**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K/A**

**(Amendment No. 1)**

(Mark one)

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

**    For the fiscal year endedDecember 31, 2019 OR**

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

**For the transition period from****            ****to****            **

 

 

 

**Commission file number:333-227446-04**

 

**Central Index Key Number of the issuing entity:****0001773339**

 

**Morgan Stanley Capital ITrust 2019-H6**

**(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:0001541557**

 

**Morgan Stanley MortgageCapital Holdings LLC**

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

 

**Central Index Key Number of the sponsor:0001624053**

 

**Argentic Real Estate FinanceLLC**

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

 

**Central Index Key Number of the sponsor:0001558761**

 

**Cantor Commercial Real EstateLending, L.P.**

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

** **

**Central Index Key Number of the sponsor:0001548405**

 

**Starwood Mortgage Capital LLC**

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

 ** **

 

| **New York**                                                        | **38-4117325**

**38-4117326**

**38-7221311** |
|---------------------------------------------------------------------|------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**   |

 

**c/o Wells Fargo Bank, N.A.**

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

Securitiesregistered pursuant to Section 12(b) of the Act:

 

| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered |
|---------------------|-------------------|-------------------------------------------|
| None                |              |                                      |

 

Securitiesregistered pursuant to Section 12(g) of the Act:

 

  NONE.

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 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 reports requiredto be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filingrequirements 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 Act of1934 subsequent to the distribution of securities under a plan confirmed by acourt.

 

  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**

 Thepurpose of this Amendment No. 1 to our Annual Report on Form 10-K for thefiscal year ended December 31, 2019, as filed with the Securities and ExchangeCommission on March 30, 2020 (the “Original Form 10-K”), is to file (i) areplacement Rule 13a-14(d)/15d-14(d) certification, dated March 30, 2020, and(ii) a replacement report on assessment of compliance with servicing criteriaand a revised servicer compliance statement, each with respect to Midland LoanServices, a Division of PNC Bank, National Association, and each containingcertain clerical revisions. Such revised documents replace the correspondingdocuments previously filed as Exhibits 33.3, 33.4, 33.9, 33.10, 33.14, 33.21,33.25, 33.26, 35.3, 35.4, 35.6, 35.7, 35.9, 35.12, 35.16 and 35.17 to theOriginal Form 10-K. No other changes have been made to the Original Form 10-K.This Amendment No. 1 does not reflect subsequent events occurring after theoriginal filing date of the Original Form 10-K.

 

The MSC 2019-H6 mortgage pool includes thefollowing mortgage loans, each of which is serviced pursuant to a separatepooling and servicing agreement (each, an “Outside Pooling and ServicingAgreement”):

 

•   the 9201 West SunsetBoulevard mortgage loan and the Westin Atlanta Airport mortgage loan, which areserviced pursuant to the BANK 2019-BNK18 pooling and servicing agreementattached hereto as Exhibit 4.2;

 

•   the ILPT Hawaii Portfolio mortgageloan, which is serviced pursuant to the ILPT 2019-SURF trust and servicingagreement attached hereto as Exhibit 4.3;

 

•   the Tower 28 mortgage loan,which is serviced pursuant to the BANK 2019-BNK17 pooling and servicingagreement attached hereto as Exhibit 4.4;

 

•   The Block Northway mortgageloan, which is serviced pursuant to the BBCMS 2019-C3 pooling and servicingagreement attached hereto as Exhibit 4.5;

 

•   the 65 Broadway mortgage loanand the AC by Marriott San Jose mortgage loan, which are serviced pursuant tothe CF 2019-CF1 pooling and servicing agreement attached hereto as Exhibit 4.6;

  

•   the Shelbourne GlobalPortfolio II mortgage loan, which is serviced pursuant to the BBCMS 2018-C2pooling and servicing agreement attached hereto as Exhibit 4.7;

 

•   the 3 Columbus Circlemortgage loan, which is serviced pursuant to the Benchmark 2019-B10 pooling andservicing agreement attached hereto as Exhibit 4.8; and

 

•   the SoCal Retail Portfoliomortgage loan, which was serviced pursuant to the MSC 2019-H6 pooling andservicing agreement attached hereto as Exhibit 4.1 (from 6/19/19 to 7/24/19) and, following the securitization of the related leadservicing note, the MSC 2019-H7 pooling and servicingagreement attached hereto as Exhibit 4.9 (from 7/25/19 to 12/31/19).

 

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 otherparties.  The trustee under each of the pooling and servicing agreementslisted in the Exhibit Index has confirmed to the registrant that it has notmade any such contingent advances during the reporting period, and consequently,each such trustee 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 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 not responsiblefor 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 poolingand servicing agreement has a limited obligation to review certain delinquentmortgage loans after a specified delinquency threshold has been met and therequired percentage of certificateholders vote to direct a review of suchdelinquent mortgage loans, and has no obligation to collect or disburse fundsin respect of the mortgage pool, to administer any of the underlying mortgageloans or to perform any servicing function.  Consequently, the assetrepresentations reviewer under a pooling and servicing agreement does notparticipate in the servicing function for purposes of Item 1122 of RegulationAB, is not responsible for the “management or collection of the pool assets ormaking allocations or distributions to holders of the asset-backed securities”within the meaning of “servicer” under Item 1101 of Regulation AB and does notperform the functions of a servicer for purposes of Item 1123 of Regulation AB.

