**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, 2017 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** |
| **(State or other jurisdiction of incorporation or  organization)** |   | **38‐4032097** |
|                                                                | **38‐7170562** |
|                                                                | **(I.R.S. Employer Identification No.)** |   |   |
|                                                                |   |

**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:

 

  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 be submittedand posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of thischapter) during the preceding 12 months (or for such shorter period that theregistrant 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 definitiveproxy or information statements incorporated by reference in Part III of thisForm 10-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 theExchange 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 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**

 

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

 

• the Pentagon Center mortgage loan, which wasserviced pursuant to the GSMS 2017-GS5 pooling and servicing agreement attachedhereto as Exhibit 4.2 (from 5/11/17 to 5/30/17) and, following the securitizationof the related control note, the GSMS 2017-GS6 pooling and servicing agreementattached hereto as Exhibit 4.5 (from 5/31/17 to 12/31/17);

 

• the Key Center Cleveland mortgage loan, whichis serviced pursuant to the CGCMT 2017-P7 pooling and servicing agreementattached hereto as Exhibit 4.3;

 

• the D.C. Office Portfolio mortgage loan and theRalph's Food Warehouse Portfolio mortgage loan, which are serviced pursuant tothe BANK 2017-BNK4 pooling and servicing agreement attached hereto as Exhibit4.4; and

 

• the Gateway Crossing mortgage loan, which wasserviced pursuant to the MSBAM 2017-C33 pooling and servicing agreementattached hereto as Exhibit 4.1 (from 5/11/17 to 6/7/17) and, following thesecuritization of the related control note, the MSC 2017-H1 pooling andservicing agreement attached hereto as Exhibit 4.6 (from 6/8/17 to 12/31/17).

 

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

 

• The trustee under a pooling and servicing agreementhas a nominal role with respect to the mortgage pool securitized pursuant tosuch pooling and servicing agreement.  The trustee’s only servicingfunction is the contingent obligation to make certain advances if the masterservicer under such pooling and servicing agreement fails to do so, while allother servicing functions are performed by other parties.  The trusteeunder each of the pooling and servicing agreements listed in the Exhibit Indexhas confirmed to the registrant that it has not made any such contingentadvances during the reporting period, and consequently, each such trustee doesnot participate in the servicing function for purposes of Item 1122 ofRegulation AB, nor does it perform the functions of a servicer for purposes ofthe definition of “servicer” under Item 1101 of Regulation AB orfor purposes of Item 1123 of Regulation AB.

 

• The certificate administrator under a poolingand servicing agreement performs various payment administration functionssolely for the securitization governed by such pooling and servicing agreementand the mortgage pool securitized pursuant to such pooling and servicingagreement and does not have any obligations with respect to any othertransaction.  Consequently, the certificate administrator under an OutsidePooling and Servicing Agreement does not participate in the servicing functionfor purposes of Item 1122 of Regulation AB, nor does it perform the functionsof a servicer for purposes of the definition of “servicer” underItem 1101 of Regulation AB or for purposes of Item 1123 of Regulation AB.

 

• The operating advisor under a pooling andservicing agreement represents the interests of senior certificateholders inthe transaction governed by such pooling and servicing agreement and isresponsible for monitoring the performance of the special servicer under suchpooling and servicing agreement and producing certain reports tocertificateholders relating to the resolution of the mortgage pool securitizedpursuant to such pooling and servicing agreement.  The operating advisorunder a pooling and servicing agreement does not have any obligations withrespect to any other transaction and is solely obligated to perform loanreporting functions with respect to the securitization governed by such poolingand servicing agreement.  Consequently, the operating advisor under anOutside Pooling and Servicing Agreement neither participates in the servicingfunction for purposes of Item 1122 of Regulation AB nor performs the functionsof a servicer for purposes of the definition of “servicer” underItem 1101 of Regulation AB or for purposes of Item 1123 of Regulation AB. In addition, while the operating advisor under a pooling and servicingagreement has certain reporting obligations in respect of the related mortgagepool, it has no obligation to collect or disburse funds in respect of themortgage pool or to administer any of the underlying mortgage loans. Consequently, the operating advisor under a pooling and servicing agreementparticipates in the servicing function for purposes of Item 1122 of RegulationAB, but is not responsible for the “management or collection of the poolassets or making allocations or distributions to holders of the asset-backedsecurities” within the meaning of “servicer” under Item 1101of Regulation AB and does not perform the functions of a servicer for purposesof Item 1123 of Regulation AB.  

 

• The asset representations reviewer under apooling and servicing agreement has a limited obligation to review certaindelinquent mortgage loans after a specified delinquency threshold has been metand the required percentage of certificateholders vote to direct a review ofsuch delinquent mortgage loans, and has no obligation to collect or disbursefunds in respect of the mortgage pool, to administer any of the underlyingmortgage loans or to perform any servicing function.  Consequently, theasset representations reviewer under a pooling and servicing agreement does notparticipate in the servicing function for purposes of Item 1122 of RegulationAB, is not responsible for the “management or collection of the poolassets or making allocations or distributions to holders of the asset-backedsecurities” within the meaning of “servicer” under Item 1101of Regulation AB and does not perform the functions of a servicer for purposesof Item 1123 of Regulation AB.

 

• Midland Loan Services, a Division of PNC Bank,National Association is the master servicer under the GSMS 2017-GS5 pooling andservicing agreement, pursuant to which the Pentagon Center mortgage loan wasserviced (from 5/11/17 to 5/30/17), the master servicer under the GSMS 2017-GS6pooling and servicing agreement, pursuant to which the Pentagon Center mortgageloan is currently serviced, and the master servicer under MSC 2017-H1 poolingand servicing agreement, pursuant to which the Gateway Crossing mortgage loanis currently serviced.  Because Midland Loan Services, a Division of PNCBank, National Association is not the MSBAM 2017-C33 master servicer, is notaffiliated with any sponsor and services only the Pentagon Center mortgage loanand the Gateway Crossing mortgage loan, which collectively constitute more than5% but less than 10% of the mortgage pool, Midland Loan Services, a Division ofPNC Bank, National Association, as GSMS 2017-GS5 master servicer, GSMS 2017-GS6master servicer and MSC 2017-H1 master servicer constitutes a reporting“servicing function participant” for purposes of Item 1122 ofRegulation AB, as specified in the Instruction 3 to Item 1122, but does notconstitute a reporting “servicer” for purposes of Item 1123 ofRegulation AB, as specified in the Instruction to Item 1123.

 

• LNR Partners, LLC, is the special servicerunder the MSC 2017-H1 pooling and servicing agreement, pursuant to which theGateway Crossing mortgage loan is serviced. Because LNR Partners, LLC is notthe MSBAM 2017-C33 special servicer, is not affiliated with any sponsor andservices only the Gateway Crossing mortgage loan, which constitutes less than5% of the mortgage pool, LNR Partners, LLC, as MSC 2017-H1 special servicerdoes not constitute a reporting “servicing function participant”for purposes of Item 1122 of Regulation AB, as specified in the Instruction 3to Item 1122, and does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

• Deutsche Bank Trust Company Americas, is thecustodian under the CGCMT 2017-P7 pooling and servicing agreement, pursuant towhich the Key Center Cleveland mortgage loan is serviced.  BecauseDeutsche Bank Trust Company Americas is not the MSBAM 2017-C33 custodian, isnot affiliated with any sponsor and services only the Key Center Clevelandmortgage loan, which constitutes more than 5% but less than 10% of the mortgagepool, Deutsche Bank Trust Company Americas, as CGCMT 2017-P7 custodianconstitutes a reporting “servicing function participant” forpurposes of Item 1122 of Regulation AB, as specified in the Instruction 3 to Item1122, but does not constitute a reporting “servicer” for purposesof Item 1123 of Regulation AB, as specified in the Instruction to Item 1123.

