**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K/A**

**(Amendment No. 1)**

(Mark one)

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

**    For the fiscal year endedDecember 31, 2022 OR**

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

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

 

 

 

**Commission file number:333-206582-07**

 

**Central Index Key Number of the issuingentity:0001702746**

 

**Morgan Stanley Bank of America Merrill Lynch Trust2017-C33**

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

 

**Central Index Key Number of the depositor:0001547361**

 

**Morgan Stanley Capital I Inc.**

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

 

**Central Index Key Number of the sponsor:0001541557**

 

**Morgan Stanley Mortgage Capital Holdings LLC**

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

 

**Central Index Key Number of the sponsor:0001102113**

 

**Bank of America, National Association**

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

 

**Central Index Key Number of the sponsor:0001089877**

 

**KeyBank National Association**

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

 

| **New York**                                                        | **38‐4032096  38‐4032097  38‐7170562** |
|---------------------------------------------------------------------|----------------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**             |

 

**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:

  

| Title of each class | Trading Symbol(s) | Name of each  exchange on which registered |
|---------------------|-------------------|--------------------------------------------|
| 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

 

Note- Checking the box above will not relieve any registrant required to filereports pursuant to Section 13 or 15(d) of the Exchange Act from theirobligations under those Sections.

 

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 thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 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 (Section 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 whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, a smaller reporting company, oremerging growth company. See the definitions of "large acceleratedfiler", "accelerated filer," "smaller reportingcompany," 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.

 

  Notapplicable.

 

Indicate by check mark whether the registrant has fileda report on and attestation to its management’s assessment of the effectivenessof its internal 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.

 

  Notapplicable.

 

If securities are registered pursuant to Section 12(b)of the Act, indicate by check mark whether the financial statements of the

registrantincluded in the filing reflect the correction of an error to previously issuedfinancial statements.

 

Not applicable.

 

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).

 

Not applicable.

 

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.

 

**EXPLANATORY NOTES**

 

Thepurpose of this Amendment No. 1 to our Annual Report on Form 10-K for thefiscal year ended December 31, 2022, as filed with the Securities and ExchangeCommission on March 28, 2023 (the “Original Form 10-K”), is to file areplacement report on assessment of compliance with servicing criteria andcorresponding attestation report provided by Berkadia Commercial Mortgage LLC,which replacement reports more specifically relate to Berkadia CommercialMortgage LLC’s primary servicing platform. Such revised documents replace thecorresponding documents previously filed as Exhibits 33.10, 33.14, 34.10 and34.14 to the Original Form 10-K. No other changes have been made to theOriginal Form 10-K. This Amendment No. 1 does not reflect subsequent eventsoccurring after the original filing date of the Original Form 10-K.

 

TheMSBAM 2017-C33 mortgage pool includes the following mortgage loans, each ofwhich is serviced pursuant to a separate pooling and servicing agreement (each,an “Outside Pooling and Servicing Agreement”):

 

• the PentagonCenter mortgage loan, which is serviced pursuant to the GSMS 2017-GS6 poolingand servicing agreement attached hereto as Exhibit 4.4;

 

• the Key CenterCleveland mortgage loan, which is serviced pursuant to the CGCMT 2017-P7 poolingand servicing agreement attached hereto as Exhibit 4.2;

 

• the D.C. OfficePortfolio mortgage loan and the Ralph's Food Warehouse Portfolio mortgage loan,which are serviced pursuant to the BANK 2017-BNK4 pooling and servicingagreement attached hereto as Exhibit 4.3; and

 

• the GatewayCrossing mortgage loan, which is serviced pursuant to the MSC 2017-H1 poolingand servicing agreement attached hereto as Exhibit 4.5.

 

Exceptas set forth below, each of the parties to each pooling and servicing agreementlisted in the Exhibit Index both (1) participates in the servicing function forpurposes of Item 1122 of Regulation AB and (2) constitutes a servicer that meetsthe criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB for purposesof Item 1123 of Regulation AB:

 

• The trustee undera pooling and servicing agreement has a nominal role with respect to themortgage pool securitized pursuant to such pooling and servicingagreement.  The trustee’s only servicing function is the contingentobligation to make certain advances if the master servicer under such poolingand servicing agreement fails to do so, while all other servicing functions areperformed by other parties.  The trustee under each of the pooling andservicing agreements listed in the Exhibit Index has confirmed to theregistrant that it has not made any such contingent advances during thereporting period, and consequently, each such trustee does not participate inthe servicing function for purposes of Item 1122 of Regulation AB, nor does itperform the functions of a servicer for purposes of the definition of“servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 ofRegulation AB.

