**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K**

(Mark one)

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

**    For the fiscal year endedDecember 31, 2021 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 its charter)**

 

**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 was requiredto file such reports), and (2) has been subject to such filing requirements forthe past 90 days.

 

  YesX No ___

 

Indicateby check mark whether the registrant has submitted electronically every InteractiveData File required to be submitted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files).

 

  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 the Sarbanes-OxleyAct (15 U.S.C. 7262(b)) by the registered public accounting firm that preparedor issued its audit report.

 

  Notapplicable.

 

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**

 

The MSBAM 2017-C33 mortgage pool includesthe following mortgage loans, each of which is serviced pursuant to a separatepooling and servicing agreement (each, an “Outside Pooling and ServicingAgreement”):

 

• the Pentagon Center mortgage loan, which is serviced pursuant tothe GSMS 2017-GS6 pooling and servicing agreement attached hereto as Exhibit4.4;

 

• the Key Center Cleveland mortgage loan, which is servicedpursuant to the CGCMT 2017-P7 pooling and servicing agreement attached heretoas Exhibit 4.2;

 

• the D.C. Office Portfolio mortgage loan and the Ralph's FoodWarehouse Portfolio mortgage loan, which are serviced pursuant to the BANK2017-BNK4 pooling and servicing agreement attached hereto as Exhibit 4.3; and

 

• the Gateway Crossing mortgage loan, which is serviced pursuantto the MSC 2017-H1 pooling and servicing agreement attached hereto as Exhibit4.5.

 

Except as set forth below, each of theparties to each pooling and servicing agreement listed in the Exhibit Indexboth (1) participates in the servicing function for purposes of Item 1122 ofRegulation AB and (2) constitutes a servicer that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB for purposes of Item 1123 ofRegulation AB:

 

• The trustee under a pooling and servicing agreement has anominal role with respect to the mortgage pool securitized pursuant to suchpooling and servicing agreement.  The trustee’s only servicing function isthe contingent obligation to make certain advances if the master servicer undersuch pooling and servicing agreement fails to do so, while all other servicingfunctions are performed by other parties.  The trustee under each of thepooling and servicing agreements listed in the Exhibit Index has confirmed tothe registrant 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 certificate administrator under a pooling and servicingagreement performs various payment administration functions solely for thesecuritization governed by such pooling and servicing agreement and themortgage pool securitized pursuant to such pooling and servicing agreement anddoes not have any obligations with respect to any other transaction. Consequently, the certificate administrator under an Outside Pooling andServicing Agreement does not participate in the servicing function for purposesof Item 1122 of Regulation AB, nor does it perform the functions of a servicerfor purposes of the definition of “servicer” under Item 1101 of Regulation ABor for purposes of Item 1123 of Regulation AB.

 

• The operating advisor under a pooling and servicing agreementrepresents the interests of senior certificateholders in the transactiongoverned by such pooling and servicing agreement and is responsible formonitoring the performance of the special servicer under such pooling andservicing agreement and producing certain reports to certificateholdersrelating to the resolution of the mortgage pool securitized pursuant to suchpooling and servicing agreement.  The operating advisor under a poolingand servicing agreement does not have any obligations with respect to any othertransaction and is solely obligated to perform loan reporting functions withrespect to the securitization governed by such pooling and servicingagreement.  Consequently, the operating advisor under an Outside Poolingand Servicing Agreement neither participates in the servicing function forpurposes of Item 1122 of Regulation AB nor performs the functions of a servicerfor purposes of the definition of “servicer” under Item 1101 of Regulation ABor for purposes of Item 1123 of Regulation AB.  In addition, while theoperating advisor under a pooling and servicing agreement has certain reportingobligations in respect of the related mortgage pool, it has no obligation tocollect or disburse funds in respect of the mortgage pool or to administer anyof the underlying mortgage loans.  Consequently, the operating advisorunder a pooling and servicing agreement participates in the servicing functionfor purposes of Item 1122 of Regulation AB, but 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. 

 

• The asset representations reviewer under a pooling and servicingagreement has a limited obligation to review certain delinquent mortgage loansafter a specified delinquency threshold has been met and the requiredpercentage of certificateholders vote to direct a review of such delinquentmortgage loans, and has no obligation to collect or disburse funds in respectof the mortgage pool, to administer any of the underlying mortgage loans or toperform any servicing function.  Consequently, the asset representationsreviewer under a pooling and servicing agreement does not participate in theservicing function for purposes of Item 1122 of Regulation AB, is notresponsible for the “management or collection of the pool assets or makingallocations or distributions to holders of the asset-backed securities” withinthe meaning of “servicer” under Item 1101 of Regulation AB and does not performthe functions of a servicer for purposes of Item 1123 of Regulation AB.