 

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

 

• Wells Fargo Bank, National Association, asmaster servicer, engaged the services of KeyBank National Association, as asub-servicer in respect of the entire mortgage pool for the reporting period.

 

• Wells Fargo Bank, National Association, asmaster servicer, engaged the services of (i) CoreLogic Commercial Real EstateServices, Inc. and National Tax Search, LLC, in each case as a servicingfunction participant in respect of the entire mortgage pool for the reportingperiod, and (ii) Berkadia Commercial Mortgage LLC as a servicing functionparticipant in respect of 1.77% of the mortgage pool for the reporting period.

 

• Wells Fargo Bank, National Association, asmaster servicer under the CGCMT 2017-P7 pooling and servicing agreement,pursuant to which the Key Center Cleveland mortgage loan is serviced, engagedthe services of CoreLogic Commercial Real Estate Services, Inc., National TaxSearch, LLC and Berkadia Commercial Mortgage LLC, in each case as a servicingfunction participant in respect of the Key Center Cleveland mortgage loan forthe reporting period.

 

• Wells Fargo Bank, National Association, asmaster 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 thereporting period.

 

 

 

| **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) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation AB, or otherparty 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 disclosed in the prospectus of the issuing entity filed in a424(b)(2) filing dated March 12, 2017, and other than as follows:

 

OnJune 18, 2014, a group of institutional investors filed a civil complaint inthe Supreme Court of the State of New York, New York County, against WellsFargo Bank, N.A., (“Wells Fargo Bank”) in its capacity as trusteeunder 276 residential mortgage backed securities (“RMBS”) trusts,which was later amended on July 18, 2014, to increase the number of trusts to284 RMBS trusts. On November 24, 2014, the plaintiffs filed a motion tovoluntarily dismiss the state court action without prejudice. That same day, agroup of institutional investors filed a putative class action complaint in theUnited States District Court for the Southern District of New York (the“District Court”) against Wells Fargo Bank, alleging claims againstthe bank in its capacity as trustee for 274 RMBS trusts (the “FederalCourt Complaint”). In December 2014, the plaintiffs’ motion tovoluntarily dismiss their original state court action was granted. As with theprior state court action, the Federal Court Complaint is one of six similarcomplaints filed contemporaneously against RMBS trustees (Deutsche Bank,Citibank, HSBC, Bank of New York Mellon and US Bank) by a group ofinstitutional investor plaintiffs. The Federal Court Complaint against WellsFargo Bank alleges that the trustee caused losses to investors and assertscauses of action based upon, among other things, the trustee's alleged failureto: (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 includes money damages in anunspecified amount, reimbursement of expenses, and equitable relief. Othercases alleging similar causes of action have been filed against Wells FargoBank and other trustees in the District Court by RMBS investors in these andother transactions, and these cases against Wells Fargo Bank are proceedingbefore the same District Court judge. A similar complaint was also filed May27, 2016 in New York state court by a different plaintiff investor. On January19, 2016, an order was entered in connection with the Federal Court Complaintin which the District Court declined to exercise jurisdiction over 261 trustsat issue in the Federal Court Complaint; the District Court also allowedplaintiffs to file amended complaints as to the remaining, non-dismissedtrusts, if they so chose, and three amended complaints have been filed. OnDecember 17, 2016, the investor plaintiffs in the 261 trusts dismissed from theFederal Court Complaint filed a new complaint in New York state court (the“State Court Complaint”). In September 2017, Royal Park InvestmentsSA/NV (“Royal Park”), one of the plaintiffs in the District Courtcases against Wells Fargo Bank, filed a putative class action complaintrelating to two trusts seeking declaratory and injunctive relief and moneydamages based on Wells Fargo Bank’s indemnification from trust funds forlegal fees and expenses Wells Fargo Bank incurs or has incurred in defendingthe District Court case filed by Royal Park. With respect to the foregoinglitigations, Wells Fargo Bank believes plaintiffs' claims are without merit andintends to contest the claims vigorously, but there can be no assurances as tothe outcome of the litigations or the possible impact of the litigations onWells Fargo Bank or the RMBS trusts.

 

OnFebruary 23, 2016, a certificateholder of the J.P. Morgan Chase CommercialMortgage Securities Trust, Series 2007-CIBC18 (the “CIBC18 Trust”)filed suit in the Supreme Court of New York, County of New York, againstKeyBank National Association and Berkadia Commercial Mortgage LLC(collectively, the “CIBC18 Servicers”).  The suit was filedderivatively on behalf of the CIBC18 Trust.  The action was brought inconnection with the CIBC18 Servicers’ determination of the fair value ofa loan, secured by the Bryant Park Hotel in New York City, held by the CIBC18Trust and sold to an assignee of the CIBC18 Trust’s directingcertificateholder, pursuant to an exercise of the fair value option set forthin the pooling and servicing agreement governing the CIBC18 Trust.  Therecan be no assurances as to the outcome of the action or the possible impact ofthe litigation on the CIBC18 Servicers.  Both CIBC18 Servicers denyliability, believe that they performed their obligations in accordance with theterms of the pooling and servicing agreement applicable to the CIBC18 Trust,and have contested the claims asserted against them, filing a motion to dismissthe case.  On November 28, 2016, the motion to dismiss was granted. The plaintiff certificateholder filed an appeal, and the appeal is pending.

 

DeutscheBank Trust Company Americas (“DBTCA”) and Deutsche Bank NationalTrust Company (“DBNTC”) have been sued by investors in civillitigation concerning their role as trustees of certain RMBS trusts. 

 

OnJune 18, 2014, a group of investors, including funds managed by BlackrockAdvisors, LLC, PIMCO-Advisors, L.P., and others, filed a derivative actionagainst DBNTC and DBTCA in New York State Supreme Court purportedly on behalfof and for the benefit of 544 private-label RMBS trusts asserting claims foralleged violations of the U.S. Trust Indenture Act of 1939 (TIA), breach ofcontract, breach of fiduciary duty and negligence based on DBNTC andDBTCA’s alleged failure to perform their duties as trustees for thetrusts. Plaintiffs subsequently dismissed their state court complaint and fileda derivative and class action complaint in the U.S. District Court for theSouthern District of New York on behalf of and for the benefit of 564private-label RMBS trusts, which substantially overlapped with the trusts atissue in the state court action. The complaint alleges that the trusts at issuehave suffered total realized collateral losses of U.S. $89.4 billion, but thecomplaint does not include a demand for money damages in a sum certain. DBNTCand DBTCA filed a motion to dismiss, and on January 19, 2016, the courtpartially granted the motion on procedural grounds: as to the 500 trusts thatare governed by Pooling and Servicing Agreements, the court declined toexercise jurisdiction. The court did not rule on substantive defenses assertedin the motion to dismiss.  On March 22, 2016, plaintiffs filed an amendedcomplaint in federal court.  In the amended complaint, in connection with62 trusts governed by indenture agreements, plaintiffs assert claims for breachof contract, violation of the TIA, breach of fiduciary duty, and breach of dutyto avoid conflicts of interest.   The amended complaint alleges thatthe trusts at issue have suffered total realized collateral losses of U.S. $9.8billion, but the complaint does not include a demand for money damages in a sumcertain.  On July 15, 2016, DBNTC and DBTCA filed a motion to dismiss theamended complaint.  On January 23, 2017, the court granted in part anddenied in part DBNTC and DBTCA’s motion to dismiss.  The courtgranted the motion to dismiss with respect to plaintiffs’conflict-of-interest claim, thereby dismissing it, and denied the motion todismiss with respect to plaintiffs’ breach of contract claim (except asnoted below) and claim for violation of the TIA, thereby allowing those claimsto proceed.  On January 26, 2017, the parties filed a joint stipulationand proposed order dismissing plaintiffs’ claim for breach of fiduciaryduty.  On January 27, 2017, the court entered the parties’ jointstipulation and ordered that plaintiffs’ claim for breach of fiduciaryduty be dismissed.  On February 3, 2017, following a hearing concerningDBNTC and DBTCA’s motion to dismiss on February 2, 2017, the court issueda short form order dismissing (i) plaintiffs’ representation and warrantyclaims as to 21 trusts whose originators and/or sponsors had entered bankruptcyand the deadline for asserting claims against such originators and/or sponsorshad passed as of 2009 and (ii) plaintiffs’ claims to the extent they werepremised upon any alleged pre-Event of Default duty to terminateservicers.  On March 27, 2017, DBNTC and DBTCA filed an answer to theamended complaint.  On January 26, 2018, Plaintiffs filed a motion forclass certification.  The parties are currently briefing the motion. Discovery is ongoing.

