UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
or
o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number of the issuing entity: 333-207567-03
Central Index Key Number of the issuing entity:
0001685854
CFCRE 2016-C6 Mortgage Trust
(exact name of the issuing entity as specified in its
charter)
Central Index Key Number of the depositor: 0001515166
CCRE Commercial Mortgage
Securities, L.P.
(exact name of the depositor as specified in its
charter)
Central Index Key Number of the sponsor: 0001558761
Cantor Commercial Real Estate
Lending, L.P.
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001238163
Société Générale
(exact name of the sponsor as specified in its charter)
New York
(State or other jurisdiction of
incorporation or organization of
the issuing entity)
|
38-4014697
38-4014698
38-7170462
(I.R.S. Employer
Identification Numbers)
|
c/o Wells Fargo Bank, National Association
as Certificate Administrator
9062 Old Annapolis Road
Columbia, MD
(Address of principal
executive offices of the issuing entity)
21045
(Zip Code)
Registrant’s telephone number,
including area code:
(212) 915-1700
Securities registered pursuant to Section 12(b) of the
Act: None.
Securities registered pursuant to Section 12(g) of the
Act: None.
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes ⌧
No
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes ⌧
No
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. ⌧ Yes o
No
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post
such files).
Not applicable.
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K.
Not applicable.
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, smaller
reporting company or an emerging growth company. See the definitions of “large
accelerated filer”, “accelerated filer”, “smaller reporting company”, and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated
filer o
Accelerated
filer
o
Non-accelerated
filer ⌧ (Do not check if
a smaller reporting company)
Smaller reporting company
o
Emerging growth
company
o
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange
Act.
o
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act). o Yes ⌧ No
State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrant’s most
recently completed second fiscal quarter.
Not applicable.
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. o
Yes o
No
Not applicable.
Indicate the number of shares outstanding of each of the
registrant’s classes of common stock, as of the latest practicable date.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) Any annual report to security holders;
(2) Any proxy or information statement; and (3) Any prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents
should be clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 24, 1980).
Not applicable.
EXPLANATORY NOTES
The purpose of this Amendment No. 1 (the “Amendment”)
to our Annual Report on Form 10-K for the fiscal year ended December 31, 2017
filed with the Securities and Exchange Commission (the “Commission”) on March
28, 2018 (the “Original 10-K”) is to file with the Commission a report on
assessment of compliance with servicing criteria of Berkeley Point Capital LLC,
as primary servicer, as Exhibit 33.10 as a replacement of the report on
assessment of compliance with servicing criteria filed as Exhibit 33.10 to the
Original 10-K.
PART I
Item 1. Business.
Omitted.
Item 1A. Risk Factors.
Omitted.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
Omitted.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities.
Omitted.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure.
Omitted.
Item 9A. Controls and Procedures.
Omitted.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate
Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.
Omitted.
Item 13. Certain Relationships and Related
Transactions, and Director Independence.
Omitted.
Item 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor
Financial Information.
No single obligor represents 10% or more of the pool assets
held by the issuing entity.
Item 1114(b)(2) of Regulation AB, Significant Enhancement
Provider Financial Information.
No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this transaction as
described under Item 1114(a) of Regulation AB.
Item 1115(b) of Regulation AB, Certain Derivatives
Instruments (Financial Information).
No entity or group of affiliated entities provides any
derivative instruments or other support for the certificates within this transaction
as described under Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no material pending legal proceeding
involving the trust or any party related to the trust, other than routine
litigation incidental to the duties of those respective parties, and the
following, with respect to Wells Fargo Bank, National Association, as
certificate administrator and custodian, Deutsche Bank Trust Company Americas,
as trustee and custodian, Citibank N.A., as certificate administrator, and
CWCapital Asset Management LLC, as special servicer:
On June 18, 2014, a group of institutional investors filed a
civil complaint in the Supreme Court of the State of New York, New York County,
against Wells Fargo Bank, N.A. (“Wells Fargo Bank”) in its capacity as trustee
under 276 residential mortgage backed securities (“RMBS”) trusts, which was
later amended on July 18, 2014, to increase the number of trusts to 284 RMBS
trusts. On November 24, 2014, the plaintiffs filed a motion to voluntarily
dismiss the state court action without prejudice. That same day, a group of
institutional investors filed a putative class action complaint in the United
States District Court for the Southern District of New York (the “District
Court”) against Wells Fargo Bank, alleging claims against the bank in its
capacity as trustee for 274 RMBS trusts (the “Federal Court Complaint”). In
December 2014, the plaintiffs’ motion to voluntarily dismiss their original
state court action was granted. As with the prior state court action, the
Federal Court Complaint is one of six similar complaints filed
contemporaneously against RMBS trustees (Deutsche Bank, Citibank, HSBC, Bank of
New York Mellon and US Bank) by a group of institutional investor plaintiffs. The
Federal Court Complaint against Wells Fargo Bank alleges that the trustee
caused losses to investors and asserts causes of action based upon, among other
things, the trustee's alleged failure to: (i) notify and enforce repurchase
obligations of mortgage loan sellers for purported breaches of representations
and warranties, (ii) notify investors of alleged events of default, and (iii)
abide by appropriate standards of care following alleged events of default.
Relief sought includes money damages in an unspecified amount, reimbursement of
expenses, and equitable relief. Other cases alleging similar causes of action
have been filed against Wells Fargo Bank and other trustees in the District
Court by RMBS investors in these and other transactions, and these cases
against Wells Fargo Bank are proceeding before the same District Court judge. A
similar complaint was also filed May 27, 2016 in New York state court by a
different plaintiff investor. On January 19, 2016, an order was entered in
connection with the Federal Court Complaint in which the District Court
declined to exercise jurisdiction over 261 trusts at issue in the Federal Court
Complaint; the District Court also allowed plaintiffs to file amended
complaints as to the remaining, non-dismissed trusts, if they so chose, and
three amended complaints have been filed. On December 17, 2016, the investor
plaintiffs in the 261 trusts dismissed from the Federal Court Complaint filed a
new complaint in New York state court (the “State Court Complaint”). In September
2017, Royal Park Investments SA/NV (“Royal Park”), one of the plaintiffs in the
District Court cases against Wells Fargo Bank, filed a putative class action
complaint relating to two trusts seeking declaratory and injunctive relief and
money damages based on Wells Fargo Bank’s indemnification from trust funds for
legal fees and expenses Wells Fargo Bank incurs or has incurred in defending
the District Court case filed by Royal Park. With respect to the foregoing
litigations, Wells Fargo Bank believes plaintiffs' claims are without merit and
intends to contest the claims vigorously, but there can be no assurances as to
the outcome of the litigations or the possible impact of the litigations on
Wells Fargo Bank or the RMBS trusts.
Deutsche Bank Trust Company Americas (“DBTCA”) and Deutsche
Bank National Trust Company (“DBNTC”) have been sued by investors in civil
litigation concerning their role as trustees of certain RMBS trusts.
On June 18, 2014, a group of investors, including funds
managed by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed a
derivative action against DBNTC and DBTCA in New York State Supreme Court
purportedly on behalf of and for the benefit of 544 private-label RMBS trusts
asserting claims for alleged violations of the U.S. Trust Indenture Act of 1939
(“TIA”), breach of contract, breach of fiduciary duty and negligence based on
DBNTC and DBTCA’s alleged failure to perform their duties as trustees for the
trusts. Plaintiffs subsequently dismissed their state court complaint and filed
a derivative and class action complaint in the U.S. District Court for the
Southern District of New York on behalf of and for the benefit of 564
private-label RMBS trusts, which substantially overlapped with the trusts at
issue in the state court action. The complaint alleges that the trusts at issue
have suffered total realized collateral losses of U.S. $89.4 billion, but the
complaint does not include a demand for money damages in a sum certain. DBNTC
and DBTCA filed a motion to dismiss, and on January 19, 2016, the court
partially granted the motion on procedural grounds: as to the 500 trusts that
are governed by pooling and servicing agreements, the court declined to
exercise jurisdiction. The court did not rule on substantive defenses asserted
in the motion to dismiss. On March 22, 2016, plaintiffs filed an amended
complaint in federal court. In the amended complaint, in connection with
62 trusts governed by indenture agreements, plaintiffs assert claims for breach
of contract, violation of the TIA, breach of fiduciary duty, and breach of duty
to avoid conflicts of interest. The amended complaint alleges that
the trusts at issue have suffered total realized collateral losses of U.S. $9.8
billion, but the complaint does not include a demand for money damages in a sum
certain. On July 15, 2016, DBNTC and DBTCA filed a motion to dismiss the
amended complaint. On January 23, 2017, the court granted in part and
denied in part DBNTC and DBTCA’s motion to dismiss. The court granted the
motion to dismiss with respect to plaintiffs’ conflict-of-interest claim,
thereby dismissing it, and denied the motion to dismiss with respect to
plaintiffs’ breach of contract claim (except as noted below) and claim for
violation of the TIA, thereby allowing those claims to proceed. On
January 26, 2017, the parties filed a joint stipulation and proposed order
dismissing plaintiffs’ claim for breach of fiduciary duty. On January 27,
2017, the court entered the parties’ joint stipulation and ordered that
plaintiffs’ claim for breach of fiduciary duty be dismissed. On February
3, 2017, following a hearing concerning DBNTC and DBTCA’s motion to dismiss on
February 2, 2017, the court issued a short form order dismissing (i)
plaintiffs’ representation and warranty claims as to 21 trusts whose
originators and/or sponsors had entered bankruptcy and the deadline for
asserting claims against such originators and/or sponsors had passed as of 2009
and (ii) plaintiffs’ claims to the extent they were premised upon any alleged
pre-event of default duty to terminate servicers. On March 27, 2017,
DBNTC and DBTCA filed an answer to the amended complaint. On January 26,
2018, Plaintiffs filed a motion for class certification. The parties are
currently briefing the motion. Discovery is ongoing.
