UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ |
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2022
or
☐ |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to__________
333-207132-14
(Commission File Number of issuing entity)
0001715824
(Central Index Key Number of issuing entity)
Citigroup Commercial Mortgage Trust 2017-P8
(Exact name of issuing entity as specified in its charter)
333-207132
(Commission File Number of depositor)
0001258361
(Central Index Key Number of depositor)
Citigroup Commercial Mortgage Securities Inc.
(Exact name of depositor as specified in its charter)
Citi Real Estate Funding Inc.
(Central Index Key Number: 0001701238)
Barclays Bank PLC
(Central Index Key Number: 0000312070)
Macquarie US Trading LLC d/b/a Principal Commercial Capital
(Central Index Key Number: 0001634437)
Starwood Mortgage Funding V LLC
(Central Index Key Number: 0001682509)
Citigroup Global Markets Realty Corp.
(Central Index Key Number: 0001541001)
(Exact name of sponsor as specified in its charter)
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| 82-2940469 |
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| 82-2954806 |
New York |
| 82-6612084 |
(State or other jurisdiction of organization of the issuing entity) |
| (I.R.S. Employer Identification No.) |
c/o Citibank, N.A.
388 Greenwich Street Trading, 4th Floor
New York, New York 10013
(Address of principal executive offices of issuing entity)
(212) 816-5614
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which |
None |
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Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Not Applicable
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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| Accelerated filer |
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Non-accelerated filer |
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| Smaller reporting company |
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| Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Not Applicable
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Not Applicable
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Not Applicable
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
Not Applicable
EXPLANATORY NOTES
1 The 225 & 233 Park Avenue South mortgage loan, which represented approximately 5.5% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The 225 & 233 Park Avenue South mortgage loan and the related companion loan(s) are serviced pursuant to the WFCM 2017-C39 PSA. Effective as of May 6, 2020, LNR Partners, LLC was terminated as the special servicer under the WFCM 2017-C39 PSA and Argentic Services Company LP has been appointed to act as successor special servicer under the WFCM 2017-C39 PSA, as disclosed in the Current Report on Form 8-K filed by the registrant on May 6, 2020 under Commission File No. 333-207132-14.
2 The General Motors Building mortgage loan, which represented approximately 5.1% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The General Motors Building mortgage loan and the related companion loan(s) are serviced pursuant to the BXP 2017-GM TSA. Effective as of July 26, 2021, AEGON USA Realty Advisors, LLC was terminated as the special servicer under the BXP 2017-GM TSA and Argentic Services Company LP has been appointed to act as successor special servicer under the BXP 2017-GM TSA, as disclosed in the Current Report on Form 8-K filed by the registrant on July 26, 2021 under Commission File No. 333-207132-14. Effective as of July 15, 2022, Argentic Services Company LP was terminated as the special servicer under the BXP 2017-GM TSA and Green Loan Services LLC has been appointed to act as successor special servicer under the BXP 2017-GM TSA, as disclosed in the Current Report on Form 8-K filed by the registrant on July 15, 2022 under Commission File No. 333-207132-14.
3 The Mall of Louisiana mortgage loan, which represented approximately 4.3% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The Mall of Louisiana mortgage loan and the related companion loan(s) are serviced pursuant to the BANK 2017-BNK7 PSA.
4 The Starwood Capital Group Hotel Portfolio mortgage loan, which represented approximately 3.8% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The Starwood Capital Group Hotel Portfolio mortgage loan and the related companion loan(s) are serviced pursuant to the DBJPM 2017-C6 PSA.
5 The Lakeside Shopping Center mortgage loan, which represented approximately 3.0% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The Lakeside Shopping Center mortgage loan and the related companion loan(s) are serviced pursuant to the CGCMT 2017-B1 PSA.
6 The Long Island Prime Portfolio - Uniondale mortgage loan, which represented approximately 2.7% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The Long Island Prime Portfolio - Uniondale mortgage loan and the related companion loan(s) are serviced pursuant to the GSMS 2017-GS7 PSA.
7 The Scripps Center mortgage loan, which represented approximately 2.0% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The Scripps Center mortgage loan and the related companion loan(s) are serviced pursuant to the CGCMT 2017-P7 PSA.