 

OnMarch 25, 2016, the BlackRock plaintiffs filed a state court action againstDBTCA in the Superior Court of California, Orange County with respect to 513trusts.  On May 18, 2016, plaintiffs filed an amended complaint withrespect to 465 trusts, and included DBNTC as an additional defendant.  Theamended complaint asserts three causes of action:  breach of contract;breach of fiduciary duty; and breach of the duty to avoid conflicts ofinterest.  Plaintiffs purport to bring the action on behalf of themselvesand all other current owners of certificates in the 465 trusts.  Theamended complaint alleges that the trusts at issue have suffered total realizedcollateral losses of U.S. $75.7 billion, but does not include a demand for moneydamages in a sum certain.  On August 22, 2016, DBNTC and DBTCA filed ademurrer as to Plaintiffs’ breach of fiduciary duty cause of action andbreach of the duty to avoid conflicts of interest cause of action and motion tostrike as to Plaintiffs’ breach of contract cause of action.  OnOctober 18, 2016, the court granted DBNTC and DBTCA’s demurrer, providingPlaintiffs with thirty days’ leave to amend, and denied DBNTC andDBTCA’s motion to strike.  Plaintiffs did not further amend theircomplaint and, on December 19, 2016, DBNTC and DBTCA filed an answer to theamended complaint.  On January 17, 2018, Plaintiffs filed a motion forclass certification.  The parties are currently briefing the motion. Discovery is ongoing.

 

OnSeptember 27, 2017, DBTCA was added as a defendant to a case brought by certainspecial purpose entities including Phoenix Light SF Limited in the U.S.District Court for the Southern District of New York, in which the plaintiffspreviously alleged incorrectly that DBNTC served as trustee for all 43 of thetrusts at issue.  On September 27, 2017, plaintiffs filed a third amendedcomplaint that names DBTCA as a defendant in addition to DBNTC.  DBTCAserves as trustee for one of the 43 trusts at issue.  DBNTC serves astrustee for the other 42 trusts at issue.  Plaintiffs’ third amendedcomplaint brings claims for violation of the TIA; breach of contract; breach offiduciary duty; negligence and gross negligence; violation of the Streit Act;and breach 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 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 ofdollars.”  On November 13, 2017, DBNTC and DBTCA filed an answer tothe third amended complaint.  Discovery is ongoing.

 

OnNovember 30, 2017, DBTCA was added as a defendant to a case brought byCommerzbank AG (“Commerzbank”) in the U.S. District Court for theSouthern 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 complaintbrings claims for violation of the TIA; breach of contract; breach of fiduciaryduty; negligence; violation of the Streit Act; and breach of the covenant ofgood faith.  However, in the second amended complaint, Commerzbankacknowledges that, before DBTCA was added to the case, the court dismissedCommerzbank’s TIA claims for the trusts governed by pooling and servicingagreements, as well as its Streit Act claims and claims for breach of thecovenant of good faith, and Commerzbank only includes these claims to preserveany rights on appeal.  The second amended complaint alleges that DBNTC andDBTCA caused Commerzbank to suffer “hundreds of millions of dollars inlosses,” but the complaint does not include a demand for money damages ina sum certain.  On January 29, 2018, DBNTC and DBTCA filed an answer tothe second amended complaint.  Discovery is ongoing.

 

OnDecember 30, 2015, IKB International, S.A. in Liquidation and IKB DeutscheIndustriebank A.G. (collectively, “IKB”), as an investor in 37 RMBStrusts, filed a summons with notice in the Supreme Court of the State of NewYork, New York County, against DBNTC and DBTCA as trustees of the trusts. On May 27, 2016, IKB served its complaint asserting claims for breach ofcontract, breach of fiduciary duty, breach of duty to avoid conflicts ofinterest, violation of New York’s Streit Act, violation of the TrustIndenture Act, violation of Regulation AB, and violation of Section 9 of theUniform Commercial Code.  IKB alleges that DBNTC and DBTCA are liable forover U.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, IKB filed a notice ofdiscontinuance, voluntarily dismissing with prejudice all claims as to threetrusts.  As of January 17, 2017, DBNTC and DBTCA’s motion to dismisshas been briefed and is awaiting decision by the court.  On June 20, 2017,the parties filed a stipulation, voluntarily dismissing with prejudice allclaims as to four additional trusts.  Certain limited discovery ispermitted to go forward while the motion to dismiss is pending.

 

Itis DBTCA’s belief that it has no pending legal proceedings (including,based on DBTCA’s present evaluation, the litigation disclosed in theforegoing paragraphs) that would materially affect its ability to perform itsduties as Trustee or Custodian, as applicable, under the Pooling and ServicingAgreement for the applicable transaction.

 

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

 

Inaddition to the information regarding this Item that has been disclosed in the prospectusof the issuing entity filed in a 424(b)(2) filing dated March 12, 2017, (i)Midland Loan Services, a Division of PNC Bank, National Association, the masterservicer under the GSMS 2017-GS6 pooling and servicing agreement, pursuant towhich the Pentagon Center mortgage loan is serviced, is also the masterservicer under the MSC 2017-H1 pooling and servicing agreement, pursuant towhich 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.

 

**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)Poolingand Servicing Agreement, dated as of May 1, 2017, between Morgan StanleyCapital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank,National Association, as master servicer, Rialto Capital Advisors, LLC, asspecial servicer, Wells Fargo Bank, National Association, as trustee,certificate administrator, certificate registrar, authenticating agent andcustodian, and Park Bridge Lender Services LLC, as operating advisor and assetrepresentations reviewer (filed as Exhibit 4.1 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).

 

(4.2)Pooling and Servicing Agreement, dated as of March 1, 2017, between GS MortgageSecurities Corporation II, as depositor, Midland Loan Services, a Division ofPNC Bank, National Association, as master servicer, Rialto Capital Advisors,LLC, as special servicer, Wells Fargo Bank, National Association, as trusteeand certificate administrator, and Pentalpha Surveillance LLC, as operatingadvisor and as asset representations reviewer, relating to the GSMS 2017-GS5securitization transaction, pursuant to which the Pentagon Center Mortgage Loanwas serviced from 05/11/17 to 05/31/17  (filed as Exhibit 4.2 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).

 

(4.3)Poolingand Servicing Agreement, dated as of April 1, 2017, between CitigroupCommercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, NationalAssociation, as master servicer, Rialto Capital Advisors, LLC, as specialservicer, Citibank, N.A., as certificate administrator and custodian, DeutscheBank Trust Company Americas, as trustee, and Park Bridge Lender Services LLC,as operating advisor and as asset representations reviewer, relating to theCGCMC 2017-P7 securitization transaction, pursuant to which the Key CenterCleveland Mortgage Loan is serviced (filed as Exhibit 4.3 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).

 

(4.4)Poolingand Servicing Agreement, dated as of April 1, 2017, between Wells FargoCommercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, NationalAssociation, as master servicer and certificate administrator, Rialto CapitalAdvisors, LLC, as special servicer, Wilmington Trust, National Association, astrustee, and Pentalpha Surveillance LLC, as operating advisor and as assetrepresentations reviewer, relating the to the BANK 2017-BNK4 securitizationtransaction, pursuant to which the D.C. Office Portfolio Mortgage Loan andRalph's Food Warehouse Portfolio Mortgage Loan are serviced (filed as Exhibit4.4 to the registrant's Current Report on Form 8-K/A filed on January 25, 2018under SEC File No. 333-206582-07 and incorporated by reference herein).