 

• The certificateadministrator under a pooling and servicing agreement performs various paymentadministration functions solely for the securitization governed by such poolingand servicing agreement and the mortgage pool securitized pursuant to suchpooling and servicing agreement and does not have any obligations with respectto any other transaction.  Consequently, the certificate administratorunder an Outside Pooling and Servicing Agreement does not participate in theservicing function for purposes of Item 1122 of Regulation AB, nor does itperform the functions of a servicer for purposes of the definition of“servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 ofRegulation AB.

 

• The operatingadvisor under a pooling and servicing agreement represents the interests ofsenior certificateholders in the transaction governed by such pooling andservicing agreement and is responsible for monitoring the performance of thespecial servicer under such pooling and servicing agreement and producingcertain reports to certificateholders relating to the resolution of themortgage pool securitized pursuant to such pooling and servicingagreement.  The operating advisor under a pooling and servicing agreementdoes not have any obligations with respect to any other transaction and issolely obligated to perform loan reporting functions with respect to thesecuritization governed by such pooling and servicing agreement. Consequently, the operating advisor under an Outside Pooling and ServicingAgreement neither participates in the servicing function for purposes of Item1122 of Regulation AB nor performs the functions of a servicer for purposes ofthe definition of “servicer” under Item 1101 of Regulation AB or for purposesof Item 1123 of Regulation AB.  In addition, while the operating advisorunder a pooling and servicing agreement has certain reporting obligations inrespect of the related mortgage pool, it has no obligation to collect ordisburse funds in respect of the mortgage pool or to administer any of theunderlying mortgage loans.  Consequently, the operating advisor under apooling and servicing agreement participates in the servicing function forpurposes of Item 1122 of Regulation AB, but is not responsible for the “managementor collection of the pool assets or making allocations or distributions toholders of the asset-backed securities” within the meaning of “servicer” underItem 1101 of Regulation AB and does not perform the functions of a servicer forpurposes of Item 1123 of Regulation AB. 

 

• The assetrepresentations reviewer under a pooling and servicing agreement has a limitedobligation to review certain delinquent mortgage loans after a specifieddelinquency threshold has been met and the required percentage of certificateholdersvote to direct a review of such delinquent mortgage loans, and has noobligation to collect or disburse funds in respect of the mortgage pool, toadminister any of the underlying mortgage loans or to perform any servicingfunction.  Consequently, the asset representations reviewer under apooling and servicing agreement does not participate in the servicing functionfor purposes of Item 1122 of Regulation AB, is not responsible for the“management or collection of the pool assets or making allocations ordistributions to holders of the asset-backed securities” within the meaning of“servicer” under Item 1101 of Regulation AB and does not perform the functionsof a servicer for purposes of Item 1123 of Regulation AB.

 

• Deutsche BankTrust Company Americas, is the custodian under the CGCMT 2017-P7 pooling andservicing agreement, pursuant to which the Key Center Cleveland mortgage loanis serviced.  Because Deutsche Bank Trust Company Americas is not theMSBAM 2017-C33 custodian, is not affiliated with any sponsor and services onlythe Key Center Cleveland mortgage loan, which constitutes more than 5% but lessthan 10% of the mortgage pool, Deutsche Bank Trust Company Americas, as CGCMT2017-P7 custodian, constitutes a reporting “servicing function participant” forpurposes of Item 1122 of Regulation AB, as specified in the Instruction 3 toItem 1122, but does not constitute a reporting “servicer” for purposes of Item1123 of Regulation AB, as specified in the Instruction to Item 1123.