On March 25, 2016, the BlackRock plaintiffs filed a
state court action against DBTCA in the Superior Court of California, Orange
County with respect to 513 trusts. On May 18, 2016, plaintiffs filed
an amended complaint with respect to 465 trusts, and included DBNTC as an
additional defendant. The amended complaint asserts three causes of
action: breach of contract; breach of fiduciary duty; and breach of
the duty to avoid conflicts of interest. Plaintiffs purport to bring
the action on behalf of themselves and all other current owners of certificates
in the 465 trusts. The amended complaint alleges that the trusts at
issue have suffered total realized collateral losses of U.S. $75.7 billion, but
does not include a demand for money damages in a sum certain. On August
22, 2016, DBNTC and DBTCA filed a demurrer as to Plaintiffs’ breach of
fiduciary duty cause of action and breach of the duty to avoid conflicts of
interest cause of action and motion to strike as to Plaintiffs’ breach of contract
cause of action. On October 18, 2016, the court granted DBNTC and DBTCA’s
demurrer, providing Plaintiffs with thirty days’ leave to amend, and denied
DBNTC and DBTCA’s motion to strike. Plaintiffs did not further amend
their complaint and, on December 19, 2016, DBNTC and DBTCA filed an answer to
the amended complaint. On January 17, 2018, Plaintiffs filed a motion for
class certification. The parties are currently briefing the motion.
Discovery is ongoing.
On September 27, 2017, DBTCA was added as a defendant to a
case brought by certain special purpose entities including Phoenix Light SF
Limited in the U.S. District Court for the Southern District of New York, in
which the plaintiffs previously alleged incorrectly that DBNTC served as
trustee for all 43 of the trusts at issue. On September 27, 2017,
plaintiffs filed a third amended complaint that names DBTCA as a defendant in
addition to DBNTC. DBTCA serves as trustee for one of the 43 trusts at
issue. DBNTC serves as trustee for the other 42 trusts at issue.
Plaintiffs’ third amended complaint brings claims for violation of the TIA;
breach of contract; breach of fiduciary duty; negligence and gross negligence;
violation of the Streit Act; and breach of the covenant of good faith. However,
in the third amended complaint, plaintiffs acknowledge that, before DBTCA was
added to the case, the court dismissed plaintiffs’ TIA Act claims, negligence
and gross negligence claims, Streit Act claims, claims for breach of the
covenant of good faith, and certain theories of plaintiffs’ breach of contract
claims, and plaintiffs only include these claims to preserve any rights on
appeal. Plaintiffs allege damages of “hundreds of millions of
dollars.” On November 13, 2017, DBNTC and DBTCA filed an answer to the
third amended complaint. Discovery is ongoing.
On November 30, 2017, DBTCA was added as a defendant to a
case brought by Commerzbank AG (“Commerzbank”) in the U.S. District Court for
the Southern District of New York, in which Commerzbank previously alleged
incorrectly that DBNTC served as trustee for all 50 of the trusts at
issue. On November 30, 2017, Commerzbank filed a second amended complaint
that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as
trustee for 1 of the 50 trusts at issue. DBNTC serves as trustee for the
other 49 trusts at issue. Commerzbank’s second amended complaint brings
claims for violation of the TIA; breach of contract; breach of fiduciary duty;
negligence; violation of the Streit Act; and breach of the covenant of good
faith. However, in the second amended complaint, Commerzbank acknowledges
that, before DBTCA was added to the case, the court dismissed Commerzbank’s TIA
claims for the trusts governed by pooling and servicing agreements, as well as
its Streit Act claims and claims for breach of the covenant of good faith, and
Commerzbank only includes these claims to preserve any rights on appeal.
The second amended complaint alleges that DBNTC and DBTCA caused Commerzbank to
suffer “hundreds of millions of dollars in losses,” but the complaint does not
include a demand for money damages in a sum certain. On January 29, 2018,
DBNTC and DBTCA filed an answer to the second amended complaint.
Discovery is ongoing.
On December 30, 2015, IKB International, S.A. in Liquidation
and IKB Deutsche Industriebank A.G. (collectively, “IKB”), as an investor in 37
RMBS trusts, filed a summons with notice in the Supreme Court of the State of
New York, New York County, against DBNTC and DBTCA as trustees of the
trusts. On May 27, 2016, IKB served its complaint asserting claims for
breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts
of interest, violation of New York’s Streit Act, violation of the Trust
Indenture Act, violation of Regulation AB, and violation of Section 9 of the
Uniform Commercial Code. IKB alleges that DBNTC and DBTCA are liable for
over U.S. $268 million in damages. On October 5, 2016, DBNTC and DBTCA,
together with several other trustees defending lawsuits by IKB, filed a joint motion
to dismiss. On January 6, 2017, IKB filed a notice of discontinuance,
voluntarily dismissing with prejudice all claims as to three trusts. As
of January 17, 2017, DBNTC and DBTCA’s motion to dismiss has been briefed and
is awaiting decision by the court. On June 20, 2017, the parties filed a
stipulation, voluntarily dismissing with prejudice all claims as to four
additional trusts. Certain limited discovery is permitted to go forward
while the motion to dismiss is pending.
It is DBTCA’s belief that it has no pending legal proceedings
(including, based on DBTCA’s present evaluation, the litigation disclosed in
the foregoing paragraphs) that would materially affect its ability to perform
its duties as trustee under the CGCMT 2016-C1 and CGCMT 2016-C3 pooling and
servicing agreements relating to this transaction.
Citibank, N.A. (“Citibank”) is acting as certificate
administrator of this CMBS transaction. In the ordinary course of
business, Citibank is involved in a number of legal proceedings, including in
connection with its role as trustee of certain RMBS transactions. Certain
of these Citibank as trustee-related matters are disclosed herein.
On June 18, 2014, a civil action was filed against Citibank
in the Supreme Court of the State of New York by a group of investors in 48
private-label RMBS trusts for which Citibank allegedly serves or did serve as
trustee, asserting claims for purported violations of the Trust Indenture Act
of 1939 (the “Trust Indenture Act”), breach of contract, breach of fiduciary
duty and negligence based on Citibank’s alleged failure to perform its duties
as trustee for the 48 RMBS trusts. On November 24, 2014, plaintiffs
sought leave to withdraw this action. On the same day, a smaller subset
of similar plaintiff investors in 27 private-label RMBS trusts for which
Citibank allegedly serves or did serve as trustee, filed a new civil action
against Citibank in the United States District Court for the Southern District
of New York (“SDNY”) asserting similar claims as the prior action filed in
state court. In January 2015, the court closed plaintiffs’ original state
court action. On September 8, 2015, the federal court dismissed all
claims as to 24 of the 27 trusts and allowed certain of the claims to proceed
as to the other three trusts. Subsequently, plaintiffs voluntarily dismissed
all claims with respect to two of the three trusts. As to the one remaining
trust at issue, on April 7, 2017, Citibank filed a motion for summary judgment.