 

(4.5)Poolingand Servicing Agreement, dated as of May 1, 2017, between GS MortgageSecurities Corporation II, as depositor, Midland Loan Services, a Division ofPNC Bank, National Association, as master servicer and special servicer, WellsFargo Bank, National Association, as certificate administrator and trustee, andPentalpha Surveillance LLC, as operating advisor and asset representations reviewer,relating to the GSMS 2017-GS6 securitization transaction, pursuant to which thePentagon Center Mortgage Loan was serviced from 05/31/17 to 12/31/17 (filed asExhibit 4.5 to the registrant's Current Report on Form 8-K filed on June 5,2017 under SEC File No. 333-206582-07 and incorporated by reference herein).

 

(4.6)Pooling and Servicing Agreement, dated as of June 1, 2017, between Morgan StanleyCapital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank,National Association, as master servicer, LNR Partners, LLC, as specialservicer, Wells Fargo Bank, National Association, as certificate administratorand trustee, and Trimont Real Estate Advisors, LLC, as operating advisor andasset representations reviewer, related to the MSC 2017-H1 securitizationtransaction, pursuant to which the Gateway Crossing Mortgage Loan was servicedfrom 06/08/17 to 12/31/17 (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 on assessment of compliance with servicing criteria for asset-backedsecurities.

33.1  Wells Fargo Bank, National Association, as CertificateAdministrator

33.2  Wells Fargo Bank, National Association, as Custodian

33.3  Wells Fargo Bank, National Association, as MasterServicer

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

33.5  Park Bridge Lender Services LLC, as Operating Advisor

33.6  KeyBank National Association, as Primary Servicer

33.7  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant

33.8  National Tax Search, LLC, as Servicing FunctionParticipant

33.9  Berkadia Commercial Mortgage LLC, as ServicingFunction Participant

33.10  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:Pentagon Center (from 5/31/17 to 12/31/17) (see Exhibit 33.4) 

33.11  Wells Fargo Bank, National Association, as MasterServicer under the CGCMT 2017-P7 securitization, pursuant to which thefollowing mortgage loans were serviced: Key Center Cleveland (from 5/11/17 to12/31/17) (see Exhibit 33.3) 

33.12  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the CGCMT 2017-P7 securitization, pursuantto which the following mortgage loans were serviced: Key Center Cleveland (from5/11/17 to 12/31/17) (see Exhibit 33.7) 

33.13  National Tax Search, LLC, as Servicing FunctionParticipant under the CGCMT 2017-P7 securitization, pursuant to which thefollowing mortgage loans were serviced: Key Center Cleveland (from 5/11/17 to12/31/17) (see Exhibit 33.8) 

33.14  Berkadia Commercial Mortgage LLC, as ServicingFunction Participant under the CGCMT 2017-P7 securitization, pursuant to whichthe following mortgage loans were serviced: Key Center Cleveland (from 5/11/17to 12/31/17) (see Exhibit 33.9) 

33.15  Wells Fargo Bank, National Association, as MasterServicer under the BANK 2017-BNK4 securitization, pursuant to which thefollowing mortgage loans were serviced: D.C. Office Portfolio (from 5/11/17 to12/31/17) and Ralph's Food Warehouse Portfolio (from 5/11/17 to 12/31/17) (seeExhibit 33.3) 

33.16  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the BANK 2017-BNK4 securitization,pursuant to which the following mortgage loans were serviced: D.C. OfficePortfolio (from 5/11/17 to 12/31/17) and Ralph's Food Warehouse Portfolio (from5/11/17 to 12/31/17) (see Exhibit 33.7) 

33.17  National Tax Search, LLC, as Servicing FunctionParticipant under the BANK 2017-BNK4 securitization, pursuant to which thefollowing mortgage loans were serviced: D.C. Office Portfolio (from 5/11/17 to12/31/17) and Ralph's Food Warehouse Portfolio (from 5/11/17 to 12/31/17) (seeExhibit 33.8) 

33.18  Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Master Servicer under the MSC 2017-H1 securitization, pursuantto which the following mortgage loans were serviced: Gateway Crossing (from6/8/17 to 12/31/17) (see Exhibit 33.4) 

33.19  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the GSMS 2017-GS5securitization, pursuant to which the following mortgage loans were serviced:Pentagon Center (from 5/11/17 to 5/30/17) (see Exhibit 33.4) 

33.20  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:Pentagon Center (from 5/31/17 to 12/31/17) (see Exhibit 33.4) 

33.21  Rialto Capital Advisors, LLC, as Special Servicerunder the CGCMT 2017-P7 securitization, pursuant to which the followingmortgage loans were serviced: Key Center Cleveland (from 5/11/17 to 12/31/17)

33.22  Rialto Capital Advisors, LLC, as Special Servicerunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced: D.C. Office Portfolio (from 5/11/17 to 12/31/17)and Ralph's Food Warehouse Portfolio (from 5/11/17 to 12/31/17) (see Exhibit33.21) 

33.23  Rialto Capital Advisors, LLC, as Special Servicerunder the GSMS 2017-GS5 securitization, pursuant to which the following mortgageloans were serviced: Pentagon Center (from 5/11/17 to 5/30/17) (see Exhibit33.21) 

33.24  Wells Fargo Bank, National Association, as Custodianunder the GSMS 2017-GS6 securitization, pursuant to which the followingmortgage loans were serviced: Pentagon Center (from 5/31/17 to 12/31/17) (seeExhibit 33.2) 

33.25  Deutsche Bank Trust Company Americas, as Custodian underthe CGCMT 2017-P7 securitization, pursuant to which the following mortgageloans were serviced: Key Center Cleveland (from 5/11/17 to 12/31/17)

33.26  Wells Fargo Bank, National Association, as Custodianunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced: D.C. Office Portfolio (from 5/11/17 to 12/31/17)and Ralph's Food Warehouse Portfolio (from 5/11/17 to 12/31/17) (see Exhibit33.2) 

33.27  Wells Fargo Bank, National Association, as Custodianunder the MSC 2017-H1 securitization, pursuant to which the following mortgageloans were serviced: Gateway Crossing (from 6/8/17 to 12/31/17) (see Exhibit33.2) 

33.28  Wells Fargo Bank, National Association, as Custodianunder the GSMS 2017-GS5 securitization, pursuant to which the followingmortgage loans were serviced: Pentagon Center (from 5/11/17 to 5/30/17) (seeExhibit 33.2) 

 

(34)Attestation reports on assessment of compliance with servicing criteria forasset-backed securities.

