**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, 2022or**

**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 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 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. ___

 

Ifsecurities are registered pursuant to Section 12(b) of the Act, indicate bycheck mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financialstatements. ___

 

Indicateby check mark whether any of those error corrections are restatements thatrequired a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b). ___

 

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 atwhich the common equity was last sold, or the average bid and asked price ofsuch common equity, as of the last business day of the registrant's mostrecently completed second fiscal quarter.

 

  Not applicable.

 

Indicate by check mark whether the registrant has filed all documentsand reports required to be filed by Section 12, 13 or 15(d) of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a planconfirmed 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 by referenceand the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which thedocument is incorporated: (1)Any annual report to security holders; (2) Anyproxy or information statement; and (3)Any prospectus filed pursuant to Rule424(b) or (c) under the Securities Act of 1933. The listed documents should beclearly described for identification purposes (e.g., annual report to securityholders for fiscal year ended December 24, 1980).

 

  Notapplicable.

 

**EXPLANATORY NOTES**

** **

1 The 229 West 43rd Street Retail Condo mortgage loan, whichrepresented 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 (as defined in Item 15 below).

 

2  The 85 Tenth Avenue mortgage loan, which representedapproximately 5.6% 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 85 Tenth Avenue mortgage loan is serviced pursuant tothe DBWF 2016-85T TSA (as defined in Item 15 below). Effective as ofJune 17, 2021, AEGON USA Realty Advisors, LLC has assigned and delegated itsrights and obligations as special servicer under the DBWF 2016-85T TSA to SitusHoldings, 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  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 (as defined in Item 15 below).

 

4  The Hilton Hawaiian Village Waikiki BeachResort mortgage loan, which represented approximately 4.5% of the initial poolbalance of the issuing entity, is part of a loan combination comprised of thesubject mortgage loan included in the issuing entity and one or more companionloans that are held outside the issuing entity. The Hilton Hawaiian VillageWaikiki Beach Resort loan is serviced pursuant to the Hilton USA Trust 2016-HHVTSA (as defined in Item 15 below).

 

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 (as defined in Item 15 below).

 

6 The Marriott Hilton Head Resort & Spamortgage loan, which represented approximately 1.1% of the initial pool balanceof the issuing entity, is part of a loan combination comprised of the subjectmortgage loan included in the issuing entity and one or more companion loansthat are held outside the issuing entity. The Marriott Hilton Head Resort &Spa mortgage loan is serviced pursuant to the WFCM 2016-LC25 PSA (as defined inItem 15 below).

 

7  Pursuant to Instruction 3 to Item 1122 of Regulation AB,the reports on assessment of compliance with servicing criteria and attestationreports on assessment of compliance with servicing criteria of (i) RialtoCapital Advisors, LLC, as special servicer for the 681 Fifth Avenue mortgageloan under the MSC 2016-UBS12 PSA, (ii) LNR Partners, LLC as special servicerfor the Marriott Hilton Head Resort & Spa mortgage loan under the WFCM2016-LC25 PSA and (iii) Pentalpha Surveillance LLC, as operating advisor forthe Marriott Hilton Head Resort & Spa mortgage loan under the WFCM2016-LC25 PSA, are not included in this report on Form 10-K because each of RialtoCapital Advisors, LLC, LNR Partners, LLC and Pentalpha Surveillance LLCperformed activities that address the servicing criteria specified in Item1122(d) of Regulation AB with respect to only 5% or less of the pool assets ofthe issuing entity. This annual report on Form 10-K does not include thereports on assessment of compliance with servicing criteria and attestationreports on assessment of compliance with servicing criteria of (i) Wells FargoBank, National Association as certificate administrator under the CD 2016-CD2PSA, the COMM 2015-CCRE26 PSA, the Hilton USA Trust 2016-HHV TSA, the MSC2016-UBS12 PSA and the WFCM 2016-LC25 PSA and (ii) Deutsche Bank Trust CompanyAmericas, as certificate administrator under the DBWF 2016-85T TSA, because thecertificate administrator under each such pooling and servicing agreement ortrust and servicing agreement does not perform any activities that address theservicing criteria specified in Item 1122(d) of Regulation AB with respect tothe issuing entity. This annual report on Form 10-K does not include thereport on assessment of compliance with servicing criteria and attestationreport on assessment of compliance with servicing criteria of Wilmington Trust,National Association, as trustee under the DBWF 2016-85T TSA, because there wasno relevant servicing criteria applicable to Wilmington Trust, NationalAssociation as trustee under the DBWF 2016-85T TSA during the year endedDecember 31, 2022 and, pursuant to the terms of the DBWF 2016-85T TSA, thetrustee is not required to provide assessment of compliance with applicableservicing criteria and attestation report on assessment of compliance withservicing criteria with respect to any period during which there was noapplicable servicing criteria applicable to it.

