**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K**

(Mark one)

**/X/ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

**    For the fiscal year endedDecember 31, 2018OR**

**//TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

**For the transition period from****            ****to****            **

 

 

 

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

 

**Central Index Key Number of the issuing entity: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 its charter)**

 

**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**                                                         | **38‐4021846**                       |
|---------------------------------------------------------------------------|--------------------------------------------|
|                                                                      | **38‐4021847**

**38‐7170532** |
| **(State or other jurisdiction of  incorporation  or organization)** | **(I.R.S. Employer Identification No.)**   |

** **

** **

**c/o 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**

 

Securitiesregistered pursuant to Section 12(b) of the Act:

 

  NONE.

 

Securitiesregistered pursuant to Section 12(g) of the Act:

 

  NONE.

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act.

 

  Yes___ No X

 

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Act.

 

  Yes___ No X

 

Indicateby check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.

 

  YesX No ___

 

Indicateby check mark whether the registrant has submitted electronically everyInteractive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit suchfiles).

 

 Notapplicable.

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (Section 229.405 of this chapter) is not contained herein, andwill not be contained, to the best of registrant's knowledge, in definitive proxyor information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form 10-K.

 

  Notapplicable.

 

Indicateby check mark whether the registrant is a large accelerated filer, an acceleratedfiler, a non-accelerated filer, a smaller reporting company, or an emerginggrowth 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.

 

 Largeaccelerated filer ___ Accelerated filer ___ Non-accelerated filer X (Do not check if a smaller reporting company)Smaller reporting company ___

 

Emerginggrowth company ___

 

Ifan emerging growth company, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) ofthe Exchange Act.

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).

 

  Yes___ No X

 

Statethe aggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as ofthe last business day of the registrant's most recently completed second fiscalquarter.

 

  Notapplicable.

 

Indicateby check mark whether the registrant has filed all documents and reportsrequired to be filed by Section 12, 13 or 15(d) of the Securities Exchange Actof 1934 subsequent to the distribution of securities under a plan confirmed bya court.

 

  Notapplicable.

 

Indicatethe number of shares outstanding of each of the registrant's classes of commonstock, as of the latest practicable date.

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

Listhereunder the following documents if incorporated by reference and the Part ofthe Form 10-K (e.g., Part I, Part II, etc.) into which the document isincorporated: (1)Any annual report to security holders; (2) Any proxy orinformation statement; and (3)Any prospectus filed pursuant to Rule 424(b) or(c) under the Securities Act of 1933. The listed documents should be clearlydescribed for identification purposes (e.g., annual report to security holdersfor 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 Operation.**                          |
|                 | 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 9A(T).** | **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.                                                                                             |
|              |                                                                                                 |   |

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

**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 the certificateswithin this transaction.

 

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

 

Disclosurefrom Wells Fargo Bank, National Association, as certificate administrator:

 

SinceJune 18, 2014, a group of institutional investors have filed civil complaints inthe Supreme Court of the State of New York, New York County, and later the U.S.District Court for the Southern District of New York against Wells Fargo Bank,N.A., (“Wells Fargo Bank”) in its capacity as trustee for certainresidential mortgage backed securities (“RMBS”) trusts. Thecomplaints against Wells Fargo Bank alleged that the trustee caused losses toinvestors and asserted causes of action based upon, among other things, thetrustee's alleged failure to: (i) notify and enforce repurchase obligations ofmortgage loan sellers for purported breaches of representations and warranties,(ii) notify investors of alleged events of default, and (iii) abide byappropriate standards of care following alleged events of default. Reliefsought included money damages in an unspecified amount, reimbursement ofexpenses, and equitable relief. Wells Fargo Bank has reached an agreement, inwhich it denies any wrongdoing, to resolve these claims on a classwide basisfor the 271 RMBS trusts currently at issue. The settlement agreement is subjectto court approval. Separate lawsuits against Wells Fargo Bank making similarallegations filed by certain other institutional investors concerning 57 RMBStrusts in New York federal and state court are not covered by the agreement.With respect to the foregoing litigations, Wells Fargo Bank believesplaintiffs' claims are without merit and intends to contest the claimsvigorously, but there can be no assurances as to the outcome of the litigationsor the possible impact of the litigations on Wells Fargo Bank or the RMBStrusts.

** **

**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.**

 

Thereports on assessment of compliance with the servicing criteria forasset-backed securities and the related attestation reports on such assessmentsof compliance are attached hereto under Item 15.