 

• Deutsche Bank Trust Company Americas, is the custodian under theCGCMT 2017-P7 pooling and servicing agreement, pursuant to which the Key CenterCleveland mortgage loan is serviced.  Because Deutsche Bank Trust CompanyAmericas is not the MSBAM 2017-C33 custodian, is not affiliated with any sponsorand services only the Key Center Cleveland mortgage loan, which constitutesmore than 5% but less than 10% of the mortgage pool, Deutsche Bank TrustCompany Americas, as CGCMT 2017-P7 custodian, constitutes a reporting“servicing function participant” for purposes of Item 1122 of Regulation AB, asspecified in the Instruction 3 to Item 1122, but does not constitute areporting “servicer” for purposes of Item 1123 of Regulation AB, as specifiedin the Instruction to Item 1123.

• Argentic Services Company LP is the current special servicerunder the MSC 2017-H1 pooling and servicing agreement, pursuant to which theGateway Crossing mortgage loan is serviced. On May 6, 2020, LNR Partners, LLCwas replaced as special servicer under the MSC 2017-H1 pooling and servicingagreement and succeeded by Argentic Services Company LP. Because ArgenticServices Company LP is not the MSBAM 2017-C33 special servicer, is notaffiliated with any sponsor and services only the Gateway Crossing mortgageloan, which constitutes less than 5% of the mortgage pool, Argentic ServicesCompany LP, as MSC 2017-H1 special servicer, does not constitute a reporting“servicing function participant” for purposes of Item 1122 of Regulation AB, asspecified in the Instruction 3 to Item 1122, and does not constitute areporting “servicer” for purposes of Item 1123 of Regulation AB, as specifiedin the Instruction to Item 1123.

• LNR Partners, LLC, as special servicer with respect to the OnePresidential mortgage loan under the MSC 2017-H1 pooling and servicingagreement, only has obligations in respect of the One Presidential mortgageloan securitized thereunder. Such party has 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.

• National Tax Search, LLC merged into CoreLogic Solutions, LLC in2021.  CoreLogic Solutions, LLC’s report on assessment of compliance withservicing criteria and registered public accounting firm attestation report, ineach case provided pursuant to Item 1122 of Regulation AB, also relate toNational Tax Search, LLC’s platform for the reporting period.

 

In addition, each of the following partiesengaged the services of certain servicing function participants andsub-servicers for the reporting period, as set forth below:

 

• Wells Fargo Bank, National Association, as master servicer,engaged the services of KeyBank National Association, as a sub-servicer inrespect of the entire mortgage pool for the reporting period.

 

• Wells Fargo Bank, National Association, as master servicer,engaged the services of (i) CoreLogic Solutions, LLC and National Tax Search,LLC, in each case as a servicing function participant in respect of the entiremortgage pool for the reporting period, and (ii) Berkadia Commercial MortgageLLC as a servicing function participant in respect of 2.0% of the mortgage poolfor the reporting period.

 

• Wells Fargo Bank, National Association, as master servicer underthe CGCMT 2017-P7 pooling and servicing agreement, pursuant to which the KeyCenter Cleveland mortgage loan is serviced, engaged the services of CoreLogicSolutions, LLC, National Tax Search, LLC and Berkadia Commercial Mortgage LLC,in each case as a servicing function participant in respect of the Key CenterCleveland 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 and National Tax Search, LLC, in each case as a servicingfunction participant in respect of the D.C. Office Portfolio and Ralph’s FoodWarehouse Portfolio mortgage loans for the reporting 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.**  | **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.                                                                                                               |
|              |                                                                                                                |   |

 

| **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 othersupport for 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 and certain related entities and theNational Credit Union Administration (NCUA) filed complaints in the UnitedStates District Court for the Southern District of New York against Wells FargoBank, alleging claims against Wells Fargo Bank in its capacity as trustee for anumber of residential mortgage-backed securities 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, astrustee, 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. Wells Fargo Bank previously settled two class action lawsuits withsimilar allegations that were filed in November 2014 and December 2016 byinstitutional investors in the Southern District of New York and New York statecourt, respectively. In addition, Park Royal I LLC and Park Royal II LLC havefiled complaints in New York state court alleging Wells Fargo Bank, N.A., astrustee, failed to take appropriate actions upon learning of defective mortgageloan documentation. In March 2021, the Company entered into an agreement toresolve the case filed by the NCUA.

 

Inaddition to the foregoing cases, in August 2014 and August 2015 Nomura Credit& Capital Inc. (“Nomura”) and Natixis Real Estate Holdings, LLC (“Natixis”)filed a total of seven third-party complaints against Wells Fargo Bank in NewYork state court. In the underlying first-party actions, Nomura and Natixishave been sued for alleged breaches of representations and warranties made inconnection with residential mortgage-backed securities sponsored by them. Inthe third-party actions, Nomura and Natixis allege that Wells Fargo Bank, asmaster servicer, primary servicer or securities administrator, failed to notifyNomura and Natixis of their own breaches, failed to properly oversee the primaryservicers, and failed to adhere to accepted servicing practices. Natixisadditionally alleges that Wells Fargo Bank failed to perform default oversightduties. Wells Fargo Bank has asserted counterclaims alleging that Nomura andNatixis failed to provide Wells Fargo Bank notice of their representation andwarranty breaches.

