**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, 2019 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.

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

 

  YesX No ___

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 ofthis chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files).

 

  Notapplicable.

 

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

 

  Notapplicable.

 

Indicateby check mark whether the registrant is a large accelerated filer, 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.

 

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 is incorporated:(1)Any annual report to security holders; (2) Any proxy or informationstatement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under theSecurities Act of 1933. The listed documents should be clearly described foridentification purposes (e.g., annual report to security holders for fiscalyear ended December 24, 1980).

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

The MSBAM 2017-C33 mortgage pool includes thefollowing 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.

 

• Midland Loan Services, a Division of PNC Bank, NationalAssociation is the master servicer under the master servicer under the GSMS2017-GS6 pooling and servicing agreement, pursuant to which the Pentagon Centermortgage loan is currently serviced, and the master servicer under MSC 2017-H1pooling and servicing agreement, pursuant to which the Gateway Crossingmortgage loan is currently serviced.  Because Midland Loan Services, a Divisionof PNC Bank, National Association is not the MSBAM 2017-C33 master servicer, isnot affiliated with any sponsor and services only the Pentagon Center mortgageloan and the Gateway Crossing mortgage loan, which collectively constitute morethan 5% but less than 10% of the mortgage pool, Midland Loan Services, aDivision of PNC Bank, National Association, as GSMS 2017-GS6 master servicerand MSC 2017-H1 master servicer, constitutes a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, but does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

• LNR Partners, LLC, is the special servicer under the MSC 2017-H1pooling and servicing agreement, pursuant to which the Gateway Crossingmortgage loan is serviced. Because LNR Partners, LLC is not the MSBAM 2017-C33special servicer, is not affiliated with any sponsor and services only theGateway Crossing mortgage loan, which constitutes less than 5% of the mortgagepool, LNR Partners, LLC, as MSC 2017-H1 special servicer, does not constitute areporting “servicing function participant” for purposes of Item 1122 ofRegulation AB, as specified in the Instruction 3 to Item 1122, and does notconstitute a reporting “servicer” for purposes of Item 1123 of Regulation AB,as specified in the Instruction to Item 1123.

 

• 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.

 

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 Commercial Real Estate Services, Inc. andNational Tax Search, LLC, in each case as a servicing function participant inrespect of the entire mortgage pool for the reporting period, and (ii) BerkadiaCommercial Mortgage LLC as a servicing function participant in respect of 1.79%of the mortgage pool for 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 CoreLogicCommercial Real Estate Services, Inc., National Tax Search, 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 CoreLogicCommercial Real Estate Services, Inc. and National Tax Search, LLC, in eachcase as a servicing function participant in respect of the D.C. OfficePortfolio and Ralph’s Food Warehouse Portfolio mortgage loans for the reportingperiod.

 

 

 

| **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 Accounting 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) of RegulationAB, originator contemplated by Item 1110(b) of Regulation AB, or other partycontemplated by Item 1100(d)(1) of Regulation AB, or of which any property ofthe foregoing is the subject, that is material to security holders, other thanas disclosed in the prospectus of the issuing entity filed in a 424(b)(2)filing dated May 12, 2017, and other than as follows:

 

Beginningon June 18, 2014, a group of institutional investors filed civil complaints inthe Supreme Court of the State of New York, New York County, and later the U.S.District Court for the Southern District of New York, against Wells Fargo Bank,N.A., (“Wells Fargo Bank”) in its capacity as trustee for certain residentialmortgage backed securities (“RMBS”) trusts. The complaints against Wells FargoBank alleged that the trustee caused losses to investors and asserted causes ofaction based upon, among other things, the trustee's alleged failure to: (i)notify and enforce repurchase obligations of mortgage loan sellers forpurported breaches of representations and warranties, (ii) notify investors ofalleged events of default, and (iii) abide by appropriate standards of carefollowing alleged events of default. Relief sought included money damages in anunspecified amount, reimbursement of expenses, and equitable relief. InNovember 2018, Wells Fargo Bank reached an agreement, in which it denied anywrongdoing, to resolve such claims on a classwide basis for the 271 RMBS trustsat issue. On May 6, 2019, the court entered an order approving the settlementagreement. Separate lawsuits against Wells Fargo Bank making similarallegations filed by certain other institutional investors concerning severalRMBS trusts in New York federal and state court are not covered by theagreement. With respect to such litigations, Wells Fargo Bank believesplaintiffs' claims are without merit and intends to contest the claimsvigorously, but there can be no assurances as to the outcome of the litigationsor the possible impact of the litigations on Wells Fargo Bank or the RMBStrusts.