The report on assessment of compliance with applicableservicing criteria furnished pursuant to Item 1122 of Regulation AB by MidlandLoan Services, a Division of PNC Bank National Association(“Midland”) discloses that a material instance of noncomplianceoccurred, as described below:

Material Instance of Noncompliance

In certain instances, the Schedule AL Files (Item 1125of Regulation AB) were not reported in accordance with the terms specified inthe transaction agreements, in conflict with Item 1122(d)(3)(i): “Reportsto investors, including those to be filed with the Commission, are maintainedin accordance with the transaction agreements and applicable Commissionrequirements. Specifically, such reports: (A) Are prepared in accordance withtimeframes and other terms set forth in the transactionagreements”.  The noncompliance consisted of omitted or inaccuratelyreported numbers due to the following: (1) the initial setup files containedinformation at the asset level, and Midland was required to manually compilethe information to present it at the loan level as required by Schedule AL; and(2) certain reporting requirements required manual processing by Midland,including the use of various data computation formulas, quality control checksand analysis.

The identified instances did not involve the servicingof the assets backing the asset-backed securities covered in this Form 10-Kreport.

Steps Taken to Remedy the Material Instance ofNoncompliance

Midland is currently remediating the Schedule ALreporting for the CMBS transactions found to be incorrect, and will be makingimprovements to its systems, processes and procedures to support its ScheduleAL reporting obligations.

 

Thereport on assessment of compliance with applicable servicing criteria furnishedpursuant to Item 1122 of Regulation AB by CWCapital Asset Management LLC(“CWCAM”), as special servicer for the Prudential Plaza mortgageloan under the COMM 2015-CCRE26 PSA and the Marriott Hilton Head Resort &Spa mortgage loan under the WFCM 2016-LC25, discloses that a material instanceof noncompliance occurred, as described below:

MaterialInstance of Noncompliance:

CWCAM’sassessment of compliance with the Applicable Servicing Criteria set forth bythe Securities and Exchange Commission in paragraph (d) of Item 1122 ofRegulation AB as of December 31, 2018 and for the reporting period, disclosed amaterial instance of noncompliance occurred with respect to the servicingcriterion set forth in 1122(d)(2)(vii), as follows: 

•     With respect tocompliance 1122(d)(2)(vii), CWCAM’s policies and procedures were notproperly followed with respect to timely completion of bank reconciliations.

1122(d)(2)(vii):Reconciliations are prepared on a monthly basis for all asset-backed securitiesrelated bank accounts, including custodial accounts and related bank clearingaccounts. These reconciliations: (A) are mathematically accurate; (B) areprepared within 30 calendar days after the bank statement cutoff date, or suchother number of days specified in the transaction agreements; (C) are reviewedand approved by someone other than the person who prepared the reconcilingitems; and (D) contain explanations for reconciling items. These reconcilingitems are resolved within 90 calendar days of their original identification, orsuch other number of days specified in the transaction agreements.

Theinstance of material noncompliance, for the reporting period included a failureto complete the required bank reconciliations within 30 calendar days after thebank statement cutoff date.  In five of the twelve months related to thereporting period, the required reconciliations were not completed within the 30calendar days requirement as follows: 

February2018: bank reconciliations were prepared on June 22, 2018

March2018: bank reconciliations were prepared on May 1, 2018

September2018: bank reconciliations were prepared on November 6, 2018

November2018: bank reconciliations were prepared on February 19, 2019

December2018: bank reconciliations were prepared on February 6, 2019

Theidentified instances did not involve the servicing of the assets backing theasset-backed securities covered in this Form 10-K report.

StepsTaken to Remedy the Material Instance of Noncompliance

Inresponse to the lack of adherence to company policy and procedures,CWCAM’s Compliance Committee reviewed the reasons for noncompliance andadded two additional procedures to supplement its existing procedures: 

1) the accounting department has added the completionof bank account reconciliations within 30 calendar days to its monthly closingchecklist, which is reviewed and signed off by a CWCAM officer; and 

2) the Chief Financial Officer has set up a monthlyelectronic reminder requiring that the completed bank reconciliations beforwarded to the CFO for an additional layer of review.    

 

 

**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)Poolingand Servicing Agreement, dated as of February 1, 2017, by and among CitigroupCommercial Mortgage Securities Inc., as depositor, Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer, Midland LoanServices, a Division of PNC Bank, National Association, as special servicer, ParkBridge Lender Services LLC, as operating advisor and asset representationsreviewer, and Wells Fargo Bank, National Association, as certificateadministrator and trustee (filed as Exhibit 4.1 to the registrant's CurrentReport on Form 8-K/A dated February 28, 2017, and filed by the registrant onMarch 26, 2017 under Commission File No. 333-207132-10, and is incorporated byreference herein).