• ArgenticServices Company LP is the current special servicer under the MSC 2017-H1pooling and servicing agreement, pursuant to which the Gateway Crossingmortgage loan is serviced. On May 6, 2020, LNR Partners, LLC was replaced asspecial servicer under the MSC 2017-H1 pooling and servicing agreement (otherthan with respect to the One Presidential mortgage loan included in the MSC2017-H1 mortgage pool) and succeeded by Argentic Services Company LP. On June24, 2022, LNR Partners, LLC was replaced as special servicer under the MSC2017-H1 pooling and servicing agreement with respect to the One Presidentialmortgage loan and succeeded by Argentic Services Company LP. Because ArgenticServices Company LP is not the MSBAM 2017-C33 special servicer, is not affiliatedwith any sponsor and services only the Gateway Crossing mortgage loan, whichconstitutes less than 5% of the mortgage pool, Argentic Services Company LP, asMSC 2017-H1 special servicer, does not constitute a reporting “servicingfunction participant” for purposes of Item 1122 of Regulation AB, as specifiedin the Instruction 3 to Item 1122, and does not constitute a reporting“servicer” for purposes of Item 1123 of Regulation AB, as specified in theInstruction to Item 1123.

• LNRPartners, LLC, as special servicer with respect to the One Presidentialmortgage loan under the MSC 2017-H1 pooling and servicing agreement until June24, 2022, only had obligations in respect of the One Presidential mortgage loansecuritized thereunder. Such party had no obligations with respect to theGateway Crossing mortgage loan and therefore in such capacity does notconstitute a reporting “servicing function participant” for purposes of Item1122 of Regulation AB, as specified in the Instruction 3 to Item 1122, and doesnot constitute a reporting “servicer” for purposes of Item 1123 of RegulationAB, as specified in the Instruction to Item 1123.

 

Inaddition, each of the following parties engaged the services of certainservicing function participants and sub-servicers for the reporting period, asset forth below:

 

• Wells Fargo Bank,National Association, as master servicer, engaged the services of KeyBankNational Association, as a sub-servicer in respect of the entire mortgage poolfor the reporting period.

 

• Wells Fargo Bank,National Association, as master servicer, engaged the services of (i) CoreLogicSolutions, LLC as a servicing function participant in respect of the entiremortgage pool for the reporting period, and (ii) Berkadia Commercial Mortgage LLCas a servicing function participant in respect of 2.1% of the mortgage pool forthe reporting period.

 

• Wells Fargo Bank,National Association, as master servicer under the CGCMT 2017-P7 pooling andservicing agreement, pursuant to which the Key Center Cleveland mortgage loanis serviced, engaged the services of CoreLogic Solutions, LLC and BerkadiaCommercial Mortgage LLC, in each case as a servicing function participant inrespect of the Key Center Cleveland mortgage loan for the reporting period.

 

• Wells Fargo Bank, National Association,as master servicer under the BANK 2017-BNK4 pooling and servicing agreement,pursuant to which the D.C. Office Portfolio and Ralph’s Food WarehousePortfolio mortgage loans are serviced, engaged the services of CoreLogicSolutions, LLC as a servicing function participant in respect of the D.C.Office Portfolio and Ralph’s Food Warehouse Portfolio mortgage loans for thereporting period.

 

• On November 1, 2021, pursuant to thesecond amended and restated servicing agreement attached hereto as Exhibit99.12, Computershare Trust Company, National Association was engaged to performall or virtually all of Wells Fargo Bank, National Association’s roles ascertificate administrator, custodian and trustee, as applicable, under (i) thepooling and servicing agreement and (ii) each Outside Pooling and ServicingAgreement

 

 

 

| **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.**    |
|              | Omitted.                        |
|              |                            |   |

 

| **PART II**  |                                                                                                                |
|-------------------|---------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                |
| **Item 5.**  | **Market for Registrant's Common  Equity, Related Stockholder Matters and Issuer Purchases of Equity  Securities.** |
|              | Omitted.                                                                                                            |
| **Item 6.**  | **[Reserved]**                                                                                                      |
| **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.**                                           |
|              | 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 Accountant Fees  and Services.**                                                         |
|              | Omitted.                                                                                             |
|              |                                                                                                 |   |

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

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

 

Not applicable.

 

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

 

Noentity or group of affiliated entities provides any enhancement or other supportfor the certificates as described under Item 1114 (a) of Regulation AB.

 

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

 

Noentity or group of affiliated entities provides any derivative instruments forthe certificates as described under Item 1115 of Regulation AB.