 

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 RMBS trusts.

 

OnJune 18, 2014, a group of investors, including funds managed by BlackrockAdvisors, LLC, PIMCOAdvisors, 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 privatelabel 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 the litigation,plaintiffs dismissed the case from New York State Supreme Court and refiled twoseparate cases, one in the U.S. District Court for the Southern District of NewYork (the “BlackRock SDNY Case”) and the other in the Superior Court ofCalifornia, Orange County (the “BlackRock California Case”). Pursuant to asettlement among the parties, the BlackRock SDNY Case was dismissed on December6, 2018 and the BlackRock California Case was dismissed on 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. DBTCA serves astrustee for one of the 43 trusts at issue. DBNTC serves as trustee for theother 42 trusts at issue. Plaintiffs’ third amended complaint brings claims forviolation of the U.S. Trust Indenture Act of 1939 (“TIA”); breach of contract;breach of fiduciary duty; negligence and gross negligence; violation of NewYork’s Streit Act; and breach of the covenant of good faith. However, in thethird amended complaint, plaintiffs acknowledge that, before DBTCA was added tothe case, the court dismissed plaintiffs’ TIA Act claims, negligence and grossnegligence claims, Streit Act claims, claims for breach of the covenant of goodfaith, and certain theories of plaintiffs’ breach of contract claims, andplaintiffs only include these claims to preserve any rights on appeal.Plaintiffs allege damages of “hundreds of millions of dollars.” On November 13,2017, DBNTC and DBTCA filed an answer to the third amended complaint. OnDecember 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. As ofMarch 1, 2020, both motions for summary judgment have been briefed and areawaiting decision by the court.

 

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 November 30,2017, Commerzbank filed a second amended complaint that names DBTCA as adefendant in addition to DBNTC. DBTCA serves as trustee for 1 of the 50 trustsat issue. DBNTC serves as trustee for the other 49 trusts at issue.Commerzbank’s second amended complaint brings claims for violation of the TIA;breach of contract; breach of fiduciary duty; negligence; violation of theStreit Act; and breach of the covenant of good faith. However, in the secondamended complaint, Commerzbank acknowledges that, before DBTCA was added to thecase, the court dismissed Commerzbank’s TIA claims for the trusts governed bypooling and servicing agreements, as well as its Streit Act claims and claimsfor breach of the covenant of good faith, and Commerzbank only includes theseclaims to preserve any rights on appeal. The second amended complaint allegesthat DBNTC and DBTCA caused Commerzbank to suffer “hundreds of millions ofdollars in losses,” but the complaint does not include a demand for moneydamages in a sum certain. On January 29, 2018, DBNTC and DBTCA filed an answerto the second amended complaint. On December 7, 2018, DBNTC and DBTCA filed amotion for summary judgment. Also on December 7, 2018, Commerzbank, jointlywith the Phoenix Light plaintiffs, filed a motion for partial summary judgment.As of March 1, 2020, both motions for summary judgment have been briefed andare awaiting decision by the court. 

 

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 May 27,2016, IKB served its complaint asserting claims for breach of contract, breachof fiduciary duty, breach of duty to avoid conflicts of interest, violation ofthe Streit Act, violation of the TIA, violation of Regulation AB, and violationof Section 9 of the Uniform Commercial Code. IKB alleges that DBNTC and DBTCAare liable for over U.S. $268 million in damages. On October 5, 2016, DBNTC andDBTCA, together with several other trustees defending lawsuits by IKB, filed ajoint motion to dismiss. On January 6, 2017 and June 20, 2017, IKB voluntarily dismissedwith prejudice all claims as to seven trusts. As of March 1, 2020, DBNTC andDBTCA’s motion to dismiss has been briefed and is awaiting decision by thecourt.

