**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:333-206582-11**

 

**Central Index Key Number of the issuingentity:0001706303**

 

**BANK 2017‐BNK5**

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

 

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

 

**Morgan Stanley Capital I Inc.**

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

 

**Central Index Key Number of the sponsor:0000740906**

 

**Wells Fargo Bank, National Association**

**(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:0001541557**

 

**Morgan Stanley Mortgage Capital Holdings LLC**

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

 

**Central Index Key Number of the sponsor:0001577313**

 

**National Cooperative Bank, N.A.**

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

 

| **New York**                                                        | **38‐4032157  38‐4032158  38‐7187250** |
|---------------------------------------------------------------------|----------------------------------------------------------|
| **(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 acceleratedfiler", "accelerated filer," "smaller reportingcompany," and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 Largeaccelerated filer ___ Accelerated filer ___ Non-accelerated filer X (Do not check if a smaller reporting company)Smaller reporting company ___

 

Emerginggrowth company ___

 

Ifan emerging growth company, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) ofthe Ex­change Act.

 

  Notapplicable.

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).

 

  Yes___ No X

 

Statethe aggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as ofthe last business day of the registrant's most recently completed second fiscalquarter.

 

  Notapplicable.

 

Indicateby check mark whether the registrant has filed all documents and reportsrequired to be filed by Section 12, 13 or 15(d) of the Securities Exchange Actof 1934 subsequent to the distribution of securities under a plan confirmed bya court.

 

  Notapplicable.

 

Indicatethe number of shares outstanding of each of the registrant's classes of commonstock, as of the latest practicable date.

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

Listhereunder the following documents if incorporated by reference and the Part ofthe Form 10-K (e.g., Part I, Part II, etc.) into which the document 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 BANK 2017-BNK5 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 Del Amo Fashion Centermortgage loan, which is serviced pursuant to the Del Amo Fashion Center Trust2017-AMO trust and servicing agreement attached hereto as Exhibit 4.2;

 

•   the Starwood Capital GroupHotel Portfolio mortgage loan and the Gateway Net Lease Portfolio mortgageloan, which are serviced pursuant to the DBJPM 2017-C6 pooling and servicingagreement attached hereto as Exhibit 4.3;

 

•   the Olympic Tower mortgageloan, which is serviced pursuant to the Olympic Tower 2017-OT trust andservicing agreement attached hereto as Exhibit 4.4; and

 

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

 

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

 

•   The trustee under a poolingand servicing agreement has a nominal role with respect to the mortgage poolsecuritized pursuant to such pooling and servicing agreement.  Thetrustee’s only servicing function is the contingent obligation to make certainadvances if the master servicer under such pooling and servicing agreementfails to do so, while all other servicing functions are performed by other parties. The trustee under each of the pooling and servicing agreements listed in theExhibit Index has confirmed to the registrant that it has not made any suchcontingent advances during the reporting period, and consequently, each suchtrustee does not participate in the servicing function for purposes of Item1122 of Regulation AB, nor does it perform the functions of a servicer forpurposes of the definition of “servicer” under Item 1101 of Regulation AB orfor purposes of Item 1123 of Regulation AB.

 

•   The certificate administratorunder a pooling and servicing agreement performs various payment administrationfunctions solely for the securitization governed by such pooling and servicingagreement and the mortgage pool securitized pursuant to such pooling andservicing agreement 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” under Item 1101 ofRegulation AB or for purposes of Item 1123 of Regulation AB.

 

•   The operating advisor under apooling and servicing agreement represents the interests of seniorcertificateholders in the transaction governed by such pooling and servicingagreement and is responsible for monitoring the performance of the specialservicer under such pooling and servicing agreement and producing certainreports to certificateholders relating to the resolution of the mortgage poolsecuritized pursuant to such pooling and servicing agreement.  Theoperating advisor under a pooling and servicing agreement does not have anyobligations with respect to any other transaction and is solely obligated toperform loan reporting functions with respect to the securitization governed bysuch pooling and servicing agreement.  Consequently, the operating advisorunder an Outside Pooling and Servicing Agreement neither participates in theservicing function for purposes of Item 1122 of Regulation AB nor performs thefunctions of a servicer for purposes of the definition of “servicer” under Item1101 of Regulation AB or for purposes of Item 1123 of Regulation AB.  Inaddition, while the operating advisor under a pooling and servicing agreementhas certain reporting obligations in respect of the related mortgage pool, ithas no obligation to collect or disburse funds in respect of the mortgage poolor to administer any of the underlying mortgage loans.  Consequently, theoperating advisor under a pooling and servicing agreement participates in theservicing function for purposes of Item 1122 of Regulation AB, but 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. 