Plaintiffs filed its consolidated opposition brief and cross motion for partial
summary judgment on May 22, 2017. Briefing on those motions was completed
on August 4, 2017.
On November 24, 2015, the same investors that brought the
federal case brought a new civil action in the Supreme Court of the State of
New York related to 25 private-label RMBS trusts for which Citibank allegedly
serves or did serve as trustee. This case includes the 24 trusts
previously dismissed in the federal action, and one additional trust. The
investors assert claims for breach of contract, breach of fiduciary duty,
breach of duty to avoid conflicts of interest, and violation of New York’s
Streit Act (the “Streit Act”). Following oral argument on Citibank’s
motion to dismiss, Plaintiffs filed an amended complaint on August 5,
2016. On June 27, 2017, the state court issued a decision, dismissing the
Event of Default claims, mortgage-file-related claims, the fiduciary duty
claims, and the conflict of interest claims. The decision sustained
certain breach of contract claims including the claim alleging discovery of
breaches of representations and warranties, a claim related to robo-signing,
and the implied covenant of good faith claim. Citibank appealed the lower
court’s decision, and on January 16, 2018, the Appellate Division, First
Department, dismissed the claims related to robo-signing and the implied
covenant of good faith, but allowed plaintiffs’ claim alleging discovery
of breaches of representations and warranties to proceed.
On August 19, 2015, the Federal Deposit Insurance Corporation
(“FDIC”), as receiver for a failed financial institution, filed a civil action
against Citibank in the SDNY. This action relates to one private-label
RMBS trust for which Citibank formerly served as trustee. FDIC asserts
claims for breach of contract, violation of the Streit Act, and violation of
the Trust Indenture Act. Citibank jointly briefed a motion to dismiss
with The Bank of New York Mellon and U.S. Bank, N.A., entities that have also been
sued by FDIC in their capacity as trustee, and these cases have all been
consolidated in front of Judge Carter. On September 30, 2016, the Court
granted Citibank’s motion to dismiss the complaint without prejudice for lack
of subject matter jurisdiction. On October 14, 2016, FDIC filed a motion
for reargument or relief from judgment from the Court’s dismissal order.
On July 11, 2017, Judge Carter ruled on the motion for reconsideration
regarding his dismissal of the action. He denied reconsideration of his
decision on standing, but granted leave to amend the complaint by October 9,
2017. The FDIC subsequently requested an extension of time to file its
amended complaint, which was granted. The FDIC filed its amended complaint on
December 8, 2017.
There can be no assurances as to the outcome of litigation or
the possible impact of litigation on the trustee or the RMBS trusts.
However, Citibank denies liability and continues to vigorously defend against
these litigations. Furthermore, neither the above-disclosed litigations
nor any other pending legal proceeding involving Citibank will materially
affect Citibank’s ability to perform its duties as certificate administrator
under the CGCMT 2016-C1 and CGCMT 2016-C3 pooling and servicing agreements relating
to this CMBS 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 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 November 23, 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 Marriott Savannah Riverfront
Mortgage Loan, which is being serviced and administered pursuant to the pooling
and servicing agreement for the CGCMT 2016-C1 Transaction, are attached hereto
under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit O to the
pooling and servicing agreement for the CGCMT 2016-C1 Transaction incorporated
by reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the CGCMT
2016-C1 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 TEK Park Mortgage Loan and the
Marriott Saddle Brook Mortgage Loan, which are being serviced and administered
pursuant to the pooling and servicing agreement for the SGCMS 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 SGCMS
2016-C5 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 SGCMS 2016-C5 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 Vertex Pharmaceuticals HQ
Mortgage Loan, which is being serviced and administered pursuant to the pooling
and servicing agreement for the WFCM 2016-BNK1 Transaction, are attached hereto
under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit Z to the
pooling and servicing agreement for the WFCM 2016-BNK1 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 WFCM
2016-BNK1 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 132 West 27th Street Mortgage
Loan, which is being serviced and administered pursuant to the pooling and
servicing agreement for the MSC 2016-UBS11 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 MSC 2016-UBS11 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 MSC
2016-UBS11 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 Mills Fleet Farm Mortgage Loan,
which is being serviced and administered pursuant to the pooling and servicing
agreement for the CGCMT 2016-C3 Transaction, are attached hereto under Item 15
to this Annual Report on Form 10-K. Attached as Exhibit O to the pooling and
servicing agreement for the CGCMT 2016-C3 Transaction incorporated by reference
as Exhibit 4.6 to this Annual Report on Form 10-K is a chart identifying the
entities participating in a servicing function for the CGCMT 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 Fresno Fashion Fair Mortgage Loan,
which is being serviced and administered pursuant to the pooling and servicing
agreement for the JPMDB 2016-C4 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 JPMDB 2016-C4 Transaction incorporated by reference
as Exhibit 4.7 to this Annual Report on Form 10-K is a chart identifying the
entities participating in a servicing function for the JPMDB 2016-C4
Transaction responsible for each applicable servicing criteria set forth in
Item 1122(d).
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached as Exhibits
to this Annual Report on Form 10-K.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) The following is a list of documents filed as part of
this Annual Report on Form 10-K:
(1) Not applicable
(2) Not applicable
(3) See below
4.1
Pooling
and Servicing Agreement, dated as of November 1, 2016, by and among CCRE
Commercial Mortgage Securities, L.P., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special
Servicer, AEGON USA Realty Advisors, LLC, as Potomac Mills Special Servicer,
Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, Paying Agent and Custodian, Park
Bridge Lender Services LLC, as Operating Advisor and Park Bridge Lender
Services LLC as Asset Representations Reviewer (filed as Exhibit 4.1 to
the registrant’s Current Report on Form 8-K/A filed on December 16, 2016 under
Commission File No. 333-207567-03 and incorporated by reference herein).
4.2
Pooling
and Servicing Agreement, dated as of May 1, 2016, by and among Citigroup
Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and Asset
Representations Reviewer, Citibank, N.A., as Certificate Administrator and
Deutsche Bank Trust Company Americas, as Trustee (filed as Exhibit 4.6 to the
registrant’s Current Report on Form 8-K filed on November 23, 2016 under
Commission File No. 333-207567-03 and incorporated by reference herein).
4.3
Pooling
and Servicing Agreement, dated as of July 1, 2016, by and among SG Commercial
Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC,
as Operating Advisor and as Asset Representations Reviewer (filed as Exhibit 4.1
to the registrant’s Current Report on Form 8-K/A filed on December 1, 2016
under Commission File No. 333-207567-03 and incorporated by reference
herein).
4.4
Pooling
and Servicing Agreement, dated as of August 1, 2016, by and among Wells Fargo
Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer (filed
as Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on November
23, 2016 under Commission File No. 333-207567-03 and incorporated by reference
herein).
4.5
Pooling
and Servicing Agreement, dated as of August 1, 2016, by and among Morgan
Stanley Capital I Inc., as Depositor, Midland Loan Services, a Division of PNC
Bank, National Association, as Master Servicer, CWCapital Asset Management LLC,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer (filed as Exhibit 4.7 to the
registrant’s Current Report on Form 8-K filed on November 23, 2016 under
Commission File No. 333-207567-03 and incorporated by reference herein).
4.6
Pooling
and Servicing Agreement, dated as of November 1, 2016, by and among Citigroup
Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as
Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as
Certificate Administrator and Deutsche Bank Trust Company Americas, as Trustee
(filed as Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed on
November 23, 2016 under Commission File No. 333-207567-03 and incorporated by
reference herein).
4.7
Pooling
and Servicing Agreement, dated as of November 1, 2016, by and among J.P. Morgan
Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Midland Loan Services, a Division of
PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer (filed as Exhibit 4.3 to the registrant’s
Current Report on Form 8-K filed on November 23, 2016 under Commission File No.
333-207567-03 and incorporated by reference herein).
4.8
Co-Lender
Agreement, dated as of November 17, 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 and Cantor Commercial Real Estate Lending,
L.P., as Note A-3 Holder (filed as Exhibit 4.8 to the registrant’s Current
Report on Form 8-K filed on November 23, 2016 under Commission File No.
333-207567-03 and incorporated by reference herein).