 

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

 

Theregistrant knows of no legal proceeding pending against the sponsors,depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation AB, orother party contemplated by Item 1100(d)(1) of Regulation AB, or of which anyproperty of the foregoing is the subject, that is material to security holders,other than as follows:

 

InDecember 2014, Phoenix Light SF Limited (Phoenix Light) and certain relatedentities filed a complaint in the United States District Court for the SouthernDistrict of New York alleging claims against Wells Fargo Bank, N.A., in itscapacity as trustee for a number of residential mortgage-backed securities(RMBS) trusts. Complaints raising similar allegations have been filed byCommerzbank AG in the Southern District of New York and by IKB Internationaland IKB Deutsche Industriebank in New York state court. In each case, theplaintiffs allege that Wells Fargo Bank, N.A., as trustee, caused losses toinvestors, and plaintiffs assert causes of action based upon, among otherthings, the trustee’s alleged failure to notify and enforce repurchaseobligations of mortgage loan sellers for purported breaches of representationsand warranties, notify investors of alleged events of default, and abide byappropriate standards of care following alleged events of default. In July2022, the district court dismissed Phoenix Light’s claims and certain of theclaims asserted by Commerzbank AG, and subsequently entered judgment in eachcase in favor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light andCommerzbank AG appealed the district court’s decision to the United StatesCourt of Appeals for the Second Circuit. Wells Fargo Bank, N.A. previouslysettled two class actions filed by institutional investors and an action filedby the National Credit Union Administration with similar allegations. In addition,Park Royal I LLC and Park Royal II LLC have filed substantially similarlawsuits in New York state court alleging Wells Fargo Bank, N.A., as trustee,failed to take appropriate actions upon learning of defective mortgage loandocumentation.

 

DeutscheBank Trust Company Americas (“DBTCA”) and Deutsche Bank National Trust Company(“DBNTC”) have been sued by investors in civil litigation concerning their roleas trustees of certain residential mortgage-backed securities (“RMBS”) trusts. 

 

OnJune 18, 2014, a group of investors, including funds managed by BlackrockAdvisors, LLC, PIMCO-Advisors, L.P., and others, filed an action against DBNTCand DBTCA in New York State Supreme Court alleging that DBNTC and DBTCA failedto perform purported duties, as trustees for 544 private-label RMBS trusts, toenforce breaches of representations and warranties as to mortgage loans held bythe trusts and to enforce breaches by servicers of their mortgage loanservicing obligations for the trusts.  During the course of thelitigation, plaintiffs dismissed the case from New York State Supreme Court andrefiled two separate cases, one in the U.S. District Court for the SouthernDistrict of New York (the “BlackRock SDNY Case”) and the other in the SuperiorCourt of California, Orange County (the “BlackRock California Case”). Pursuant to a settlement among the parties, the BlackRock SDNY Case wasdismissed on December 6, 2018, and the BlackRock California Case was dismissedon January 11, 2019.

 

OnSeptember 27, 2017, DBTCA was added as a defendant to a case brought by certainspecial purpose entities including Phoenix Light SF Limited in the U.S.District Court for the Southern District of New York, in which the plaintiffspreviously alleged incorrectly that DBNTC served as trustee for all 43 of thetrusts at issue.  On September 27, 2017, plaintiffs filed a third amendedcomplaint that names DBTCA as a defendant in addition to DBNTC.  DBTCAserves as trustee for one of the 43 trusts at issue.  DBNTC serves as trusteefor the other 42 trusts at issue.  Plaintiffs’ third amended complaintbrings claims for violation of the U.S. Trust Indenture Act of 1939 (“TIA”);breach of contract; breach of fiduciary duty; negligence and gross negligence;violation of New York’s Streit Act; and breach of the covenant of goodfaith.  However, in the third amended complaint, plaintiffs acknowledgethat, before DBTCA was added to the case, the court dismissed plaintiffs’ TIAAct claims, negligence and gross negligence claims, Streit Act claims, claimsfor breach of the covenant of good faith, and certain theories of plaintiffs’breach of contract claims, and plaintiffs only include these claims to preserveany rights on appeal.  Plaintiffs allege damages of “hundreds of millionsof dollars.”  On November 13, 2017, DBNTC and DBTCA filed an answer to thethird amended complaint.  On December 7, 2018, DBNTC and DBTCA filed amotion for summary judgment.  Also on December 7, 2018, plaintiffs,jointly with Commerzbank AG (see description of Commerzbank case below), fileda motion for partial summary judgment.  On October 27, 2021, DBNTC andDBTCA filed a supplemental motion for summary judgment relating to plaintiffs’standing.  On February 8, 2022, the court issued an order in which itgranted DBNTC and DBTCA’s supplemental motion for summary judgment, granted inpart DBNTC and DBTCA’s initial motion for summary judgment, and deniedplaintiffs’ motion for partial summary judgment.  As a result of thatorder, all of plaintiffs’ claims were dismissed with prejudice. On March 10,2022, plaintiffs filed a notice of appeal to the United States Court of Appealsfor the Second Circuit with respect to the court’s orders on the motions todismiss and for summary judgment.

