**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, 2018 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:

 

  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 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 accelerated filer","accelerated filer," "smaller reporting company," 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 isincorporated: (1)Any annual report to security holders; (2) Any proxy orinformation statement; and (3)Any prospectus filed pursuant to Rule 424(b) or(c) under the Securities Act of 1933. The listed documents should be clearlydescribed for identification purposes (e.g., annual report to security holdersfor fiscal year ended December 24, 1980).

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

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

 

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

 

• the Key Center Cleveland mortgage loan, which is serviced pursuantto the CGCMT 2017-P7 pooling and servicing agreement attached hereto as Exhibit4.2;

 

• 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 the partiesto each pooling and servicing agreement listed in the Exhibit Index both (1)participates in the servicing function for purposes of Item 1122 of RegulationAB and (2) constitutes a servicer that meets the criteria in Item 1108(a)(2)(i)through (iii) of Regulation AB for purposes of Item 1123 of Regulation 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 the operatingadvisor 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, aDivision of PNC Bank, National Association is not the MSBAM 2017-C33 masterservicer, is not affiliated with any sponsor and services only the PentagonCenter mortgage loan and the Gateway Crossing mortgage loan, which collectivelyconstitute more than 5% but less than 10% of the mortgage pool, Midland LoanServices, a Division of PNC Bank, National Association, as GSMS 2017-GS6 masterservicer and MSC 2017-H1 master servicer, constitutes a reporting “servicingfunction participant” for purposes of Item 1122 of Regulation AB, as specifiedin the Instruction 3 to Item 1122, but does not constitute a reporting“servicer” for purposes of Item 1123 of Regulation AB, as specified in theInstruction to Item 1123.

 

• 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 anysponsor and services only the Key Center Cleveland mortgage loan, whichconstitutes more than 5% but less than 10% of the mortgage pool, Deutsche BankTrust Company 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 1.8%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 Warehouse Portfoliomortgage loans are serviced, engaged the services of CoreLogic Commercial RealEstate Services, Inc. and National Tax Search, LLC, in each case as a servicingfunction participant in respect of the D.C. Office Portfolio and Ralph’s FoodWarehouse Portfolio mortgage loans for the reporting period.

 

 

 

| **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.**

 

No entityor group of affiliated entities provides any enhancement or other support forthe certificates as described under Item 1114 (a) of Regulation AB.

 

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

 

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

 

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

 

Theregistrant knows of no legal proceeding pending against the sponsors,depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation AB, orother party contemplated by Item 1100(d)(1) of Regulation AB, or of which anyproperty of the foregoing is the subject, that is material to security holders,other than as disclosed in the prospectus of the issuing entity filed in a424(b)(2) filing dated March 12, 2017, and other than as follows:

 

SinceJune 18, 2014, a group of institutional investors have filed civil complaintsin the Supreme Court of the State of New York, New York County, and later theU.S. District Court for the Southern District of New York against Wells FargoBank, N.A., (“Wells Fargo Bank”) in its capacity as trustee for certainresidential mortgage backed securities (“RMBS”) trusts. The complaints againstWells Fargo Bank alleged that the trustee caused losses to investors andasserted causes of action based upon, among other things, the trustee's allegedfailure to: (i) notify and enforce repurchase obligations of mortgage loansellers for purported breaches of representations and warranties, (ii) notifyinvestors of alleged events of default, and (iii) abide by appropriatestandards of care following alleged events of default. Relief sought includedmoney damages in an unspecified amount, reimbursement of expenses, andequitable relief. Wells Fargo Bank has reached an agreement, in which it deniesany wrongdoing, to resolve these claims on a classwide basis for the 271 RMBS trustscurrently at issue. The settlement agreement is subject to court approval.Separate lawsuits against Wells Fargo Bank making similar allegations filed bycertain other institutional investors concerning 57 RMBS trusts in New Yorkfederal and state court are not covered by the agreement. With respect to theforegoing litigations, Wells Fargo Bank believes plaintiffs' claims are withoutmerit and intends to contest the claims vigorously, but there can be noassurances as to the outcome of the litigations or the possible impact of thelitigations on Wells 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 suitin the Supreme Court of New York, County of New York, against KeyBank NationalAssociation and Berkadia Commercial Mortgage LLC (collectively, the “CIBC18Servicers”).  The suit was filed derivatively on behalf of the CIBC18Trust.  The action was brought in connection with the CIBC18 Servicers’determination of the fair value of a loan, secured by the Bryant Park Hotel inNew York City, held by the CIBC18 Trust and sold to an assignee of the CIBC18Trust’s directing certificateholder, pursuant to an exercise of the fair valueoption set forth in the pooling and servicing agreement governing the CIBC18Trust.  There can be no assurances as to the outcome of the action or thepossible impact of the litigation on the CIBC18 Servicers.  Both CIBC18Servicers deny liability, believe that they performed their obligations inaccordance with the terms of the pooling and servicing agreement applicable tothe CIBC18 Trust, and have contested the claims asserted against them, filing amotion to dismiss the case.  On November 28, 2016, the motion to dismisswas granted.  The plaintiff certificateholder filed an appeal, and theappeal is pending. In the first quarter of 2018, the case was fully dismissedand is no longer pending.

