10-D 1 comm16dc2_10d_106.htm 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:
December 13, 2024 to January 10, 2025

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
 LoanCore Capital Markets LLC (formerly known as 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  January 10, 2025 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 December 13, 2024 to January 10, 2025
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 12, 2024.  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 12, 2024.  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
February 01, 2024.  The CIK number of KeyBank is 0001089877.

LoanCore Capital Markets LLC (formerly known as Jefferies LoanCore LLC)
("LoanCore"), 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 06, 2024.
The CIK number for LoanCore is 0001555524.


Part II - OTHER INFORMATION

Item 2. Legal Proceedings.

Disclosure from Deutsche Bank Trust Company Americas, as certificate
administrator and as custodian:

In 2014 and 2015, several investors sued several trustees of residential
mortgage-backed securities ("RMBS") trusts, including Deutsche Bank Trust
Company Americas ("DBTCA"), concerning the trustees' administration of
RMBS trusts. These cases generally alleged that the RMBS trustees failed
to perform purported duties, as trustees for private-label RMBS trusts,
to enforce breaches of representations and warranties as to mortgage loans
held by the trusts and to enforce breaches by servicers of their mortgage
loan servicing obligations for the trusts. Investors have sued DBTCA in
six of these cases. DBTCA has settled two cases brought by funds managed
by Blackrock Advisors, LLC, PIMCO-Advisors, L.P. and others; and obtained
summary judgment in one case, brought by certain special purpose entities
including Phoenix Light SF Limited. In addition, the two cases described
below remain active.

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 Deutsche Bank National Trust Company ("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 U.S. Trust Indenture
Act of 1939 ("TIA"); breach of contract; breach of fiduciary duty;
negligence; violation of the New York Streit Act ("Streit Act"); and
breach of the covenant of good faith. However, in the second amended
complaint, Commerzbank acknowledges that, before DBTCA was added to the
case, the court dismissed Commerzbank's TIA claims for the trusts governed
by pooling and servicing agreements, as well as its Streit Act claims and
claims for breach of the covenant of good faith, and Commerzbank only
includes these claims to preserve any rights on appeal. The second amended
complaint alleges that DBNTC and DBTCA caused Commerzbank to suffer
"hundreds of millions of dollars in losses," but the complaint does not
include a demand for money damages in a sum certain. On January 29, 2018,
DBNTC and DBTCA filed an answer to the second amended complaint. On
December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment.
Also on December 7, 2018, Commerzbank, jointly with the Phoenix Light
plaintiffs, filed a motion for partial summary judgment. On February 8,
2022, the court issued an order in which it granted in part DBNTC and
DBTCA's motion for summary judgment and denied plaintiffs' motion for
partial summary judgment. As a result of that order, many of plaintiffs'
claims and theories were dismissed with prejudice. The operative
scheduling order contemplates that a second phase of summary judgment
briefing will be completed by January 23, 2025.

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 the Streit Act, violation of
the TIA, 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. On June 20, 2017, the parties filed a stipulation,
voluntarily dismissing with prejudice all claims as to four additional
trusts. On January 27, 2021, 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 IKB's claims for violations of the Streit Act,
Regulation AB, and Section 9 of the Uniform Commercial Code, as well as
certain aspects of IKB's claims for breach of contract, breach of fiduciary
duty, and violation of the TIA. The court denied the remainder of the
motion to dismiss. IKB's remaining claims for breach of contract, breach
of fiduciary duty, breach of duty to avoid conflicts of interest, and
violation of the TIA will proceed. On May 10, 2021, DBNTC and DBTCA filed
a notice of appeal with the New York Supreme Court Appellate Division,
First Department, regarding certain aspects of the court's order on the
motion to dismiss. On May 20, 2021, IKB filed a notice of cross appeal
with respect to other aspects of that order. On August 30, 2022, the New
York Supreme Court, Appellate Division, First Department affirmed in part
and reversed in part the court's order on the motion to dismiss. After
DBNTC and DBTCA appealed the First Department's decision, on June 15, 2023,
the New York Court of Appeals reversed the First Department's decision in
part, dismissing certain additional contract claims, as well as IKB's
claims for breach of fiduciary duty and breach of duty to avoid conflicts
of interest. On June 2, 2021, IKB filed a motion for re-argument regarding
certain aspects of the court's order on the motion to dismiss, which the
court denied on August 3, 2021. On May 13, 2021, DBNTC and DBTCA filed an
answer to the complaint. On October 28, 2021, the parties filed a
stipulation, voluntarily dismissing with prejudice all claims as to seven
additional trusts. On December 29, 2021, the parties filed a stipulation,
voluntarily dismissing with prejudice all claims as to one additional trust.
On April 22, 2022, the parties filed a stipulation, voluntarily dismissing
with prejudice all claims as to 17 certificates at issue, including all
claims as to 5 trusts. On February 28, 2023, the parties filed a
stipulation, voluntarily dismissing with prejudice all claims as to two
trusts, leaving 15 trusts at issue. On November 21, 2023, the parties filed
a stipulation, voluntarily dismissing with prejudice all claims as to three
trusts, leaving 12 trusts at issue. On November 14, 2024, DBNTC and DBTCA
filed a motion for summary judgment. Also on November 14, 2024, IKB filed
a motion for partial summary judgment. Those motions are being briefed.

