**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

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

**For the fiscal year ended December 31, 2021or**

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

**For the transition period from _____ to_____** 

 

 

**Commission file number of issuing entity:333-207132-10**

 

**Central Index Key Number of the issuingentity:0001693368**

 

**CD 2017-CD3 Mortgage Trust**

**(exact name of issuing entity as specified in itscharter)**

 

**Central Index Key Number of the depositor:0001258361**

 

**Citigroup Commercial Mortgage Securities Inc.**

**(exact name of the depositor as specified in itscharter)**

 

**Central Index Key Number of the sponsor:0001541001**

 

**Citigroup Global Markets Realty Corp.**

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

 

**Central Index Key Number of the sponsor:0001541294**

 

**German American Capital Corporation**

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

 

 

| **New York  (State or other jurisdiction of incorporation or organization)** | **38‐4021846**

**38‐4021847**

**38‐7170532**

**(I.R.S. Employer Identification Numbers)** |
|------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------|

 

 ** **

**c/o Computershare Trust Company, N.A., as agent for**

**Wells Fargo Bank, N.A.**

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

 

Securities registered pursuant to Section 12(b) of the Act:

 

|   Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---------------------------------|-------------------|-------------------------------------------|
| None                            |              |                                      |

 

Securities registered pursuant to Section 12(g) of the Act:

 

  NONE.

 

Indicate by check mark if the registrant is a well-known seasonedissuer, as defined in Rule 405 of the Securities Act.

 

  Yes ___ No X

 

Indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or Section 15(d) of the Act.

 

  Yes ___ No X

 

Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

 

  Yes X No ___

 

Indicate by check mark whether the registrant has submittedelectronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitsuch files). 

 

  Not applicable.

 

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

 

Large accelerated filer ___Accelerated filer ___Non-accelerated filer XSmaller reporting company ___

 

Emerging growthcompany ___

 

If an emerginggrowth company, indicate by check mark if the registrant has elected not to usethe extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the ExchangeAct.  ___

 

Indicate by check mark whether the registrant has filed a reporton and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report. ___

 

Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).

 

  Yes ___ No X

 

State the aggregate market value of the voting and non-votingcommon equity held by non-affiliates computed by reference to the price at whichthe common equity was last sold, or the average bid and asked price of suchcommon equity, as of the last business day of the registrant's most recentlycompleted second fiscal quarter.

 

  Not applicable.

 

Indicate by check mark whether the registrant has filed alldocuments and reports required to be filed by Section 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securitiesunder a plan confirmed by a court.

 

  Not applicable.

 

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

 

  Not applicable.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

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

 

  Notapplicable.

 

| **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. |
| **Item 9C.**        | **Disclosure regarding  Foreign Jurisdictions that Prevent Inspections.** |
|                     | Not applicable. |
|                     |   |   |

 

| **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 REGULATIONAB**

 

**Item1112(b) of Regulation AB, Significant Obligor Financial Information.**

 

Withrespect to the pool assets for CD 2017-CD3 Mortgage Trust, there are nosignificant obligors within the meaning of Item 1101(k) of Regulation AB.

 

**Item1114(b)(2) of Regulation AB, Significant Enhancement Provider FinancialInformation.**

 

Noentity or group of affiliated entities provides any external creditenhancement, uses any derivative instruments or other support for thecertificates within this transaction.

 

**Item1115(b) of Regulation AB, Certain Derivatives Instruments (FinancialInformation).**

 

Noentity or group of affiliated entities provides any external creditenhancement, uses any derivative instruments or other support for thecertificates within this transaction.

 

**Item1117 of Regulation AB, Legal Proceedings.**

 

Disclosure from Wells Fargo Bank, National Association, ascertificate administrator:

 

In December 2014, Phoenix Light SF Limited and certain relatedentities and the National Credit Union Administration (NCUA) filed complaintsin the United States District Court for the Southern District of New Yorkagainst Wells Fargo Bank, N.A. (“Wells Fargo Bank”), alleging claims againstWells Fargo Bank in its capacity as trustee for a number of residentialmortgage-backed securities trusts. Complaints raising similar allegations havebeen filed by Commerzbank AG in the Southern District of New York and by IKBInternational and IKB Deutsche Industriebank in New York state court. In eachcase, the plaintiffs allege that Wells Fargo Bank, as trustee, caused losses toinvestors, and plaintiffs assert causes of action based upon, among otherthings, the trustee’s alleged failure to notify and enforce repurchaseobligations of mortgage loan sellers for purported breaches of representationsand warranties, notify investors of alleged events of default, and abide byappropriate standards of care following alleged events of default. Wells FargoBank previously settled two class action lawsuits with similar allegations thatwere filed in November 2014 and December 2016 by institutional investors in theSouthern District of New York and New York state court, respectively. Inaddition, Park Royal I LLC and Park Royal II LLC have filed complaints in NewYork state court alleging Wells Fargo Bank, N.A., as trustee, failed to takeappropriate actions upon learning of defective mortgage loan documentation. InMarch 2021, the Company entered into an agreement to resolve the case filed bythe NCUA.