 

(4.2)Poolingand Servicing Agreement, dated as of December 1, 2016 ("CD 2016-CD2PSA"), by and among Deutsche Mortgage & Asset Receiving Corporation,as depositor, Wells Fargo Bank, National Association, as master servicer,KeyBank National Association, as special servicer, Park Bridge Lender ServicesLLC, as operating advisor and asset representations reviewer, Wells Fargo Bank,National Association, as certificate administrator, paying agent and custodian,and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.2 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).1

 

(4.3)Poolingand Servicing Agreement, dated as of December 6, 2016 ("DBWF 2016-85TTSA"), by and among Deutsche Mortgage & Asset Receiving Corporation,as depositor, Wells Fargo Bank, National Association, as master servicer, AEGONUSA Realty Advisors, LLC, as special servicer, Deutsche Bank Trust CompanyAmericas, as certificate administrator, paying agent and custodian, andWilmington Trust, National Association, as trustee (filed as Exhibit 4.3 to theregistrant's Current Report on Form 8-K dated February 14, 2017, and filed bythe registrant on February 14, 2017 under Commission File No. 333-207132-10,and is incorporated by reference herein).2

 

(4.4)Poolingand Servicing Agreement, dated as of October 1, 2015 ("COMM 2015-CCRE26PSA"), by and among Deutsche Mortgage & Asset Receiving Corporation,as depositor, Wells Fargo Bank, National Association, as master servicer,CWCapital Asset Management LLC, as special servicer, Park Bridge LenderServices LLC, as operating advisor, Wells Fargo Bank, National Association, ascertificate administrator, paying agent and custodian, and Wilmington Trust,National Association, as trustee (filed as Exhibit 4.4 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).3

 

(4.5)Trustand Servicing Agreement, dated as of November 28, 2016 ("Hilton USA Trust2016-HHV TSA"), by and among J.P. Morgan Chase Commercial MortgageSecurities Corp., as depositor, Wells Fargo Bank, National Association, asservicer, AEGON USA Realty Advisors, LLC, as special servicer, Wells FargoBank, National Association, as certificate administrator, and Wilmington Trust,National Association, as trustee (filed as Exhibit 4.5 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).4

 

(4.6)Poolingand Servicing Agreement, dated as of December 1, 2016 2015 ("MSC2016-UBS12 PSA"), by and among Morgan Stanley Capital I Inc., asdepositor, Midland Loan Services, a Division of PNC Bank, National Association,as master servicer, Rialto Capital Advisors, LLC, as special servicer, ParkBridge Lender Services LLC, as operating advisor and asset representationsreviewer, Wells Fargo Bank, National Association, as certificate administratorand trustee (filed as Exhibit 4.6 to the registrant's Current Report on Form8-K dated February 14, 2017, and filed by the registrant on February 14, 2017under Commission File No. 333-207132-10, and is incorporated by referenceherein).5

 

(4.7)Poolingand Servicing Agreement, dated as of December 1, 2016 ("WFCM 2016-LC25PSA"), by and among Wells Fargo Commercial Mortgage Securities, Inc., asdepositor, Wells Fargo Bank, National Association, as general master servicer,CWCapital Asset Management LLC, as general special servicer, NationalCooperative Bank, N.A., as NCB master servicer and as NCB special servicer,Pentalpha Surveillance LLC, as operating advisor and asset representationsreviewer, Wells Fargo Bank, National Association, as certificate administrator,and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.7 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).6

 

1 The 229 West 43rd Street Retail Condo mortgage loan,which represented approximately 7.5% 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 8 Times Square & 1460 Broadway mortgageloan, which represented approximately 1.9% of the initial pool balance of theissuing entity, is part of a loan combination comprised of the subject mortgageloan included in the issuing entity and one or more companion loans that areheld outside the issuing entity. The 229 West 43rd Street Retail Condo mortgageloan and 8 Times Square & 1460 Broadway mortgage loan are serviced pursuantto the CD 2016-CD2 PSA.

 

2 The 85 Tenth Avenue mortgage loan, which represented approximately5.6% of the initial pool balance of the issuing entity, is part of a loancombination comprised of the subject mortgage loan included in the issuingentity and one or more companion loans that are held outside the issuingentity. The 85 Tenth Avenue mortgage loan is serviced pursuant to the DBWF2016-85T TSA.