 

OnNovember 30, 2017, DBTCA was added as a defendant to a case brought byCommerzbank AG (“Commerzbank”) in the U.S. District Court for the SouthernDistrict of New York, in which Commerzbank previously alleged incorrectly thatDBNTC served as trustee for all 50 of the trusts at issue.  On November30, 2017, Commerzbank filed a second amended complaint that names DBTCA as adefendant in addition to DBNTC.  DBTCA serves as trustee for 1 of the 50trusts at issue.  DBNTC serves as trustee for the other 49 trusts atissue.  Commerzbank’s second amended complaint brings claims for violationof the TIA; breach of contract; breach of fiduciary duty; negligence; violationof the Streit Act; and breach of the covenant of good faith.  However, inthe second amended complaint, Commerzbank acknowledges that, before DBTCA wasadded to the case, the court dismissed Commerzbank’s TIA claims for the trustsgoverned by pooling and servicing agreements, as well as its Streit Act claimsand claims for breach of the covenant of good faith, and Commerzbank only includesthese claims to preserve any rights on appeal.  The second amendedcomplaint alleges that DBNTC and DBTCA caused Commerzbank to suffer “hundredsof millions of dollars in losses,” but the complaint does not include a demandfor money damages in a sum certain.  On January 29, 2018, DBNTC and DBTCAfiled an answer to the second amended complaint.  On December 7, 2018,DBNTC and DBTCA filed a motion for summary judgment.  Also on December 7,2018, Commerzbank, jointly with the Phoenix Light plaintiffs, filed a motionfor partial summary judgment.  On February 8, 2022, the court issued anorder in which it granted in part DBNTC and DBTCA’s motion for summary judgmentand denied plaintiffs’ motion for partial summary judgment.  As a resultof that order, many of plaintiffs’ claims and theories were dismissed withprejudice.  Discovery is ongoing.

 

OnDecember 30, 2015, IKB International, S.A. in Liquidation and IKB DeutscheIndustriebank A.G. (collectively, “IKB”), as an investor in 37 RMBS trusts,filed a summons with notice in the Supreme Court of the State of New York, NewYork County, against DBNTC and DBTCA as trustees of the trusts.  On May27, 2016, IKB served its complaint asserting claims for breach of contract,breach of fiduciary duty, breach of duty to avoid conflicts of interest,violation of the Streit Act, violation of the TIA, violation of Regulation AB,and violation of Section 9 of the Uniform Commercial Code.  IKB allegesthat DBNTC and DBTCA are liable for over U.S. $268 million in damages.  OnOctober 5, 2016, DBNTC and DBTCA, together with several other trusteesdefending lawsuits by IKB, filed a joint motion to dismiss.  On January 6,2017 and June 20, 2017, IKB voluntarily dismissed with prejudice all claims asto seven trusts.  On January 27, 2021, the court granted in part anddenied in part DBNTC and DBTCA’s motion to dismiss.  The court granted themotion to dismiss with respect to IKB’s claims for violations of the StreitAct, Regulation AB, and Section 9 of the Uniform Commercial Code, as well ascertain aspects of IKB’s claims for breach of contract, breach of fiduciaryduty, and violation of the TIA.  The court denied the remainder of themotion to dismiss.  IKB’s remaining claims for breach of contract, breachof fiduciary duty, breach of duty to avoid conflicts of interest, and violationof the TIA will proceed.  On May 10, 2021, DBNTC and DBTCA filed a noticeof appeal with the New York Supreme Court Appellate Division, First Department,regarding certain aspects of the court’s order on the motion to dismiss. On May 20, 2021, IKB filed a notice of cross appeal with respect to otheraspects of that order.  On August 30, 2022, the New York Supreme Court,Appellate Division, First Department affirmed in part and reversed in part thecourt’s order on the motion to dismiss.  On November 10, 2022, the FirstDepartment granted DBNTC and DBTCA’s motion for leave to appeal to the Court ofAppeals, and denied IKB’s separate motion for reargument and leave toappeal.  On June 2, 2021, IKB filed a motion for re-argument regardingcertain aspects of the court’s order on the motion to dismiss, which the courtdenied on August 3, 2021.  On May 13, 2021, DBNTC and DBTCA filed ananswer to the complaint.  On October 28, 2021, the parties filed a stipulation,voluntarily dismissing with prejudice all claims as to seven additionaltrusts.  On December 29, 2021, the parties filed a stipulation,voluntarily dismissing with prejudice all claims as to one additionaltrust.  On April 22, 2022, the parties filed a stipulation, voluntarilydismissing with prejudice all claims as to 17 certificates at issue (includingall claims as to 5 trusts), leaving 17 trusts at issue.  Discovery isongoing.