8 The Atlanta and Anchorage Hotel Portfolio mortgage loan, which represented approximately 1.6% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The Atlanta and Anchorage Hotel Portfolio mortgage loan and the related companion loan(s) are serviced pursuant to the CFCRE 2017-C8 PSA.
3
9 The 245 Park Avenue mortgage loan, which represented approximately 1.4% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The 245 Park Avenue mortgage loan and the related companion loan(s) are serviced pursuant to the 245 Park Avenue Trust 2017-245P TSA. Effective as of April 13, 2021, AEGON USA Realty Advisors, LLC was terminated as the special servicer under the 245 Park Avenue Trust 2017-245P TSA and Situs Holdings, LLC has been appointed to act as successor special servicer under the 245 Park Avenue Trust 2017-245P TSA, as disclosed in the Current Report on Form 8-K filed by the registrant on April 13, 2021 under Commission File No. 333-207132-14.
10 Pursuant to Instruction 3 to Item 1122 of Regulation AB, the reports on assessment of compliance with servicing criteria and attestation reports on assessment of compliance with servicing criteria of (i) Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and special servicer for the Starwood Capital Group Hotel Portfolio mortgage loan under the DBJPM 2017-C6 PSA, (ii) LNR Partners, as special servicer for the Lakeside Shopping Center mortgage loan under the CGCMT 2017-B1 PSA, (iii) Deutsche Bank Trust Company Americas, as trustee and custodian for the Lakeside Shopping Center mortgage loan under the CGCMT 2017-B1 PSA and as trustee and custodian for the Scripps Center mortgage loan under the CGCMT 2017-P7 PSA and (iv) Situs Holdings, LLC, as special servicer for the 245 Park Avenue mortgage loan under the 245 Park Avenue Trust 2017-245P TSA are not included in this report on Form 10-K because each of Midland Loan Services, a Division of PNC Bank, National Association, LNR Partners, LLC, Deutsche Bank Trust Company Americas and Situs Holdings, LLC performed activities that address the servicing criteria specified in Item 1122(d) of Regulation AB with respect to 5% or less of the pool assets of the issuing entity. This annual report on Form 10-K does not include the reports on assessment of compliance with servicing criteria and attestation reports on assessment of compliance with servicing criteria of (i) Wells Fargo Bank, National Association as certificate administrator under the WFCM 2017-C39 PSA, the BXP 2017-GM TSA, the BANK 2017-BNK7 PSA, the DBJPM 2017-C6 PSA, the GSMS 2017-GS7 PSA, the CFCRE 2017-C8 PSA and the 245 Park Avenue Trust 2017-245P TSA and (ii) Citibank, N.A., as certificate administrator under the CGCMT 2017-B1 PSA and the CGCMT 2017-P7 PSA, because the certificate administrator under each such pooling and servicing agreement or trust and servicing agreement does not perform any activities that address the servicing criteria specified in Item 1122(d) of Regulation AB with respect to the issuing entity.
11 This annual report on Form 10-K does not include the servicer compliance statements of (i) Green Loan Services LLC, as special servicer for the General Motors Building mortgage loan under the BXP 2017-GM TSA on and after June 15, 2022, (ii) Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and special servicer for the Starwood Capital Group Hotel Portfolio mortgage loan under the DBJPM 2017-C6 PSA and (ii) Situs Holdings, LLC, as special servicer for the 245 Park Avenue mortgage loan under the 245 Park Avenue Trust 2017-245P TSA, because each of Green Loan Services, LLC, Midland Loan Services, a Division of PNC Bank, National Association and Situs Holdings, LLC is an unaffiliated party that services less than 10% of the pool assets of the issuing entity, and therefore is not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB. This annual report on Form 10-K does not include the servicer compliance statements of (i) Wells Fargo Bank, National Association as certificate administrator under the WFCM 2017-C39 PSA, the BXP 2017-GM TSA, the BANK 2017-BNK7 PSA, the DBJPM 2017-C6 PSA, the GSMS 2017-GS7 PSA, the CFCRE 2017-C8 PSA and the 245 Park Avenue Trust 2017-245P TSA and (ii) Citibank, N.A. as certificate administrator under the CGCMT 2017-B1 PSA and the CGCMT 2017-P7 PSA, because the certificate administrator under each such pooling and servicing agreement or trust and servicing agreement is not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB with respect to the 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.
