of the certificates
                   issued by COMM 2016-DC2 Mortgage Trust, relating to
                   the December 12, 2017 distribution.