 

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) SitusHoldings, LLC as special servicer for the 85 Tenth Avenue mortgage loan underthe DBWF 2016-85T TSA, (iii) CWCapital Asset Management LLC, as specialservicer for the Prudential Plaza mortgage loan under the COMM 2015-CCRE26 PSAand as special servicer for the Hilton Hawaiian Village Waikiki Beach Resortmortgage loan under the Hilton USA Trust 2016-HHV TSA, (iv) Rialto CapitalAdvisors, LLC, as special servicer for the 681 Fifth Avenue mortgage loan underthe MSC 2016-UBS12 PSA, and (v) 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, Situs Holdings, LLC,CWCapital Asset Management LLC, Rialto Capital Advisors, LLC and LNR Partners,LLC is an unaffiliated party that services less than 10% of the pool assets ofthe issuing entity, and therefore is not a “servicer” that meets the criteriain Item 1108(a)(2)(i) through (iii) of Regulation AB.  This annual reporton Form 10-K does not include the servicer compliance statements of (i) WellsFargo Bank, National Association as certificate administrator under the CD2016-CD2 PSA, the COMM 2015-CCRE26 PSA, the Hilton USA Trust 2016-HHV TSA, theMSC 2016-UBS12 PSA and the WFCM 2016-LC25 PSA and (ii) Deutsche Bank TrustCompany Americas, as certificate administrator under the DBWF 2016-85T TSA,because the certificate administrator under each such pooling and servicingagreement or trust and servicing agreement is not a “servicer” that meets thecriteria in Item 1108(a)(2)(i) through (iii) of Regulation AB with respect tothe issuing entity.

 

| **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 LightSF Limited (Phoenix Light) and certain related entities filed a complaint inthe United States District Court for the Southern District of New York allegingclaims against Wells Fargo Bank, N.A., in its capacity as trustee for a numberof residential mortgage-backed securities (RMBS) trusts. Complaints raisingsimilar allegations have been filed by Commerzbank AG in the Southern Districtof New York and by IKB International and IKB Deutsche Industriebank in New Yorkstate court. In each case, the plaintiffs allege that Wells Fargo Bank, N.A.,as trustee, caused losses to investors, and plaintiffs assert causes of actionbased upon, among other things, the trustee’s alleged failure to notify andenforce repurchase obligations of mortgage loan sellers for purported breachesof representations and warranties, notify investors of alleged events ofdefault, and abide by appropriate standards of care following alleged events ofdefault. In July 2022, the district court dismissed Phoenix Light’s claims andcertain of the claims asserted by Commerzbank AG, and subsequently enteredjudgment in each case in favor of Wells Fargo Bank, N.A. In August 2022,Phoenix Light and Commerzbank AG appealed the district court’s decision to theUnited States Court of Appeals for the Second Circuit. The Company previouslysettled two class actions filed by institutional investors and an action filedby the National Credit Union Administration with similar allegations. Inaddition, Park Royal I LLC and Park Royal II LLC have filed substantiallysimilar lawsuits in New York state court alleging Wells Fargo Bank, N.A., astrustee, failed to take appropriate actions upon learning of defective mortgageloan documentation.

**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 assessmentof compliance with applicable servicing criteria furnished pursuant to Item1122 of Regulation AB by KeyBank National Association (“KeyBank”) disclosesthat a material instance of noncompliance occurred, as described below:

1)            Servicing Criteria impacted

1122(d)(4)(ix) –Adjustments to interest ratesor rates of return for pool assets with variable rates are computed based onthe related pool asset documents.

2)            Material Instance of Noncompliance with Servicing Criteria

During compliance testing, it was discovered,that not all FlexARM loan mortgagors were offered loan rates within 45-60 daysbefore the rate change date, as required per the related pool asset documents.Per the Note, if the holder fails to offer a loan rate within 45-60 days of anychange date a margin of 2.25% is to be used. Given the notification was notmade to the borrowers, a 3% margin was incorrectly applied. The noncompliancein Item 1122 (d)(4)(ix) is related to a servicing portfolio which is whollyowned by the investor and is not held in a publicly traded security.

The identified material instanceof noncompliance with servicing criteria did notinvolve the servicing of the assets backing the asset-backed securities coveredin this Form 10-K.

3)            Remediation

Thefollowing remediation procedures have been initiated by KeyBank: (i) theimpacted mortgage loans are currently in the process of being identified, (ii)investor contact has been initiated, (iii) corrective actions are beingconsidered and will be tracked and monitored by senior management, (iv) procedureswill be reviewed and revised, if necessary, to include new tracking and actionsteps to prevent this situation from recurring in the future, and (v) trainingwill be provided to the relevant staff members to prevent a recurrence.