4
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. [Reserved]
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.
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Item 13. Certain Relationships and Related Transactions, and Director Independence.
Omitted.
Item 14. Principal Accountant Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS REQUIRED BY GENERAL INSTRUCTION J(2)
Item 1112(b) of Regulation AB
No mortgage loan in the pool assets for Citigroup Commercial Mortgage Trust 2017-P8 constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB.
Item 1114(b)(2) and Item 1115(b) of Regulation AB
No entity or group of affiliated entities provides any external credit enhancement, uses any derivative instruments or other support for the certificates within this transaction.
Item 1117 of Regulation AB
Disclosure from Wells Fargo Bank, National Association (“Wells Fargo Bank”) (i) as custodian for the 225 & 233 Park Avenue South mortgage loan under the WFCM 2017-C39 PSA, (ii) as custodian for the General Motors Building mortgage loan under the BXP 2017-GM TSA, (iii) as custodian for the Mall of Louisiana mortgage loan under the BANK 2017-BNK7 PSA, (iv) as trustee and custodian for the Starwood Capital Group Hotel Portfolio mortgage loan under the DBJPM 2017-C6 PSA, (v) as custodian for the Long Island Prime Portfolio—Uniondale mortgage loan under the GSMS 2017-GS7 PSA, (vi) as custodian for the Atlanta and Anchorage Hotel Portfolio mortgage loan under the CFCRE 2017-C8 PSA and (vii) as custodian for the 245 Park Avenue mortgage loan under the 245 Park Avenue Trust 2017-245P TSA:
In December 2014, Phoenix Light SF Limited (Phoenix Light) and certain related entities filed a complaint in the United States District Court for the Southern District of New York alleging claims against Wells Fargo Bank, N.A., in its capacity as trustee for a number of residential mortgage-backed securities (RMBS) trusts. Complaints raising similar allegations have been filed by Commerzbank AG in the Southern District of New York and by IKB International and IKB Deutsche Industriebank in New York state court. In each case, the plaintiffs allege that Wells Fargo Bank, N.A., as trustee, caused losses to investors, and plaintiffs assert causes of action based upon, among other things, the trustee’s alleged failure to notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, notify investors of alleged events of default, and abide by appropriate standards of care following alleged events of default. In July 2022, the district court dismissed Phoenix Light’s claims and certain of the claims asserted by Commerzbank AG, and subsequently entered judgment 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 the United States Court of Appeals for the Second Circuit. The Company previously settled two class actions filed by institutional investors and an action filed by the National Credit Union Administration with similar allegations. In addition, Park Royal I LLC and Park Royal II LLC have filed substantially similar lawsuits in New York state court alleging Wells Fargo Bank, N.A., as trustee, failed to take appropriate actions upon learning of defective mortgage loan documentation.
Item 1119 of Regulation AB
Provided previously in the prospectus of the Registrant relating to the issuing entity and filed on September 29, 2017 pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended.
Item 1122 of Regulation AB
The reports on assessment of compliance with servicing criteria for asset-backed securities and related attestation reports are attached hereto under Item 15.
The report on assessment of compliance with applicable servicing criteria furnished pursuant to Item 1122 of Regulation AB by KeyBank National Association (“KeyBank”) discloses that a material instance of noncompliance occurred, as described below:
1) Servicing Criteria impacted
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1122(d)(4)(ix) –Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the 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 days before 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 any change date a margin of 2.25% is to be used. Given the notification was not made to the borrowers, a 3% margin was incorrectly applied. The noncompliance in Item 1122 (d)(4)(ix) is related to a servicing portfolio which is wholly owned by the investor and is not held in a publicly traded security.
3) Remediation
The following remediation procedures have been initiated by KeyBank: (i) the impacted mortgage loans are currently in the process of being identified, (ii) investor contact has been initiated, (iii) corrective actions are being considered and will be tracked and monitored by senior management, (iv) procedures will be reviewed and revised, if necessary, to include new tracking and action steps to prevent this situation from recurring in the future, and (v) training will be provided to the relevant staff members to prevent a recurrence.