4.9
Agreement
Between Note Holders, dated as of November 17, 2016, by and between Société
Générale, as Initial Note A-1 Holder, Initial
A-2 Holder, Initial A-3 Holder, Initial B-1 Holder, Initial B-2 Holder and
Initial B-3 Holder, Bank of America, N.A., as Initial Note A-4 Holder, Initial
A-5 Holder, Initial B-4 Holder and Initial B-5 Holder, Cantor Commercial Real
Estate Lending, L.P., as Initial Note A-6 Holder, Initial Note A-7 Holder,
Initial Note A-8 Holder, Initial B-6 Holder, Initial B-7 Holder and Initial B-8
Holder and Barclays Bank PLC, as Initial Note A-9 Holder, Initial Note A-10
Holder, Initial B-9 Holder and Initial B-10 Holder (filed as Exhibit 4.10 to
the registrant’s Current Report on Form 8-K filed on November 23, 2016 under
Commission File No. 333-207567-03 and incorporated by reference herein).
4.10
Amended
and Restated Co-Lender Agreement, dated as of October 31, 2016, between Wilmington Trust, National Association, as
Trustee, for the benefit of the Holders of SG Commercial Mortgage Securities
Trust 2016-C5 Commercial Mortgage Pass-Through Certificates, Series
2016-C5 , as Note A-1 Holder and
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
4.12 to the registrant’s Current Report on Form 8-K filed on November 23, 2016
under Commission File No. 333-207567-03 and incorporated by reference herein).
4.11
Amended
and Restated Agreement between Note Holders, dated as of February 15, 2017, by
and between Wilmington Trust, National Association, as trustee for the benefit
of the holders of CFCRE 2016-C6 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2016-C6, as Note A-1 holder, and Wilmington
Trust, National Association, as trustee for the benefit of the holders of SG
Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through
Certificates, Series 2016-C5, as Note A-2 holder, and Société Générale, as
Initial Note A-3 holder. (filed as Exhibit 4.1 to the registrant’s Current
Report on Form 8-K/A filed on March 8, 2017 under Commission File No.
333-207567-03 and incorporated by reference herein).
4.12
Amended
and Restated Co-Lender Agreement, dated as of July 19, 2016, between U.S. Bank
National Association, as Trustee, for the benefit of the Holders of CFCRE
2016-C4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
2016-C4, as Note A-1 Holder, Note A-4 Holder, and Note A-5 Holder, Cantor
Commercial Real Estate Lending, L.P., as Note A-2-1 Holder, Cantor Commercial
Real Estate Lending, L.P., as Note A-2-2 Holder and Deutsche Bank Trust
Company Americas, as Trustee, on behalf of the registered Holders of Citigroup
Commercial Mortgage Trust 2016-C1, Commercial Mortgage Pass-Through
Certificates, Series 2016-C1, as Note A-3 Holder, Note A-6 Holder, Note A-7
Holder and Note A-8 Holder (filed as Exhibit 4.14 to the registrant’s Current
Report on Form 8-K filed on November 23, 2016 under Commission File No.
333-207567-03 and incorporated by reference herein).
4.13
Co-Lender
Agreement, dated as of May 1, 2016, between Cantor Commercial Real Estate
Lending, L.P., as Note A-1-1 Holder, and Cantor Commercial Real Estate Lending,
L.P., as Note A-1-2 Holder, and Citigroup Global Markets Realty Corp., as Note
A-2-1 Holder, and Citigroup Global Markets Realty Corp., as Note A-2-2 Holder,
and Cantor Commercial Real Estate Lending, L.P., as Note A-3 Holder, and
Citigroup Global Markets Realty Corp., as Note A-4 Holder (filed as Exhibit
4.17 to the registrant’s Current Report on Form 8-K filed on November 23, 2016
under Commission File No. 333-207567-03 and incorporated by reference herein).
4.14
Co-Lender
Agreement, dated as of June 23, 2016, between Cantor Commercial Real Estate
Lending, L.P., as Note A-1 Holder, UBS Real Estate Securities Inc., as Note A-2 Holder and Cantor Commercial Real
Estate Lending, L.P., as Note A-3 Holder (filed as Exhibit 4.15 to the
registrant’s Current Report on Form 8-K filed on November 23, 2016 under
Commission File No. 333-207567-03 and incorporated by reference herein).
4.15
Amended
and Restated Co-Lender Agreement, dated as of November 17, 2016, between
Wilmington Trust, National Association, as Trustee, for the benefit of the
Holders of SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage
Pass-Through Certificates, Series 2016-C5, as Note A-1 Holder, and Cantor
Commercial Real Estate Lending, L.P., as Note A-2-1 Holder, and Cantor
Commercial Real Estate Lending, L.P., as Note A-2-2 Holder (filed as Exhibit
4.18 to the registrant’s Current Report on Form 8-K filed on November 23, 2016
under Commission File No. 333-207567-03 and incorporated by reference herein).
4.16
Co-Lender
Agreement, dated as of July 15, 2016, between Morgan Stanley Bank, N.A.,
as Initial Note A-1 Holder, and Morgan Stanley Bank, N.A., as Initial Note
A-2-1 Holder, and Morgan Stanley Bank, N.A., as Initial
Note A-2-2 Holder, and Morgan Stanley Bank, N.A.,
as Initial Note A-2-3 Holder and
Morgan Stanley Bank, N.A., as Initial Note A-3-1 Holder, and Morgan Stanley
Bank, N.A., as Initial Note A-3-2 Holder, and Morgan Stanley Bank, N.A., as
Initial Note A-4 Holder, and Citigroup Global Markets Realty Corp., as Initial
Note A-5 Holder, and Citigroup Global Markets Realty Corp., as Initial Note
A-6-1 Holder, and Citigroup Global Markets Realty Corp., as Initial Note A-6-2
Holder, and Citigroup Global Markets Realty Corp., as Initial Note A-7 Holder
(filed as Exhibit 4.9 to the registrant’s Current Report on Form 8-K filed on
November 23, 2016 under Commission File No. 333-207567-03 and incorporated by
reference herein).
4.17
Amended
and Restated Co-Lender Agreement Among Note Holders, dated as of September 23,
2016, between Wells Fargo Bank, National Association, as Trustee, for the
benefit of the Holders of Morgan Stanley Capital I Trust 2016-UBS11 Mortgage
Trust Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, as Note
A-1 Holder and Note A-2 Holder, and Cantor Commercial Real Estate Lending,
L.P., as Note A-3-1 Holder, and Cantor Commercial Real Estate Lending, L.P., as
Note A-3-2 Holder (filed as Exhibit 4.19 to the registrant’s Current Report on
Form 8-K filed on November 23, 2016 under Commission File No. 333-207567-03 and
incorporated by reference herein).
4.18
Co-Lender
Agreement, dated as of November 17, 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, and
Deutsche Bank Ag, New York Branch, as Note A-3 Holder (filed as Exhibit 4.16 to
the registrant’s Current Report on Form 8-K filed on November 23, 2016 under
Commission File No. 333-207567-03 and incorporated by reference herein).
4.19
Co-Lender
Agreement, dated as of November 22, 2016, by and among JPMorgan Chase Bank,
National Association, Initial Note A-1-A Holder, JPMorgan Chase Bank, National Association, Initial A-1-B Holder,
JPMorgan Chase Bank, National Association, Initial A-1-C Holder and Société
Générale, as Initial Note A-2-A Holder, Société
Générale, as Initial A-2-B Holder, Société Générale, as Initial A-2-C Holder
and Société Générale, as Initial Note A-2-D Holder (filed as Exhibit 4.11 to
the registrant’s Current Report on Form 8-K filed on November 23, 2016 under
Commission File No. 333-207567-03 and incorporated by reference herein).
31
Rule 13a-14(d)/15d-14(d) Certifications.
33
Reports on assessment of compliance with servicing criteria for asset-backed
securities.
33.1
Wells
Fargo Bank, National Association, as Master Servicer (filed as Exhibit 33.1 to
the Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
33.2
Rialto
Capital Advisors, LLC, as Special Servicer (filed as Exhibit 33.2 to the
Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
33.3
AEGON
USA Realty Advisors, LLC, as Potomac Mills Special Servicer (filed as Exhibit
33.3 to the Original 10-K under Commission File No. 333-207567-03 and
incorporated by reference herein)
33.4
Wilmington
Trust, National Association, as Trustee (Omitted. See Explanatory Notes to the
Original 10-K.)