34.1  Wells Fargo Bank, National Association, as CertificateAdministrator

34.2  Wells Fargo Bank, National Association, as Custodian

34.3  Wells Fargo Bank, National Association, as MasterServicer

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

34.5  Park Bridge Lender Services LLC, as Operating Advisor

34.6  KeyBank National Association, as Primary Servicer

34.7  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant

34.8  National Tax Search, LLC, as Servicing FunctionParticipant

34.9  Berkadia Commercial Mortgage LLC, as ServicingFunction Participant

34.10  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:Pentagon Center (from 5/31/17 to 12/31/17) (see Exhibit 34.4) 

34.11  Wells Fargo Bank, National Association, as MasterServicer under the CGCMT 2017-P7 securitization, pursuant to which thefollowing mortgage loans were serviced: Key Center Cleveland (from 5/11/17 to12/31/17) (see Exhibit 34.3) 

34.12  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the CGCMT 2017-P7 securitization, pursuantto which the following mortgage loans were serviced: Key Center Cleveland (from5/11/17 to 12/31/17) (see Exhibit 34.7) 

34.13  National Tax Search, LLC, as Servicing FunctionParticipant under the CGCMT 2017-P7 securitization, pursuant to which thefollowing mortgage loans were serviced: Key Center Cleveland (from 5/11/17 to12/31/17) (see Exhibit 34.8) 

34.14  Berkadia Commercial Mortgage LLC, as ServicingFunction Participant under the CGCMT 2017-P7 securitization, pursuant to whichthe following mortgage loans were serviced: Key Center Cleveland (from 5/11/17to 12/31/17) (see Exhibit 34.9) 

34.15  Wells Fargo Bank, National Association, as Master Servicerunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced: D.C. Office Portfolio (from 5/11/17 to 12/31/17)and Ralph's Food Warehouse Portfolio (from 5/11/17 to 12/31/17) (see Exhibit34.3) 

34.16  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the BANK 2017-BNK4 securitization,pursuant to which the following mortgage loans were serviced: D.C. OfficePortfolio (from 5/11/17 to 12/31/17) and Ralph's Food Warehouse Portfolio (from5/11/17 to 12/31/17) (see Exhibit 34.7) 

34.17  National Tax Search, LLC, as Servicing FunctionParticipant under the BANK 2017-BNK4 securitization, pursuant to which thefollowing mortgage loans were serviced: D.C. Office Portfolio (from 5/11/17 to12/31/17) and Ralph's Food Warehouse Portfolio (from 5/11/17 to 12/31/17) (seeExhibit 34.8) 

34.18  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: Gateway Crossing(from 6/8/17 to 12/31/17) (see Exhibit 34.4) 

34.19  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the GSMS 2017-GS5securitization, pursuant to which the following mortgage loans were serviced:Pentagon Center (from 5/11/17 to 5/30/17) (see Exhibit 34.4) 

34.20  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:Pentagon Center (from 5/31/17 to 12/31/17) (see Exhibit 34.4) 

34.21  Rialto Capital Advisors, LLC, as Special Servicerunder the CGCMT 2017-P7 securitization, pursuant to which the followingmortgage loans were serviced: Key Center Cleveland (from 5/11/17 to 12/31/17)

34.22  Rialto Capital Advisors, LLC, as Special Servicerunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced: D.C. Office Portfolio (from 5/11/17 to 12/31/17)and Ralph's Food Warehouse Portfolio (from 5/11/17 to 12/31/17) (see Exhibit34.21) 

34.23  Rialto Capital Advisors, LLC, as Special Servicerunder the GSMS 2017-GS5 securitization, pursuant to which the followingmortgage loans were serviced: Pentagon Center (from 5/11/17 to 5/30/17) (seeExhibit 34.21) 

34.24  Wells Fargo Bank, National Association, as Custodian underthe GSMS 2017-GS6 securitization, pursuant to which the following mortgageloans were serviced: Pentagon Center (from 5/31/17 to 12/31/17) (see Exhibit34.2) 

34.25  Deutsche Bank Trust Company Americas, as Custodianunder the CGCMT 2017-P7 securitization, pursuant to which the followingmortgage loans were serviced: Key Center Cleveland (from 5/11/17 to 12/31/17)

34.26  Wells Fargo Bank, National Association, as Custodianunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced: D.C. Office Portfolio (from 5/11/17 to 12/31/17)and Ralph's Food Warehouse Portfolio (from 5/11/17 to 12/31/17) (see Exhibit34.2) 

34.27  Wells Fargo Bank, National Association, as Custodianunder the MSC 2017-H1 securitization, pursuant to which the following mortgageloans were serviced: Gateway Crossing (from 6/8/17 to 12/31/17) (see Exhibit34.2) 

34.28  Wells Fargo Bank, National Association, as Custodianunder the GSMS 2017-GS5 securitization, pursuant to which the followingmortgage loans were serviced: Pentagon Center (from 5/11/17 to 5/30/17) (seeExhibit 34.2) 

 

(35)Servicer compliance statement.

35.1  Wells Fargo Bank, National Association, as CertificateAdministrator

35.2  Wells Fargo Bank, National Association, as Custodian

35.3  Wells Fargo Bank, National Association, as MasterServicer

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

35.5  KeyBank National Association, as Primary Servicer

35.6  Wells Fargo Bank, National Association, as MasterServicer under the CGCMT 2017-P7 securitization, pursuant to which thefollowing mortgage loans were serviced: Key Center Cleveland (from 5/11/17 to12/31/17)

35.7  Wells Fargo Bank, National Association, as MasterServicer under the BANK 2017-BNK4 securitization, pursuant to which thefollowing mortgage loans were serviced: D.C. Office Portfolio (from 5/11/17 to12/31/17) and Ralph's Food Warehouse Portfolio (from 5/11/17 to 12/31/17)

35.8  Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the GSMS 2017-GS6 securitization,pursuant to which the following mortgage loans were serviced: Pentagon Center(from 5/31/17 to 12/31/17) (see Exhibit 35.4) 

35.9  Rialto Capital Advisors, LLC, as Special Servicer underthe CGCMT 2017-P7 securitization, pursuant to which the following mortgageloans were serviced: Key Center Cleveland (from 5/11/17 to 12/31/17)

35.10  Rialto Capital Advisors, LLC, as Special Servicerunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced: D.C. Office Portfolio (from 5/11/17 to 12/31/17)and Ralph's Food Warehouse Portfolio (from 5/11/17 to 12/31/17)

35.11  Rialto Capital Advisors, LLC, as Special Servicerunder the GSMS 2017-GS5 securitization, pursuant to which the followingmortgage loans were serviced: Pentagon Center (from 5/11/17 to 5/30/17)

35.12  Wells Fargo Bank, National Association, as Custodianunder the GSMS 2017-GS6 securitization, pursuant to which the followingmortgage loans were serviced: Pentagon Center (from 5/31/17 to 12/31/17) (seeExhibit 35.2) 

35.13  Wells Fargo Bank, National Association, as Custodianunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced: D.C. Office Portfolio (from 5/11/17 to 12/31/17)and Ralph's Food Warehouse Portfolio (from 5/11/17 to 12/31/17) (see Exhibit 35.2)

35.14  Wells Fargo Bank, National Association, as Custodianunder the MSC 2017-H1 securitization, pursuant to which the following mortgageloans were serviced: Gateway Crossing (from 6/8/17 to 12/31/17) (see Exhibit35.2) 

35.15  Wells Fargo Bank, National Association, as Custodianunder the GSMS 2017-GS5 securitization, pursuant to which the followingmortgage loans were serviced: Pentagon Center (from 5/11/17 to 5/30/17) (seeExhibit 35.2) 

 

(99.1) MortgageLoan Purchase Agreement, dated May 4, 2017, between Morgan Stanley Capital IInc. and Morgan Stanley Mortgage Capital Holdings LLC (filed as Exhibit 99.1 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).

 

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

 

(99.3)MortgageLoan Purchase Agreement, dated May 4, 2017, between Morgan Stanley Capital IInc. and KeyBank National Association (filed as Exhibit 99.3 to theregistrant's Current Report on Form 8-K/A filed on January 25, 2018 under SECFile No. 333-206582-07 and incorporated by reference herein).

 

(99.4)AgreementBetween Note Holders, dated as of May 11, 2017, by and between Morgan StanleyBank, N.A., as Initial Note A-1 Holder and Morgan Stanley Bank, N.A., asInitial Note A-2 Holder, related to the Hyatt Regency loan combination (filedas Exhibit 99.4 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).

 

(99.5)Co-LenderAgreement, dated as of March 16, 2017, by and among Goldman Sachs MortgageCompany, as Initial Note A-1 Holder and Initial Note A-2 Holder and MorganStanley Bank, N.A., as Initial Note A-3 Holder, Morgan Stanley Bank, N.A., asInitial Note A-4 Holder, Morgan Stanley Bank, N.A., as Initial Note A-5 Holderand Morgan Stanley Bank, N.A., as Initial Note A-6 Holder, related to thePentagon Center loan combination (filed as Exhibit 99.5 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).