 

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 for this transaction.

 

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

 

Inaddition to the information regarding this Item that has been disclosed in theprospectus of the issuing entity filed in a 424(b)(2) filing dated May 12,2017, (i) Midland Loan Services, a Division of PNC Bank, National Association,the master servicer under the GSMS 2017-GS6 pooling and servicing agreement,pursuant to which the Pentagon Center mortgage loan is serviced, is also themaster servicer under the MSC 2017-H1 pooling and servicing agreement, pursuantto which the Gateway Crossing mortgage loan is serviced; (ii) Midland LoanServices, a Division of PNC Bank, National Association, the special servicerunder the GSMS 2017-GS6 pooling and servicing agreement, pursuant to which thePentagon Center mortgage loan is serviced, is also the MSBAM 2017-C33 specialservicer; and (iii) Wells Fargo Bank, National Association, the MSBAM 2017-C33custodian is also the custodian under each Outside Pooling and ServicingAgreement (other than the CGCMT 2017-P7 pooling and servicing agreement)pursuant to which the outside serviced mortgage loans (other than the KeyCenter Cleveland mortgage loan) are currently serviced.

 

**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 Midland Loan Services, a Division ofPNC Bank National Association discloses that a material instance ofnoncompliance occurred, as described below:

 

MaterialInstance of Noncompliance

 

In certain instances, the Schedule AL Files (Item 1125of Regulation AB) were not reported in accordance with the terms specified inthe transaction agreements, in conflict with Item 1122(d)(3)(i): “Reports toinvestors, including those to be filed with the Commission, are maintained inaccordance with the transaction agreements and applicable Commissionrequirements. Specifically, such reports: (A) Are prepared in accordance withtimeframes and other terms set forth in the transaction agreements”.  Thenoncompliance consisted of omitted or inaccurately reported numbers due to thefollowing: (1) the initial setup files contained information at the assetlevel, and Midland was required to manually compile the information to presentit at the loan level as required by Schedule AL; and (2) certain reportingrequirements required manual processing by Midland, including the use ofvarious data computation formulas, quality control checks and analysis.

 

The identified instances did not involve the servicingof assets included in this securitization.

 

StepsTaken to Remedy the Material Instance of Noncompliance

 

Midland’s Schedule AL reporting process was enhanced inApril of 2019, however, the process remained manual throughout the 2019calendar year and additional errors during such year were identified during therelated audit. Following identification, Midland made staffing changes andadditional improvements to its processes and procedures to support its ScheduleAL reporting obligations and expects to move to an automated solution for thisprocess.

 

**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 assetrepresentations reviewer, relating to the CGCMC 2017-P7 securitizationtransaction, pursuant to which the Key Center Cleveland Mortgage Loan isserviced (filed as Exhibit 4.3 to the registrant's Current Report on Form 8-Kfiled on May 12, 2017 under SEC File No. 333-206582-07 and incorporated byreference 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)  Rule13a-14(d)/15d-14(d) Certification. 

 

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

 

33.1  WellsFargo Bank, National Association, as Certificate Administrator

 

33.2  WellsFargo Bank, National Association, as Custodian

 

33.3  WellsFargo Bank, National Association, as Master Servicer

 

33.4  MidlandLoan Services, a Division of PNC Bank, National Association, as SpecialServicer

 

33.5  ParkBridge Lender Services LLC, as Operating Advisor

 

33.6  KeyBankNational Association, as Primary Servicer

 

33.7  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant

 

33.8  NationalTax Search, LLC, as Servicing Function Participant

 

33.9  BerkadiaCommercial Mortgage LLC, as Servicing Function Participant

 

33.10  MidlandLoan Services, a Division of PNC Bank, National Association, as Master Servicerunder the GSMS 2017-GS6 securitization, pursuant to which the followingmortgage loans were serviced by such party: Pentagon Center (from 1/1/19 to12/31/19) (see Exhibit 33.4)

 