 

Deutsche Bank Trust CompanyAmericas (“DBTCA”) and Deutsche Bank National Trust Company (“DBNTC”) have beensued by investors in civil litigation concerning their role as trustees ofcertain RMBS trusts. 

 

On June18, 2014, a group of investors, including funds managed by Blackrock Advisors,LLC, PIMCO-Advisors, L.P., and others, filed an action against DBNTC and DBTCAin New York State Supreme Court alleging that DBNTC and DBTCA failed to performpurported duties, as trustees for 544 private-label RMBS trusts, to enforcebreaches of representations and warranties as to mortgage loans held by thetrusts and to enforce breaches by servicers of their mortgage loan servicingobligations 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 a settlement among the parties, the *BlackRock*SDNY Case wasdismissed on December 6, 2018 and the *BlackRock*California Case wasdismissed 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.  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 Trust Indenture Act of 1939(“TIA”); breach of contract; breach of fiduciary duty; negligence and grossnegligence; violation of New York’s Streit Act; and breach of the covenant ofgood faith.  However, in the third amended complaint, plaintiffsacknowledge that, before DBTCA was added to the case, the court dismissedplaintiffs’ TIA claims, negligence and gross negligence claims, Streit Actclaims, claims for breach of the covenant of good faith, and certain theoriesof plaintiffs’ breach of contract claims, and plaintiffs only include theseclaims to preserve any rights on appeal.  Plaintiffs allege damages of“hundreds of millions of dollars.”  On November 13, 2017, DBNTC and DBTCAfiled an answer to the third amended complaint.  On December 7, 2018,DBNTC and DBTCA filed a motion for summary judgment.  Also on December 7,2018, plaintiffs, jointly with Commerzbank AG (*see* description of *Commerzbank*case below), filed a motion for partial summary judgment.

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

 

OnDecember 30, 2015, IKB International, S.A. in Liquidation and IKB DeutscheIndustriebank A.G. (collectively, “IKB”), as an investor in 37 RMBS trusts,filed a summons with notice in the Supreme Court of the State of New York, NewYork County, against DBNTC and DBTCA as trustees of the trusts.  On May27, 2016, IKB served its complaint asserting claims for breach of contract,breach of fiduciary duty, breach of duty to avoid conflicts of interest,violation of the Streit Act, violation of the TIA, violation of Regulation AB,and violation of Section 9 of the Uniform Commercial Code.  IKB allegesthat DBNTC and DBTCA are liable for over U.S. $268 million in damages.  OnOctober 5, 2016, DBNTC and DBTCA, together with several other trusteesdefending lawsuits by IKB, filed a joint motion to dismiss.  On January 6,2017 and June 20, 2017, IKB voluntarily dismissed with prejudice all claims asto seven trusts.  As of March 1, 2019, DBNTC and DBTCA’s motion to dismisshas been briefed and is awaiting decision by the court.

 

It is DBTCA’s belief that it has no pending legalproceedings (including, based on DBTCA’s present evaluation, the litigationdisclosed in the foregoing paragraphs) that would materially affect its abilityto perform its duties under the related servicing agreementfor 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 March 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 for asset-backedsecurities and the related attestation reports on such assessments ofcompliance 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 is currently remediating the Schedule ALreporting for the CMBS transactions found to be incorrect, and will be makingimprovements to its systems, processes and procedures to support its ScheduleAL reporting obligations.