 

Withrespect to each of the foregoing litigations, Wells Fargo Bank believesplaintiffs' claims are without merit and intends to contest the claimsvigorously, but there can be no assurances as to the outcome of the litigationsor the possible impact of the litigations on Wells Fargo Bank or the relatedRMBS trusts.

 

Deutsche Bank Trust Company Americas (“DBTCA”) andDeutsche Bank National Trust Company (“DBNTC”) have been sued by investors incivil litigation concerning their role as trustees of certain residentialmortgage-backed securities (“RMBS”) trusts. 

On June 18, 2014, a group of investors, including fundsmanaged by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed anaction against DBNTC and DBTCA in New York State Supreme Court alleging thatDBNTC and DBTCA failed to perform purported duties, as trustees for 544private-label RMBS trusts, to enforce breaches of representations andwarranties as to mortgage loans held by the trusts and to enforce breaches byservicers of their mortgage loan servicing obligations for the trusts. During the course of the litigation, plaintiffs dismissed the case from NewYork State Supreme Court and refiled two separate cases, one in the U.S.District Court for the Southern District of New York (the “BlackRock SDNYCase”) and the other in the Superior Court of California, Orange County (the“BlackRock California Case”).  Pursuant to a settlement among the parties,the BlackRock SDNY Case was dismissed on December 6, 2018, and the BlackRockCalifornia Case was dismissed on January 11, 2019.

On September 27, 2017, DBTCA was added as a defendantto a case brought by certain special purpose entities including Phoenix LightSF Limited in the U.S. District Court for the Southern District of New York, inwhich the plaintiffs previously alleged incorrectly that DBNTC served astrustee for all 43 of the trusts at issue.  On September 27, 2017,plaintiffs filed a third amended complaint that names DBTCA as a defendant inaddition to DBNTC.  DBTCA serves as trustee for one of the 43 trusts atissue.  DBNTC serves as trustee for the other 42 trusts at issue. Plaintiffs’ third amended complaint brings claims for violation of the U.S.Trust Indenture Act of 1939 (“TIA”); breach of contract; breach of fiduciaryduty; negligence and gross negligence; violation of New York’s Streit Act; andbreach of the covenant of good faith.  However, in the third amendedcomplaint, plaintiffs acknowledge that, before DBTCA was added to the case, thecourt dismissed plaintiffs’ TIA Act claims, negligence and gross negligenceclaims, Streit Act claims, claims for breach of the covenant of good faith, andcertain theories of plaintiffs’ breach of contract claims, and plaintiffs onlyinclude these claims to preserve any rights on appeal.  Plaintiffs allegedamages of “hundreds of millions of dollars.”  On November 13, 2017, DBNTCand DBTCA filed an answer to the third amended complaint.  On December 7,2018, DBNTC and DBTCA filed a motion for summary judgment.  Also onDecember 7, 2018, plaintiffs, jointly with Commerzbank AG (see description ofCommerzbank case below), filed a motion for partial summary judgment.  OnOctober 27, 2021, DBNTC and DBTCA filed a supplemental motion for summaryjudgment relating to plaintiffs’ standing.  On February 8, 2022, the courtissued an order in which it granted DBNTC and DBTCA’s supplemental motion forsummary judgment, granted in part DBNTC and DBTCA’s initial motion for summary judgment,and denied plaintiffs’ motion for partial summary judgment.  As a resultof that order, all of plaintiffs’ claims were dismissed with prejudice.

On November 30, 2017, DBTCA was added as a defendant toa case brought by Commerzbank AG (“Commerzbank”) in the U.S. District Court forthe Southern District of New York, in which Commerzbank previously allegedincorrectly that DBNTC served as trustee for all 50 of the trusts atissue.  On November 30, 2017, Commerzbank filed a second amended complaintthat names DBTCA as a defendant in addition to DBNTC.  DBTCA serves astrustee for 1 of the 50 trusts at issue.  DBNTC serves as trustee for theother 49 trusts at issue.  Commerzbank’s second amended complaint bringsclaims for violation of the TIA; breach of contract; breach of fiduciary duty;negligence; violation of the Streit Act; and breach of the covenant of goodfaith.  However, in the second amended complaint, Commerzbank acknowledgesthat, before DBTCA was added to the case, the court dismissed Commerzbank’s TIAclaims for the trusts governed by pooling and servicing agreements, as well asits Streit Act claims and claims for breach of the covenant of good faith, andCommerzbank only includes these claims to preserve any rights on appeal. The second amended complaint alleges that DBNTC and DBTCA caused Commerzbank tosuffer “hundreds of millions of dollars in losses,” but the complaint does notinclude a demand for money damages in a sum certain.  On January 29, 2018,DBNTC and DBTCA filed an answer to the second amended complaint.  OnDecember 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, Commerzbank, jointly with the Phoenix Lightplaintiffs, filed a motion for partial summary judgment.  On February 8,2022, the court issued an order in which it granted in part DBNTC and DBTCA’smotion for summary judgment and denied plaintiffs’ motion for partial summaryjudgment.  As a result of that order, many of plaintiffs’ claims andtheories were dismissed with prejudice.  Discovery is ongoing.