33.5
Wells
Fargo Bank, National Association, as Certificate Administrator (filed as
Exhibit 33.5 to the Original 10-K under Commission File No. 333-207567-03 and
incorporated by reference herein)
33.6
Wells
Fargo Bank, National Association, as Custodian (filed as Exhibit 33.6 to the
Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
33.7
Park
Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit 33.7 to the
Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
33.8
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant (filed
as Exhibit 33.8 to the Original 10-K under Commission File No. 333-207567-03
and incorporated by reference herein)
33.9
National
Tax Search, LLC, as Servicing Function Participant (filed as Exhibit 33.9 to
the Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
33.10
Berkeley Point Capital LLC, as Primary Servicer
33.11
Wells
Fargo Bank, National Association, as Primary Servicer of the Hill7 Office
Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
33.12
Rialto
Capital Advisors, LLC, as Special Servicer of the Hill7 Office Mortgage Loan (filed
as Exhibit 33.2 to the Original 10-K under Commission File No. 333-207567-03
and incorporated by reference herein)
33.13
Wilmington
Trust, National Association, as Trustee of the Hill7 Office Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.14
Wells
Fargo Bank, National Association, as Certificate Administrator of the Hill7
Office Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
33.15
Wells
Fargo Bank, National Association, as Custodian of the Hill7 Office Mortgage
Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
33.16
Park
Bridge Lender Services LLC, as Operating Advisor of the Hill7 Office Mortgage
Loan (filed as Exhibit 33.7 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
33.17
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Hill7 Office Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
33.18
National
Tax Search, LLC, as Servicing Function Participant of the Hill7 Office Mortgage
Loan (filed as Exhibit 33.9 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
33.19
Wells
Fargo Bank, National Association, as Primary Servicer of the Potomac Mills
Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
33.20
AEGON
USA Realty Advisors, LLC, as Special Servicer of the Potomac Mills Mortgage Loan
(filed as Exhibit 33.3 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
33.21
Wilmington
Trust, National Association, as Trustee of the Potomac Mills Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.22
Wells
Fargo Bank, National Association, as Certificate Administrator of the Potomac
Mills Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
33.23
Wells
Fargo Bank, National Association, as Custodian of the Potomac Mills Mortgage
Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
33.24
Park
Bridge Lender Services LLC, as Operating Advisor of the Potomac Mills Mortgage
Loan (filed as Exhibit 33.7 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
33.25
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Potomac Mills Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
33.26
National
Tax Search, LLC, as Servicing Function Participant of the Potomac Mills
Mortgage Loan (filed as Exhibit 33.9 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
33.27
Wells
Fargo Bank, National Association, as Primary Servicer of the Residence Inn by
Marriott LAX Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
33.28
Rialto
Capital Advisors, LLC, as Special Servicer of the Residence Inn by Marriott LAX
Mortgage Loan (filed as Exhibit 33.2 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
33.29
Wilmington
Trust, National Association, as Trustee of the Residence Inn by Marriott LAX
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.30
Wells
Fargo Bank, National Association, as Certificate Administrator of the Residence
Inn by Marriott LAX Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
33.31
Wells
Fargo Bank, National Association, as Custodian of the Residence Inn by Marriott
LAX Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K under Commission
File No. 333-207567-03 and incorporated by reference herein)
33.32
Park
Bridge Lender Services LLC, as Operating Advisor of the Residence Inn by
Marriott LAX Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
33.33
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Residence Inn by Marriott LAX Mortgage Loan (filed as Exhibit 33.8 to the
Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
33.34
National
Tax Search, LLC, as Servicing Function Participant of the Residence Inn by
Marriott LAX Mortgage Loan (filed as Exhibit 33.9 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
33.35
Wells
Fargo Bank, National Association, as Primary Servicer of the Holiday Inn
Express Nashville - Downtown Mortgage Loan (filed as Exhibit 33.1 to the
Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
33.36
Rialto
Capital Advisors, LLC, as Special Servicer of the Holiday Inn Express Nashville
- Downtown Mortgage Loan (filed as Exhibit 33.2 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
33.37
Wilmington
Trust, National Association, as Trustee of the Holiday Inn Express Nashville -
Downtown Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.38
Wells
Fargo Bank, National Association, as Certificate Administrator of the Holiday
Inn Express Nashville - Downtown Mortgage Loan (filed as Exhibit 33.5 to the
Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
33.39
Wells
Fargo Bank, National Association, as Custodian of the Holiday Inn Express
Nashville - Downtown Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
33.40
Park
Bridge Lender Services LLC, as Operating Advisor of the Holiday Inn Express
Nashville - Downtown Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
33.41
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Holiday Inn Express Nashville - Downtown Mortgage Loan (filed as Exhibit 33.8
to the Original 10-K under Commission File No. 333-207567-03 and incorporated
by reference herein)
33.42
National
Tax Search, LLC, as Servicing Function Participant of the Holiday Inn Express
Nashville - Downtown Mortgage Loan (filed as Exhibit 33.9 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
33.43
Wells
Fargo Bank, National Association, as Primary Servicer of the OZRE Leased Fee
Portfolio Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
33.44
Rialto
Capital Advisors, LLC, as Special Servicer of the OZRE Leased Fee Portfolio
Mortgage Loan (filed as Exhibit 33.2 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
33.45
Wilmington
Trust, National Association, as Trustee of the OZRE Leased Fee Portfolio
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.46
Wells
Fargo Bank, National Association, as Certificate Administrator of the OZRE Leased
Fee Portfolio Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
33.47
Wells
Fargo Bank, National Association, as Custodian of the OZRE Leased Fee Portfolio
Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
33.48
Park
Bridge Lender Services LLC, as Operating Advisor of the OZRE Leased Fee
Portfolio Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
33.49
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
OZRE Leased Fee Portfolio Mortgage Loan (filed as Exhibit 33.8 to the Original
10-K under Commission File No. 333-207567-03 and incorporated by reference
herein)
33.50
National
Tax Search, LLC, as Servicing Function Participant of the OZRE Leased Fee
Portfolio Mortgage Loan (filed as Exhibit 33.9 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
33.51
Berkeley Point Capital LLC, as Primary Servicer of
the Marriott Savannah Riverfront Mortgage Loan (see Exhibit 33.10)
33.52
LNR
Partners, LLC, as Special Servicer of the Marriott Savannah Riverfront Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.53
Deutsche
Bank Trust Company Americas, as Trustee and Custodian of the Marriott Savannah
Riverfront Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.54
Citibank,
N.A., as Certificate Administrator of the Marriott Savannah Riverfront Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.55
Park
Bridge Lender Services LLC, as Operating Advisor of the Marriott Savannah
Riverfront Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
33.56
Wells
Fargo Bank, National Association, as Primary Servicer of the TEK Park Mortgage
Loan (filed as Exhibit 33.1 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
33.57
Rialto
Capital Advisors, LLC, as Special Servicer of the TEK Park Mortgage Loan (filed
as Exhibit 33.2 to the Original 10-K under Commission File No. 333-207567-03
and incorporated by reference herein)
33.58
Wilmington
Trust, National Association, as Trustee of the TEK Park Mortgage Loan (Omitted.
See Explanatory Notes to the Original 10-K.)