 

3 The Prudential Plaza mortgage loan, which representedapproximately 5.3% 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 Prudential Plaza mortgage loan is serviced pursuant to theCOMM 2015-CCRE26 PSA.

 

4The Hilton Hawaiian Village WaikikiBeach Resort mortgage loan, which represented approximately 4.5% of the initialpool balance of the issuing entity, is part of a loan combination comprised ofthe subject mortgage loan included in the issuing entity and one or morecompanion loans that are held outside the issuing entity. The Hilton HawaiianVillage Waikiki Beach Resort loan is serviced pursuant to the Hilton USA Trust2016-HHV TSA.

 

5 The 681 Fifth Avenue mortgage loan, which representedapproximately 2.1% 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 681 Fifth Avenue mortgage loan is serviced pursuant to theMSC 2016-UBS12 PSA.

 

6The Marriott Hilton Head Resort& Spa mortgage loan, which represented approximately 1.1% of the initialpool balance of the issuing entity, is part of a loan combination comprised ofthe subject mortgage loan included in the issuing entity and one or morecompanion loans that are held outside the issuing entity. The Marriott HiltonHead Resort & Spa mortgage loan is serviced pursuant to the WFCM 2016-LC25PSA. Effective as of July 19, 2018, the directing certificateholder under theWFCM 2016-LC25 PSA removed CWCapital Asset Management LLC as general specialservicer under the WFCM 2016-LC25 PSA, and appointed C-III Asset Management LLCas the successor general special servicer under the WFCM 2016-LC25 PSA, asdisclosed in the Current Report on Form 8-K dated July 19, 2018 and filed bythe registrant on July 25, 2018 under Commission File No. 333-207132-10.

 

99.1MortgageLoan Purchase Agreement, dated as of February 1, 2017, between Citigroup GlobalMarkets Realty Corp. and Citigroup Commercial Mortgage Securities Inc.,pursuant to which Citigroup Global Markets Realty Corp. sold certain mortgageloans to Citigroup Commercial Mortgage Securities Inc. (filed as Exhibit 99.1to the registrant's Current Report on Form 8-K dated February 14, 2017, andfiled by the registrant on February 14, 2017 under Commission File No.333-207132-10, and is incorporated by reference herein).

 

99.2MortgageLoan Purchase Agreement, dated as of February 1, 2017, between German AmericanCapital Corporation and Citigroup Commercial Mortgage Securities Inc., pursuantto which German American Capital Corporation sold certain mortgage loans toCitigroup Commercial Mortgage Securities Inc. (filed as Exhibit 99.2 to theregistrant's Current Report on Form 8-K dated February 14, 2017, and filed bythe registrant on February 14, 2017 under Commission File No. 333-207132-10,and is incorporated by reference herein).

 

31  Rule13a-14(d)/15d-14(d) Certification.

33 Reports onassessment of compliance with servicing criteria for asset-backed securities. 7

 

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

33.2  Midland Loan Services, a Division of PNC Bank,National Association, as special servicer (see Exhibit 33.1) 

33.3  Park Bridge Lender Services LLC, as operating advisor

33.4  Wells Fargo Bank, National Association, as certificateadministrator

33.5  Wells Fargo Bank, National Association, as custodian

33.6  Wells Fargo Bank, National Association, as masterservicer for the 229 West 43rd Street Retail Condo mortgage loan and the 8Times Square & 1460 Broadway mortgage loan under the CD 2016-CD2 PSA.

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

33.8  Park Bridge Lender Services LLC, as operating advisorfor the 229 West 43rd Street Retail Condo mortgage loan and the 8 Times Square& 1460 Broadway mortgage loan under the CD 2016-CD2 PSA. (see Exhibit 33.3)

33.9  Wells Fargo Bank, National Association, as certificateadministrator for the 229 West 43rd Street Retail Condo mortgage loan and the 8Times Square & 1460 Broadway mortgage loan under the CD 2016-CD2 PSA. (seeExhibit 33.4) 

33.10  Wells Fargo Bank, National Association, as custodianfor the 229 West 43rd Street Retail Condo mortgage loan and the 8 Times Square& 1460 Broadway mortgage loan under the CD 2016-CD2 PSA. (see Exhibit 33.5)

33.11  CoreLogic Commercial Real Estate Services, Inc., asservicing 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.