On December 30, 2015, IKB International, S.A. inLiquidation and IKB Deutsche Industriebank A.G. (collectively, “IKB”), as aninvestor in 37 RMBS trusts, filed a summons with notice in the Supreme Court ofthe State of New York, New York County, against DBNTC and DBTCA as trustees ofthe trusts.  On May 27, 2016, IKB served its complaint asserting claimsfor breach of contract, breach of fiduciary duty, breach of duty to avoidconflicts of interest, violation of the Streit Act, violation of the TIA,violation of Regulation AB, and violation of Section 9 of the UniformCommercial Code.  IKB alleges that DBNTC and DBTCA are liable for overU.S. $268 million in damages.  On October 5, 2016, DBNTC and DBTCA,together with several other trustees defending lawsuits by IKB, filed a jointmotion to dismiss.  On January 6, 2017 and June 20, 2017, IKB voluntarilydismissed with prejudice all claims as to seven trusts.  On January 27,2021, the court granted in part and denied in part DBNTC and DBTCA’s motion todismiss.  The court granted the motion to dismiss with respect to IKB’sclaims for violations of the Streit Act, Regulation AB, and Section 9 of theUniform Commercial Code, as well as certain aspects of IKB’s claims for breach ofcontract, breach of fiduciary duty, and violation of the TIA.  The courtdenied the remainder of the motion to dismiss.  IKB’s remaining claims forbreach of contract, breach of fiduciary duty, breach of duty to avoid conflictsof interest, and violation of the TIA will proceed.  On May 10, 2021,DBNTC and DBTCA filed a notice of appeal with the New York Supreme CourtAppellate Division, First Department, regarding certain aspects of the court’sorder on the motion to dismiss.  That appeal has been fully briefed. On May 20, 2021, IKB filed a notice of cross appeal with respect to otheraspects of that order.  That appeal is being briefed.  On June 2,2021, IKB filed a motion for re-argument regarding certain aspects of thecourt’s order on the motion to dismiss, which the court denied on August 3,2021.  On May 13, 2021, DBNTC and DBTCA filed an answer to thecomplaint.  On October 28, 2021, the parties filed a stipulation,voluntarily dismissing with prejudice all claims as to seven additional trusts. On December 29, 2021, the parties filed a stipulation, voluntarily dismissingwith prejudice all claims as to one additional trust.  Discovery isongoing.

It is DBTCA’s belief that it has no pending legalproceedings (including, based on DBTCA’s present evaluation, the litigationdisclosed in the foregoing paragraphs) that would materially affect its abilityto perform its duties under the related servicing agreement for thistransaction.

 

**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.

 

**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.

 

(4.1)Pooling and Servicing Agreement, dated as of May 1,2017, between Morgan Stanley Capital I Inc., as depositor, Midland LoanServices, a Division of PNC Bank, National Association, as master servicer,Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, NationalAssociation, as trustee, certificate administrator, certificate registrar,authenticating agent and custodian, and Park Bridge Lender Services LLC, asoperating advisor and asset representations reviewer (filed as Exhibit 4.1 tothe registrant's Current Report on Form 8-K/A filed on January 25, 2018 underSEC File No. 333-206582-07 and incorporated by reference herein).

 

(4.2)Pooling and Servicing Agreement, dated as of April 1,2017, between Citigroup Commercial Mortgage Securities Inc., as depositor,Wells Fargo Bank, National Association, as master servicer, Rialto CapitalAdvisors, LLC, as special servicer, Citibank, N.A., as certificateadministrator and custodian, Deutsche Bank Trust Company Americas, as trustee,and Park Bridge Lender Services LLC, as operating advisor and as asset representationsreviewer, relating to the CGCMC 2017-P7 securitization transaction, pursuant towhich the Key Center Cleveland Mortgage Loan is serviced (filed as Exhibit 4.3to the registrant's Current Report on Form 8-K filed on May 12, 2017 under SECFile No. 333-206582-07 and incorporated by reference herein).

 

(4.3)Pooling and Servicing Agreement, dated as of April 1,2017, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor,Wells Fargo Bank, National Association, as master servicer and certificateadministrator, Rialto Capital Advisors, LLC, as special servicer, WilmingtonTrust, National Association, as trustee, and Pentalpha Surveillance LLC, asoperating advisor and as asset representations reviewer, relating the to theBANK 2017-BNK4 securitization transaction, pursuant to which the D.C. OfficePortfolio Mortgage Loan and Ralph's Food Warehouse Portfolio Mortgage Loan areserviced (filed as Exhibit 4.4 to the registrant's Current Report on Form 8-K/Afiled on January 25, 2018 under SEC File No. 333-206582-07 and incorporated byreference herein), as amended pursuant to that certain Amendment No. 1 toPooling and Servicing Agreement, dated as of June 18, 2018, between Wells FargoCommercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, NationalAssociation, as master servicer Rialto Capital Advisors, LLC, special servicer,Wells Fargo Bank, National Association, as certificate administrator,Wilmington Trust, National Association, as trustee, and Pentalpha SurveillanceLLC, as operating advisor and as asset representations reviewer (filed asExhibit 4.7 to the registrant's Current Report on Form 8-K filed on June 25,2018 under SEC File No. 333-206582-07 and incorporated by reference herein).