33.59
Wells
Fargo Bank, National Association, as Certificate Administrator of the TEK Park
Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
33.60
Wells
Fargo Bank, National Association, as Custodian of the TEK Park Mortgage Loan
(filed as Exhibit 33.6 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
33.61
Park
Bridge Lender Services LLC, as Operating Advisor of the TEK Park Mortgage Loan
(filed as Exhibit 33.7 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
33.62
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
TEK Park Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
33.63
National
Tax Search, LLC, as Servicing Function Participant of the TEK Park Mortgage
Loan (filed as Exhibit 33.9 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
33.64
Wells
Fargo Bank, National Association, as Primary Servicer of the Marriott Saddle
Brook Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
33.65
Rialto
Capital Advisors, LLC, as Special Servicer of the Marriott Saddle Brook
Mortgage Loan (filed as Exhibit 33.2 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
33.66
Wilmington
Trust, National Association, as Trustee of the Marriott Saddle Brook Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.67
Wells
Fargo Bank, National Association, as Certificate Administrator of the Marriott
Saddle Brook Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
33.68
Wells
Fargo Bank, National Association, as Custodian of the Marriott Saddle Brook
Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
33.69
Park
Bridge Lender Services LLC, as Operating Advisor of the Marriott Saddle Brook
Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
33.70
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Marriott Saddle Brook Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
33.71
National
Tax Search, LLC, as Servicing Function Participant of the Marriott Saddle Brook
Mortgage Loan (filed as Exhibit 33.9 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
33.72
Wells
Fargo Bank, National Association, as Primary Servicer of the Vertex
Pharmaceuticals HQ Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
33.73
Rialto
Capital Advisors, LLC, as Special Servicer of the Vertex Pharmaceuticals HQ
Mortgage Loan (filed as Exhibit 33.2 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
33.74
Wilmington
Trust, National Association, as Trustee of the Vertex Pharmaceuticals HQ
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.75
Wells
Fargo Bank, National Association, as Certificate Administrator of the Vertex
Pharmaceuticals HQ Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
33.76
Wells
Fargo Bank, National Association, as Custodian of the Vertex Pharmaceuticals HQ
Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
33.77
Park
Bridge Lender Services LLC, as Operating Advisor of the Vertex Pharmaceuticals
HQ Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K under Commission
File No. 333-207567-03 and incorporated by reference herein)
33.78
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Vertex Pharmaceuticals HQ Mortgage Loan (filed as Exhibit 33.8 to the Original
10-K under Commission File No. 333-207567-03 and incorporated by reference
herein)
33.79
National
Tax Search, LLC, as Servicing Function Participant of the Vertex
Pharmaceuticals HQ Mortgage Loan (filed as Exhibit 33.9 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
33.80
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the 132 West 27th Street Mortgage Loan (filed as Exhibit 33.80 to
the Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
33.81
CWCapital
Asset Management LLC, as Special Servicer of the 132 West 27th Street Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.82
Wells
Fargo Bank, National Association, as Trustee and Certificate Administrator of
the 132 West 27th Street Mortgage Loan (filed as Exhibit 33.5 to the Original
10-K under Commission File No. 333-207567-03 and incorporated by reference
herein)
33.83
Wells
Fargo Bank, National Association, as Custodian of the 132 West 27th Street
Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
33.84
Park
Bridge Lender Services LLC, as Operating Advisor of the 132 West 27th Street
Mortgage Loan (filed as Exhibit 33.7 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
33.85
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the Mills Fleet Farm Mortgage Loan (filed as Exhibit 33.80 to the
Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
33.86
Rialto
Capital Advisors, LLC, as Special Servicer of the Mills Fleet Farm Mortgage
Loan (filed as Exhibit 33.2 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
33.87
Deutsche
Bank Trust Company Americas, as Trustee and Custodian of the Mills Fleet Farm
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.88
Citibank,
N.A., as Certificate Administrator of the Mills Fleet Farm Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
33.89
Trimont
Real Estate Advisors, LLC, as Operating Advisor of the Mills Fleet Farm
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.90
Wells
Fargo Bank, National Association, as Primary Servicer of the Fresno Fashion
Fair Mortgage Loan (filed as Exhibit 33.1 to the Original 10-K under Commission
File No. 333-207567-03 and incorporated by reference herein)
33.91
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the Fresno Fashion Fair Mortgage Loan (filed as Exhibit 33.80 to
the Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
33.92
Wilmington
Trust, National Association, as Trustee of the Fresno Fashion Fair Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
33.93
Wells
Fargo Bank, National Association, as Certificate Administrator of the Fresno
Fashion Fair Mortgage Loan (filed as Exhibit 33.5 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
33.94
Wells
Fargo Bank, National Association, as Custodian of the Fresno Fashion Fair
Mortgage Loan (filed as Exhibit 33.6 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
33.95
Pentalpha
Surveillance LLC, as Operating Advisor of the Fresno Fashion Fair Mortgage Loan
(filed as Exhibit 33.95 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
33.96
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Fresno Fashion Fair Mortgage Loan (filed as Exhibit 33.8 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
33.97
National
Tax Search, LLC, as Servicing Function Participant of the Fresno Fashion Fair
Mortgage Loan (filed as Exhibit 33.9 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
34
Attestation
reports on assessment of compliance with servicing criteria for asset-backed
securities.
34.1
Wells
Fargo Bank, National Association, as Master Servicer (filed as Exhibit 34.1 to
the Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
34.2
Rialto
Capital Advisors, LLC, as Special Servicer (filed as Exhibit 34.2 to the
Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
34.3
AEGON
USA Realty Advisors, LLC, as Potomac Mills Special Servicer (filed as Exhibit
34.3 to the Original 10-K under Commission File No. 333-207567-03 and
incorporated by reference herein)
34.4
Wilmington
Trust, National Association, as Trustee (Omitted. See Explanatory Notes to the
Original 10-K.)
34.5
Wells
Fargo Bank, National Association, as Certificate Administrator (filed as
Exhibit 34.5 to the Original 10-K under Commission File No. 333-207567-03 and
incorporated by reference herein)
34.6
Wells
Fargo Bank, National Association, as Custodian (filed as Exhibit 34.6 to the
Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
34.7
Park
Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit 34.7 to the
Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
34.8
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant (filed
as Exhibit 34.8 to the Original 10-K under Commission File No. 333-207567-03
and incorporated by reference herein)
34.9
National
Tax Search, LLC, as Servicing Function Participant (filed as Exhibit 34.9 to
the Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
34.10
Berkeley
Point Capital LLC, as Primary Servicer (filed as Exhibit 34.10 to the Original
10-K under Commission File No. 333-207567-03 and incorporated by reference
herein)
34.11
Wells
Fargo Bank, National Association, as Primary Servicer of the Hill7 Office
Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
34.12
Rialto
Capital Advisors, LLC, as Special Servicer of the Hill7 Office Mortgage Loan
(filed as Exhibit 34.2 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
34.13
Wilmington
Trust, National Association, as Trustee of the Hill7 Office Mortgage Loan (Omitted.
See Explanatory Notes to the Original 10-K.)
34.14
Wells
Fargo Bank, National Association, as Certificate Administrator of the Hill7
Office Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
34.15
Wells
Fargo Bank, National Association, as Custodian of the Hill7 Office Mortgage
Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
34.16
Park
Bridge Lender Services LLC, as Operating Advisor of the Hill7 Office Mortgage
Loan (filed as Exhibit 34.7 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
34.17
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Hill7 Office Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
34.18
National
Tax Search, LLC, as Servicing Function Participant of the Hill7 Office Mortgage
Loan (filed as Exhibit 34.9 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
34.19
Wells
Fargo Bank, National Association, as Primary Servicer of the Potomac Mills
Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
34.20
AEGON
USA Realty Advisors, LLC, as Special Servicer of the Potomac Mills Mortgage
Loan (filed as Exhibit 34.3 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
34.21
Wilmington
Trust, National Association, as Trustee of the Potomac Mills Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.22
Wells
Fargo Bank, National Association, as Certificate Administrator of the Potomac
Mills Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
34.23
Wells
Fargo Bank, National Association, as Custodian of the Potomac Mills Mortgage
Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
34.24
Park
Bridge Lender Services LLC, as Operating Advisor of the Potomac Mills Mortgage
Loan (filed as Exhibit 34.7 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
34.25
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Potomac Mills Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
34.26
National
Tax Search, LLC, as Servicing Function Participant of the Potomac Mills
Mortgage Loan (filed as Exhibit 34.9 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
34.27
Wells
Fargo Bank, National Association, as Primary Servicer of the Residence Inn by
Marriott LAX Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
34.28
Rialto
Capital Advisors, LLC, as Special Servicer of the Residence Inn by Marriott LAX
Mortgage Loan (filed as Exhibit 34.2 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
34.29
Wilmington
Trust, National Association, as Trustee of the Residence Inn by Marriott LAX
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.30
Wells
Fargo Bank, National Association, as Certificate Administrator of the Residence
Inn by Marriott LAX Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
34.31
Wells
Fargo Bank, National Association, as Custodian of the Residence Inn by Marriott
LAX Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K under Commission
File No. 333-207567-03 and incorporated by reference herein)
34.32
Park
Bridge Lender Services LLC, as Operating Advisor of the Residence Inn by