 

(99.6)Co-LenderAgreement, dated as of January 31, 2017, between Citi Real Estate Funding Inc.,as Note A-1 Holder, Citi Real Estate Funding Inc., as Note A-4 Holder, Bank ofAmerica, N.A., as Note A-2 Holder and Note A-5 Holder and Deutsche Bank AG, NewYork Branch, as Note A-3 Holder and Note A-6 Holder, related to the Key Centerloan combination (filed as Exhibit 99.6 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).

 

(99.7)AgreementBetween Note Holders, dated as of February 13, 2017, between Bank of America,N.A., as Initial Note A-1 Holder and Bank of America, N.A., as Initial Note A-2Holder, related to the D.C. Office Portfolio loan combination (filed as Exhibit99.7 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).

 

(99.8)AgreementBetween Note Holders, dated as of April 13, 2017, by and between Morgan StanleyBank, N.A., as Initial Note A-1 Holder and Morgan Stanley Bank, N.A., asInitial Note A-2 Holder, related to the Ralph's Food Warehouse Portfolio loancombination (filed as Exhibit 99.8 to the registrant's Current Report on Form8-K filed on May 12, 2017 under SEC File No. 333-206582-07 and incorporated byreference herein).

 

(99.9)AgreementBetween Holders, dated as of May 11, 2017, between Morgan Stanley Bank, N.A.,as Initial Note A-1 Holder and Morgan Stanley Bank, N.A., as Initial Note A-2Holder, related to the Gateway Crossing loan combination (filed as Exhibit 99.9to the registrant's Current Report on Form 8-K/A filed on January 25, 2018under SEC File No. 333-206582-07 and incorporated by reference herein).

 

(99.10)AgreementBetween NoteHolders, dated as of April 24, 2017, by and among KeyBank NationalAssociation, as Note A-1 Holder and KeyBank National Association, as Note A-2Holder, related to the Tops Portfolio loan combination (filed as Exhibit 99.10to the registrant's Current Report on Form 8-K/A filed on January 25, 2018under SEC File No. 333-206582-07 and incorporated by reference herein).

 

(99.11)PrimaryServicing Agreement, dated as of May 1, 2017, by and between Wells Fargo Bank,National Association, as master servicer, and KeyBank National Association, asprimary servicer (filed as Exhibit 99.11 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).

 

(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/ George Kok

GeorgeKok, President

(seniorofficer in charge of securitization of the depositor)

 

Date: April 2, 2018

 

 

Exhibit Index

 

Exhibit No.

 

(4.1)Pooling and Servicing Agreement, dated as of May 1, 2017, between MorganStanley Capital I Inc., as depositor, Midland Loan Services, a Division of PNCBank, National Association, as master servicer, Rialto Capital Advisors, LLC,as special servicer, Wells Fargo Bank, National Association, as trustee,certificate administrator, certificate registrar, authenticating agent andcustodian, and Park Bridge Lender Services LLC, as operating advisor and assetrepresentations reviewer (filed as Exhibit 4.1 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).

 

(4.2)Pooling and Servicing Agreement, dated as of March 1, 2017, between GS MortgageSecurities Corporation II, as depositor, Midland Loan Services, a Division ofPNC Bank, National Association, as master servicer, Rialto Capital Advisors,LLC, as special servicer, Wells Fargo Bank, National Association, as trusteeand certificate administrator, and Pentalpha Surveillance LLC, as operatingadvisor and as asset representations reviewer, relating to the GSMS 2017-GS5securitization transaction, pursuant to which the Pentagon Center Mortgage Loanwas serviced from 05/11/17 to 05/31/17 (filed as Exhibit 4.2 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).

 

(4.3)Pooling and Servicing Agreement, dated as of April 1, 2017, between CitigroupCommercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, NationalAssociation, as master servicer, Rialto Capital Advisors, LLC, as specialservicer, Citibank, N.A., as certificate administrator and custodian, DeutscheBank Trust Company Americas, as trustee, and Park Bridge Lender Services LLC,as operating advisor and as asset representations reviewer, relating to theCGCMC 2017-P7 securitization transaction, pursuant to which the Key CenterCleveland Mortgage Loan is serviced (filed as Exhibit 4.3 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).

 

(4.4)Pooling and Servicing Agreement, dated as of April 1, 2017, between Wells FargoCommercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, NationalAssociation, as master servicer and certificate administrator, Rialto CapitalAdvisors, LLC, as special servicer, Wilmington Trust, National Association, astrustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representationsreviewer, relating the to the BANK 2017-BNK4 securitization transaction,pursuant to which the D.C. Office Portfolio Mortgage Loan and Ralph's FoodWarehouse Portfolio Mortgage Loan are serviced (filed as Exhibit 4.4 to theregistrant's Current Report on Form 8-K/A filed on January 25, 2018 under SECFile No. 333-206582-07 and incorporated by reference herein).

 

(4.5)Pooling and Servicing Agreement, dated as of May 1, 2017, between GS MortgageSecurities Corporation II, as depositor, Midland Loan Services, a Division ofPNC Bank, National Association, as master servicer and special servicer, WellsFargo Bank, National Association, as certificate administrator and trustee, andPentalpha Surveillance LLC, as operating advisor and asset representationsreviewer, relating to the GSMS 2017-GS6 securitization transaction, pursuant towhich the Pentagon Center Mortgage Loan was serviced from 05/31/17 to 12/31/17(filed as Exhibit 4.5 to the registrant's Current Report on Form 8-K filed onJune 5, 2017 under SEC File No. 333-206582-07 and incorporated by referenceherein).

 

(4.6)Pooling and Servicing Agreement, dated as of June 1, 2017, between MorganStanley Capital I Inc., as depositor, Midland Loan Services, a Division of PNCBank, National Association, as master servicer, LNR Partners, LLC, as specialservicer, Wells Fargo Bank, National Association, as certificate administratorand trustee, and Trimont Real Estate Advisors, LLC, as operating advisor andasset representations reviewer, related to the MSC 2017-H1 securitizationtransaction, pursuant to which the Gateway Crossing Mortgage Loan was servicedfrom 06/08/17 to 12/31/17 (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 on assessment of compliance with servicing criteria for asset-backedsecurities.

33.1Wells Fargo Bank, National Association, as Certificate Administrator 

33.2Wells Fargo Bank, National Association, as Custodian

33.3Wells Fargo Bank, National Association, as Master Servicer

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

33.5Park Bridge Lender Services LLC, as Operating Advisor

33.6KeyBank National Association, as Primary Servicer

33.7CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant

33.8National Tax Search, LLC, as Servicing Function Participant

33.9Berkadia Commercial Mortgage LLC, as Servicing Function Participant

33.10Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer under the GSMS 2017-GS6 securitization, pursuant to which thefollowing mortgage loans were serviced: Pentagon Center (from 5/31/17 to12/31/17) (see Exhibit 33.4)

33.11Wells Fargo Bank, National Association, as Master Servicer under the CGCMT2017-P7 securitization, pursuant to which the following mortgage loans wereserviced: Key Center Cleveland (from 5/11/17 to 12/31/17) (see Exhibit 33.3)

33.12CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the CGCMT 2017-P7 securitization, pursuant to which thefollowing mortgage loans were serviced: Key Center Cleveland (from 5/11/17 to12/31/17) (see Exhibit 33.7)

33.13National Tax Search, LLC, as Servicing Function Participant under the CGCMT2017-P7 securitization, pursuant to which the following mortgage loans wereserviced: Key Center Cleveland (from 5/11/17 to 12/31/17) (see Exhibit 33.8)

33.14Berkadia Commercial Mortgage LLC, as Servicing Function Participant under theCGCMT 2017-P7 securitization, pursuant to which the following mortgage loanswere serviced: Key Center Cleveland (from 5/11/17 to 12/31/17) (see Exhibit33.9)