33.12  National Tax Search, LLC,, as servicing functionparticipant for the 229 West 43rd Street Retail Condo mortgage loan and the 8 TimesSquare & 1460 Broadway mortgage loan under the CD 2016-CD2 PSA.

33.13  Wells Fargo Bank, National Association, as servicerfor the 85 Tenth Avenue mortgage loan under the DBWF 2016-85T TSA. (see Exhibit33.6) 

33.14  Aegon USA Realty Advisors, LLC, as special servicerfor the 85 Tenth Avenue mortgage loan under the DBWF 2016-85T TSA.

33.15  Deutsche Bank Trust Company Americas, as certificateadministrator for the 85 Tenth Avenue mortgage loan under the DBWF 2016-85TTSA.

33.16  Deutsche Bank Trust Company Americas, as custodianfor the 85 Tenth Avenue mortgage loan under the DBWF 2016-85T TSA. (see Exhibit33.15) 

33.17  CoreLogic Commercial Real Estate Services, Inc., asservicing function participant for the 85 Tenth Avenue mortgage loan under theDBWF 2016-85T TSA. (see Exhibit 33.11) 

33.18  National Tax Search, LLC, as servicing functionparticipant for the 85 Tenth Avenue mortgage loan under the DBWF 2016-85T TSA.(see Exhibit 33.12) 

33.19  Wells Fargo Bank, National Association, as master servicerfor the Prudential Plaza mortgage loan under the COMM 2015-CCRE26 PSA. (seeExhibit 33.6) 

33.20  CWCapital Asset Management LLC, as special servicerfor the Prudential Plaza mortgage loan under the COMM 2015-CCRE26 PSA.

33.21  Wells Fargo Bank, National Association, as certificateadministrator for the Prudential Plaza mortgage loan under the COMM 2015-CCRE26PSA. (see Exhibit 33.4) 

33.22  Wells Fargo Bank, National Association, as custodianfor the Prudential Plaza mortgage loan under the COMM 2015-CCRE26 PSA. (seeExhibit 33.5) 

33.23  Park Bridge Lender Services LLC, as operating advisorfor the Prudential Plaza mortgage loan under the COMM 2015-CCRE26 PSA. (seeExhibit 33.3) 

33.24  CoreLogic Commercial Real Estate Services, Inc., asservicing function participant for the Prudential Plaza mortgage loan under theCOMM 2015-CCRE26. (see Exhibit 33.11) 

33.25  National Tax Search, LLC, as servicing functionparticipant for the Prudential Plaza mortgage loan under the COMM 2015-CCRE26.(see Exhibit 33.12) 

33.26  Wells Fargo Bank, National Association, as servicerfor the Hilton Hawaiian Village Waikiki Beach Resort mortgage loan under theHilton USA Trust 2016-HHV TSA. (see Exhibit 33.6) 

33.27  Aegon USA Realty Advisors, LLC, as special servicerfor the Hilton Hawaiian Village Waikiki Beach Resort mortgage loan under theHilton USA Trust 2016-HHV TSA. (see Exhibit 33.14) 

33.28  Wells Fargo Bank, National Association, as certificateadministrator for the Hilton Hawaiian Village Waikiki Beach Resort mortgageloan under the Hilton USA Trust 2016-HHV TSA. (see Exhibit 33.4) 

33.29  CoreLogic Commercial Real Estate Services, Inc., as servicingfunction participant for the Hilton Hawaiian Village Waikiki Beach Resortmortgage loan under the Hilton USA Trust 2016-HHV TSA. (see Exhibit 33.11) 

33.30  National Tax Search, LLC, as servicing function participantfor the Hilton Hawaiian Village Waikiki Beach Resort mortgage loan under theHilton USA Trust 2016-HHV TSA. (see Exhibit 33.12) 

33.31  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer for the 681 Fifth Avenue mortgage loanunder the MSC 2016-UBS12 PSA. (see Exhibit 33.1) 

33.32  Park Bridge Lender Services LLC, as operating advisorfor the 681 Fifth Avenue mortgage loan under the MSC 2016-UBS12 PSA. (seeExhibit 33.3) 

33.33  Wells Fargo Bank, National Association, as certificateadministrator for the 681 Fifth Avenue mortgage loan under the MSC 2016-UBS12PSA. (see Exhibit 33.4) 

33.34  Wells Fargo Bank, National Association, as custodianfor the 681 Fifth Avenue mortgage loan under the MSC 2016-UBS12 PSA. (seeExhibit 33.5) 