 

•   The asset representationsreviewer under a pooling and servicing agreement has a limited obligation toreview certain delinquent mortgage loans after a specified delinquencythreshold has been met and the required percentage of certificateholders voteto direct a review of such delinquent mortgage loans, and has no obligation tocollect or disburse funds in respect of the mortgage pool, to administer any ofthe underlying mortgage loans or to perform any servicing function.  Consequently,the asset representations reviewer under a pooling and servicing agreement doesnot participate in the servicing function for purposes of Item 1122 ofRegulation AB, 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 1101 of Regulation ABand does not perform the functions of a servicer for purposes of Item 1123 ofRegulation AB.

 

•   Cohen Financial, a Divisionof SunTrust Bank, is the special servicer under the Del Amo Fashion CenterTrust 2017-AMO trust and servicing agreement, pursuant to which the Del AmoFashion Center mortgage loan is serviced.  Because Cohen Financial, aDivision of SunTrust Bank is not the BANK 2017-BNK5 special servicer, is notaffiliated with any sponsor and services only the Del Amo Fashion Centermortgage loan, which constitutes more than 5% but less than 10% of the mortgagepool, Cohen Financial, a Division of SunTrust Bank, as Del Amo Fashion CenterTrust 2017-AMO special servicer, constitutes a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, but does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

•   Midland Loan Services, aDivision of PNC Bank, National Association, is the special servicer under theDBJPM 2017-C6 pooling and servicing agreement, pursuant to which the StarwoodCapital Group Hotel Portfolio mortgage loan and Gateway Net Lease Portfoliomortgage loan are serviced.  Because Midland Loan Services, a Division ofPNC Bank, National Association is not the BANK 2017-BNK5 special servicer, isnot affiliated with any sponsor and services only the Starwood Capital GroupHotel Portfolio mortgage loan and Gateway Net Lease Portfolio mortgage loan,which collectively constitute more than 5% but less than 10% of the mortgagepool, Midland Loan Services, a Division of PNC Bank, National Association, asDBJPM 2017-C6 special servicer, constitutes a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, but does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

•   KeyBank National Associationis the special servicer under the Olympic Tower 2017-OT trust and servicingagreement, pursuant to which the Olympic Tower mortgage loan is serviced. Because KeyBank National Association is not the BANK 2017-BNK5 specialservicer, is not affiliated with any sponsor and services only the OlympicTower mortgage loan, which constitutes less than 5% of the mortgage pool, KeyBankNational Association, as Olympic Tower 2017-OT special servicer, does notconstitute a reporting “servicing function participant” for purposes of Item1122 of Regulation AB, as specified in the Instruction 3 to Item 1122, and doesnot constitute a reporting “servicer” for purposes of Item 1123 of RegulationAB, as specified in the Instruction to Item 1123.

 

•   LNR Partners, LLC is thespecial servicer under the MSC 2017-H1 pooling and servicing agreement,pursuant to which the iStar Leased Fee Portfolio mortgage loan is serviced.Because LNR Partners, LLC is not the BANK 2017-BNK5 special servicer, is notaffiliated with any sponsor and services only the iStar Leased Fee Portfoliomortgage loan, which constitutes less than 5% of the mortgage pool, LNRPartners, LLC, as MSC 2017-H1 special servicer, does not constitute a reporting“servicing function participant” for purposes of Item 1122 of Regulation AB, asspecified in the Instruction 3 to Item 1122, and does not constitute areporting “servicer” for purposes of Item 1123 of Regulation AB, as specifiedin the Instruction to Item 1123.

 

In addition, each of the following partiesengaged the services of certain servicing function participants and sub-servicersfor the reporting period, as set forth below:

 

•   Wells Fargo Bank,National Association, as master servicer, 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 entire mortgage poolfor 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.**

 

Notapplicable.

 

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

 

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

 

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

 

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

 

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

 

Theregistrant knows of no legal proceeding pending against the sponsors,depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation AB, orother party contemplated by Item 1100(d)(1) of Regulation AB, or of which anyproperty of the foregoing is the subject, that is material to security holders,other than as disclosed in the prospectus of the issuing entity filed in a424(b)(2) filing dated June 29, 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.