 

**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 Stanley CapitalI Inc., as depositor, Midland Loan Services, a Division of PNC Bank, NationalAssociation, as master servicer, Rialto Capital Advisors, LLC, as specialservicer, Wells Fargo Bank, National Association, as trustee, certificateadministrator, certificate registrar, authenticating agent and custodian, andPark Bridge Lender Services LLC, as operating advisor and asset representationsreviewer (filed as Exhibit 4.1 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).

 

(4.2)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).

 

(4.3)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), asamended pursuant to that certain Amendment No. 1 to Pooling and ServicingAgreement, dated as of June 18, 2018, between Wells Fargo Commercial MortgageSecurities, Inc., as depositor, Wells Fargo Bank, National Association, asmaster servicer Rialto Capital Advisors, LLC, special servicer, Wells FargoBank, National Association, as certificate administrator, Wilmington Trust,National Association, as trustee, and Pentalpha Surveillance LLC, as operatingadvisor and as asset representations reviewer (filed as Exhibit 4.7 to theregistrant's Current Report on Form 8-K filed on June 25, 2018 under SEC FileNo. 333-206582-07 and incorporated by reference herein).

 

(4.4)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 representationsreviewer, relating to the GSMS 2017-GS6 securitization transaction, pursuant towhich the Pentagon Center Mortgage Loan is serviced (filed as Exhibit 4.5 tothe registrant's Current Report on Form 8-K filed on June 5, 2017 under SECFile No. 333-206582-07 and incorporated by reference herein).

 

(4.5)Poolingand 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 is serviced(filed as Exhibit 4.6 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).

 

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

 

(33)  Reports on assessment of compliance with servicing criteria forasset-backed securities.

33.1  Wells FargoBank, National Association, as CertificateAdministrator

33.2  Wells FargoBank, National Association, as Custodian

33.3  Wells FargoBank, National Association, as MasterServicer

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

33.5  Park BridgeLender Services LLC, as Operating Advisor

33.6  KeyBank NationalAssociation, as Primary Servicer

33.7  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant

33.8  National TaxSearch, LLC, as Servicing FunctionParticipant

33.9  BerkadiaCommercial Mortgage LLC, as ServicingFunction Participant

33.10  Midland LoanServices, a Division of PNC Bank,National Association, as Master Servicer under the GSMS 2017-GS6securitization, pursuant to which the following mortgage loans were serviced bysuch party: Pentagon Center (from 1/1/18 to 12/31/18) (see Exhibit 33.4) 

33.11  Wells FargoBank, National Association, as MasterServicer under the CGCMT 2017-P7 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Key Center Cleveland(from 1/1/18 to 12/31/18) (see Exhibit 33.3) 

33.12  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the CGCMT 2017-P7 securitization, pursuantto which the following mortgage loans were serviced by such party: Key CenterCleveland (from 1/1/18 to 12/31/18) (see Exhibit 33.7) 

33.13  National TaxSearch, LLC, as Servicing FunctionParticipant under the CGCMT 2017-P7 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Key Center Cleveland(from 1/1/18 to 12/31/18) (see Exhibit 33.8) 

33.14 Berkadia CommercialMortgage 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 1/1/18 to 12/31/18) (see Exhibit 33.9)

33.15  Wells FargoBank, National Association, as MasterServicer under the BANK 2017-BNK4 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: D.C. Office Portfolio(from 1/1/18 to 12/31/18) and Ralph's Food Warehouse Portfolio (from 1/1/18 to12/31/18) (see Exhibit 33.3) 

33.16  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the BANK 2017-BNK4 securitization,pursuant to which the following mortgage loans were serviced by such party:D.C. Office Portfolio (from 1/1/18 to 12/31/18) and Ralph's Food WarehousePortfolio (from 1/1/18 to 12/31/18) (see Exhibit 33.7) 

33.17  National TaxSearch, LLC, as Servicing FunctionParticipant under the BANK 2017-BNK4 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: D.C. Office Portfolio(from 1/1/18 to 12/31/18) and Ralph's Food Warehouse Portfolio (from 1/1/18 to12/31/18) (see Exhibit 33.8) 

33.18  Midland LoanServices, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2017-H1 securitization,pursuant to which the following mortgage loans were serviced by such party:Gateway Crossing (from 1/1/18 to 12/31/18) (see Exhibit 33.4) 

33.19  Midland LoanServices, a Division of PNC Bank,National Association, as Special Servicer under the GSMS 2017-GS6securitization, pursuant to which the following mortgage loans were serviced bysuch party: Pentagon Center (from 1/1/18 to 12/31/18) (see Exhibit 33.4) 