 

In addition to the foregoing cases, in August 2014 and August 2015Nomura Credit & Capital Inc. (“Nomura”) and Natixis Real Estate Holdings,LLC (“Natixis”) filed a total of seven third-party complaints against WellsFargo Bank in New York state court. In the underlying first-party actions,Nomura and Natixis have been sued for alleged breaches of representations andwarranties made in connection with residential mortgage-backed securitiessponsored by them. In the third-party actions, Nomura and Natixis allege thatWells Fargo Bank, as master servicer, primary servicer or securitiesadministrator, failed to notify Nomura and Natixis of their own breaches,failed to properly oversee the primary servicers, and failed to adhere toaccepted servicing practices. Natixis additionally alleges that Wells FargoBank failed to perform default oversight duties. Wells Fargo Bank has assertedcounterclaims alleging that Nomura and Natixis failed to provide Wells FargoBank notice of their representation and warranty breaches.

 

With respect to each of the foregoing litigations, Wells FargoBank believes plaintiffs' claims are without merit and intends to contest theclaims vigorously, but there can be no assurances as to the outcome of thelitigations or the possible impact of the litigations on Wells Fargo Bank orthe related RMBS trusts.

** **

**Item1119 of Regulation AB, Affiliations and Certain Relationships and RelatedTransactions.**

 

Providedpreviously in the prospectus of the Registrant relating to the issuing entityand filed on February 14, 2017 pursuant to Rule 424(b)(2) of the Securities Actof 1933, as amended.

 

**Item1122 of Regulation AB, Compliance with Applicable Servicing Criteria.**

 

The reports on assessment of compliance with theservicing criteria for asset-backed securities and the related attestationreports on such assessments of compliance are attached hereto under Item 15.

 

The report on assessment of compliance withapplicable servicing criteria furnished pursuant to Item 1122 of Regulation ABby AEGON USA Realty Advisors, LLC (“Aegon” or the “Company”), as specialservicer for the 85 Tenth Avenue mortgage loan under the DBWF 2016-85T TSA,discloses that a material instance of noncompliance occurred, as describedbelow:

 

The Company has identifiedan instance of material noncompliance with the following servicing criterionduring the Reporting Period of the Platform:

 

*1122(d)(3)(i): Reports to investors,including those to be filed with the Commission, are maintained in accordancewith the transaction agreements and applicable Commission requirements.Specifically, such reports (A) are prepared in accordance with timeframes andother terms set forth in the transaction agreements.*

 

For the only activespecial serviced deal during the reporting period subject to Item1122(d)(3)(i)(A), the report to the investors was not prepared in accordancewith the timeframes and other terms set forth in the transaction agreements forthe period of January 1, 2021 to January, 21, 2021.

 

The identified instance of material noncompliancedid not involve the servicing of the assets backing the asset-backed securitiescovered in this Form 10-K.  Aegon provided the following additional information regarding suchmaterial instance of noncompliance:

 

“Theexamination performed by PWC, enclosed in this submission, identified aninstance of material noncompliance with the servicing criteria set forth inItem 1122(d)(3)(i)(A) of Regulation AB applicable to the Company during yearended December 31, 2021. More specifically, for the only active specialserviced deal subject to Item 1122(d)(3)(i)(A), the report to the investors wasnot prepared in accordance with the timeframes and other terms set forth in thetransaction agreements for the period of January 1, 2021 to January 21, 2021.UBSCM 2017-C4 is the specific deal related to the aforementioned finding. Noother deals within Aegon’s CMBS special servicing portfolio were related to orimpacted by this instance of non-compliance.

Managementacknowledges the timeframe for reporting for this active special serviced dealwas missed by two days. Despite the timing discrepancy, there was no impact onany investor reporting, issuing, or servicing. No additional testing wasavailable for this particular criteria due to the downsizing of the CMBSportfolio given Aegon’s pending exit from the business line.”

 

**Item1123 of Regulation AB, Servicer Compliance Statement.**

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

**Item15. Exhibits, Financial Statement Schedules.**

 

(a)List the following documents filed as part of the report:

 

(1) Not Applicable

 

(2) Not Applicable

 

(3)Exhibits listed below are either included or incorporated by reference asindicated below:

 

(4.1) Pooling and Servicing Agreement, dated as of February 1,2017, by and among Citigroup Commercial Mortgage Securities Inc., as depositor,Midland Loan Services, a Division of PNC Bank, National Association, as masterservicer, Midland Loan Services, a Division of PNC Bank, National Association,as special servicer, Park Bridge Lender Services LLC, as operating advisor andasset representations reviewer, and Wells Fargo Bank, National Association, ascertificate administrator and trustee (filed as Exhibit 4.1 to the registrant'sCurrent Report on Form 8-K/A dated February 28, 2017, and filed by theregistrant on March 26, 2017 under Commission File No. 333-207132-10, and isincorporated by reference herein).