33.35  Wells Fargo Bank, National Association, as generalmaster servicer for the Marriott Hilton Head Resort & Spa mortgage loanunder the WFCM 2016-LC25 PSA. (see Exhibit 33.6) 

33.36  CWCapital Asset Management LLC, as general specialservicer for the Marriott Hilton Head Resort & Spa mortgage loan under theWFCM 2016-LC25 PSA. (see Exhibit 33.20) 

33.37  Wells Fargo Bank, National Association, as certificateadministrator for the Marriott Hilton Head Resort & Spa mortgage loan underthe WFCM 2016-LC25 PSA. (see Exhibit 33.4) 

33.38  Pentalpha Surveillance LLC, as operating advisor forthe Marriott Hilton Head Resort & Spa mortgage loan under the WFCM2016-LC25 PSA.

33.39  CoreLogic Commercial Real Estate Services, Inc., asservicing function participant for the Marriott Hilton Head Resort & Spamortgage loan under the WFCM 2016-LC25 PSA. (see Exhibit 33.11) 

33.40  National Tax Search, LLC, as servicing functionparticipant for the Marriott Hilton Head Resort & Spa mortgage loan underthe WFCM 2016-LC25 PSA. (see Exhibit 33.12) 

 

7 Pursuant to Instruction 3 to Item 1122 of RegulationAB, the reports on assessment of compliance with servicing criteria andattestation reports on assessment of compliance with servicing criteria of (i)Rialto Capital Advisors, LLC, as special servicer for the 681 Fifth Avenuemortgage loan under the MSC 2016-UBS12 PSA and (ii) C-IIIAsset Management LLC as special servicer for the Marriott Hilton Head Resort& Spa mortgage loan under the WFCM 2016-LC25 PSA, are not included inthis report on Form 10-K because each of Rialto Capital Advisors, LLC and C-IIIAsset Management LLC performed activities that address the servicing criteriaspecified in Item 1122(d) of Regulation AB with respect to less than 5% of thepool assets of the issuing entity.

 

(34)Attestation reports on assessment of compliance with servicing criteria forasset-backed securities.

 

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

34.2  Midland Loan Services, a Division of PNC Bank,National Association, as special servicer (see Exhibit 34.1) 

34.3  Park Bridge Lender Services LLC, as operating advisor

34.4  Wells Fargo Bank, National Association, as certificateadministrator

34.5  Wells Fargo Bank, National Association, as custodian

34.6  Wells Fargo Bank, National Association, as master servicerfor the 229 West 43rd Street Retail Condo mortgage loan and the 8 Times Square& 1460 Broadway mortgage loan under the CD 2016-CD2 PSA.

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

34.8  Park Bridge Lender Services LLC, as operating advisorfor the 229 West 43rd Street Retail Condo mortgage loan and the 8 Times Square& 1460 Broadway mortgage loan under the CD 2016-CD2 PSA. (see Exhibit 34.3)

34.9  Wells Fargo Bank, National Association, as certificateadministrator for the 229 West 43rd Street Retail Condo mortgage loan and the 8Times Square & 1460 Broadway mortgage loan under the CD 2016-CD2 PSA. (seeExhibit 34.4) 

34.10  Wells Fargo Bank, National Association, as custodianfor the 229 West 43rd Street Retail Condo mortgage loan and the 8 Times Square& 1460 Broadway mortgage loan under the CD 2016-CD2 PSA. (see Exhibit 34.5)

34.11  CoreLogic Commercial Real Estate Services, Inc., asservicing 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.

34.12  National Tax Search, LLC,, as servicing functionparticipant for the 229 West 43rd Street Retail Condo mortgage loan and the 8Times Square & 1460 Broadway mortgage loan under the CD 2016-CD2 PSA.

34.13  Wells Fargo Bank, National Association, as servicerfor the 85 Tenth Avenue mortgage loan under the DBWF 2016-85T TSA. (see Exhibit34.6) 

34.14  Aegon USA Realty Advisors, LLC, as special servicerfor the 85 Tenth Avenue mortgage loan under the DBWF 2016-85T TSA.

34.15  Deutsche Bank Trust Company Americas, as certificateadministrator for the 85 Tenth Avenue mortgage loan under the DBWF 2016-85TTSA.