33.20  Rialto CapitalAdvisors, LLC, as Special Servicerunder the CGCMT 2017-P7 securitization, pursuant to which the followingmortgage loans were serviced by such party: Key Center Cleveland (from 1/1/18to 12/31/18)

33.21  Rialto CapitalAdvisors, LLC, as Special Servicerunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced by such party: D.C. Office Portfolio (from 1/1/18to 12/31/18) and Ralph's Food Warehouse Portfolio (from 1/1/18 to 12/31/18)(see Exhibit 33.20) 

33.22  Wells FargoBank, National Association, as Custodianunder the GSMS 2017-GS6 securitization, pursuant to which the followingmortgage loans were serviced by such party: Pentagon Center (from 1/1/18 to12/31/18) (see Exhibit 33.2) 

33.23  Deutsche BankTrust Company Americas, as Custodianunder the CGCMT 2017-P7 securitization, pursuant to which the followingmortgage loans were serviced by such party: Key Center Cleveland (from 1/1/18to 12/31/18)

33.24  Wells FargoBank, National Association, as Custodianunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced by such party: D.C. Office Portfolio (from 1/1/18to 12/31/18) and Ralph's Food Warehouse Portfolio (from 1/1/18 to 12/31/18)(see Exhibit 33.2) 

33.25  Wells FargoBank, National Association, as Custodianunder the MSC 2017-H1 securitization, pursuant to which the following mortgageloans were serviced by such party: Gateway Crossing (from 1/1/18 to 12/31/18)(see Exhibit 33.2) 

 

(34). Attestation reports on assessment ofcompliance with servicing criteria for asset-backed securities.

34.1  Wells FargoBank, National Association, as CertificateAdministrator

34.2  Wells FargoBank, National Association, as Custodian

34.3  Wells FargoBank, National Association, as MasterServicer

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

34.5  Park BridgeLender Services LLC, as Operating Advisor

34.6  KeyBank NationalAssociation, as Primary Servicer

34.7  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant

34.8  National TaxSearch, LLC, as Servicing FunctionParticipant

34.9  BerkadiaCommercial Mortgage LLC, as ServicingFunction Participant

34.10  Midland LoanServices, a Division of PNC Bank,National Association, as Master Servicer under the GSMS 2017-GS6securitization, pursuant to which the following mortgage loans were serviced bysuch party: Pentagon Center (from 1/1/18 to 12/31/18) (see Exhibit 34.4) 

34.11  Wells FargoBank, National Association, as MasterServicer under the CGCMT 2017-P7 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Key Center Cleveland(from 1/1/18 to 12/31/18) (see Exhibit 34.3) 

34.12  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the CGCMT 2017-P7 securitization, pursuantto which the following mortgage loans were serviced by such party: Key CenterCleveland (from 1/1/18 to 12/31/18) (see Exhibit 34.7) 

34.13  National TaxSearch, LLC, as Servicing FunctionParticipant under the CGCMT 2017-P7 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Key Center Cleveland(from 1/1/18 to 12/31/18) (see Exhibit 34.8) 

34.14 Berkadia CommercialMortgage 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 1/1/18 to 12/31/18) (see Exhibit 34.9)

34.15  Wells FargoBank, National Association, as MasterServicer under the BANK 2017-BNK4 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: D.C. Office Portfolio(from 1/1/18 to 12/31/18) and Ralph's Food Warehouse Portfolio (from 1/1/18 to12/31/18) (see Exhibit 34.3) 

34.16  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the BANK 2017-BNK4 securitization,pursuant to which the following mortgage loans were serviced by such party:D.C. Office Portfolio (from 1/1/18 to 12/31/18) and Ralph's Food WarehousePortfolio (from 1/1/18 to 12/31/18) (see Exhibit 34.7) 

34.17  National TaxSearch, LLC, as Servicing FunctionParticipant under the BANK 2017-BNK4 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: D.C. Office Portfolio(from 1/1/18 to 12/31/18) and Ralph's Food Warehouse Portfolio (from 1/1/18 to12/31/18) (see Exhibit 34.8) 

34.18  Midland LoanServices, a Division of PNC Bank, NationalAssociation, as Master Servicer under the MSC 2017-H1 securitization, pursuantto which the following mortgage loans were serviced by such party: GatewayCrossing (from 1/1/18 to 12/31/18) (see Exhibit 34.4) 