 

(4.2) Pooling and Servicing Agreement, dated as of December1, 2016 ("CD 2016-CD2 PSA"), by and among Deutsche Mortgage &Asset Receiving Corporation, as depositor, Wells Fargo Bank, NationalAssociation, as master servicer, KeyBank National Association, as specialservicer, Park Bridge Lender Services LLC, as operating advisor and assetrepresentations reviewer, Wells Fargo Bank, National Association, ascertificate administrator, paying agent and custodian, and Wilmington Trust,National Association, as trustee (filed as Exhibit 4.2 to the registrant'sCurrent Report on Form 8-K dated February 14, 2017, and filed by the registranton February 14, 2017 under Commission File No. 333-207132-10, and isincorporated by reference herein).1

 

(4.3) Pooling and Servicing Agreement, dated as of December6, 2016 ("DBWF 2016-85T TSA"), by and among Deutsche Mortgage &Asset Receiving Corporation, as depositor, Wells Fargo Bank, NationalAssociation, as master servicer, AEGON USA Realty Advisors, LLC, as specialservicer, Deutsche Bank Trust Company Americas, as certificate administrator,paying agent and custodian, and Wilmington Trust, National Association, astrustee (filed as Exhibit 4.3 to the registrant's Current Report on Form 8-Kdated February 14, 2017, and filed by the registrant on February 14, 2017 underCommission File No. 333-207132-10, and is incorporated by reference herein).2

 

(4.4) Pooling and Servicing Agreement, dated as of October 1,2015 ("COMM 2015-CCRE26 PSA"), by and among Deutsche Mortgage &Asset Receiving Corporation, as depositor, Wells Fargo Bank, NationalAssociation, as master servicer, CWCapital AssetManagement LLC, as special servicer, Park Bridge Lender Services LLC, asoperating advisor, Wells Fargo Bank, National Association, as certificateadministrator, paying agent and custodian, and Wilmington Trust, NationalAssociation, as trustee (filed as Exhibit 4.4 to the registrant's CurrentReport on Form 8-K dated February 14, 2017, and filed by the registrant onFebruary 14, 2017 under Commission File No. 333-207132-10, and is incorporatedby reference herein).3

 

(4.5) Trust and Servicing Agreement,dated as of November 28, 2016 ("Hilton USA Trust 2016-HHV TSA"), byand among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor,Wells Fargo Bank, National Association, as servicer, CWCapital AssetManagement LLC (as successor to AEGON USA Realty Advisors, LLC), as specialservicer, Wells Fargo Bank, National Association, as certificate administrator,and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.5 tothe registrant's Current Report on Form 8-K dated February 14, 2017, and filedby the registrant on February 14, 2017 under Commission File No. 333-207132-10,and is incorporated by reference herein).4

 

(4.6) Pooling and Servicing Agreement, dated as of December1, 2016 2015 ("MSC 2016-UBS12 PSA"), by and among Morgan StanleyCapital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank,National Association, as master servicer, Rialto Capital Advisors, LLC, asspecial servicer, Park Bridge Lender Services LLC, as operating advisor and assetrepresentations reviewer, Wells Fargo Bank, National Association, ascertificate administrator and trustee (filed as Exhibit 4.6 to the registrant'sCurrent Report on Form 8-K dated February 14, 2017, and filed by the registranton February 14, 2017 under Commission File No. 333-207132-10, and isincorporated by reference herein).5

 

(4.7) Pooling and Servicing Agreement, dated as of December1, 2016 ("WFCM 2016-LC25 PSA"), by and among Wells Fargo CommercialMortgage Securities, Inc., as depositor, Wells Fargo Bank, NationalAssociation, as general master servicer, LNR Partners, LLC (as successorto CWCapital Asset Management LLC), asgeneral special servicer, National Cooperative Bank, N.A., as NCB masterservicer and as NCB special servicer, Pentalpha Surveillance LLC, as operatingadvisor and asset representations reviewer, Wells Fargo Bank, NationalAssociation, as certificate administrator, and Wilmington Trust, NationalAssociation, as trustee (filed as Exhibit 4.7 to the registrant's CurrentReport on Form 8-K dated February 14, 2017, and filed by the registrant onFebruary 14, 2017 under Commission File No. 333-207132-10, and is incorporatedby reference herein).6

 

1 The229 West 43rd Street Retail Condo mortgage loan, which representedapproximately 7.5% of the initial pool balance of the issuing entity, is partof a loan combination comprised of the subject mortgage loan included in theissuing entity and one or more companion loans that are held outside theissuing entity. The 8 Times Square & 1460 Broadway mortgage loan, whichrepresented approximately 1.9% of the initial pool balance of the issuingentity, is part of a loan combination comprised of the subject mortgage loanincluded in the issuing entity and one or more companion loans that are heldoutside the issuing entity. The 229 West 43rd Street Retail Condo mortgage loanand 8 Times Square & 1460 Broadway mortgage loan are serviced pursuant tothe CD 2016-CD2 PSA.

 

2 The85 Tenth Avenue mortgage loan, which represented approximately 5.6% of theinitial pool balance of the issuing entity, is part of a loan combinationcomprised of the subject mortgage loan included in the issuing entity and oneor more companion loans that are held outside the issuing entity. The 85 TenthAvenue mortgage loan is serviced pursuant to the DBWF2016-85T TSA. Effective as of June 17, 2021, AEGON USA RealtyAdvisors, LLC has assigned and delegated its rights and obligations as specialservicer under the DBWF 2016-85T TSA to Situs Holdings, LLC, and Situs Holdings, LLC has assumed responsibilities,duties and liabilities of the special servicer under the DBWF 2016-85T TSA thatarise on and after June 17, 2021, as disclosed in the Current Report on Form8-K dated June 17, 2021 and filed under Commission File No. 333-207132-10.