33.11  WellsFargo Bank, National Association, as Master Servicer under the CGCMT 2017-P7securitization, pursuant to which the following mortgage loans were serviced bysuch party: Key Center Cleveland (from 1/1/19 to 12/31/19) (see Exhibit 33.3)

 

33.12  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant underthe CGCMT 2017-P7 securitization, pursuant to which the following mortgageloans were serviced by such party: Key Center Cleveland (from 1/1/19 to12/31/19) (see Exhibit 33.7)

 

33.13  NationalTax Search, LLC, as Servicing Function Participant under the CGCMT 2017-P7securitization, pursuant to which the following mortgage loans were serviced bysuch party: Key Center Cleveland (from 1/1/19 to 12/31/19) (see Exhibit 33.8)

 

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 1/1/19 to 12/31/19) (see Exhibit 33.9)

 

33.15  WellsFargo Bank, National Association, as Master Servicer under the BANK 2017-BNK4securitization, pursuant to which the following mortgage loans were serviced bysuch party: D.C. Office Portfolio (from 1/1/19 to 12/31/19) and Ralph's FoodWarehouse Portfolio (from 1/1/19 to 12/31/19) (see Exhibit 33.3)

 

33.16  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant underthe BANK 2017-BNK4 securitization, pursuant to which the following mortgageloans were serviced by such party: D.C. Office Portfolio (from 1/1/19 to12/31/19) and Ralph's Food Warehouse Portfolio (from 1/1/19 to 12/31/19) (seeExhibit 33.7)

 

33.17  NationalTax Search, LLC, as Servicing Function Participant under the BANK 2017-BNK4securitization, pursuant to which the following mortgage loans were serviced bysuch party: D.C. Office Portfolio (from 1/1/19 to 12/31/19) and Ralph's Food WarehousePortfolio (from 1/1/19 to 12/31/19) (see Exhibit 33.8)

 

33.18  MidlandLoan Services, a Division of PNC Bank, National Association, as Master Servicerunder the MSC 2017-H1 securitization, pursuant to which the following mortgageloans were serviced by such party: Gateway Crossing (from 1/1/19 to 12/31/19)(see Exhibit 33.4)

 

33.19  MidlandLoan Services, a Division of PNC Bank, National Association, as SpecialServicer under the GSMS 2017-GS6 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Pentagon Center (from1/1/19 to 12/31/19) (see Exhibit 33.4)

 

33.20  RialtoCapital Advisors, LLC, as Special Servicer under the CGCMT 2017-P7securitization, pursuant to which the following mortgage loans were serviced bysuch party: Key Center Cleveland (from 1/1/19 to 12/31/19)

 

33.21  RialtoCapital Advisors, LLC, as Special Servicer under the BANK 2017-BNK4securitization, pursuant to which the following mortgage loans were serviced bysuch party: D.C. Office Portfolio (from 1/1/19 to 12/31/19) and Ralph's FoodWarehouse Portfolio (from 1/1/19 to 12/31/19) (see Exhibit 33.20)

 

33.22  WellsFargo Bank, National Association, as Custodian under the GSMS 2017-GS6securitization, pursuant to which the following mortgage loans were serviced bysuch party: Pentagon Center (from 1/1/19 to 12/31/19) (see Exhibit 33.2)

 

33.23  DeutscheBank Trust Company Americas, as Custodian under the CGCMT 2017-P7securitization, pursuant to which the following mortgage loans were serviced bysuch party: Key Center Cleveland (from 1/1/19 to 12/31/19)

 

33.24  WellsFargo Bank, National Association, as Custodian under the BANK 2017-BNK4securitization, pursuant to which the following mortgage loans were serviced bysuch party: D.C. Office Portfolio (from 1/1/19 to 12/31/19) and Ralph's FoodWarehouse Portfolio (from 1/1/19 to 12/31/19) (see Exhibit 33.2)

 

33.25  WellsFargo Bank, National Association, as Custodian under the MSC 2017-H1 securitization,pursuant to which the following mortgage loans were serviced by such party:Gateway Crossing (from 1/1/19 to 12/31/19) (see Exhibit 33.2)

 

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

 