 

(4.4)Pooling and Servicing Agreement, dated as of May 1,2017, between GS Mortgage Securities Corporation II, as depositor, Midland LoanServices, a Division of PNC Bank, National Association, as master servicer andspecial servicer, Wells Fargo Bank, National Association, as certificateadministrator and trustee, and Pentalpha Surveillance LLC, as operating advisorand asset representations reviewer, relating to the GSMS 2017-GS6securitization transaction, pursuant to which the Pentagon Center Mortgage Loanis serviced (filed as Exhibit 4.5 to the registrant's Current Report on Form8-K filed on June 5, 2017 under SEC File No. 333-206582-07 and incorporated byreference herein).

 

(4.5)Pooling and Servicing Agreement, dated as of June 1,2017, between Morgan Stanley Capital I Inc., as depositor, Midland LoanServices, a Division of PNC Bank, National Association, as master servicer, LNRPartners, LLC, as special servicer, Wells Fargo Bank, National Association, ascertificate administrator and trustee, and Trimont Real Estate Advisors, LLC,as operating advisor and asset representations reviewer, related to the MSC2017-H1 securitization transaction, pursuant to which the Gateway CrossingMortgage Loan is serviced (filed as Exhibit 4.6 to the registrant's CurrentReport on Form 8-K/A filed on January 25, 2018 under SEC File No. 333-206582-07and incorporated by reference herein).

 

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

 

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

 

33.1 Wells Fargo Bank, National Association, as CertificateAdministrator

 

33.2 Computershare Trust Company, National Association, as ServicingFunction Participant for the Certificate Administrator (from 11/1/21 to12/31/21)

 

33.3 Wells Fargo Bank, National Association, as Custodian

 

33.4 Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (from 11/1/21 to 12/31/21)

 

33.5 Wells Fargo Bank, National Association, as MasterServicer

 

33.6 Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer

 

33.7 Park Bridge Lender Services LLC, as Operating Advisor

 

33.8 KeyBank National Association, as Primary Servicer

 

33.9 CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

33.10 Berkadia Commercial Mortgage LLC, as ServicingFunction Participant

 

33.11 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the GSMS 2017-GS6securitization, pursuant to which the following mortgage loans were serviced bysuch party: Pentagon Center (from 1/1/21 to 12/31/21) (See exhibit 33.6)

 

33.12 Wells Fargo Bank, National Association, as MasterServicer under the CGCMT 2017-P7 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Key Center Cleveland(from 1/1/21 to 12/31/21) (See exhibit 33.5)

 

33.13 CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the CGCMT 2017-P7 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Key Center Cleveland(from 1/1/21 to 12/31/21) (See exhibit 33.9)

 

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 1/1/21 to 12/31/21) (See exhibit 33.10)

 

33.15 Wells Fargo Bank, National Association, as Master Servicerunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced by such party: D.C. Office Portfolio (from 1/1/21to 12/31/21) and Ralph's Food Warehouse Portfolio (from 1/1/21 to 12/31/21)(See exhibit 33.5)

 

33.16 CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2017-BNK4 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: D.C. Office Portfolio(from 1/1/21 to 12/31/21) and Ralph's Food Warehouse Portfolio (from 1/1/21 to12/31/21) (See exhibit 33.9)

 

33.17 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2017-H1 securitization,pursuant to which the following mortgage loans were serviced by such party:Gateway Crossing (from 1/1/21 to 12/31/21) (See exhibit 33.6)

 

33.18 Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the GSMS 2017-GS6securitization, pursuant to which the following mortgage loans were serviced bysuch party: Pentagon Center (from 1/1/21 to 12/31/21) (See exhibit 33.6)

 

33.19 Rialto Capital Advisors, LLC, as Special Servicerunder the CGCMT 2017-P7 securitization, pursuant to which the followingmortgage loans were serviced by such party: Key Center Cleveland (from 1/1/21to 12/31/21)

 

33.20 Rialto Capital Advisors, LLC, as Special Servicerunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced by such party: D.C. Office Portfolio (from 1/1/21to 12/31/21) and Ralph's Food Warehouse Portfolio (from 1/1/21 to 12/31/21)(See exhibit 33.19)

 

33.21 Wells Fargo Bank, National Association, as Custodianunder the GSMS 2017-GS6 securitization, pursuant to which the followingmortgage loans were serviced by such party: Pentagon Center (from 1/1/21 to12/31/21) (See exhibit 33.3)

 

33.22 Computershare Trust Company, National Association, asServicing Function Participant under the GSMS 2017-GS6 securitization, pursuantto which the following mortgage loans were serviced by such party: PentagonCenter (from 11/1/21 to 12/31/21) (See exhibit 33.4)

 