 

3 ThePrudential Plaza mortgage loan, which represented approximately 5.3% of theinitial pool balance of the issuing entity, is part of a loan combinationcomprised of the subject mortgage loan included in the issuing entity and oneor more companion loans that are held outside the issuing entity. ThePrudential Plaza mortgage loan is serviced pursuant to the COMM 2015-CCRE26PSA.

 

4 TheHilton Hawaiian Village Waikiki Beach Resort mortgage loan, which representedapproximately 4.5% of the initial pool balance of the issuing entity, is partof a loan combination comprised of the subject mortgage loan included in theissuing entity and one or more companion loans that are held outside theissuing entity. The Hilton Hawaiian Village Waikiki Beach Resort loan isserviced pursuant to the Hilton USA Trust 2016-HHV TSA.

 

5 The681 Fifth Avenue mortgage loan, which represented approximately 2.1% of theinitial pool balance of the issuing entity, is part of a loan combinationcomprised of the subject mortgage loan included in the issuing entity and oneor more companion loans that are held outside the issuing entity. The 681 FifthAvenue mortgage loan is serviced pursuant to the MSC 2016-UBS12 PSA.

 

6 TheMarriott Hilton Head Resort & Spa mortgage loan, which representedapproximately 1.1% of the initial pool balance of the issuing entity, is partof a loan combination comprised of the subject mortgage loan included in theissuing entity and one or more companion loans that are held outside theissuing entity. The Marriott Hilton Head Resort & Spa mortgage loan isserviced pursuant to the WFCM 2016-LC25 PSA.  

 

99.1 Mortgage Loan Purchase Agreement, dated as of February1, 2017, between Citigroup Global Markets Realty Corp. and Citigroup CommercialMortgage Securities Inc., pursuant to which Citigroup Global Markets RealtyCorp. sold certain mortgage loans to Citigroup Commercial Mortgage SecuritiesInc. (filed as Exhibit 99.1 to the registrant's Current Report on Form 8-Kdated February 14, 2017, and filed by the registrant on February 14, 2017 underCommission File No. 333-207132-10, and is incorporated by reference herein).

 

99.2 Mortgage Loan Purchase Agreement, dated as of February 1,2017, between German American Capital Corporation and Citigroup CommercialMortgage Securities Inc., pursuant to which German American Capital Corporationsold certain mortgage loans to Citigroup Commercial Mortgage Securities Inc.(filed as Exhibit 99.2 to the registrant's Current Report on Form 8-K datedFebruary 14, 2017, and filed by the registrant on February 14, 2017 underCommission File No. 333-207132-10, and is incorporated by reference herein).

 

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

 

33 Reports on assessment of compliance with servicing criteria for asset-backedsecurities. 7

 

33.1  Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer

 

33.2  Midland Loan Services, aDivision of PNC Bank, National Association, as special servicer (see Exhibit33.1)

 

33.3  Park Bridge Lender ServicesLLC, as operating advisor

 

33.4  Wells Fargo Bank, NationalAssociation, as trustee and certificate administrator

 

33.5  Computershare TrustCompany, National Association, as servicing function participant of Wells FargoBank, National Association, as trustee and certificate administrator

 

33.6  Wells Fargo Bank, NationalAssociation, as custodian

 

33.7  Computershare TrustCompany, National Association, as servicing function participant of Wells FargoBank, National Association, as custodian

 

33.8  Wells Fargo Bank, NationalAssociation, as master servicer under the CD 2016-CD2 PSA, pursuant to whichthe 229 West 43rd Street Retail Condo mortgage loan and the 8 Times Square& 1460 Broadway mortgage loan are serviced.

 

33.9  KeyBank NationalAssociation, as special servicer for the 229 West 43rd Street Retail Condomortgage loan and the 8 Times Square & 1460 Broadway mortgage loan underthe CD 2016-CD2 PSA.

 

33.10  Park Bridge LenderServices LLC, as operating advisor for the 229 West 43rd Street Retail Condomortgage loan and the 8 Times Square & 1460 Broadway mortgage loan underthe CD 2016-CD2 PSA. (see Exhibit 33.3)

 

33.11  Wilmington Trust,National Association, as trustee under the CD 2016-CD2 PSA, pursuant to which the229 West 43rd Street Retail Condo mortgage loan and the 8 Times Square &1460 Broadway mortgage loan are serviced.

 

33.12  Wells Fargo Bank, NationalAssociation, as custodian for the 229 West 43rd Street Retail Condo mortgageloan and the 8 Times Square & 1460 Broadway mortgage loan under the CD2016-CD2 PSA. (see Exhibit 33.6)

 

33.13  Computershare TrustCompany, National Association, as servicing function participant of Wells FargoBank, National Association, as custodian for the 229 West 43rd Street RetailCondo mortgage loan and the 8 Times Square & 1460 Broadway mortgage loanunder the CD 2016-CD2 PSA. (see Exhibit 33.7)

 

33.14  CoreLogic Solutions, LLC,as servicing function participant for the 229 West 43rd Street Retail Condomortgage loan and the 8 Times Square & 1460 Broadway mortgage loan underthe CD 2016-CD2 PSA.

 

33.15  Wells Fargo Bank, NationalAssociation, as servicer for the 85 Tenth Avenue mortgage loan under the DBWF2016-85T TSA. (see Exhibit 33.8)

 

33.16  Aegon USA RealtyAdvisors, LLC, as special servicer for the 85 Tenth Avenue mortgage loan underthe DBWF 2016-85T TSA.