33.15Wells Fargo Bank, National Association, as Master Servicer under the BANK2017-BNK4 securitization, pursuant to which the following mortgage loans wereserviced: D.C. Office Portfolio (from 5/11/17 to 12/31/17) and Ralph's FoodWarehouse Portfolio (from 5/11/17 to 12/31/17) (see Exhibit 33.3)

33.16CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the BANK 2017-BNK4 securitization, pursuant to which thefollowing mortgage loans were serviced: D.C. Office Portfolio (from 5/11/17 to12/31/17) and Ralph's Food Warehouse Portfolio (from 5/11/17 to 12/31/17) (seeExhibit 33.7)

33.17National Tax Search, LLC, as Servicing Function Participant under the BANK2017-BNK4 securitization, pursuant to which the following mortgage loans wereserviced: D.C. Office Portfolio (from 5/11/17 to 12/31/17) and Ralph's FoodWarehouse Portfolio (from 5/11/17 to 12/31/17) (see Exhibit 33.8)

33.18Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer under the MSC 2017-H1 securitization, pursuant to which the followingmortgage loans were serviced: Gateway Crossing (from 6/8/17 to 12/31/17) (seeExhibit 33.4)

33.19Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer under the GSMS 2017-GS5 securitization, pursuant to which thefollowing mortgage loans were serviced: Pentagon Center (from 5/11/17 to5/30/17) (see Exhibit 33.4)

33.20Midland Loan Services, a Division of PNC Bank, National Association, as SpecialServicer under the GSMS 2017-GS6 securitization, pursuant to which thefollowing mortgage loans were serviced: Pentagon Center (from 5/31/17 to12/31/17) (see Exhibit 33.4)

33.21Rialto Capital Advisors, LLC, as Special Servicer under the CGCMT 2017-P7securitization, pursuant to which the following mortgage loans were serviced:Key Center Cleveland (from 5/11/17 to 12/31/17)

33.22Rialto Capital Advisors, LLC, as Special Servicer under the BANK 2017-BNK4securitization, pursuant to which the following mortgage loans were serviced:D.C. Office Portfolio (from 5/11/17 to 12/31/17) and Ralph's Food WarehousePortfolio (from 5/11/17 to 12/31/17) (see Exhibit 33.21)

33.23Rialto Capital Advisors, LLC, as Special Servicer under the GSMS 2017-GS5securitization, pursuant to which the following mortgage loans were serviced:Pentagon Center (from 5/11/17 to 5/30/17) (see Exhibit 33.21)

33.24Wells Fargo Bank, National Association, as Custodian under the GSMS 2017-GS6securitization, pursuant to which the following mortgage loans were serviced:Pentagon Center (from 5/31/17 to 12/31/17) (see Exhibit 33.2)

33.25Deutsche Bank Trust Company Americas, as Custodian under the CGCMT 2017-P7securitization, pursuant to which the following mortgage loans were serviced:Key Center Cleveland (from 5/11/17 to 12/31/17)

33.26Wells Fargo Bank, National Association, as Custodian under the BANK 2017-BNK4securitization, pursuant to which the following mortgage loans were serviced:D.C. Office Portfolio (from 5/11/17 to 12/31/17) and Ralph's Food WarehousePortfolio (from 5/11/17 to 12/31/17) (see Exhibit 33.2)

33.27Wells Fargo Bank, National Association, as Custodian under the MSC 2017-H1securitization, pursuant to which the following mortgage loans were serviced:Gateway Crossing (from 6/8/17 to 12/31/17) (see Exhibit 33.2)

33.28Wells Fargo Bank, National Association, as Custodian under the GSMS 2017-GS5securitization, pursuant to which the following mortgage loans were serviced:Pentagon Center (from 5/11/17 to 5/30/17) (see Exhibit 33.2)

 

(34)Attestation reports on assessment of compliance with servicing criteria forasset-backed securities.

34.1Wells Fargo Bank, National Association, as Certificate Administrator

34.2Wells Fargo Bank, National Association, as Custodian

34.3Wells Fargo Bank, National Association, as Master Servicer

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

34.5Park Bridge Lender Services LLC, as Operating Advisor

34.6KeyBank National Association, as Primary Servicer

34.7CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant

34.8National Tax Search, LLC, as Servicing Function Participant

34.9Berkadia Commercial Mortgage LLC, as Servicing Function Participant

34.10Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer under the GSMS 2017-GS6 securitization, pursuant to which thefollowing mortgage loans were serviced: Pentagon Center (from 5/31/17 to12/31/17) (see Exhibit 34.4)

34.11Wells Fargo Bank, National Association, as Master Servicer under the CGCMT2017-P7 securitization, pursuant to which the following mortgage loans wereserviced: Key Center Cleveland (from 5/11/17 to 12/31/17) (see Exhibit 34.3)

34.12CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the CGCMT 2017-P7 securitization, pursuant to which thefollowing mortgage loans were serviced: Key Center Cleveland (from 5/11/17 to12/31/17) (see Exhibit 34.7)

34.13National Tax Search, LLC, as Servicing Function Participant under the CGCMT2017-P7 securitization, pursuant to which the following mortgage loans wereserviced: Key Center Cleveland (from 5/11/17 to 12/31/17) (see Exhibit 34.8)

34.14Berkadia Commercial Mortgage LLC, as Servicing Function Participant under theCGCMT 2017-P7 securitization, pursuant to which the following mortgage loanswere serviced: Key Center Cleveland (from 5/11/17 to 12/31/17) (see Exhibit34.9)

34.15Wells Fargo Bank, National Association, as Master Servicer under the BANK2017-BNK4 securitization, pursuant to which the following mortgage loans wereserviced: D.C. Office Portfolio (from 5/11/17 to 12/31/17) and Ralph's FoodWarehouse Portfolio (from 5/11/17 to 12/31/17) (see Exhibit 34.3)

34.16CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the BANK 2017-BNK4 securitization, pursuant to which thefollowing mortgage loans were serviced: D.C. Office Portfolio (from 5/11/17 to12/31/17) and Ralph's Food Warehouse Portfolio (from 5/11/17 to 12/31/17) (seeExhibit 34.7)

34.17National Tax Search, LLC, as Servicing Function Participant under the BANK2017-BNK4 securitization, pursuant to which the following mortgage loans wereserviced: D.C. Office Portfolio (from 5/11/17 to 12/31/17) and Ralph's FoodWarehouse Portfolio (from 5/11/17 to 12/31/17) (see Exhibit 34.8)

34.18Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer under the MSC 2017-H1 securitization, pursuant to which the followingmortgage loans were serviced: Gateway Crossing (from 6/8/17 to 12/31/17) (seeExhibit 34.4)

34.19Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer under the GSMS 2017-GS5 securitization, pursuant to which thefollowing mortgage loans were serviced: Pentagon Center (from 5/11/17 to5/30/17) (see Exhibit 34.4)

34.20Midland Loan Services, a Division of PNC Bank, National Association, as SpecialServicer under the GSMS 2017-GS6 securitization, pursuant to which thefollowing mortgage loans were serviced: Pentagon Center (from 5/31/17 to12/31/17) (see Exhibit 34.4)

34.21Rialto Capital Advisors, LLC, as Special Servicer under the CGCMT 2017-P7securitization, pursuant to which the following mortgage loans were serviced:Key Center Cleveland (from 5/11/17 to 12/31/17)

34.22Rialto Capital Advisors, LLC, as Special Servicer under the BANK 2017-BNK4securitization, pursuant to which the following mortgage loans were serviced:D.C. Office Portfolio (from 5/11/17 to 12/31/17) and Ralph's Food WarehousePortfolio (from 5/11/17 to 12/31/17) (see Exhibit 34.21)

34.23Rialto Capital Advisors, LLC, as Special Servicer under the GSMS 2017-GS5 securitization,pursuant to which the following mortgage loans were serviced: Pentagon Center(from 5/11/17 to 5/30/17) (see Exhibit 34.21)