 

OnDecember 17, 2015, U.S. Bank National Association, the trustee under fivepooling and servicing agreements for (i) Wachovia Bank Commercial MortgageTrust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2, (iii) Wachovia BankCommercial Mortgage Trust 2007-C31, (iv) ML-CFC Commercial Mortgage Trust2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenced a proceedingwith the Second Judicial District Court of Ramsey County, Minnesota (the “StateCourt”) for a declaratory judgment as to the proper allocation of certainproceeds in the alleged amount of $560 million (“Disputed Proceeds”) receivedby CWCAM in connection with the sale of the Peter Cooper Village and StuyvesantTown property in New York, New York securing loans held by those trusts. CWCAM was the special servicer of such property.  The petition requeststhe State Court to instruct the trustee, the trust beneficiaries, and any otherinterested parties as to the amount of the Disputed Proceeds, if any, thatconstitute penalty interest and/or the amount of the Disputed Proceeds, if any,that constitute gain-on-sale proceeds, with respect to each trust.  OnFebruary 24, 2016, CWCAM made a limited appearance with the State Court to filea motion to dismiss this proceeding based on lack of jurisdiction, mootness,standing and forum non conveniens.  On July 19, 2016, the State Courtdenied CWCAM’s motion to dismiss.  On July 22, 2016, the action wasremoved to federal court in Minnesota (“Federal Court”).  On October 21,2016, the Federal Court held a hearing on the motion to transfer the action tothe United States District Court for the Southern District of New York (“SDNYCourt”), a motion to remand to state court and a motion to hear CWCAM’s requestfor reconsideration of the motion to dismiss.  On March 14, 2017, theFederal Court reserved the determination on the motion to hear CWCAM’s requestfor reconsideration of the motion to dismiss, denied the motion to remand thematter to state court and granted the motion to transfer the proceeding to theSDNY Court.  All fact discovery was completed in December 2018 and expertdiscovery was completed on March 15, 2019.  There can be no assurances asto possible impact on CWCAM of these rulings and the transfer to the SDNYCourt.  Cross motions for judgment on the pleadings were filed but theSDNY Court was unable to decide the case based on the pleadings and the partiesare in the midst of discovery.  However, CWCAM believes that it hasperformed its obligations under the related pooling and servicing agreements ingood faith, and that the Disputed Proceeds were properly allocated to CWCAM aspenalty interest, and it intends to vigorously contest any claim that suchDisputed Proceeds were improperly allocated as penalty interest.

 

OnMarch 31, 2016, RAIT Preferred Funding II LTD. (“RAIT Preferred Funding”)commenced a complaint (“RAIT Complaint”) with the Supreme Court of the State ofNew York, County of New York (the “RAIT Court”), claiming it owns $18,500,000of a mortgage loan secured by the development of the One Congress StreetProperty in Boston, Massachusetts (the “Loan”) and seeking (a) a declaratoryjudgment stating that RAIT Preferred Funding is the directing lender under aco-lender agreement dated March 28, 2007 and a pooling and servicing agreementdated March 1, 2007 (collectively, the “Operative Agreements”) and was thedirecting lender at the time of the improper modification of the Loan, (b) a declaratoryjudgment stating that RAIT Preferred Funding has the right to terminate thespecial servicer, (c) monetary damages for the value of the bonds and fees paidto CWCAM as the special servicer of the Loan and (d) other things.  On May17, 2016, CWCAM filed a motion to dismiss the RAIT Complaint (“Motion toDismiss”) stating that the RAIT Complaint did not state a claim and theessential facts of the RAIT Complaint are negated by affidavits and evidentiarymaterials submitted with the RAIT Complaint.  On June 14, 2016, RAITPreferred Funding filed a Memorandum of Law in Opposition to the Motion toDismiss (“Opposition”) stating that the claims in the RAIT Complaint wereproperly stated.  On June 30, 2016, CWCAM filed a reply in support of theMotion to Dismiss and in response to the Opposition, stating that each ofCWCAM’s arguments is supported by the express language of the agreementsbetween the parties, the documentary evidence and New York case law.  OnSeptember 30, 2016, RAIT Preferred Funding and CWCAM entered into aconfidential Settlement Agreement (the “2016 Settlement”), which provides for astay of the RAIT Preferred Funding litigation (the “Litigation Stay”) throughAugust 25, 2017.  Pursuant to the terms of the 2016 Settlement, upon satisfactionof a term of the 2016 Settlement by August 25, 2017 (or such later date agreedto by the parties), the RAIT Preferred Funding litigation will be dismissed,with prejudice.  On May 19, 2017 the Borrower repaid the Loan inaccordance with the terms of the notes and satisfied the condition to dismissalwith prejudice.  RAIT has refused to dismiss the case and is claiming thatthe B Note should be paid in full.  CWCAM believes that it has performedits obligations under the Operative Agreements in good faith, and that theaction should be dismissed with prejudice.  On August 29, 2017, the RAITCourt granted leave to RAIT Preferred Funding to amend its complaint.  OnSeptember 20, 2017, RAIT Preferred Funding filed an Amended Complaint (the“RAIT Amended Complaint”), which omits its original claims, adds Wells FargoBank as a defendant, and seeks (a) specific performance requiring repayment ofthe $18,500,000 principal amount of the B Note or, in the alternative, monetarydamages, including the $18,500,000 principal amount of the B Note, in an amountto be determined at trial, (b) monetary damages on any fees paid to CWCAM asspecial servicer or Wells Fargo Bank as master servicer in connection with theborrower’s repayment of the Loan, (c) a declaratory judgment that RAITPreferred Funding is entitled to recover the full $18,500,000 principal amountof the B Note, (d) punitive damages against CWCAM, and (e) other things. On October 11, 2017, CWCAM filed a motion to dismiss the RAIT Amended Complaint(“CWCAM Motion to Dismiss Amended Complaint”) stating that the RAIT AmendedComplaint did not state a claim and the essential facts of the RAIT AmendedComplaint are negated by the Operative Agreements and other admissibleevidentiary materials.  On November 13, 2017, Wells Fargo Bank filed amotion to dismiss the RAIT Amended Complaint (the “Wells Fargo Motion toDismiss Amended Complaint”) and joined the CWCAM Motion to Dismiss AmendedComplaint.  On January 29, 2018, the court dismissed all claims but for breachof contract and discovery has commenced.  CWCAM filed a Motion for SummaryJudgement on March 18, 2019. 