 

33.17  Situs Holdings, LLC, asspecial servicer for the 85 Tenth Avenue mortgage loan under the DBWF 2016-85TTSA.

 

33.18  Deutsche Bank TrustCompany Americas, as custodian for the 85 Tenth Avenue mortgage loan under theDBWF 2016-85T TSA.

 

33.19  CoreLogic Solutions, LLC,as servicing function participant for the 85 Tenth Avenue mortgage loan underthe DBWF 2016-85T TSA. (see Exhibit 33.14)

 

33.20  Wells Fargo Bank, NationalAssociation, as master servicer under the COMM 2015-CCRE26 PSA, pursuantto which the Prudential Plaza mortgage loan is serviced. (see Exhibit 33.8)

 

33.21  CWCapital AssetManagement LLC, as special servicer for the Prudential Plaza mortgage loanunder the COMM 2015-CCRE26 PSA.

 

33.22  Wilmington Trust, NationalAssociation, as trustee under the COMM 2015-CCRE26 PSA, pursuant to which thePrudential Plaza mortgage loan is serviced. (see Exhibit 33.11)

 

33.23  Wells Fargo Bank, NationalAssociation, as custodian for the Prudential Plaza mortgage loan under the COMM2015-CCRE26 PSA. (see Exhibit 33.6)

 

33.24  Computershare TrustCompany, National Association, as servicing function participant of Wells FargoBank, National Association, as custodian for the Prudential Plaza mortgage loanunder the COMM 2015-CCRE26 PSA. (see Exhibit 33.7)

 

33.25  Park Bridge LenderServices LLC, as operating advisor for the Prudential Plaza mortgage loan underthe COMM 2015-CCRE26 PSA. (see Exhibit 33.3)

 

33.26 CoreLogic Solutions, LLC, asservicing function participant for the Prudential Plaza mortgage loan under theCOMM 2015-CCRE26. (see Exhibit 33.14)

 

33.27  Wells Fargo Bank, NationalAssociation, as servicer for the Hilton Hawaiian Village Waikiki Beach Resortmortgage loan under the Hilton USA Trust 2016-HHV TSA. (see Exhibit 33.8)

 

33.28  CWCapital AssetManagement LLC, as special servicer for the Hilton Hawaiian VillageWaikiki Beach Resort mortgage loan under the Hilton USA Trust 2016-HHVTSA. (see Exhibit 33.21)

 

33.29  Wilmington Trust,National Association, as trustee under the Hilton USA Trust 2016-HHV TSA,pursuant to which the Hilton Hawaiian Village Waikiki Beach Resort mortgageloan is serviced (see Exhibit 33.11)

 

33.30  Wells Fargo Bank, NationalAssociation, as custodian for the Hilton Hawaiian Village Waikiki Beach Resortmortgage loan under the Hilton USA Trust 2016-HHV TSA. (see Exhibit 33.6)

 

33.31  Computershare TrustCompany, National Association, as servicing function participant of Wells FargoBank, National Association, as custodian for the Hilton Hawaiian VillageWaikiki Beach Resort mortgage loan under the Hilton USA Trust 2016-HHV TSA.(see Exhibit 33.7)

 

33.32  CoreLogic Solutions, LLC,as servicing function participant for the Hilton Hawaiian Village Waikiki BeachResort mortgage loan under the Hilton USA Trust 2016-HHV TSA. (see Exhibit33.14)

 

33.33  Midland Loan Services, a Divisionof PNC Bank, National Association, as master servicer under the MSC 2016-UBS12PSA, pursuant to which the 681 Fifth Avenue mortgage loan is serviced. (seeExhibit 33.1)

 

33.34  Park Bridge LenderServices LLC, as operating advisor for the 681 Fifth Avenue mortgage loan underthe MSC 2016-UBS12 PSA. (see Exhibit 33.3)

 

33.35  Wells Fargo Bank, NationalAssociation, as trustee under the MSC 2016-UBS12 PSA, pursuant to which the 681Fifth Avenue mortgage loan is serviced (see exhibit 33.4)

 

33.36  Computershare TrustCompany, National Association, as servicing function participant of Wells FargoBank, National Association, as trustee under the MSC 2016-UBS12 PSA, pursuantto which the 681 Fifth Avenue mortgage loan is serviced (see exhibit 33.5)

 

33.37  Wells Fargo Bank, NationalAssociation, as custodian for the 681 Fifth Avenue mortgage loan under theMSC 2016-UBS12 PSA. (see Exhibit 33.6)

 

33.38  Computershare TrustCompany, National Association, as servicing function participant of Wells FargoBank, National Association, as custodian for the 681 Fifth Avenue mortgage loanunder the MSC 2016-UBS12 PSA (see exhibit 33.7)

 

33.39  Wells Fargo Bank, NationalAssociation, as general master servicer under the WFCM 2016-LC25 PSA, pursuantto which the Marriott Hilton Head Resort & Spa mortgage loan is serviced.(see Exhibit 33.8)

 

33.40  Wilmington Trust,National Association, as trustee under the WFCM 2016-LC25 PSA, pursuant towhich the Marriott Hilton Head Resort & Spa mortgage loan is serviced. (seeExhibit 33.11)