 

Itis DBTCA’s belief that it has no pending legal proceedings (including, based onDBTCA’s present evaluation, the litigation disclosed in the foregoingparagraphs) that would materially affect its ability to perform its dutiesunder the related servicing agreement.

 

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

 

Theinformation regarding this Item has been provided previously in an annualreport on Form 10-K of the issuing entity or in the prospectus of the issuingentity filed in a 424(b)(2) filing dated May 12, 2017.

 

**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.

 

Thereport on assessment of compliance with applicable servicing criteria furnishedpursuant to Item 1122 of Regulation AB by KeyBank National Associationdiscloses that a material instance of noncompliance occurred, as described below:

 

KeyBankNational Association (KeyBank) has identified the following material instanceof noncompliance with servicing criteria 1122(d)(4)(ix) during the calendar yearended December 31, 2022, with respect to the Platform. The material instance ofnoncompliance does not relate to KeyBank’s performance under any pooling andservicing agreement applicable to the securitization transaction that is thesubject of this Form 10-K.

 

1)Servicing Criteria impacted 

 

1122(d)(4)(ix) –Adjustments to interest rates or ratesof return for pool assets with variable rates are computed based on the relatedpool asset documents. 

 

2)Material Instance of Noncompliance with Servicing Criteria

 

During compliance testing, it was discovered, that notall FlexARM loan mortgagors were offered loan rates within 45-60 days beforethe rate change date, as required per the related pool asset documents. Per theNote, if the holder fails to offer a loan rate within 45-60 days of any changedate a margin of 2.25% is to be used. Given the notification was not made tothe borrowers, a 3% margin was incorrectly applied. The noncompliance in Item1122 (d)(4)(ix) is related to a servicing portfolio which is wholly owned bythe investor and is not held in a publicly traded security. 

 

3)Remediation

 

The following remediation procedures have beeninitiated by KeyBank: (i) the impacted mortgage loans are currently in theprocess of being identified, (ii) investor contact has been initiated, (iii)corrective actions are being considered and will be tracked and monitored bysenior management, (iv) procedures will be reviewed and revised, if necessary,to include new tracking and action steps to prevent this situation fromrecurring in the future, and (v) training will be provided to the relevantstaff 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) Exhibits.

 

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

 

(33)  Reports on assessmentof compliance with servicing criteria for asset-backed securities.

 

33.10 Berkadia Commercial Mortgage LLC, as ServicingFunction Participant

 

33.14Berkadia Commercial Mortgage LLC, as ServicingFunction Participant under the CGCMT 2017-P7 securitization, pursuant to whichthe following mortgage loans were serviced by such party: Key Center Cleveland(from 1/1/22 to 12/31/22) (See exhibit 33.10)

 

(34). Attestation reportson assessment of compliance with servicing criteria for asset-backedsecurities.

 

34.10 Berkadia Commercial Mortgage LLC, as ServicingFunction Participant

 

34.14Berkadia Commercial Mortgage LLC, as ServicingFunction Participant under the CGCMT 2017-P7 securitization, pursuant to whichthe following mortgage loans were serviced by such party: Key Center Cleveland(from 1/1/22 to 12/31/22) (See exhibit 34.10)

 

(b)See (a) above.

 

(c) NotApplicable.

 

**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.

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: August 1, 2023