 

OnDecember 1, 2017, a complaint against CWCAM and others was filed in the UnitedStates District Court for the Southern District of New York styled as CWCapitalCobalt Vr Ltd. v. CWCapital Investments LLC, et al., No. 17-cv-9463 (the“Original Complaint”). The gravamen of the Original Complaint alleged breachesof a contract and fiduciary duties by CWCAM’s affiliate, CWCapital InvestmentsLLC in its capacity as collateral manager for the collateralized debtobligation transaction involving CWCapital Cobalt Vr, Ltd. In total, there are14 counts pled in the Original Complaint. Of those 14, 5 claims were assertedagainst CWCAM for aiding and abetting breach of fiduciary duty, conversion andunjust enrichment. On May 23, 2018, the Original Complaint was dismissed forlack of subject matter jurisdiction.   On June 28, 2018, CWCapitalCobalt Vr Ltd. filed a substantially similar complaint in the Supreme Court ofthe State of New York, County of New York styled as CWCapital Cobalt Vr Ltd. v.CWCapital Investments LLC, et al., Index No. 653277/2018 (the “NewComplaint”).  The gravamen of the New Complaint is the same as theprevious complaint filed in the United State District Court for the SouthernDistrict of New York.  In total there are 16 counts pled in the NewComplaint. Of those 16 counts, 4 claims were asserted against CWCAM for aidingand abetting breach of fiduciary duty, conversion and unjust enrichment, 1count seeks a declaratory judgement that the plaintiff has the right to enforcethe contracts in question and 1 count seeks an injunction requiring thedefendants to recognize the plaintiff as the directing holder for the trusts inquestion. The New Complaint and related summons were not served on thedefendants until July 13, 2018 and July 16, 2018.  The plaintiff’s motionfor a preliminary injunction was denied by the court on July 31, 2018.  OnAugust 3, 2018, the defendants, including CWCAM, filed a motion to dismiss theNew Complaint in its entirety, which has not been decided. CWCAM believes thatit has performed its obligations under the related pooling and servicingagreements in good faith and the allegations in the New Complaint are without merit. CWCAM intends to vigorously contest each of the claims.

 

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 CIBC18 Trust. Theaction was brought in connection with the CIBC18 Servicers’ determination ofthe fair value of a loan, secured by the Bryant Park Hotel in New York City,held by the CIBC18 Trust and sold to an assignee of the CIBC18 Trust’sdirecting certificateholder, pursuant to an exercise of the fair value optionset forth in the pooling and servicing agreement governing the CIBC18 Trust.There can be no assurances as to the outcome of the action or the possibleimpact of the 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. Theplaintiff certificateholder filed an appeal, and the appeal is pending. In thefirst quarter of 2018, the case was fully dismissed and is no longer pending.

 

**Item1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.**

 

Theinformation regarding this Item has been disclosed in the prospectus of theissuing entity filed in a 424(b)(2) filing dated June 29, 2017.

 

**Item1122 of Regulation AB, Compliance with Applicable Servicing Criteria.**

 

Thereports on assessment of compliance with the servicing criteria forasset-backed securities and the related attestation reports on such assessmentsof compliance are attached hereto under Item 15.

 

Thereport on assessment of compliance with applicable servicing criteria furnishedpursuant to Item 1122 of Regulation AB by 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.