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 under the Pooling and Servicing Agreement for this
transaction.

Disclosure from CWCapital Asset Management LLC, as special servicer:

From time to time, CWCapital Asset Management LLC, a Delaware limited
liability company ("CWCAM"), is a party to lawsuits and other legal
proceedings as part of its duties as a special servicer (e.g., enforcement
of loan obligations) and/or arising in the ordinary course of business.
Other than as set forth in the following paragraphs, there are currently
no legal proceedings pending, and no legal proceedings known to be
contemplated by governmental authorities, against CWCAM or of which any
of its property is the subject, that are material to the certificateholders.

On December 17, 2015, U.S. Bank National Association, the trustee under
five pooling and servicing agreements for (i) Wachovia Bank Commercial
Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2, (iii)
Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC Commercial
Mortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6
commenced a proceeding with the Second Judicial District Court of Ramsey
County, Minnesota (the "State Court") for a declaratory judgment as to
the proper allocation of certain proceeds ("Disputed Proceeds") received
by CWCAM in connection with the sale of the Peter Cooper Village and
Stuyvesant Town property in New York, New York securing loans held by those
trusts. CWCAM was the special servicer of such property. The petition
requests the State Court to instruct the trustee, the trust beneficiaries,
and any other interested parties as to the amount of the Disputed Proceeds,
if any, that constitute penalty interest and/or the amount of the Disputed
Proceeds, if any, that constitute gain-on-sale proceeds, with respect to
each trust. On February 24, 2016, CWCAM made a limited appearance with the
State Court to file a motion to dismiss this proceeding based on lack of
jurisdiction, mootness, standing and forum non conveniens. On July 19, 2016,
the State Court denied CWCAM's motion to dismiss. On July 22, 2016, the
action was removed to federal court in Minnesota ("Federal Court"). On
October 21, 2016, the Federal Court held a hearing on the motion to transfer
the action to the United States District Court for the Southern District
of New York ("SDNY Court"), a motion to remand to state court and a motion
to hear CWCAM's request for reconsideration of the motion to dismiss. On
March 14, 2017, the Federal Court reserved the determination on the motion
to hear CWCAM's request for reconsideration of the motion to dismiss,
denied the motion to remand the matter to state court and granted the
motion to transfer the proceeding to the SDNY Court. Cross motions for
judgment on the pleadings were filed but the SDNY Court was unable to decide
the case based on the pleadings and the SDNY Court ordered discovery. All
fact discovery was completed in December, 2018 and expert discovery was
completed on March 15, 2019. The parties submitted cross motions for summary
judgment, and on March 19, 2020, the SDNY Court entered an opinion and
order in which it granted summary judgment in CWCAM's favor and held that
CWCAM was entitled to the entire amount of penalty interest and that
CWCAM's determination of Yield Maintenance was correct. In the 127-page
opinion, the SDNY Court found for CWCAM on every issue presented by the
trustee's petition, namely, that the funds in dispute constitute penalty
interest and yield maintenance, not gain-on-sale proceeds, and that the
amount of penalty interest and yield maintenance was correctly calculated.
An appeal of the SDNY Court's decision was taken on April 29, 2020. Oral
argument on the appeal occurred on June 21, 2021. On July 14, 2022, the
Second Circuit entered a decision affirming in part and reversing in part
the SDNY Court's decision and remanding to the SDNY Court for further
proceedings. The Second Circuit affirmed the SDNY's Court holding that
Penalty Interest and Yield Maintenance are paid before Gain-On-Sale Proceeds.
The Second Circuit reversed and remanded for further proceedings that
portion of the SDNY Court's decision related to approximately $67.2 million
in interest on advances. On January 13, 2023, the parties entered into
a settlement agreement, in which (among other things) they agreed to
stipulate that the amount of Interest on advances that accrued on or before
June 3, 2014 is $27.5 million, and that CWCAM would pay that amount
into escrow for distribution to certificateholders upon the entry
of an order by the Court approving the settlement. U.S. Bank National
Association, as Trustee for the trusts, provided notice of the settlement
to all parties in interest via a notice program approved by the Court.
A hearing on the settlement was scheduled for March 16, 2023 and was
continued to May 5, 2023. The court approved the settlement in a decision
dated April 8, 2024. An appeal of the Court's decision was filed by one
party, Cobalt LLC, which is believed to be focused solely on the timing
of the distribution of the $27.5 million and not with respect to CWCAM's
liability or the amount paid. The appeal brief is due on September 1, 2024.
The matter was subsequently resolved by the parties and approved by the Court
and no further proceedings are required. The matter is closed.