33.23 Deutsche Bank Trust Company Americas, as Custodianunder the CGCMT 2017-P7 securitization, pursuant to which the followingmortgage loans were serviced by such party: Key Center Cleveland (from 1/1/21to 12/31/21)

 

33.24 Wells Fargo Bank, National Association, as Custodianunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced by such party: D.C. Office Portfolio (from 1/1/21to 12/31/21) and Ralph's Food Warehouse Portfolio (from 1/1/21 to 12/31/21)(See exhibit 33.3)

 

33.25 Computershare Trust Company, National Association, asServicing Function Participant under the BANK 2017-BNK4 securitization,pursuant to which the following mortgage loans were serviced by such party:D.C. Office Portfolio (from 11/1/21 to 12/31/21) and Ralph's Food WarehousePortfolio (from 1/1/21 to 12/31/21) (See exhibit 33.4)

 

33.26 Wells Fargo Bank, National Association, as Custodianunder the MSC 2017-H1 securitization, pursuant to which the following mortgageloans were serviced by such party: Gateway Crossing (from 1/1/21 to 12/31/21)(See exhibit 33.3)

 

33.27 Computershare Trust Company, National Association, asServicing Function Participant under the MSC 2017-H1 securitization, pursuant towhich the following mortgage loans were serviced by such party: GatewayCrossing (from 11/1/21 to 12/31/21) (See exhibit 33.4)

 

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

 

34.1 Wells Fargo Bank, National Association, as CertificateAdministrator

 

34.2 Computershare Trust Company, National Association, as ServicingFunction Participant for the Certificate Administrator (from 11/1/21 to12/31/21)

 

34.3 Wells Fargo Bank, National Association, as Custodian

 

34.4 Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (from 11/1/21 to 12/31/21)

 

34.5 Wells Fargo Bank, National Association, as MasterServicer

 

34.6 Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer

 

34.7 Park Bridge Lender Services LLC, as Operating Advisor

 

34.8 KeyBank National Association, as Primary Servicer

 

34.9 CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

34.10 Berkadia Commercial Mortgage LLC, as ServicingFunction Participant

 

34.11 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the GSMS 2017-GS6securitization, pursuant to which the following mortgage loans were serviced bysuch party: Pentagon Center (from 1/1/21 to 12/31/21) (See exhibit 34.6)

 

34.12 Wells Fargo Bank, National Association, as MasterServicer under the CGCMT 2017-P7 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Key Center Cleveland (from1/1/21 to 12/31/21) (See exhibit 34.5)

 

34.13 CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the CGCMT 2017-P7 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Key Center Cleveland(from 1/1/21 to 12/31/21) (See exhibit 34.9)

 

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 1/1/21 to 12/31/21) (See exhibit 34.10)

 

34.15 Wells Fargo Bank, National Association, as MasterServicer under the BANK 2017-BNK4 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: D.C. Office Portfolio(from 1/1/21 to 12/31/21) and Ralph's Food Warehouse Portfolio (from 1/1/21 to12/31/21) (See exhibit 34.5)

 

34.16 CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2017-BNK4 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: D.C. Office Portfolio(from 1/1/21 to 12/31/21) and Ralph's Food Warehouse Portfolio (from 1/1/21 to12/31/21) (See exhibit 34.9)

 

34.17 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2017-H1 securitization, pursuantto which the following mortgage loans were serviced by such party: GatewayCrossing (from 1/1/21 to 12/31/21) (See exhibit 34.6)

 

34.18 Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the GSMS 2017-GS6securitization, pursuant to which the following mortgage loans were serviced bysuch party: Pentagon Center (from 1/1/21 to 12/31/21) (See exhibit 34.6)

 

34.19 Rialto Capital Advisors, LLC, as Special Servicerunder the CGCMT 2017-P7 securitization, pursuant to which the followingmortgage loans were serviced by such party: Key Center Cleveland (from 1/1/21to 12/31/21)

 

34.20 Rialto Capital Advisors, LLC, as Special Servicerunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced by such party: D.C. Office Portfolio (from 1/1/21to 12/31/21) and Ralph's Food Warehouse Portfolio (from 1/1/21 to 12/31/21) (Seeexhibit 34.19)

 

34.21 Wells Fargo Bank, National Association, as Custodianunder the GSMS 2017-GS6 securitization, pursuant to which the followingmortgage loans were serviced by such party: Pentagon Center (from 1/1/21 to12/31/21) (See exhibit 34.3)

 

34.22 Computershare Trust Company, National Association, asServicing Function Participant under the GSMS 2017-GS6 securitization, pursuantto which the following mortgage loans were serviced by such party: PentagonCenter (from 11/1/21 to 12/31/21) (See exhibit 34.4)

 

34.23 Deutsche Bank Trust Company Americas, as Custodianunder the CGCMT 2017-P7 securitization, pursuant to which the followingmortgage loans were serviced by such party: Key Center Cleveland (from 1/1/21to 12/31/21)

 

34.24 Wells Fargo Bank, National Association, as Custodianunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced by such party: D.C. Office Portfolio (from 1/1/21to 12/31/21) and Ralph's Food Warehouse Portfolio (from 1/1/21 to 12/31/21)(See exhibit 34.3)