 

Thereport on assessment of compliance with applicable servicing criteria furnishedpursuant to Item 1122 of Regulation AB by CWCapital Asset Management LLC(“CWCAM”) discloses that a material instance of noncompliance occurred, asdescribed below:

 

MaterialInstance of Noncompliance:

 

1122(d)(2)(vii): “Reconciliations are prepared on amonthly basis for all asset-backed securities related bank accounts, includingcustodial accounts and related bank clearing accounts. These reconciliations:(A) are mathematically accurate; (B) are prepared within 30 calendar days afterthe bank statement cutoff date, or such other number of days specified in thetransaction agreements; (C) are reviewed and approved by someone other than theperson who prepared the reconciling items; and (D) contain explanations forreconciling items. These reconciling items are resolved within 90 calendar daysof their original identification, or such other number of days specified in thetransaction agreements.”

 

The instance of material noncompliance, for thereporting period included a failure to complete the required bankreconciliations within 30 calendar days after the bank statement cutoffdate.  In five of the twelve months related to the reporting period, therequired reconciliations were not completed within the 30 calendar daysrequirement as follows:

 

February 2018: bank reconciliations were preparedon June 22, 2018

 

March 2018: bank reconciliations wereprepared on May 1, 2018

 

September 2018: bank reconciliations wereprepared on November 6, 2018

 

November 2018: bank reconciliations wereprepared on February 19, 2019

 

December 2018: bank reconciliations wereprepared on February 6, 2019

 

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

 

StepsTaken to Remedy the Material Instance of Noncompliance

 

In response to the lack of adherence to company policyand procedures, CWCAM’s Compliance Committee reviewed the reasons fornoncompliance and added two additional procedures to supplement its existingprocedures:

 

1) the accounting department has added the completionof bank account reconciliations within 30 calendar days to its monthly closingchecklist, which is reviewed and signed off by a CWCAM officer; and

 

2) the Chief Financial Officer has set up a monthlyelectronic reminder requiring that the completed bank reconciliations beforwarded to the CFO for an additional layer of review.

 

**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 June 1, 2017, between Morgan Stanley CapitalI Inc., as depositor, Wells Fargo Bank, National Association, as general masterservicer, CWCapital Asset Management LLC, as general special servicer, NationalCooperative Bank, N.A., as NCB master servicer and as NCB special servicer,Wells Fargo Bank, National Association, as certificate administrator,Wilmington Trust, National Association, as trustee, and Park Bridge LenderServices LLC, as operating advisor and asset representations reviewer (filed asExhibit 4.1 to the registrant's Current Report on Form 8-K/A filed on July 7,2017 under SEC File No. 333-206582-11 and incorporated by reference herein).

 

(4.2)Trustand Servicing Agreement, dated as of June 20, 2017, between Banc of AmericaMerrill Lynch Large Loan, Inc., as depositor, KeyBank National Association, asservicer, Cohen Financial, a Division of SunTrust Bank, as special servicer,Wells Fargo Bank, National Association, as certificate administrator,Wilmington Trust, National Association, as trustee, and Park Bridge LenderServices LLC, as operating advisor, related to the Del Amo Fashion Center Trust2017-AMO securitization transaction, pursuant to which the Del Amo FashionCenter Mortgage Loan is serviced (filed as Exhibit 4.2 to the registrant'sCurrent Report on Form 8-K filed on June 29, 2017 under SEC File No.333-206582-11 and incorporated by reference herein).

 

(4.3)Poolingand Servicing Agreement, dated as of June 1, 2017, between Deutsche Mortgage& Asset Receiving Corporation, as depositor, Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer, Midland LoanServices, a Division of PNC Bank, National Association, as special servicer,Wells Fargo Bank, National Association, as certificate administrator, payingagent and custodian, Wells Fargo Bank, National Association, as trustee, andPentalpha Surveillance LLC, as operating advisor and as asset representationsreviewer, related to the DBJPM 2017-C6 securitization transaction, pursuant towhich the Starwood Capital Group Hotel Portfolio Mortgage Loan and the GatewayNet Lease Portfolio Mortgage Loan are serviced (filed as Exhibit 4.3 to theregistrant's Current Report on Form 8-K/A filed on August 17, 2017 under SECFile No. 333-206582-11 and incorporated by reference herein).

 

(4.4)Trustand Servicing Agreement, dated as of May 6, 2017, between Deutsche Mortgage& Asset Receiving Corporation, as depositor, KeyBank National Association, asmaster servicer, KeyBank National Association, as special servicer, and WellsFargo Bank, National Association, as trustee, certificate administrator, payingagent and custodian, related to the Olympic Tower 2017-OT securitizationtransaction, pursuant to which the Olympic Tower Mortgage Loan is serviced(filed as Exhibit 4.4 to the registrant's Current Report on Form 8-K filed onJune 29, 2017 under SEC File No. 333-206582-11 and incorporated by referenceherein).