On December 1, 2017, a complaint against 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 "Original Complaint"). The gravamen of the Original
Complaint alleged 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 14 counts pled in the Original Complaint.
Of those 14, 5 claims were asserted against CWCAM for aiding and abetting
breach of fiduciary duty, conversion and unjust enrichment. On May 23, 2018,
the Original Complaint was dismissed for lack of subject matter jurisdiction.
On June 28, 2018, CWCapital Cobalt Vr Ltd. filed a substantially similar
complaint in the Supreme Court of the State of New York, County of New York
styled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al.,
Index No. 653277/2018 (the "New Complaint"). The gravamen of the New Complaint
is the same as the previous complaint filed in the United State District
Court for the Southern District of New York. In total there are 16 counts
pled in the New Complaint. Of those 16 counts, 5 claims were asserted against
CWCAM for aiding and abetting breach of fiduciary duty, conversion and unjust
enrichment, 1 count seeks a declaratory judgement that the plaintiff has the
right to enforce the contracts in question and 1 count seeks an injunction
requiring the defendants to recognize the plaintiff as the directing holder
for the trusts in question. On January 11, 2019, the plaintiff dismissed
with prejudice the declaratory judgment and injunction counts. The New
Complaint and related summons was not served on the defendants until July 13,
2018 and July 16, 2018. The plaintiff's motion for a preliminary injunction
was denied by the court on July 31, 2018. On August 3, 2018, the defendants,
including CWCAM, filed a motion to dismiss the New Complaint in its entirety.
On August 20, 2019, the court entered an order granting defendants' motion
almost in its entirety, dismissing 11 of the 16 counts and partially
dismissing 2 additional counts. Of the remaining counts, 2 are asserted
against CWCAM for aiding and abetting breach of fiduciary duty and unjust
enrichment. On September 19, 2019, CWCapital Cobalt Vr Ltd. filed a notice
of appeal relating to the August 20, 2019 dismissal order and on September 26,
2019, filed an amended complaint against CWCI and CWCAM attempting to address
deficiencies relating to certain of the claims dismissed by the August, 20,
2019 order. CWCI and CWCAM filed its Motion to Dismiss the amended complaint
on October 28, 2019. The court heard argument on the Motion to Dismiss the
amended complaint on January 22, 2020 and on October 23, 2020, the court
granted the motion dismissing the amended claims. On November 30, 2020,
CWCapital Cobalt Vr Ltd filed a notice of appeal relating to the October 23,
2020 dismissal order. On April 27, 2021, the First Department affirmed the
dismissal as to claims against CWCAM that were part of the August 20, 2019
dismissal, but reversed the dismissal of two counts for breach of the
Collateral Management Agreement against CWCI. CWCI sought leave to file an
appeal of the decision. The plaintiff also sought leave to appeal the
dismissal of the claims against CWCAM. Both requests for leave were denied
by the First Department. On May 15, 2020, CWCI and CWCAM filed a motion to
renew its motion to dismiss as to 4 of the remaining counts (including the
remaining two counts against CWCAM for aiding and abetting breach of
fiduciary duty and unjust enrichment), based on a decision entered by Judge
Failla in a trust instruction proceeding in the US District Court for the
Southern District of New York awarding summary judgment in favor of CWCAM.
On September 7, 2021, the court denied the motion to renew. CWCI and CWCAM
filed a notice of appeal, which they perfected by the filing of their
opening brief on July 1, 2022. On November 15, 2022, the First Department
affirmed the court's denial of the motion to renew. On October 1, 2021,
CWCI and CWCAM moved to reargue the denial of the motion to renew
(or alternatively, the motion to dismiss) with respect to certain of Cobalt's
claims, including the remaining 2 claims against CWCAM, based on the First
Department's April 27, 2021 decision. On March 24, 2022, the court denied
the relief sought in the motion to reargue. CWCI and CWCAM appealed the
court's decision on the motion to reargue and filed their opening brief on
July 11, 2022. The appeal was dismissed as being non-appealable on August 30,
2022. Discovery (both fact and expert) concluded on March 1, 2024. CWCAM
and CWCI filed a motion for summary judgment on March 29, 2024, seeking
dismissal of all the claims in their entirety. On that same date, the
plaintiff cross moved for summary judgment on one of the claims asserted
against only CWCI. Summary judgment briefing is scheduled to conclude on
June 18, 2024. Oral argument was heard on October 22, 2024 and the court has
taken the arguments under consideration. The timing of a decision is unknown.
CWCAM believes that it has performed its obligations under the related
pooling and servicing agreements in good faith and the remaining allegations
in the New Complaint are without merit.

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 January 10, 2025 distribution.

(b) The exhibits required to be filed by the Registrant
    pursuant to this Form are listed above.


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/ R. Chris Jones
Name:  R. Chris Jones
Title: Managing Director


/s/ Matt Smith
Name:  Matt Smith
Title: Director



Date:    January 22, 2025