34.1  WellsFargo Bank, National Association, as Certificate Administrator

 

34.2  WellsFargo Bank, National Association, as Custodian

 

34.3  WellsFargo Bank, National Association, as Master Servicer

 

34.4  MidlandLoan Services, a Division of PNC Bank, National Association, as SpecialServicer

 

34.5  ParkBridge Lender Services LLC, as Operating Advisor

 

34.6  KeyBankNational Association, as Primary Servicer

 

34.7  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant

 

34.8  NationalTax Search, LLC, as Servicing Function Participant

 

34.9  BerkadiaCommercial Mortgage LLC, as Servicing Function Participant

 

34.10  MidlandLoan Services, a Division of PNC Bank, National Association, as Master Servicerunder the GSMS 2017-GS6 securitization, pursuant to which the followingmortgage loans were serviced by such party: Pentagon Center (from 1/1/19 to12/31/19) (see Exhibit 34.4)

 

34.11  WellsFargo Bank, National Association, as Master Servicer under the CGCMT 2017-P7securitization, pursuant to which the following mortgage loans were serviced bysuch party: Key Center Cleveland (from 1/1/19 to 12/31/19) (see Exhibit 34.3)

 

34.12  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant underthe CGCMT 2017-P7 securitization, pursuant to which the following mortgageloans were serviced by such party: Key Center Cleveland (from 1/1/19 to12/31/19) (see Exhibit 34.7)

 

34.13  NationalTax Search, LLC, as Servicing Function Participant under the CGCMT 2017-P7securitization, pursuant to which the following mortgage loans were serviced bysuch party: Key Center Cleveland (from 1/1/19 to 12/31/19) (see Exhibit 34.8)

 

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 1/1/19 to 12/31/19) (see Exhibit 34.9)

 

34.15  WellsFargo Bank, National Association, as Master Servicer under the BANK 2017-BNK4securitization, pursuant to which the following mortgage loans were serviced bysuch party: D.C. Office Portfolio (from 1/1/19 to 12/31/19) and Ralph's FoodWarehouse Portfolio (from 1/1/19 to 12/31/19) (see Exhibit 34.3)

 

34.16  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant underthe BANK 2017-BNK4 securitization, pursuant to which the following mortgageloans were serviced by such party: D.C. Office Portfolio (from 1/1/19 to12/31/19) and Ralph's Food Warehouse Portfolio (from 1/1/19 to 12/31/19) (seeExhibit 34.7)

 

34.17  NationalTax Search, LLC, as Servicing Function Participant under the BANK 2017-BNK4securitization, pursuant to which the following mortgage loans were serviced bysuch party: D.C. Office Portfolio (from 1/1/19 to 12/31/19) and Ralph's FoodWarehouse Portfolio (from 1/1/19 to 12/31/19) (see Exhibit 34.8)

 

34.18  MidlandLoan Services, a Division of PNC Bank, National Association, as Master Servicerunder the MSC 2017-H1 securitization, pursuant to which the following mortgageloans were serviced by such party: Gateway Crossing (from 1/1/19 to 12/31/19)(see Exhibit 34.4)

 

34.19  MidlandLoan Services, a Division of PNC Bank, National Association, as SpecialServicer under the GSMS 2017-GS6 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Pentagon Center (from1/1/19 to 12/31/19) (see Exhibit 34.4)

 

34.20  RialtoCapital Advisors, LLC, as Special Servicer under the CGCMT 2017-P7securitization, pursuant to which the following mortgage loans were serviced bysuch party: Key Center Cleveland (from 1/1/19 to 12/31/19)

 

34.21  RialtoCapital Advisors, LLC, as Special Servicer under the BANK 2017-BNK4securitization, pursuant to which the following mortgage loans were serviced bysuch party: D.C. Office Portfolio (from 1/1/19 to 12/31/19) and Ralph's FoodWarehouse Portfolio (from 1/1/19 to 12/31/19) (see Exhibit 34.20)

 

34.22  WellsFargo Bank, National Association, as Custodian under the GSMS 2017-GS6securitization, pursuant to which the following mortgage loans were serviced bysuch party: Pentagon Center (from 1/1/19 to 12/31/19) (see Exhibit 34.2)