 

(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 and asasset representations reviewer, related to the MSC 2017-H1 securitzationtransaction, pursuant to which the iStar Leased Fee Portfolio Mortgage Loan isserviced (filed as Exhibit 4.5 to the registrant's Current Report on Form8-K/A filed on January 25, 2018 under SEC File No. 333-206582-11 and incorporatedby reference herein).

 

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

 

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

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  National Cooperative Bank, N.A., as NCB MasterServicer

33.5  CWCapital Asset Management LLC, as Special Servicer

33.6  National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 33.4)

33.7  Park Bridge Lender Services LLC, as Operating Advisor

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

33.9  National Tax Search, LLC, as Servicing FunctionParticipant

33.10  KeyBank National Association, as Master Servicerunder the Del Amo Fashion Center Trust 2017-AMO securitization, pursuant towhich the following mortgage loans were serviced by such party: Del Amo FashionCenter (from 1/1/18 to 12/31/18)

33.11  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the DBJPM 2017-C6securitization, pursuant to which the following mortgage loans were serviced bysuch party: Starwood Capital Group Hotel Portfolio (from 1/1/18 to 12/31/18)and Gateway Net Lease Portfolio (from 1/1/18 to 12/31/18)

33.12  KeyBank National Association, as Master Servicerunder the Olympic Tower 2017-OT securitization, pursuant to which the followingmortgage loans were serviced by such party: Olympic Tower (from 1/1/18 to12/31/18) (see Exhibit 33.10) 

33.13  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2017-H1 securitization,pursuant to which the following mortgage loans were serviced by such party:iStar Leased Fee Portfolio (from 1/1/18 to 12/31/18) (see Exhibit 33.11) 

33.14  Cohen Financial, a Division of SunTrust Bank, asSpecial Servicer under the Del Amo Fashion Center Trust 2017-AMOsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: Del Amo Fashion Center (from 1/1/18 to 12/31/18)

33.15  Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the DBJPM 2017-C6securitization, pursuant to which the following mortgage loans were serviced bysuch party: Starwood Capital Group Hotel Portfolio (from 1/1/18 to 12/31/18)and Gateway Net Lease Portfolio (from 1/1/18 to 12/31/18) (see Exhibit 33.11) 

33.16  Wells Fargo Bank, National Association, as Custodianunder the Del Amo Fashion Center Trust 2017-AMO securitization, pursuant towhich the following mortgage loans were serviced by such party: Del Amo FashionCenter (from 1/1/18 to 12/31/18) (see Exhibit 33.2) 

33.17  Wells Fargo Bank, National Association, as Custodianunder the DBJPM 2017-C6 securitization, pursuant to which the followingmortgage loans were serviced by such party: Starwood Capital Group HotelPortfolio (from 1/1/18 to 12/31/18) and Gateway Net Lease Portfolio (from1/1/18 to 12/31/18) (see Exhibit 33.2) 

33.18  Wells Fargo Bank, National Association, as Custodian underthe Olympic Tower 2017-OT securitization, pursuant to which the followingmortgage loans were serviced by such party: Olympic Tower (from 1/1/18 to12/31/18) (see Exhibit 33.2) 

33.19  Wells Fargo Bank, National Association, as Custodianunder the MSC 2017-H1 securitization, pursuant to which the following mortgageloans were serviced by such party: iStar Leased Fee Portfolio (from 1/1/18 to12/31/18) (see Exhibit 33.2) 

 

(34). Attestation reports on assessment of compliancewith servicing criteria for asset-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  National Cooperative Bank, N.A., as NCB MasterServicer

34.5  CWCapital Asset Management LLC, as Special Servicer

34.6  National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 34.4)

34.7  Park Bridge Lender Services LLC, as Operating Advisor

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

34.9  National Tax Search, LLC, as Servicing FunctionParticipant

34.10  KeyBank National Association, as Master Servicerunder the Del Amo Fashion Center Trust 2017-AMO securitization, pursuant towhich the following mortgage loans were serviced by such party: Del Amo FashionCenter (from 1/1/18 to 12/31/18)

34.11  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the DBJPM 2017-C6securitization, pursuant to which the following mortgage loans were serviced bysuch party: Starwood Capital Group Hotel Portfolio (from 1/1/18 to 12/31/18)and Gateway Net Lease Portfolio (from 1/1/18 to 12/31/18)

34.12  KeyBank National Association, as Master Servicerunder the Olympic Tower 2017-OT securitization, pursuant to which the followingmortgage loans were serviced by such party: Olympic Tower (from 1/1/18 to12/31/18) (see Exhibit 34.10) 

34.13  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2017-H1 securitization,pursuant to which the following mortgage loans were serviced by such party:iStar Leased Fee Portfolio (from 1/1/18 to 12/31/18) (see Exhibit 34.11) 