 

34.25 Computershare Trust Company, National Association, asServicing Function Participant under the BANK 2017-BNK4 securitization,pursuant to which the following mortgage loans were serviced by such party:D.C. Office Portfolio (from 11/1/21 to 12/31/21) and Ralph's Food WarehousePortfolio (from 1/1/21 to 12/31/21) (See exhibit 34.4)

 

34.26 Wells Fargo Bank, National Association, as Custodianunder the MSC 2017-H1 securitization, pursuant to which the following mortgageloans were serviced by such party: Gateway Crossing (from 1/1/21 to 12/31/21)(See exhibit 34.3)

 

34.27 Computershare Trust Company, National Association, asServicing Function Participant under the MSC 2017-H1 securitization, pursuantto which the following mortgage loans were serviced by such party: GatewayCrossing (from 11/1/21 to 12/31/21) (See exhibit 34.4)

 

(35). Servicer compliancestatement.

 

35.1 Wells Fargo Bank, National Association, as CertificateAdministrator

 

35.2 Computershare Trust Company, National Association, asServicing Function Participant for the Certificate Administrator (from 11/1/21to 12/31/21)

 

35.3 Wells Fargo Bank, National Association, as Custodian

 

35.4 Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (from 11/1/21 to 12/31/21)

 

35.5 Wells Fargo Bank, National Association, as MasterServicer

 

35.6 Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer

 

35.7 KeyBank National Association, as Primary Servicer

 

35.8 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the GSMS 2017-GS6securitization, pursuant to which the following mortgage loans were serviced bysuch party: Pentagon Center (from 1/1/21 to 12/31/21) (See exhibit 35.6)

 

35.9 Wells Fargo Bank, National Association, as MasterServicer under the CGCMT 2017-P7 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Key Center Cleveland(from 1/1/21 to 12/31/21) (See exhibit 35.5)

 

35.10 Wells Fargo Bank, National Association, as Master Servicerunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced by such party: D.C. Office Portfolio (from 1/1/21to 12/31/21) and Ralph's Food Warehouse Portfolio (from 1/1/21 to 12/31/21)(See exhibit 35.5)

 

35.11 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2017-H1 securitization,pursuant to which the following mortgage loans were serviced by such party:Gateway Crossing (from 1/1/21 to 12/31/21) (See exhibit 35.6)

 

35.12 Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the GSMS 2017-GS6securitization, pursuant to which the following mortgage loans were serviced bysuch party: Pentagon Center (from 1/1/21 to 12/31/21) (See exhibit 35.6)

 

35.13 Rialto Capital Advisors, LLC, as Special Servicerunder the CGCMT 2017-P7 securitization, pursuant to which the followingmortgage loans were serviced by such party: Key Center Cleveland (from 1/1/21to 12/31/21)

 

35.14 Rialto Capital Advisors, LLC, as Special Servicerunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced by such party: D.C. Office Portfolio (from 1/1/21to 12/31/21) and Ralph's Food Warehouse Portfolio (from 1/1/21 to 12/31/21)(See exhibit 35.13)

 

35.15 Wells Fargo Bank, National Association, as Custodianunder the GSMS 2017-GS6 securitization, pursuant to which the followingmortgage loans were serviced by such party: Pentagon Center (from 1/1/21 to12/31/21) (See exhibit 35.3)

 

35.16 Computershare Trust Company, National Association, asServicing Function Participant under the GSMS 2017-GS6 securitization, pursuantto which the following mortgage loans were serviced by such party: PentagonCenter (from 11/1/21 to 12/31/21) (See exhibit 35.4)

 

35.17 Wells Fargo Bank, National Association, as Custodianunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced by such party: D.C. Office Portfolio (from 1/1/21to 12/31/21) and Ralph's Food Warehouse Portfolio (from 1/1/21 to 12/31/21)(See exhibit 35.3)

 

35.18 Computershare Trust Company, National Association, asServicing Function Participant under the BANK 2017-BNK4 securitization, pursuantto which the following mortgage loans were serviced by such party: D.C. OfficePortfolio (from 11/1/21 to 12/31/21) and Ralph's Food Warehouse Portfolio (from1/1/21 to 12/31/21) (See exhibit 35.4)

 

35.19 Wells Fargo Bank, National Association, as Custodianunder the MSC 2017-H1 securitization, pursuant to which the following mortgageloans were serviced by such party: Gateway Crossing (from 1/1/21 to 12/31/21)(See exhibit 35.3)

 

35.20 Computershare Trust Company, National Association, asServicing Function Participant under the MSC 2017-H1 securitization, pursuantto which the following mortgage loans were serviced by such party: GatewayCrossing (from 11/1/21 to 12/31/21) (See exhibit 35.4)

 

(99.1) Mortgage Loan Purchase Agreement, dated May 4, 2017,between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage CapitalHoldings LLC (filed as Exhibit 99.1 to the registrant's Current Report on Form8-K/A filed on January 25, 2018 under SEC File No. 333-206582-07 andincorporated by reference herein).