Marriott LAX Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
34.33
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Residence Inn by Marriott LAX Mortgage Loan (filed as Exhibit 34.8 to the
Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
34.34
National
Tax Search, LLC, as Servicing Function Participant of the Residence Inn by
Marriott LAX Mortgage Loan (filed as Exhibit 34.9 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
34.35
Wells
Fargo Bank, National Association, as Primary Servicer of the Holiday Inn
Express Nashville - Downtown Mortgage Loan (filed as Exhibit 34.1 to the
Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
34.36
Rialto
Capital Advisors, LLC, as Special Servicer of the Holiday Inn Express Nashville
- Downtown Mortgage Loan (filed as Exhibit 34.2 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
34.37
Wilmington
Trust, National Association, as Trustee of the Holiday Inn Express Nashville -
Downtown Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.38
Wells
Fargo Bank, National Association, as Certificate Administrator of the Holiday
Inn Express Nashville - Downtown Mortgage Loan (filed as Exhibit 34.5 to the
Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
34.39
Wells
Fargo Bank, National Association, as Custodian of the Holiday Inn Express
Nashville - Downtown Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
34.40
Park
Bridge Lender Services LLC, as Operating Advisor of the Holiday Inn Express
Nashville - Downtown Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
34.41
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Holiday Inn Express Nashville - Downtown Mortgage Loan (filed as Exhibit 34.8
to the Original 10-K under Commission File No. 333-207567-03 and incorporated
by reference herein)
34.42
National
Tax Search, LLC, as Servicing Function Participant of the Holiday Inn Express
Nashville - Downtown Mortgage Loan (filed as Exhibit 34.9 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
34.43
Wells
Fargo Bank, National Association, as Primary Servicer of the OZRE Leased Fee
Portfolio Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
34.44
Rialto
Capital Advisors, LLC, as Special Servicer of the OZRE Leased Fee Portfolio
Mortgage Loan (filed as Exhibit 34.2 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
34.45
Wilmington
Trust, National Association, as Trustee of the OZRE Leased Fee Portfolio
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.46
Wells
Fargo Bank, National Association, as Certificate Administrator of the OZRE
Leased Fee Portfolio Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
34.47
Wells
Fargo Bank, National Association, as Custodian of the OZRE Leased Fee Portfolio
Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
34.48
Park
Bridge Lender Services LLC, as Operating Advisor of the OZRE Leased Fee
Portfolio Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
34.49
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
OZRE Leased Fee Portfolio Mortgage Loan (filed as Exhibit 34.8 to the Original
10-K under Commission File No. 333-207567-03 and incorporated by reference
herein)
34.50
National
Tax Search, LLC, as Servicing Function Participant of the OZRE Leased Fee
Portfolio Mortgage Loan (filed as Exhibit 34.9 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
34.51
Berkeley
Point Capital LLC, as Primary Servicer of the Marriott Savannah Riverfront
Mortgage Loan (filed as Exhibit 34.10 to the Original 10-K under Commission
File No. 333-207567-03 and incorporated by reference herein)
34.52
LNR
Partners, LLC, as Special Servicer of the Marriott Savannah Riverfront Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.53
Deutsche
Bank Trust Company Americas, as Trustee and Custodian of the Marriott Savannah
Riverfront Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.54
Citibank,
N.A., as Certificate Administrator of the Marriott Savannah Riverfront Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.55
Park
Bridge Lender Services LLC, as Operating Advisor of the Marriott Savannah
Riverfront Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
34.56
Wells
Fargo Bank, National Association, as Primary Servicer of the TEK Park Mortgage
Loan (filed as Exhibit 34.1 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
34.57
Rialto
Capital Advisors, LLC, as Special Servicer of the TEK Park Mortgage Loan (filed
as Exhibit 34.2 to the Original 10-K under Commission File No. 333-207567-03
and incorporated by reference herein)
34.58
Wilmington
Trust, National Association, as Trustee of the TEK Park Mortgage Loan (Omitted.
See Explanatory Notes to the Original 10-K.)
34.59
Wells
Fargo Bank, National Association, as Certificate Administrator of the TEK Park
Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
34.60
Wells
Fargo Bank, National Association, as Custodian of the TEK Park Mortgage Loan
(filed as Exhibit 34.6 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
34.61
Park
Bridge Lender Services LLC, as Operating Advisor of the TEK Park Mortgage Loan
(filed as Exhibit 34.7 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
34.62
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
TEK Park Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
34.63
National
Tax Search, LLC, as Servicing Function Participant of the TEK Park Mortgage
Loan (filed as Exhibit 34.9 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
34.64
Wells
Fargo Bank, National Association, as Primary Servicer of the Marriott Saddle
Brook Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
34.65
Rialto
Capital Advisors, LLC, as Special Servicer of the Marriott Saddle Brook
Mortgage Loan (filed as Exhibit 34.2 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
34.66
Wilmington
Trust, National Association, as Trustee of the Marriott Saddle Brook Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.67
Wells
Fargo Bank, National Association, as Certificate Administrator of the Marriott
Saddle Brook Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
34.68
Wells
Fargo Bank, National Association, as Custodian of the Marriott Saddle Brook
Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
34.69
Park
Bridge Lender Services LLC, as Operating Advisor of the Marriott Saddle Brook
Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
34.70
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Marriott Saddle Brook Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
34.71
National
Tax Search, LLC, as Servicing Function Participant of the Marriott Saddle Brook
Mortgage Loan (filed as Exhibit 34.9 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
34.72
Wells
Fargo Bank, National Association, as Primary Servicer of the Vertex Pharmaceuticals
HQ Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under Commission
File No. 333-207567-03 and incorporated by reference herein)
34.73
Rialto
Capital Advisors, LLC, as Special Servicer of the Vertex Pharmaceuticals HQ
Mortgage Loan (filed as Exhibit 34.2 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
34.74
Wilmington
Trust, National Association, as Trustee of the Vertex Pharmaceuticals HQ
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.75
Wells
Fargo Bank, National Association, as Certificate Administrator of the Vertex
Pharmaceuticals HQ Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
34.76
Wells
Fargo Bank, National Association, as Custodian of the Vertex Pharmaceuticals HQ
Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
34.77
Park
Bridge Lender Services LLC, as Operating Advisor of the Vertex Pharmaceuticals
HQ Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K under Commission
File No. 333-207567-03 and incorporated by reference herein)
34.78
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Vertex Pharmaceuticals HQ Mortgage Loan (filed as Exhibit 34.8 to the Original
10-K under Commission File No. 333-207567-03 and incorporated by reference
herein)
34.79
National
Tax Search, LLC, as Servicing Function Participant of the Vertex
Pharmaceuticals HQ Mortgage Loan (filed as Exhibit 34.9 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
34.80
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the 132 West 27th Street Mortgage Loan (filed as Exhibit 34.80 to
the Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
34.81
CWCapital
Asset Management LLC, as Special Servicer of the 132 West 27th Street Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.82
Wells
Fargo Bank, National Association, as Trustee and Certificate Administrator of the
132 West 27th Street Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
34.83
Wells
Fargo Bank, National Association, as Custodian of the 132 West 27th Street
Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
34.84
Park
Bridge Lender Services LLC, as Operating Advisor of the 132 West 27th Street
Mortgage Loan (filed as Exhibit 34.7 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
34.85
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the Mills Fleet Farm Mortgage Loan (filed as Exhibit 34.80 to the
Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
34.86
Rialto
Capital Advisors, LLC, as Special Servicer of the Mills Fleet Farm Mortgage
Loan (filed as Exhibit 34.2 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
34.87
Deutsche
Bank Trust Company Americas, as Trustee and Custodian of the Mills Fleet Farm
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.88
Citibank,
N.A., as Certificate Administrator of the Mills Fleet Farm Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
34.89
Trimont
Real Estate Advisors, LLC, as Operating Advisor of the Mills Fleet Farm
Mortgage Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.90
Wells
Fargo Bank, National Association, as Primary Servicer of the Fresno Fashion
Fair Mortgage Loan (filed as Exhibit 34.1 to the Original 10-K under Commission
File No. 333-207567-03 and incorporated by reference herein)
34.91
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the Fresno Fashion Fair Mortgage Loan (filed as Exhibit 34.80 to
the Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
34.92
Wilmington
Trust, National Association, as Trustee of the Fresno Fashion Fair Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
34.93
Wells
Fargo Bank, National Association, as Certificate Administrator of the Fresno
Fashion Fair Mortgage Loan (filed as Exhibit 34.5 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
34.94
Wells
Fargo Bank, National Association, as Custodian of the Fresno Fashion Fair
Mortgage Loan (filed as Exhibit 34.6 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
34.95
Pentalpha
Surveillance LLC, as Operating Advisor of the Fresno Fashion Fair Mortgage Loan
(filed as Exhibit 34.95 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
34.96
CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant of the
Fresno Fashion Fair Mortgage Loan (filed as Exhibit 34.8 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
34.97
National
Tax Search, LLC, as Servicing Function Participant of the Fresno Fashion Fair
Mortgage Loan (filed as Exhibit 34.9 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
35
Servicer compliance statements.
35.1
Wells
Fargo Bank, National Association, as Master Servicer (filed as Exhibit 35.1 to
the Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
35.2
Rialto
Capital Advisors, LLC, as Special Servicer (filed as Exhibit 35.2 to the
Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
35.3
AEGON
USA Realty Advisors, LLC, as Potomac Mills Special Servicer (Omitted. See
Explanatory Notes to the Original 10-K.)