34.24Wells Fargo Bank, National Association, as Custodian under the GSMS 2017-GS6securitization, pursuant to which the following mortgage loans were serviced:Pentagon Center (from 5/31/17 to 12/31/17) (see Exhibit 34.2)

34.25Deutsche Bank Trust Company Americas, as Custodian under the CGCMT 2017-P7securitization, pursuant to which the following mortgage loans were serviced:Key Center Cleveland (from 5/11/17 to 12/31/17)

34.26Wells Fargo Bank, National Association, as Custodian under the BANK 2017-BNK4securitization, pursuant to which the following mortgage loans were serviced:D.C. Office Portfolio (from 5/11/17 to 12/31/17) and Ralph's Food WarehousePortfolio (from 5/11/17 to 12/31/17) (see Exhibit 34.2)

34.27Wells Fargo Bank, National Association, as Custodian under the MSC 2017-H1securitization, pursuant to which the following mortgage loans were serviced:Gateway Crossing (from 6/8/17 to 12/31/17) (see Exhibit 34.2)

34.28Wells Fargo Bank, National Association, as Custodian under the GSMS 2017-GS5securitization, pursuant to which the following mortgage loans were serviced:Pentagon Center (from 5/11/17 to 5/30/17) (see Exhibit 34.2)

 

(35)Servicer compliance statement.

35.1Wells Fargo Bank, National Association, as Certificate Administrator

35.2Wells Fargo Bank, National Association, as Custodian

35.3Wells Fargo Bank, National Association, as Master Servicer

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

35.5KeyBank National Association, as Primary Servicer

35.6Wells Fargo Bank, National Association, as Master Servicer under the CGCMT2017-P7 securitization, pursuant to which the following mortgage loans wereserviced: Key Center Cleveland (from 5/11/17 to 12/31/17)

35.7Wells Fargo Bank, National Association, as Master Servicer under the BANK2017-BNK4 securitization, pursuant to which the following mortgage loans wereserviced: D.C. Office Portfolio (from 5/11/17 to 12/31/17) and Ralph's FoodWarehouse Portfolio (from 5/11/17 to 12/31/17)

35.8Midland Loan Services, a Division of PNC Bank, National Association, as SpecialServicer under the GSMS 2017-GS6 securitization, pursuant to which thefollowing mortgage loans were serviced: Pentagon Center (from 5/31/17 to12/31/17) (see Exhibit 35.4)

35.9Rialto Capital Advisors, LLC, as Special Servicer under the CGCMT 2017-P7securitization, pursuant to which the following mortgage loans were serviced:Key Center Cleveland (from 5/11/17 to 12/31/17)

35.10Rialto Capital Advisors, LLC, as Special Servicer under the BANK 2017-BNK4securitization, pursuant to which the following mortgage loans were serviced:D.C. Office Portfolio (from 5/11/17 to 12/31/17) and Ralph's Food WarehousePortfolio (from 5/11/17 to 12/31/17)     

35.11Rialto Capital Advisors, LLC, as Special Servicer under the GSMS 2017-GS5securitization, pursuant to which the following mortgage loans were serviced:Pentagon Center (from 5/11/17 to 5/30/17)

35.12Wells Fargo Bank, National Association, as Custodian under the GSMS 2017-GS6securitization, pursuant to which the following mortgage loans were serviced:Pentagon Center (from 5/31/17 to 12/31/17) (see Exhibit 35.2)

35.13Wells Fargo Bank, National Association, as Custodian under the BANK 2017-BNK4securitization, pursuant to which the following mortgage loans were serviced:D.C. Office Portfolio (from 5/11/17 to 12/31/17) and Ralph's Food WarehousePortfolio (from 5/11/17 to 12/31/17) (see Exhibit 35.2)

35.14Wells Fargo Bank, National Association, as Custodian under the MSC 2017-H1securitization, pursuant to which the following mortgage loans were serviced: GatewayCrossing (from 6/8/17 to 12/31/17) (see Exhibit 35.2)

35.15Wells Fargo Bank, National Association, as Custodian under the GSMS 2017-GS5securitization, pursuant to which the following mortgage loans were serviced:Pentagon Center (from 5/11/17 to 5/30/17) (see Exhibit 35.2)

 

(99.1) Mortgage Loan PurchaseAgreement, dated May 4, 2017, between Morgan Stanley Capital I Inc. and MorganStanley Mortgage Capital Holdings LLC (filed as Exhibit 99.1 to theregistrant's Current Report on Form 8-K/A filed on January 25, 2018 under SECFile No. 333-206582-07 and incorporated by reference herein).

 

(99.2)Mortgage Loan Purchase Agreement, dated May 4, 2017, 2017, between MorganStanley Capital I Inc. and Bank of America, National Association (filed asExhibit 99.2 to the registrant's Current Report on Form 8-K/A filed on January25, 2018 under SEC File No. 333-206582-07 and incorporated by referenceherein).

 

(99.3)Mortgage Loan Purchase Agreement, dated May 4, 2017, between Morgan StanleyCapital I Inc. and KeyBank National Association (filed as Exhibit 99.3 to theregistrant's Current Report on Form 8-K/A filed on January 25, 2018 under SECFile No. 333-206582-07 and incorporated by reference herein).

 

(99.4)Agreement Between Note Holders, dated as of May 11, 2017, by and between MorganStanley Bank, N.A., as Initial Note A-1 Holder and Morgan Stanley Bank,N.A., as Initial Note A-2 Holder, related to the Hyatt Regency loan combination(filed as Exhibit 99.4 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).

 

(99.5)Co-Lender Agreement, dated as of March 16, 2017, by and among Goldman SachsMortgage Company, as Initial Note A-1 Holder and Initial Note A-2 Holder andMorgan 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 NoteA-5 Holder and Morgan Stanley Bank, N.A., as Initial Note A-6 Holder, relatedto the Pentagon Center loan combination (filed as Exhibit 99.5 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).

 

(99.6)Co-Lender Agreement, dated as of January 31, 2017, between Citi Real EstateFunding Inc., as Note A-1 Holder, Citi Real Estate Funding Inc., as Note A-4Holder, Bank of America, N.A., as Note A-2 Holder and Note A-5 Holder andDeutsche Bank AG, New York Branch, as Note A-3 Holder and Note A-6 Holder,related to the Key Center loan combination (filed as Exhibit 99.6 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).

 

(99.7)Agreement Between Note Holders, dated as of February 13, 2017, between Bank ofAmerica, N.A., as Initial Note A-1 Holder and Bank of America, N.A., as InitialNote A-2 Holder, related to the D.C. Office Portfolio loan combination (filedas Exhibit 99.7 to the registrant's Current Report on Form 8-K filed on May 12,2017 under SEC File No. 333-206582-07 and incorporated by reference herein).

 

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

 

(99.9)Agreement Between Holders, dated as of May 11, 2017, between Morgan StanleyBank, N.A., as Initial Note A-1 Holder and Morgan Stanley Bank, N.A., asInitial Note A-2 Holder, related to the Gateway Crossing loan combination(filed as Exhibit 99.9 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).

 

(99.10)Agreement Between NoteHolders, dated as of April 24, 2017, by and among KeyBankNational Association, as Note A-1 Holder and KeyBank National Association, asNote A-2 Holder, related to the Tops Portfolio loan combination (filed asExhibit 99.10 to the registrant's Current Report on Form 8-K/A filed on January25, 2018 under SEC File No. 333-206582-07 and incorporated by referenceherein).

 

(99.11)Primary Servicing Agreement, dated as of May 1, 2017, by and between WellsFargo Bank, National Association, as master servicer, and KeyBank NationalAssociation, as primary servicer (filed as Exhibit 99.11 to the registrant'sCurrent Report on Form 8-K/A filed on January 25, 2018 under SEC File No.333-206582-07 and incorporated by reference herein).