34.14  Cohen Financial, a Division of SunTrust Bank, asSpecial Servicer under the Del Amo Fashion Center Trust 2017-AMOsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: Del Amo Fashion Center (from 1/1/18 to 12/31/18)

34.15  Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the DBJPM 2017-C6securitization, pursuant to which the following mortgage loans were serviced bysuch party: Starwood Capital Group Hotel Portfolio (from 1/1/18 to 12/31/18)and Gateway Net Lease Portfolio (from 1/1/18 to 12/31/18) (see Exhibit 34.11) 

34.16  Wells Fargo Bank, National Association, as Custodianunder the Del Amo Fashion Center Trust 2017-AMO securitization, pursuant towhich the following mortgage loans were serviced by such party: Del Amo FashionCenter (from 1/1/18 to 12/31/18) (see Exhibit 34.2) 

34.17  Wells Fargo Bank, National Association, as Custodianunder the DBJPM 2017-C6 securitization, pursuant to which the followingmortgage loans were serviced by such party: Starwood Capital Group HotelPortfolio (from 1/1/18 to 12/31/18) and Gateway Net Lease Portfolio (from1/1/18 to 12/31/18) (see Exhibit 34.2) 

34.18  Wells Fargo Bank, National Association, as Custodianunder the Olympic Tower 2017-OT securitization, pursuant to which the followingmortgage loans were serviced by such party: Olympic Tower (from 1/1/18 to12/31/18) (see Exhibit 34.2) 

34.19  Wells Fargo Bank, National Association, as Custodianunder the MSC 2017-H1 securitization, pursuant to which the following mortgageloans were serviced by such party: iStar Leased Fee Portfolio (from 1/1/18 to12/31/18) (see Exhibit 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  National Cooperative Bank, N.A., as NCB MasterServicer

35.5  CWCapital Asset Management LLC, as Special Servicer

35.6  National Cooperative Bank, N.A., as NCB SpecialServicer

35.7  KeyBank National Association, as Master Servicer underthe Del Amo Fashion Center Trust 2017-AMO securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Del Amo Fashion Center(from 1/1/18 to 12/31/18)

35.8  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the DBJPM 2017-C6securitization, pursuant to which the following mortgage loans were serviced bysuch party: Starwood Capital Group Hotel Portfolio (from 1/1/18 to 12/31/18) andGateway Net Lease Portfolio (from 1/1/18 to 12/31/18)

35.9  KeyBank National Association, as Master Servicer underthe Olympic Tower 2017-OT securitization, pursuant to which the followingmortgage loans were serviced by such party: Olympic Tower (from 1/1/18 to12/31/18) (see Exhibit 35.7) 

35.10  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2017-H1 securitization,pursuant to which the following mortgage loans were serviced by such party:iStar Leased Fee Portfolio (from 1/1/18 to 12/31/18) (see Exhibit 35.8) 

35.11  Wells Fargo Bank, National Association, as Custodianunder the Del Amo Fashion Center Trust 2017-AMO securitization, pursuant towhich the following mortgage loans were serviced by such party: Del Amo FashionCenter (from 1/1/18 to 12/31/18) (see Exhibit 35.2) 

35.12  Wells Fargo Bank, National Association, as Custodianunder the DBJPM 2017-C6 securitization, pursuant to which the followingmortgage loans were serviced by such party: Starwood Capital Group HotelPortfolio (from 1/1/18 to 12/31/18) and Gateway Net Lease Portfolio (from1/1/18 to 12/31/18) (see Exhibit 35.2) 

35.13  Wells Fargo Bank, National Association, as Custodianunder the Olympic Tower 2017-OT securitization, pursuant to which the followingmortgage loans were serviced by such party: Olympic Tower (from 1/1/18 to12/31/18) (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 by such party: iStar Leased Fee Portfolio (from 1/1/18 to12/31/18) (see Exhibit 35.2) 

 

(99.1)MortgageLoan Purchase Agreement, dated as of June 16, 2017, between Morgan StanleyCapital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filed asExhibit 99.1 to the registrant's Current Report on Form 8-K/A filed on January25, 2018 under SEC File No. 333-206582-11 and incorporated by referenceherein).

 

(99.2)MortgageLoan Purchase Agreement, dated as of June 16, 2017, between Morgan StanleyCapital I Inc. and Wells Fargo Bank, National Association (filed as Exhibit99.2 to the registrant's Current Report on Form 8-K/A filed on January 25, 2018under SEC File No. 333-206582-11 and incorporated by reference herein).

 

(99.3)MortgageLoan Purchase Agreement, dated as of June 16, 2017, between Morgan StanleyCapital I Inc. and Bank of America, National Association (filed as Exhibit 99.3to the registrant's Current Report on Form 8-K/A filed on January 25, 2018under SEC File No. 333-206582-11 and incorporated by reference herein).