34.19  Midland LoanServices, a Division of PNC Bank,National Association, as Special Servicer under the GSMS 2017-GS6securitization, pursuant to which the following mortgage loans were serviced bysuch party: Pentagon Center (from 1/1/18 to 12/31/18) (see Exhibit 34.4) 

34.20  Rialto CapitalAdvisors, LLC, as Special Servicerunder the CGCMT 2017-P7 securitization, pursuant to which the followingmortgage loans were serviced by such party: Key Center Cleveland (from 1/1/18 to12/31/18)

34.21  Rialto CapitalAdvisors, LLC, as Special Servicerunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced by such party: D.C. Office Portfolio (from 1/1/18to 12/31/18) and Ralph's Food Warehouse Portfolio (from 1/1/18 to 12/31/18)(see Exhibit 34.20) 

34.22  Wells FargoBank, National Association, as Custodianunder the GSMS 2017-GS6 securitization, pursuant to which the followingmortgage loans were serviced by such party: Pentagon Center (from 1/1/18 to12/31/18) (see Exhibit 34.2) 

34.23  Deutsche BankTrust Company Americas, as Custodianunder the CGCMT 2017-P7 securitization, pursuant to which the followingmortgage loans were serviced by such party: Key Center Cleveland (from 1/1/18to 12/31/18)

34.24  Wells FargoBank, National Association, as Custodianunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced by such party: D.C. Office Portfolio (from 1/1/18to 12/31/18) and Ralph's Food Warehouse Portfolio (from 1/1/18 to 12/31/18)(see Exhibit 34.2) 

34.25  Wells FargoBank, National Association, as Custodianunder the MSC 2017-H1 securitization, pursuant to which the following mortgageloans were serviced by such party: Gateway Crossing (from 1/1/18 to 12/31/18)(see Exhibit 34.2) 

 

(35). Servicer compliance statement.

35.1  Wells FargoBank, National Association, as CertificateAdministrator

35.2  Wells FargoBank, National Association, as Custodian

35.3  Wells FargoBank, National Association, as MasterServicer

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

35.5  KeyBank NationalAssociation, as Primary Servicer

35.6  Wells FargoBank, National Association, as MasterServicer under the CGCMT 2017-P7 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Key Center Cleveland(from 1/1/18 to 12/31/18)

35.7  Wells FargoBank, National Association, as MasterServicer under the BANK 2017-BNK4 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: D.C. Office Portfolio(from 1/1/18 to 12/31/18) and Ralph's Food Warehouse Portfolio (from 1/1/18 to12/31/18)

35.8  Midland LoanServices, a Division of PNC Bank,National Association, as Special Servicer under the GSMS 2017-GS6securitization, pursuant to which the following mortgage loans were serviced bysuch party: Pentagon Center (from 1/1/18 to 12/31/18) (see Exhibit 35.4) 

35.9  Rialto CapitalAdvisors, LLC, as Special Servicerunder the CGCMT 2017-P7 securitization, pursuant to which the followingmortgage loans were serviced by such party: Key Center Cleveland (from 1/1/18to 12/31/18)

35.10  Rialto CapitalAdvisors, LLC, as Special Servicerunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced by such party: D.C. Office Portfolio (from 1/1/18to 12/31/18) and Ralph's Food Warehouse Portfolio (from 1/1/18 to 12/31/18)

35.11  Wells FargoBank, National Association, as Custodianunder the GSMS 2017-GS6 securitization, pursuant to which the followingmortgage loans were serviced by such party: Pentagon Center (from 1/1/18 to12/31/18) (see Exhibit 35.2) 

35.12  Wells FargoBank, National Association, as Custodianunder the BANK 2017-BNK4 securitization, pursuant to which the followingmortgage loans were serviced by such party: D.C. Office Portfolio (from 1/1/18to 12/31/18) and Ralph's Food Warehouse Portfolio (from 1/1/18 to 12/31/18)(see Exhibit 35.2) 

35.13  Wells FargoBank, National Association, as Custodianunder the MSC 2017-H1 securitization, pursuant to which the following mortgageloans were serviced by such party: Gateway Crossing (from 1/1/18 to 12/31/18)(see Exhibit 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, between Morgan Stanley Capital IInc. and Bank of America, National Association (filed as Exhibit 99.2 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).

 

(99.3)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 Note Holders, 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: March 29, 2019