34.16  Deutsche Bank Trust Company Americas, as custodian forthe 85 Tenth Avenue mortgage loan under the DBWF 2016-85T TSA. (see Exhibit34.15) 

34.17  CoreLogic Commercial Real Estate Services, Inc., asservicing function participant for the 85 Tenth Avenue mortgage loan under theDBWF 2016-85T TSA. (see Exhibit 34.11) 

34.18  National Tax Search, LLC, as servicing functionparticipant for the 85 Tenth Avenue mortgage loan under the DBWF 2016-85T TSA.(see Exhibit 34.12) 

34.19  Wells Fargo Bank, National Association, as masterservicer for the Prudential Plaza mortgage loan under the COMM 2015-CCRE26 PSA.(see Exhibit 34.6) 

34.20  CWCapital Asset Management LLC, as special servicerfor the Prudential Plaza mortgage loan under the COMM 2015-CCRE26 PSA.

34.21  Wells Fargo Bank, National Association, as certificateadministrator for the Prudential Plaza mortgage loan under the COMM 2015-CCRE26PSA. (see Exhibit 34.4) 

34.22  Wells Fargo Bank, National Association, as custodianfor the Prudential Plaza mortgage loan under the COMM 2015-CCRE26 PSA. (seeExhibit 34.5) 

34.23  Park Bridge Lender Services LLC, as operating advisorfor the Prudential Plaza mortgage loan under the COMM 2015-CCRE26 PSA. (seeExhibit 34.3) 

34.24  CoreLogic Commercial Real Estate Services, Inc., asservicing function participant for the Prudential Plaza mortgage loan under theCOMM 2015-CCRE26. (see Exhibit 34.11) 

34.25  National Tax Search, LLC, as servicing function participantfor the Prudential Plaza mortgage loan under the COMM 2015-CCRE26. (see Exhibit34.12) 

34.26  Wells Fargo Bank, National Association, as servicer forthe Hilton Hawaiian Village Waikiki Beach Resort mortgage loan under the HiltonUSA Trust 2016-HHV TSA. (see Exhibit 34.6) 

34.27  Aegon USA Realty Advisors, LLC, as special servicerfor the Hilton Hawaiian Village Waikiki Beach Resort mortgage loan under theHilton USA Trust 2016-HHV TSA. (see Exhibit 34.14) 

34.28  Wells Fargo Bank, National Association, as certificateadministrator for the Hilton Hawaiian Village Waikiki Beach Resort mortgageloan under the Hilton USA Trust 2016-HHV TSA. (see Exhibit 34.4) 

34.29  CoreLogic Commercial Real Estate Services, Inc., asservicing function participant for the Hilton Hawaiian Village Waikiki BeachResort mortgage loan under the Hilton USA Trust 2016-HHV TSA. (see Exhibit34.11) 

34.30  National Tax Search, LLC, as servicing functionparticipant for the Hilton Hawaiian Village Waikiki Beach Resort mortgage loanunder the Hilton USA Trust 2016-HHV TSA. (see Exhibit 34.12) 

34.31  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer for the 681 Fifth Avenue mortgage loanunder the MSC 2016-UBS12 PSA. (see Exhibit 34.1) 

34.32  Park Bridge Lender Services LLC, as operating advisorfor the 681 Fifth Avenue mortgage loan under the MSC 2016-UBS12 PSA. (seeExhibit 34.3) 

34.33  Wells Fargo Bank, National Association, as certificateadministrator for the 681 Fifth Avenue mortgage loan under the MSC 2016-UBS12PSA. (see Exhibit 34.4) 

34.34  Wells Fargo Bank, National Association, as custodianfor the 681 Fifth Avenue mortgage loan under the MSC 2016-UBS12 PSA. (seeExhibit 34.5) 

34.35  Wells Fargo Bank, National Association, as generalmaster servicer for the Marriott Hilton Head Resort & Spa mortgage loanunder the WFCM 2016-LC25 PSA. (see Exhibit 34.6) 

34.36  CWCapital Asset Management LLC, as general specialservicer for the Marriott Hilton Head Resort & Spa mortgage loan under theWFCM 2016-LC25 PSA. (see Exhibit 34.20) 

34.37  Wells Fargo Bank, National Association, as certificateadministrator for the Marriott Hilton Head Resort & Spa mortgage loan underthe WFCM 2016-LC25 PSA. (see Exhibit 34.4) 

34.38  Pentalpha Surveillance LLC, as operating advisor forthe Marriott Hilton Head Resort & Spa mortgage loan under the WFCM2016-LC25 PSA.