 

(99.4)MortgageLoan Purchase Agreement, dated as of June 16, 2017, between Morgan StanleyCapital I Inc. and National Cooperative Bank, N.A. (filed as Exhibit 99.4 tothe registrant's Current Report on Form 8-K/A filed on January 25, 2018 underSEC File No. 333-206582-11 and incorporated by reference herein).

 

(99.5)AgreementBetween Note Holders, dated as of June 8, 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 Westchester One loan combination (filedas Exhibit 99.5 to the registrant's Current Report on Form 8-K/A filed onJanuary 25, 2018 under SEC File No. 333-206582-11 and incorporated by referenceherein).

 

(99.6)AgreementBetween Note Holders, dated as of June 8, 2017, by and between Morgan StanleyBank, N.A., as Initial Note A-1 Holder, Morgan Stanley Bank, N.A., as InitialNote A-2 Holder, Wells Fargo Bank, National Association, as Initial Note A-3Holder and Wells Fargo Bank, National Association, as Initial Note A-4 Holder,related to the Market Street - The Woodlands loan combination (filed as Exhibit99.6 to the registrant's Current Report on Form 8-K filed on June 29, 2017under SEC File No. 333-206582-11 and incorporated by reference herein).

 

(99.7)AgreementBetween Note Holders, dated as of June 6, 2017, by and 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 Crossgates Commons loan combination (filed as Exhibit99.7 to the registrant's Current Report on Form 8-K filed on June 29, 2017under SEC File No. 333-206582-11 and incorporated by reference herein).

 

(99.8)Co-LenderAgreement, dated as of May 12, 2017, by and among Bank of America, N.A., asInitial Note A-1 Holder, Barclays Bank PLC, as Initial Note A-2 Holder, SociétéGénérale, as Initial Note A-3 Holder and Wells Fargo Bank, NationalAssociation, as Initial Note A-4 Holder, related to the Del Amo Fashion Centerloan combination (filed as Exhibit 99.8 to the registrant's Current Report onForm 8-K filed on June 29, 2017 under SEC File No. 333-206582-11 andincorporated by reference herein).

 

(99.9)Co-LenderAgreement, dated as of June 29, 2017, by and among JPMorgan Chase Bank,National Association, as Initial JPM Note Holder, Bank of America, N.A., asInitial BANA Note Holder, Barclays Bank PLC, as Initial Barclays Note Holder,Deutsche Bank AG, New York Branch, as Initial DBNY Note Holder and StarwoodMortgage Funding II LLC, as Starwood Note Holder, related to the StarwoodCapital Group Hotel Portfolio loan combination (filed as Exhibit 99.9 to theregistrant's Current Report on Form 8-K filed on June 29, 2017 under SEC FileNo. 333-206582-11 and incorporated by reference herein).

 

(99.10)Co-LenderAgreement, dated as of May 6, 2017, by and between Deutsche Bank AG, New YorkBranch, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as InitialNote A-2 Holder, Morgan Stanley Bank, N.A., as Initial Note A-3 Holder,Deutsche Bank AG, New York Branch, as Initial Note B-1 Holder, Goldman SachsMortgage Company, as Initial Note B-2 Holder and Morgan Stanley Bank, N.A., asInitial Note B-3 Holder, related to the Olympic Tower loan combination (filedas Exhibit 99.10 to the registrant's Current Report on Form 8-K filed on June29, 2017 under SEC File No. 333-206582-11 and incorporated by referenceherein).

 

(99.11)AgreementBetween Note Holders, dated as of March 30, 2017, by and between Barclays BankPLC, as Initial Note A-1-1 Holder, Initial Note A-1-2 Holder and Initial NoteA-1-3 Holder, JPMorgan Chase Bank, National Association, as Initial Note A-2Holder and Bank of America, N.A., as Initial Note A-3 Holder, related to theiStar Leased Fee Portfolio loan combination (filed as Exhibit 99.11 to theregistrant's Current Report on Form 8-K filed on June 29, 2017 under SEC FileNo. 333-206582-11 and incorporated by reference herein).

 

(99.12)AgreementBetween Note Holders, dated as of May 25, 2017, by and among JPMorgan ChaseBank, National Association, as Initial A-1 Notes Holder, Bank of America, N.A.,as Initial A-2 Notes Holder, JPMorgan Chase Bank, National Association, asInitial B-1 Notes Holder, and Bank of America, N.A., as Initial B-2 NotesHolder, related to the Gateway Portfolio loan combination (filed as Exhibit99.12 to the registrant's Current Report on Form 8-K filed on June 29, 2017under SEC File No. 333-206582-11 and incorporated by reference herein).

 

(b)See (a) above.

 

(c)Not Applicable.

 

**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