 

33.41  Wells Fargo Bank, NationalAssociation, as custodian for the Marriott Hilton Head Resort & Spamortgage loan under the WFCM 2016-LC25 PSA (see Exhibit 33.6)

 

33.42  Computershare TrustCompany, National Association, as servicing function participant of Wells FargoBank, National Association, as custodian for the Marriott Hilton Head Resort& Spa mortgage loan under the WFCM 2016-LC25 PSA (see Exhibit 33.7)

 

33.43  CoreLogic Solutions,LLC, as servicing function participant for the Marriott Hilton Head Resort& Spa mortgage loan under the WFCM 2016-LC25 PSA. (see Exhibit 33.14)

 

7 Pursuantto Instruction 3 to Item 1122 of Regulation AB, the reports on assessment ofcompliance with servicing criteria and attestation reports on assessment ofcompliance with servicing criteria of (i) Rialto Capital Advisors, LLC, asspecial servicer for the 681 Fifth Avenue mortgage loan under the MSC 2016-UBS12PSA, (ii) LNR Partners, LLC as special servicer for the Marriott Hilton HeadResort & Spa mortgage loan under the WFCM 2016-LC25 PSA and (iii) PentalphaSurveillance LLC, as operating advisor for the Marriott Hilton Head Resort& Spa mortgage loan under the WFCM 2016-LC25 PSA, are not included in thisreport on Form 10-K because each of Rialto Capital Advisors, LLC, LNR Partners,LLC and Pentalpha Surveillance LLC performed activities that address theservicing criteria specified in Item 1122(d) of Regulation AB with respect toless than 5% of the pool assets of the issuing entity. This annual report onForm 10-K does not include the reports on assessment of compliance withservicing criteria and attestation reports on assessment of compliance withservicing criteria of (i) Wells Fargo Bank, National Association as certificateadministrator under the CD 2016-CD2 PSA, the COMM 2015-CCRE26 PSA, the HiltonUSA Trust 2016-HHV TSA, the MSC 2016-UBS12 PSA and the WFCM 2016-LC25 PSA and(ii) Deutsche Bank Trust Company Americas, as certificate administrator underthe DBWF 2016-85T TSA, because the certificate administrator under each suchpooling and servicing agreement or trust and servicing agreement does notperform any activities that address the servicing criteria specified in Item1122(d) of Regulation AB with respect to the issuing entity. This annualreport on Form 10-K does not include the report on assessment of compliancewith servicing criteria and attestation report on assessment of compliance withservicing criteria of Wilmington Trust, National Association, as trustee underthe DBWF 2016-85T TSA, because there was no relevant servicing criteriaapplicable to Wilmington Trust, National Association as trustee under the DBWF2016-85T TSA during the year ended December 31, 2021 and, pursuant to the termsof the DBWF 2016-85T TSA, the trustee is not required to provide assessment ofcompliance with applicable servicing criteria and attestation report onassessment of compliance with servicing criteria with respect to any periodduring which there was no applicable servicing criteria applicable to it.

 

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

 

34.1  Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer

  

34.2  Midland Loan Services, aDivision of PNC Bank, National Association, as special servicer (see Exhibit34.1)

 

34.3  Park Bridge Lender ServicesLLC, as operating advisor

 

34.4  Wells Fargo Bank, NationalAssociation, as trustee and certificate administrator

 

34.5  Computershare TrustCompany, National Association, as servicing function participant of Wells FargoBank, National Association, as trustee and certificate administrator

 

34.6  Wells Fargo Bank, NationalAssociation, as custodian

 

34.7  Computershare TrustCompany, National Association, as servicing function participant of Wells FargoBank, National Association, as custodian

 

34.8  Wells Fargo Bank, National Association,as master servicer under the CD 2016-CD2 PSA, pursuant to which the 229 West43rd Street Retail Condo mortgage loan and the 8 Times Square & 1460Broadway mortgage loan are serviced.

 

34.9  KeyBank National Association,as special servicer for the 229 West 43rd Street Retail Condo mortgage loan andthe 8 Times Square & 1460 Broadway mortgage loan under the CD 2016-CD2 PSA.

 

34.10  Park Bridge LenderServices LLC, as operating advisor for the 229 West 43rd Street Retail Condomortgage loan and the 8 Times Square & 1460 Broadway mortgage loan underthe CD 2016-CD2 PSA. (see Exhibit 34.3)

 

34.11  Wilmington Trust, NationalAssociation, as trustee under the CD 2016-CD2 PSA, pursuant to which the 229West 43rd Street Retail Condo mortgage loan and the 8 Times Square & 1460Broadway mortgage loan are serviced.

 

34.12  Wells Fargo Bank, NationalAssociation, as custodian for the 229 West 43rd Street Retail Condo mortgageloan and the 8 Times Square & 1460 Broadway mortgage loan under the CD2016-CD2 PSA. (see Exhibit 34.6)

 

34.13  Computershare Trust Company,National Association, as servicing function participant of Wells Fargo Bank,National Association, as custodian for the 229 West 43rd Street Retail Condomortgage loan and the 8 Times Square & 1460 Broadway mortgage loan underthe CD 2016-CD2 PSA. (see Exhibit 34.7)

 

34.14  CoreLogic Solutions, LLC,as servicing function participant for the 229 West 43rd Street Retail Condomortgage loan and the 8 Times Square & 1460 Broadway mortgage loan underthe CD 2016-CD2 PSA.