 

**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 February1, 2017, by and among Citigroup Commercial Mortgage Securities Inc., asdepositor, Midland Loan Services, a Division of PNC Bank, National Association,as master servicer, Midland Loan Services, a Division of PNC Bank, NationalAssociation, as special servicer, Park Bridge Lender Services LLC, as operatingadvisor and asset representations reviewer, and Wells Fargo Bank, NationalAssociation, as certificate administrator and trustee (filed as Exhibit 4.1 tothe registrant's Current Report on Form 8-K/A dated February 28, 2017, andfiled by the registrant on March 26, 2017 under Commission File No.333-207132-10, and is incorporated 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).(See Explanatory Note 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, Situs Holdings, LLC (as successor to AEGON USARealty 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).(See Explanatory Note 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).(See Explanatory Note 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).(See Explanatory Note 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 andasset representations 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).(See Explanatory Note 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).(See Explanatory Note 6)

 

 

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

 

33 Reports on assessment of compliance with servicing criteria for asset-backedsecurities. (See ExplanatoryNote 7)

 

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

 

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

 

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 whichthe 229 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  Situs Holdings, LLC, asspecial servicer for the 85 Tenth Avenue mortgage loan under the DBWF 2016-85TTSA.

 

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

 

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

 

33.19  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)

 

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

 

33.21  Wilmington Trust,National Association, as trustee under the COMM 2015-CCRE26 PSA, pursuant towhich the Prudential Plaza mortgage loan is serviced. (see Exhibit 33.11)

 

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

 

33.23  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)

 

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

 

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

 

33.26  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)

 

33.27  CWCapital AssetManagement LLC, as special servicer for the Hilton Hawaiian VillageWaikiki Beach Resort mortgage loan under the Hilton USA Trust 2016-HHVTSA. (see Exhibit 33.20)

 

33.28  Wilmington Trust,National Association, as trustee under the Hilton USA Trust 2016-HHV TSA, pursuantto which the Hilton Hawaiian Village Waikiki Beach Resort mortgage loan isserviced (see Exhibit 33.11)

 

33.29  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)

 

33.30  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)

 

33.31  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)

 

33.32  Midland Loan Services, aDivision of 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)

 

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

 

33.34  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)

 

33.35  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)

 

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

 

33.37  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)

 

33.38  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)

 

33.39  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)

 

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

 

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

 

33.42  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)

 

 

34 Attestation reports on assessment of compliance with servicingcriteria for asset-backed securities. (See Explanatory Note 7)

 

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

  

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

 

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, 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.

 

34.9  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.

 

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,National Association, as trustee 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.

 

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

 

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

 

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

 

34.19  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)

 

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

 

34.21  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)

 

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

 

34.23  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)

 

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

 

34.25  CoreLogic Solutions, LLC,as servicing function participant for the Prudential Plaza mortgage loan underthe COMM 2015-CCRE26. (see Exhibit 34.14)

 

34.26  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)

 

34.27  CWCapital AssetManagement LLC, as special servicer for the Hilton Hawaiian Village WaikikiBeach Resort mortgage loan under the Hilton USA Trust 2016-HHV TSA. (seeExhibit 34.20)

 

34.28  Wilmington Trust,National Association, as trustee under the Hilton USA Trust 2016-HHV TSA, pursuantto which the Hilton Hawaiian Village Waikiki Beach Resort mortgage loan isserviced (see Exhibit 34.11)

 

34.29  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)

 

34.30  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)

 

34.31  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)

 

34.32  Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under the MSC 2016-UBS12PSA, pursuant to which the 681 Fifth Avenue mortgage loan is serviced. (seeExhibit 34.1)

 

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

 

34.34  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)

 

34.35  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)

 

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

 

34.37  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)

 

34.38  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)

 

34.39  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 34.11)

 

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

 

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

 

34.42  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.(See Explanatory Note 8)

 

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

 

35.2  Midland Loan Services, aDivision of PNC Bank, National Association, as special servicer (see Exhibit35.1)

 

35.3  Wells Fargo Bank, NationalAssociation, as certificate administrator

 

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

 

35.5  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.

 

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

 

35.7  Wells Fargo Bank, NationalAssociation, as master servicer under the COMM 2015-CCRE26 PSA, pursuant towhich the Prudential Plaza mortgage loan is serviced. (see Exhibit 35.5)

 

35.8  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 35.5)

 

35.9  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 35.1)

 

35.10 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 35.5)

 

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 February1, 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).

 

(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 30, 2023