 

(99.2)Mortgage Loan Purchase Agreement, dated May 4, 2017,between Morgan Stanley Capital I Inc. and Bank of America, National Association(filed as Exhibit 99.2 to the registrant's Current Report on Form 8-K/A filedon January 25, 2018 under SEC File No. 333-206582-07 and incorporated byreference herein).

 

(99.3)Mortgage Loan Purchase Agreement, dated May 4, 2017,between Morgan Stanley Capital I Inc. and KeyBank National Association (filedas Exhibit 99.3 to the registrant's Current Report on Form 8-K/A filed onJanuary 25, 2018 under SEC File No. 333-206582-07 and incorporated by referenceherein).

 

(99.4)Agreement Between Note Holders, dated as of May 11,2017, by and between Morgan Stanley Bank, N.A., as Initial Note A-1 Holder andMorgan Stanley Bank, N.A., as Initial Note A-2 Holder, related to the HyattRegency loan combination (filed as Exhibit 99.4 to the registrant's CurrentReport on Form 8-K/A filed on January 25, 2018 under SEC File No. 333-206582-07and incorporated by reference herein).

 

(99.5)Co-Lender Agreement, dated as of March 16, 2017, by andamong Goldman Sachs Mortgage Company, as Initial Note A-1 Holder and InitialNote A-2 Holder and Morgan Stanley Bank, N.A., as Initial Note A-3 Holder,Morgan Stanley Bank, N.A., as Initial Note A-4 Holder, Morgan Stanley Bank,N.A., as Initial Note A-5 Holder and Morgan Stanley Bank, N.A., as Initial NoteA-6 Holder, related to the Pentagon Center loan combination (filed as Exhibit99.5 to the registrant's Current Report on Form 8-K filed on May 12, 2017 underSEC File No. 333-206582-07 and incorporated by reference herein).

 

(99.6)Co-Lender Agreement, dated as of January 31, 2017,between Citi Real Estate Funding Inc., as Note A-1 Holder, Citi Real EstateFunding Inc., as Note A-4 Holder, Bank of America, N.A., as Note A-2 Holder andNote A-5 Holder and Deutsche Bank AG, New York Branch, as Note A-3 Holder andNote A-6 Holder, related to the Key Center loan combination (filed as Exhibit99.6 to the registrant's Current Report on Form 8-K filed on May 12, 2017 underSEC File No. 333-206582-07 and incorporated by reference herein).

 

(99.7)Agreement Between Note Holders, dated as of February13, 2017, between Bank of America, N.A., as Initial Note A-1 Holder and Bank ofAmerica, N.A., as Initial Note A-2 Holder, related to the D.C. Office Portfolioloan combination (filed as Exhibit 99.7 to the registrant's Current Report onForm 8-K filed on May 12, 2017 under SEC File No. 333-206582-07 andincorporated by reference herein).

 

(99.8)Agreement Between Note Holders, dated as of April 13, 2017,by and between Morgan Stanley Bank, N.A., as Initial Note A-1 Holder and MorganStanley Bank, N.A., as Initial Note A-2 Holder, related to the Ralph's FoodWarehouse Portfolio loan combination (filed as Exhibit 99.8 to the registrant'sCurrent Report on Form 8-K filed on May 12, 2017 under SEC File No.333-206582-07 and incorporated by reference herein).

 

(99.9)Agreement Between Holders, dated as of May 11, 2017,between Morgan Stanley Bank, N.A., as Initial Note A-1 Holder and MorganStanley Bank, N.A., as Initial Note A-2 Holder, related to the Gateway Crossingloan combination (filed as Exhibit 99.9 to the registrant's Current Report on Form8-K/A filed on January 25, 2018 under SEC File No. 333-206582-07 andincorporated by reference herein).

 

(99.10)Agreement Between Note Holders, dated as of April 24,2017, by and among KeyBank National Association, as Note A-1 Holder and KeyBankNational Association, as Note A-2 Holder, related to the Tops Portfolio loancombination (filed as Exhibit 99.10 to the registrant's Current Report on Form8-K/A filed on January 25, 2018 under SEC File No. 333-206582-07 andincorporated by reference herein).

 

(99.11)Primary Servicing Agreement, dated as of May 1, 2017,by and between Wells Fargo Bank, National Association, as master servicer, andKeyBank National Association, as primary servicer (filed as Exhibit 99.11 tothe registrant's Current Report on Form 8-K/A filed on January 25, 2018 underSEC File No. 333-206582-07 and incorporated by reference herein).

 

(99.12)SecondAmended and Restated Servicing Agreement, effective as of October 31, 2021, betweenWells Fargo Bank, N.A., Wells Fargo Delaware Trust Company, N.A., ComputershareTrust Company, N.A., Computershare Delaware Trust Company and ComputershareLimited (filed as Exhibit 99.1 to the registrant's Current Report on Form 8-Kfiled on November 5, 2021 under SEC File No. 333-206582-07 and incorporated byreference herein).

 

(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: March 29, 2022