 

34.15 Wells Fargo Bank, NationalAssociation, as servicer for the 85 Tenth Avenue mortgage loan under the DBWF2016-85T TSA. (see Exhibit 34.8)

 

34.16  Aegon USA RealtyAdvisors, LLC, as special servicer for the 85 Tenth Avenue mortgage loan underthe DBWF 2016-85T TSA.

 

34.17  Situs Holdings, LLC, asspecial servicer for the 85 Tenth Avenue mortgage loan under the DBWF 2016-85TTSA.

 

34.18  Deutsche Bank TrustCompany Americas, as custodian for the 85 Tenth Avenue mortgage loan under theDBWF 2016-85T TSA.

 

34.19  CoreLogic Solutions, LLC,as servicing function participant for the 85 Tenth Avenue mortgage loan underthe DBWF 2016-85T TSA. (see Exhibit 34.14)

 

34.20  Wells Fargo Bank, NationalAssociation, as master servicer under the COMM 2015-CCRE26 PSA, pursuant towhich the Prudential Plaza mortgage loan is serviced. (see Exhibit 34.8)

 

34.21  CWCapital AssetManagement LLC, as special servicer for the Prudential Plaza mortgage loanunder the COMM 2015-CCRE26 PSA.

 

34.22  Wilmington Trust,National Association, as trustee under the COMM 2015-CCRE26 PSA, pursuant towhich the Prudential Plaza mortgage loan is serviced. (see Exhibit 34.11)

 

34.23  Wells Fargo Bank, NationalAssociation, as custodian for the Prudential Plaza mortgage loan under the COMM2015-CCRE26 PSA. (see Exhibit 34.6)

 

34.24  Computershare TrustCompany, National Association, as servicing function participant of Wells FargoBank, National Association, as custodian for the Prudential Plaza mortgage loanunder the COMM 2015-CCRE26 PSA. (see Exhibit 34.7)

 

34.25  Park Bridge LenderServices LLC, as operating advisor for the Prudential Plaza mortgage loan underthe COMM 2015-CCRE26 PSA. (see Exhibit 34.3)

 

34.26  CoreLogic Solutions, LLC,as servicing function participant for the Prudential Plaza mortgage loan under theCOMM 2015-CCRE26. (see Exhibit 34.14)

 

34.27  Wells Fargo Bank, NationalAssociation, as servicer for the Hilton Hawaiian Village Waikiki Beach Resortmortgage loan under the Hilton USA Trust 2016-HHV TSA. (see Exhibit 34.8)

 

34.28  CWCapital AssetManagement LLC, as special servicer for the Hilton Hawaiian Village WaikikiBeach Resort mortgage loan under the Hilton USA Trust 2016-HHV TSA. (seeExhibit 34.21)

 

34.29  Wilmington Trust,National Association, as trustee under the Hilton USA Trust 2016-HHV TSA,pursuant to which the Hilton Hawaiian Village Waikiki Beach Resort mortgageloan is serviced (see Exhibit 34.11)

 

34.30  Wells Fargo Bank, NationalAssociation, as custodian for the Hilton Hawaiian Village Waikiki Beach Resortmortgage loan under the Hilton USA Trust 2016-HHV TSA. (see Exhibit 34.6)

 

34.31  Computershare TrustCompany, National Association, as servicing function participant of Wells FargoBank, National Association, as custodian for the Hilton Hawaiian VillageWaikiki Beach Resort mortgage loan under the Hilton USA Trust 2016-HHV TSA.(see Exhibit 34.7)

 

34.32  CoreLogic Solutions, LLC,as servicing function participant for the Hilton Hawaiian Village Waikiki BeachResort mortgage loan under the Hilton USA Trust 2016-HHV TSA. (see Exhibit34.14)

 

34.33  Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under the MSC2016-UBS12 PSA, pursuant to which the 681 Fifth Avenue mortgage loan isserviced. (see Exhibit 34.1)

 

34.34  Park Bridge LenderServices LLC, as operating advisor for the 681 Fifth Avenue mortgage loan underthe MSC 2016-UBS12 PSA. (see Exhibit 34.3)

 

34.35  Wells Fargo Bank, NationalAssociation, as trustee under the MSC 2016-UBS12 PSA, pursuant to which the 681Fifth Avenue mortgage loan is serviced (see exhibit 34.4)

 

34.36  Computershare TrustCompany, National Association, as servicing function participant of Wells FargoBank, National Association, as trustee under the MSC 2016-UBS12 PSA, pursuantto which the 681 Fifth Avenue mortgage loan is serviced (see exhibit 34.5)

 

34.37  Wells Fargo Bank, NationalAssociation, as custodian for the 681 Fifth Avenue mortgage loan under the MSC2016-UBS12 PSA. (see Exhibit 34.6)

 

34.38  Computershare TrustCompany, National Association, as servicing function participant of Wells FargoBank, National Association, as custodian for the 681 Fifth Avenue mortgage loanunder the MSC 2016-UBS12 PSA (see exhibit 34.7)

 

34.39  Wells Fargo Bank, NationalAssociation, as general master servicer under the WFCM 2016-LC25 PSA, pursuantto which the Marriott Hilton Head Resort & Spa mortgage loan is serviced.(see Exhibit 34.8)