 

34.23  DeutscheBank Trust Company Americas, as Custodian under the CGCMT 2017-P7securitization, pursuant to which the following mortgage loans were serviced bysuch party: Key Center Cleveland (from 1/1/19 to 12/31/19)

 

34.24  WellsFargo Bank, National Association, as Custodian under the BANK 2017-BNK4securitization, pursuant to which the following mortgage loans were serviced bysuch party: D.C. Office Portfolio (from 1/1/19 to 12/31/19) and Ralph's FoodWarehouse Portfolio (from 1/1/19 to 12/31/19) (see Exhibit 34.2)

 

34.25  WellsFargo Bank, National Association, as Custodian under the MSC 2017-H1securitization, pursuant to which the following mortgage loans were serviced bysuch party: Gateway Crossing (from 1/1/19 to 12/31/19) (see Exhibit 34.2)

 

(35). Servicer compliancestatement.

 

35.1  WellsFargo Bank, National Association, as Certificate Administrator

 

35.2  WellsFargo Bank, National Association, as Custodian

 

35.3  WellsFargo Bank, National Association, as Master Servicer

 

35.4  MidlandLoan Services, a Division of PNC Bank, National Association, as SpecialServicer

 

35.5  KeyBankNational Association, as Primary Servicer

 

35.6  WellsFargo Bank, National Association, as Master Servicer under the CGCMT 2017-P7securitization, pursuant to which the following mortgage loans were serviced bysuch party: Key Center Cleveland (from 1/1/19 to 12/31/19) (see Exhibit 35.3)  

 

35.7  WellsFargo Bank, National Association, as Master Servicer under the BANK 2017-BNK4securitization, pursuant to which the following mortgage loans were serviced bysuch party: D.C. Office Portfolio (from 1/1/19 to 12/31/19) and Ralph's FoodWarehouse Portfolio (from 1/1/19 to 12/31/19) (see Exhibit 35.3)

 

35.8  MidlandLoan Services, a Division of PNC Bank, National Association, as SpecialServicer under the GSMS 2017-GS6 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Pentagon Center (from1/1/19 to 12/31/19) (see Exhibit 35.4)

 

35.9  RialtoCapital Advisors, LLC, as Special Servicer under the CGCMT 2017-P7securitization, pursuant to which the following mortgage loans were serviced bysuch party: Key Center Cleveland (from 1/1/19 to 12/31/19)

 

35.10  RialtoCapital Advisors, LLC, as Special Servicer under the BANK 2017-BNK4securitization, pursuant to which the following mortgage loans were serviced bysuch party: D.C. Office Portfolio (from 1/1/19 to 12/31/19) and Ralph's FoodWarehouse Portfolio (from 1/1/19 to 12/31/19) (see Exhibit 35.9)

 

35.11  WellsFargo Bank, National Association, as Custodian under the GSMS 2017-GS6securitization, pursuant to which the following mortgage loans were serviced bysuch party: Pentagon Center (from 1/1/19 to 12/31/19) (see Exhibit 35.2)

 

35.12  WellsFargo Bank, National Association, as Custodian under the BANK 2017-BNK4securitization, pursuant to which the following mortgage loans were serviced bysuch party: D.C. Office Portfolio (from 1/1/19 to 12/31/19) and Ralph's FoodWarehouse Portfolio (from 1/1/19 to 12/31/19) (see Exhibit 35.2)

 

35.13  WellsFargo Bank, National Association, as Custodian under the MSC 2017-H1securitization, pursuant to which the following mortgage loans were serviced bysuch party: Gateway Crossing (from 1/1/19 to 12/31/19) (see Exhibit 35.2)

 

(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 andMorgan Stanley Bank, N.A., as Initial Note A-2 Holder, related to the Ralph'sFood Warehouse Portfolio loan combination (filed as Exhibit 99.8 to theregistrant's Current Report on Form 8-K filed on May 12, 2017 under SEC FileNo. 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 onForm 8-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).

 

(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, Director and President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 27, 2020