35.4
Wells
Fargo Bank, National Association, as Certificate Administrator (filed as
Exhibit 35.4 to the Original 10-K under Commission File No. 333-207567-03 and
incorporated by reference herein)
35.5
Berkeley
Point Capital LLC, as Primary Servicer (filed as Exhibit 35.5 to the Original
10-K under Commission File No. 333-207567-03 and incorporated by reference
herein)
35.6
Wells
Fargo Bank, National Association, as Primary Servicer of the Hill7 Office
Mortgage Loan (filed as Exhibit 35.1 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
35.7
Rialto
Capital Advisors, LLC, as Special Servicer of the Hill7 Office Mortgage Loan
(filed as Exhibit 35.2 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
35.8
Wells
Fargo Bank, National Association, as Certificate Administrator of the Hill7
Office Mortgage Loan (filed as Exhibit 35.4 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
35.9
Wells
Fargo Bank, National Association, as Primary Servicer of the Potomac Mills
Mortgage Loan (filed as Exhibit 35.1 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
35.10
AEGON
USA Realty Advisors, LLC, as Special Servicer of the Potomac Mills Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
35.11
Wells
Fargo Bank, National Association, as Certificate Administrator of the Potomac
Mills Mortgage Loan (filed as Exhibit 35.4 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
35.12
Wells
Fargo Bank, National Association, as Primary Servicer of the Residence Inn by
Marriott LAX Mortgage Loan (filed as Exhibit 35.1 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
35.13
Rialto
Capital Advisors, LLC, as Special Servicer of the Residence Inn by Marriott LAX
Mortgage Loan (filed as Exhibit 35.2 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
35.14
Wells
Fargo Bank, National Association, as Certificate Administrator of the Residence
Inn by Marriott LAX Mortgage Loan (filed as Exhibit 35.4 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
35.15
Wells
Fargo Bank, National Association, as Primary Servicer of the Holiday Inn
Express Nashville - Downtown Mortgage Loan (filed as Exhibit 35.1 to the
Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
35.16
Rialto
Capital Advisors, LLC, as Special Servicer of the Holiday Inn Express Nashville
- Downtown Mortgage Loan (filed as Exhibit 35.2 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
35.17
Wells
Fargo Bank, National Association, as Certificate Administrator of the Holiday
Inn Express Nashville - Downtown Mortgage Loan (filed as Exhibit 35.4 to the
Original 10-K under Commission File No. 333-207567-03 and incorporated by
reference herein)
35.18
Wells
Fargo Bank, National Association, as Primary Servicer of the OZRE Leased Fee
Portfolio Mortgage Loan (filed as Exhibit 35.1 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
35.19
Rialto
Capital Advisors, LLC, as Special Servicer of the OZRE Leased Fee Portfolio
Mortgage Loan (filed as Exhibit 35.2 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
35.20
Wells
Fargo Bank, National Association, as Certificate Administrator of the OZRE
Leased Fee Portfolio Mortgage Loan (filed as Exhibit 35.4 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
35.21
Berkeley
Point Capital LLC, as Primary Servicer of the Marriott Savannah Riverfront
Mortgage Loan (filed as Exhibit 35.5 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
35.22
LNR
Partners, LLC, as Special Servicer of the Marriott Savannah Riverfront Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
35.23
Citibank,
N.A., as Certificate Administrator of the Marriott Savannah Riverfront Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
35.24
Wells
Fargo Bank, National Association, as Primary Servicer of the TEK Park Mortgage
Loan (filed as Exhibit 35.24 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
35.25
Rialto
Capital Advisors, LLC, as Special Servicer of the TEK Park Mortgage Loan (filed
as Exhibit 35.25 to the Original 10-K under Commission File No. 333-207567-03
and incorporated by reference herein)
35.26
Wells
Fargo Bank, National Association, as Certificate Administrator of the TEK Park
Mortgage Loan (filed as Exhibit 35.4 to the Original 10-K under Commission File
No. 333-207567-03 and incorporated by reference herein)
35.27
Wells
Fargo Bank, National Association, as Primary Servicer of the Marriott Saddle
Brook Mortgage Loan (filed as Exhibit 35.24 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
35.28
Rialto
Capital Advisors, LLC, as Special Servicer of the Marriott Saddle Brook
Mortgage Loan (filed as Exhibit 35.25 to the Original 10-K under Commission
File No. 333-207567-03 and incorporated by reference herein)
35.29
Wells
Fargo Bank, National Association, as Certificate Administrator of the Marriott
Saddle Brook Mortgage Loan (filed as Exhibit 35.4 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
35.30
Wells
Fargo Bank, National Association, as Primary Servicer of the Vertex
Pharmaceuticals HQ Mortgage Loan (filed as Exhibit 35.30 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
35.31
Rialto
Capital Advisors, LLC, as Special Servicer of the Vertex Pharmaceuticals HQ
Mortgage Loan (filed as Exhibit 35.31 to the Original 10-K under Commission
File No. 333-207567-03 and incorporated by reference herein)
35.32
Wells
Fargo Bank, National Association, as Certificate Administrator of the Vertex
Pharmaceuticals HQ Mortgage Loan (filed as Exhibit 35.4 to the Original 10-K
under Commission File No. 333-207567-03 and incorporated by reference herein)
35.33
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary Servicer
of the 132 West 27th Street Mortgage Loan (Omitted. See Explanatory Notes to
the Original 10-K.)
35.34
CWCapital
Asset Management LLC, as Special Servicer of the 132 West 27th Street Mortgage
Loan (Omitted. See Explanatory Notes to the Original 10-K.)
35.35
Wells
Fargo Bank, National Association, as Certificate Administrator of the 132 West
27th Street Mortgage Loan (filed as Exhibit 35.4 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
35.36
Midland
Loan Services, a Division of PNC Bank, National Association, as Primary
Servicer of the Mills Fleet Farm Mortgage Loan (Omitted. See Explanatory Notes
to the Original 10-K.)
35.37
Rialto
Capital Advisors, LLC, as Special Servicer of the Mills Fleet Farm Mortgage
Loan (filed as Exhibit 35.37 to the Original 10-K under Commission File No.
333-207567-03 and incorporated by reference herein)
35.38
Citibank,
N.A., as Certificate Administrator of the Mills Fleet Farm Mortgage Loan
(Omitted. See Explanatory Notes to the Original 10-K.)
35.39
Wells
Fargo Bank, National Association, as Primary Servicer of the Fresno Fashion Fair
Mortgage Loan (filed as Exhibit 35.39 to the Original 10-K under Commission
File No. 333-207567-03 and incorporated by reference herein)
35.40
Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer of the Fresno Fashion Fair Mortgage Loan (Omitted. See Explanatory
Notes to the Original 10-K.)
35.41
Wells
Fargo Bank, National Association, as Certificate Administrator of the Fresno
Fashion Fair Mortgage Loan (filed as Exhibit 35.4 to the Original 10-K under
Commission File No. 333-207567-03 and incorporated by reference herein)
99.1
Mortgage
Loan Purchase Agreement, dated as of November 1, 2016, between CCRE Commercial
Mortgage Securities, L.P. and Cantor Commercial Real Estate Lending, L.P.
(filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on
November 23, 2016 under Commission File No. 333-207567-03 and incorporated by
reference herein).
99.2
Mortgage
Loan Purchase Agreement, dated as of November 1, 2016, between CCRE Commercial
Mortgage Securities, L.P. and Société Générale (filed as Exhibit 99.2 to the
registrant’s Current Report on Form 8-K filed on November 23, 2016 under
Commission File No. 333-207567-03 and incorporated by reference herein).
99.3
Primary
Servicing Agreement, dated as of November 1, 2016, between Wells Fargo Bank,
National Association and Berkeley Point Capital LLC (filed as Exhibit 99.3 to
the registrant’s Current Report on Form 8-K filed on November 23, 2016 under
Commission File No. 333-207567-03 and incorporated by reference herein).
99.4
Primary Servicing Agreement, dated as of May 1, 2016, between Wells Fargo Bank,
National Association and Berkeley Point Capital LLC (filed as Exhibit 99.4 to
the registrant’s Current Report on Form 8-K filed on November 23, 2016 under
Commission File No. 333-207567-03 and incorporated by reference herein).
(b) The exhibits required to be filed by the
Registrant pursuant to Item 601 of Regulation S-K are listed above and in the
Exhibit Index that immediately follows the signature page hereof.
(c) Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CCRE Commercial Mortgage Securities,
L.P.
(Depositor)
James
Buccola, Chief Executive Officer
(senior officer in charge of
securitization of the depositor)
Date: October 12, 2018