 

34.40  Wilmington Trust,National Association, as trustee under the WFCM 2016-LC25 PSA, pursuant to whichthe Marriott Hilton Head Resort & Spa mortgage loan is serviced. (seeExhibit 34.11)

 

34.41  Wells Fargo Bank, NationalAssociation, as custodian for the Marriott Hilton Head Resort & Spamortgage loan under the WFCM 2016-LC25 PSA. (see Exhibit 34.6)

 

34.42  Computershare TrustCompany, National Association, as servicing function participant of Wells FargoBank, National Association, as custodian for the Marriott Hilton Head Resort &Spa mortgage loan under the WFCM 2016-LC25 PSA (see Exhibit 34.7)

 

34.43  CoreLogic Solutions, LLC,as servicing function participant for the Marriott Hilton Head Resort & Spamortgage loan under the WFCM 2016-LC25 PSA. (see Exhibit 33.14)

 

35 Servicer compliance statement.8

 

35.1  Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer

 

35.2  Midland Loan Services, a Divisionof PNC Bank, National Association, as special servicer (see Exhibit 35.1)

 

35.3a  Wells Fargo Bank,National Association, as certificate administrator

 

35.3b  Computershare TrustCompany, National Association, as servicing function participant of Wells FargoBank, National Association, as certificate administrator

 

35.4  Wells Fargo Bank, NationalAssociation, as master servicer under the CD 2016-CD2 PSA, pursuant to whichthe 229 West 43rd Street Retail Condo mortgage loan and the 8 Times Square& 1460 Broadway mortgage loan are serviced.

 

35.5  Wells Fargo Bank, NationalAssociation, as servicer for the 85 Tenth Avenue mortgage loan under the DBWF2016-85T TSA. (see Exhibit 35.4)

 

35.6  Wells Fargo Bank, NationalAssociation, as master servicer under the COMM 2015-CCRE26 PSA, pursuant to whichthe Prudential Plaza mortgage loan is serviced. (see Exhibit 35.4)

 

35.7  Wells Fargo Bank, NationalAssociation, as servicer for the Hilton Hawaiian Village Waikiki Beach Resortmortgage loan under the Hilton USA Trust 2016-HHV TSA. (see Exhibit 35.4)

 

35.8  Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under the MSC2016-UBS12 PSA, pursuant to which the 681 Fifth Avenue mortgage loan is serviced.(see Exhibit 35.1)

 

35.9 Wells Fargo Bank, NationalAssociation, as general master servicer under the WFCM 2016-LC25 PSA, pursuantto which the Marriott Hilton Head Resort & Spa mortgage loan is serviced.(see Exhibit 35.4)

 

8  Thisreport on Form 10-K does not include the servicer compliance statements of (i)KeyBank National Association, as special servicer for the 229 West 43rd StreetRetail Condo mortgage loan and 8 Times Square & 1460 Broadway mortgage loanunder the CD 2016-CD2 PSA, (ii) AEGON USA Realty Advisors, LLC, as specialservicer for the 85 Tenth Avenue mortgage loan under the DBWF 2016-85T TSA,(iii) Situs Holdings, LLC (as successor to AEGON USA Realty Advisors, LLC) asspecial servicer for the 85 Tenth Avenue mortgage loan under the DBWF 2016-85TTSA, (iv) CWCapital Asset Management LLC, as special servicer for thePrudential Plaza mortgage loan under the COMM 2015-CCRE26 PSA and as specialservicer for the Hilton Hawaiian Village Waikiki Beach Resort mortgage loanunder the Hilton USA Trust 2016-HHV TSA, (v) Rialto Capital Advisors, LLC, asspecial servicer for the 681 Fifth Avenue mortgage loan under the MSC2016-UBS12 PSA, and (vi) LNR Partners, LLC, as special servicer for theMarriott Hilton Head Resort & Spa mortgage loan under the WFCM 2016-LC25PSA), because each of KeyBank National Association, AEGON USA Realty Advisors,LLC, Situs Holdings, LLC, CWCapital Asset Management LLC, Rialto CapitalAdvisors, LLC and LNR Partners, LLC is an unaffiliated party that services lessthan 10% of the pool assets of the issuing entity, and therefore is not a“servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) ofRegulation AB.  This annual report on Form 10-K does not include the servicercompliance statements of (i) Wells Fargo Bank, National Association ascertificate administrator under the CD 2016-CD2 PSA, the COMM 2015-CCRE26 PSA,the Hilton USA Trust 2016-HHV TSA, the MSC 2016-UBS12 PSA and the WFCM2016-LC25 PSA and (ii) Deutsche Bank Trust Company Americas, as certificateadministrator under the DBWF 2016-85T TSA, because the certificateadministrator under each such pooling and servicing agreement or trust andservicing agreement is not a “servicer” that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB with respect to the issuingentity.

 

(b)The exhibits required to be filed by Registrant pursuant to Item 601ofRegulation S-K are listed above.

 

(c)Not Applicable

 

 

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

CitigroupCommercial Mortgage Securities Inc.

(Depositor)

 

/s/Richard Simpson

RichardSimpson, President 

(seniorofficer in charge of securitization of the depositor)

 

Date:March 29, 2022