The identified material instance of noncompliance with servicing criteria did not involve the servicing of the assets backing the asset-backed securities covered in this Form 10-K.
Item 1123 of Regulation AB
The servicer compliance statements are attached hereto under Item 15.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
Exhibit Number | Description |
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4.1 |
4.2 | |
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4.3 |
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4.4 | |
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4.5 |
4.6 | |
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4.7 | |
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4.8 | |
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4.9 |
4.10 | |
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31 |
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33 | Reports on assessment of compliance with servicing criteria for asset-backed securities. (see Explanatory Note #10) |
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33.1 | |
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33.2 | |
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33.3 | |
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33.4 | |
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33.5 | |
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33.6 | |
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33.7 | |
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33.8 | |
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33.9 |
33.10 | |
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33.11 | |
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33.12a | |
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33.12b | |
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33.13 | |
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33.14 | |
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33.15 | |
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33.16a | |
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33.16b |
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33.17a | |
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33.17b | |
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33.18 | |
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33.19 | |
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33.20 | |
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33.21 | |
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33.22 | |
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33.23a | |
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33.23b |
33.24 | |
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33.25 | |
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33.26 | |
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33.27a | |
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33.27b | |
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33.28a | |
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33.28b | |
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33.29 | |
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33.30 | |
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33.31 | |
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33.32 | |
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33.33 | |
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33.34 | |
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33.35a | |
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33.35b | |
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33.36 | |
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33.37 |
33.38 | |
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33.39 | |
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33.40 | |
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33.41 | |
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33.42 | |
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33.43 | |
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33.44 | |
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33.45 | |
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33.46a | |
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33.46b | |
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33.47 | |
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33.48 | |
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33.49 |
33.50 | |
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33.51a | |
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33.51b | |
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33.52 | |
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33.53 | |
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34 | Attestation reports on assessment of compliance with servicing criteria for asset-backed securities. |
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34.1 | |
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34.2 | |
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34.3 | |
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34.4 | |
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34.5 | |
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34.6 | |
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34.7 | |
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34.8 | |
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34.9 | |
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34.10 | |
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34.11 |
34.12a | |
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34.12b | |
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34.13 | |
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34.14 | |
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34.15 | |
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34.16a | |
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34.16b | |
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34.17a | |
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34.17b | |
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34.18 | |
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34.19 | |
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34.20 | |
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34.21 | |
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34.22 | |
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34.23a | |
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34.23b | |
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34.24 | |
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34.25 |
34.26 | |
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34.27a | |
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34.27b | |
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34.28a | |
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34.28b | |
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34.29 | |
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34.30 | |
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34.31 | |
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34.32 | |
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34.33 | |
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34.34 | |
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34.35a | |
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34.35b | |
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34.36 | |
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34.37 | |
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34.38 |
34.39 | |
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34.40 | |
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34.41 | |
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34.42 | |
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34.43 | |
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34.44 | |
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34.45 | |
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34.46a | |
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34.46b | |
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34.47 | |
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34.48 | |
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34.49 | |
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34.50 |
34.51a | |
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34.51b | |
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34.52 | |
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34.53 | |
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35 | Servicer compliance statements. (see Explanatory Note #11) |
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35.1 | Servicer compliance statement, Wells Fargo Bank, National Association, as master servicer |
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35.2 | Servicer compliance statement, KeyBank National Association, as special servicer |
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35.3 | Servicer compliance statement, Citibank, N.A., as certificate administrator |
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35.4 | |
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35.5 | |
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35.6 | |
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35.7 | |
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35.8 | |
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35.9 | |
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35.10 |
35.11 | |
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35.12 | |
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35.13 | |
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35.14 | |
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35.15 | |
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35.16 | |
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35.17 | |
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35.18 | |
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35.19 | |
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35.20 | |
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99.1 | |
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99.2 | |
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99.3 |
99.4 | |
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99.5 | |
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99.6 | |
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99.7 |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 31, 2023
Citigroup Commercial Mortgage Securities Inc.
(Depositor)
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/s/ Richard Simpson |
Richard Simpson, President |
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