34.39  CoreLogic Commercial Real Estate Services, Inc., asservicing function participant for the Marriott Hilton Head Resort & Spamortgage loan under the WFCM 2016-LC25 PSA. (see Exhibit 34.11) 

34.40  National Tax Search, LLC, as servicing functionparticipant for the Marriott Hilton Head Resort & Spa mortgage loan underthe WFCM 2016-LC25 PSA. (see Exhibit 34.12) 

 

35Servicer compliance statement.8

 

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

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

35.3  Wells Fargo Bank, National Association, as certificateadministrator

35.4  Wells Fargo Bank, National Association, as masterservicer for the 229 West 43rd Street Retail Condo mortgage loan and the 8Times Square & 1460 Broadway mortgage loan under the CD 2016-CD2 PSA.

35.5  Wells Fargo Bank, National Association, as certificateadministrator for the 229 West 43rd Street Retail Condo mortgage loan and the 8Times Square & 1460 Broadway mortgage loan under the CD 2016-CD2 PSA. (seeExhibit 35.3) 

35.6  Wells Fargo Bank, National Association, as servicerfor the 85 Tenth Avenue mortgage loan under the DBWF 2016-85T TSA.

35.7  Aegon USA Realty Advisors, LLC, as special servicerfor the 85 Tenth Avenue mortgage loan under the DBWF 2016-85T TSA.

35.8  Wells Fargo Bank, National Association, as masterservicer for the Prudential Plaza mortgage loan under the COMM 2015-CCRE26 PSA.

35.9  Wells Fargo Bank, National Association, as certificateadministrator for the Prudential Plaza mortgage loan under the COMM 2015-CCRE26PSA. (see Exhibit 35.3) 

35.10  Wells Fargo Bank, National Association, as servicerfor the Hilton Hawaiian Village Waikiki Beach Resort mortgage loan under theHilton USA Trust 2016-HHV TSA.

35.11  Aegon USA Realty Advisors, LLC, as special servicer forthe Hilton Hawaiian Village Waikiki Beach Resort mortgage loan under the HiltonUSA Trust 2016-HHV TSA. (see Exhibit 35.7) 

35.12  Wells Fargo Bank, National Association, as certificateadministrator for the Hilton Hawaiian Village Waikiki Beach Resort mortgageloan under the Hilton USA Trust 2016-HHV TSA. (see Exhibit 35.3) 

35.13  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer for the 681 Fifth Avenue mortgage loanunder the MSC 2016-UBS12 PSA. (see Exhibit 35.1) 

35.14  Wells Fargo Bank, National Association, as certificateadministrator for the 681 Fifth Avenue mortgage loan under the MSC 2016-UBS12PSA. (see Exhibit 35.3) 

35.15  Wells Fargo Bank, National Association, as generalmaster servicer for the Marriott Hilton Head Resort & Spa mortgage loanunder the WFCM 2016-LC25 PSA.

35.16  Wells Fargo Bank, National Association, as certificateadministrator for the Marriott Hilton Head Resort & Spa mortgage loan underthe WFCM 2016-LC25 PSA. (see Exhibit 35.3) 

 

8  This report on Form 10-K does not include theservicer compliance statements of (i) KeyBank National Association, as specialservicer for the 229 West 43rd Street Retail Condo mortgage loan and 8 TimesSquare & 1460 Broadway mortgage loan under the CD 2016-CD2 PSA, (ii)CWCapital Asset Management LLC, as special servicer for the Prudential Plazamortgage loan under the COMM 2015-CCRE26 PSA and as special servicer for theMarriott Hilton Head Resort & Spa mortgage loan under the WFCM 2016-LC25PSA, (iii) Deutsche Bank National Trust Company, as certificate administratorfor the 85 Tenth Avenue mortgage loan under the DBWF 2016-85T TSA, (iv) RialtoCapital Advisors, LLC, as special servicer for the 681 Fifth Avenue mortgageloan under the MSC 2016-UBS12 PSA and (v) C-III Asset Management LLC as specialservicer for the Marriott Hilton Head Resort & Spa mortgage loan under theWFCM 2016-LC25 PSA, because each of KeyBank National Association, CWCapitalAsset Management LLC, Deutsche Bank National Trust Company, Rialto CapitalAdvisors, LLC and C-III Asset Management LLC is an unaffiliated party thatservices less than 10% of the pool assets of the issuing entity, and thereforeis not a “servicer” that meets the criteria in Item 1108(a)(2)(i)through (iii) of Regulation AB.  

 

(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 28, 2019