•   NCB, N.A. as NCB master servicer and NCB specialservicer under the BANK 2019-BNK18 pooling and servicing agreement, only hasobligations in respect of certain mortgage loans sold to the BANK 2019-BNK18securitization trust by NCB, N.A.  Situs Holdings, LLC, as NewportCorporate Center special servicer under the BANK 2019-BNK18 pooling andservicing agreement, only has obligations in respect of the Newport CorporateCenter mortgage loan securitized thereunder.  Each such party has no obligationswith respect to the any mortgage loan included in the MSC 2019-H6 mortgage pooland therefore in such capacity does not constitute a reporting “servicingfunction participant” for purposes of Item 1122 of Regulation AB, as specifiedin the Instruction 3 to Item 1122, and does not constitute a reporting“servicer” for purposes of Item 1123 of Regulation AB, as specified in theInstruction to Item 1123.

•   KeyBankNational Association is the master servicer under theCF 2019-CF1 pooling and servicing agreement, pursuant to which the 65 Broadwaymortgage loan and the AC by Marriott San Jose mortgage loan are serviced, andthe master servicer under the Benchmark 2019-B10 pooling and servicingagreement, pursuant to which the 3 Columbus Circle mortgage loan isserviced.  Because KeyBank National Association is not the MSC 2019-H6 master servicer, is not affiliatedwith any sponsor and services only the 65 Broadway mortgage loan, the AC byMarriott San Jose mortgage loan and the 3 Columbus Circle mortgage loan, whichcollectively constitute more than 5% but less than 10% of the mortgage pool, KeyBankNational Association, as CF 2019-CF1 master servicerand Benchmark 2019-B10 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.  

•   Trimont RealEstate Advisors, LLC is the special servicer underthe CF 2019-CF1 pooling and servicing agreement with respect to the 65 Broadwaymortgage loan.  Because Trimont Real Estate Advisors, LLC is not the MSC 2019-H6 special servicer, is not affiliatedwith any sponsor and services only the 65 Broadway mortgage loan, whichconstitutes less than 5% of the mortgage pool, Trimont Real EstateAdvisors, LLC, as CF 2019-CF1 special servicer withrespect to the 65 Broadway mortgage loan, 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.  

•   KeyBankNational Association, as Irving Market Center specialservicer under the CF 2019-CF1 pooling and servicing agreement, only hasobligations in respect of the Irving Market Center mortgage loan securitizedthereunder.  KeyBank National Association, acting as Irving Market Centerspecial servicer under the CF 2019-CF1 pooling and servicing agreement, has noobligations with respect to the any mortgage loan included in the MSC 2019-H6mortgage pool and therefore in such capacity 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.

•   Citibank, N.A., ascertificate administrator under the CF 2019-CF1 pooling and servicingagreement, pursuant to which the 65 Broadway mortgage loan and the AC byMarriott San Jose mortgage loan are serviced, engaged U.S. Bank NationalAssociation to perform the related custodial services with respect to suchmortgage loans, and U.S. Bank National Association performed all such custodialservices pursuant to the related pooling and servicing agreement. Because U.S.Bank National Association is not the MSC 2019-H6 custodian, is not affiliatedwith any sponsor and only serviced the 65 Broadway mortgage loan and the AC byMarriott San Jose mortgage loan, which collectively constitute less than 5% ofthe mortgage pool, U.S. Bank National Association, as a CF 2019-CF1 servicingfunction participant, does not constitute a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, and does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

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, NationalAssociation, as master servicer under the BANK 2019-BNK18 pooling and servicingagreement, pursuant to which the 9201 West Sunset Boulevard mortgage loan andWestin Atlanta Airport mortgage loan are serviced, engaged the services ofCoreLogic Commercial Real Estate Services, Inc. and National Tax Search, LLC,in each case as a servicing function participant in respect of the 9201 WestSunset Boulevard mortgage loan and Westin Atlanta Airport mortgage loan for thereporting period.

 

•   Wells Fargo Bank, NationalAssociation, as master servicer under the BANK 2019-BNK17 pooling and servicingagreement, pursuant to which the Tower 28 mortgage loan is serviced, engagedthe services of CoreLogic Commercial Real Estate Services, Inc. and NationalTax Search, LLC, in each case as a servicing function participant in respect ofthe Tower 28 mortgage loan for the reporting period.

 

•   Wells Fargo Bank, NationalAssociation, as master servicer under the BBCMS 2018-C2 pooling and servicingagreement, pursuant to which the Shelbourne Global Portfolio II mortgage loanis serviced, engaged the services of (i) Berkeley Point Capital LLC as asub-servicer in respect of the Shelbourne Global Portfolio II mortgage loan forthe reporting period and (ii) CoreLogic Commercial Real Estate Services, Inc.and National Tax Search, LLC, in each case as a servicing function participantin respect of the Shelbourne Global Portfolio II mortgage loan for the reportingperiod.

 

•   KeyBank National Association,as master servicer under the Benchmark 2019-B10 pooling and servicingagreement, pursuant to which the 3 Columbus Circle mortgage loan is serviced,engaged the services of Midland LoanServices, a Division of PNC Bank, National Association asa sub-servicer in respect of the 3 Columbus Circle mortgage loan for thereporting period.

 

 

| **PART I**   |                            |
|-------------------|---------------------------------|
|              |                            |
| **Item 1.**  | **Business.**                   |
|              | Omitted.                        |
| **Item 1A.** | **Risk Factors.**          |
|              | Omitted.                        |
| **Item 1B.** | **Unresolved Staff  Comments.** |
|              | None.                           |
| **Item 2.**  | **Properties.**                 |
|              | Omitted.                        |
| **Item 3.**  | **Legal Proceedings.**     |
|              | Omitted.                        |
| **Item 4.**  | **Mine Safety Disclosures.**    |
|              | Omitted.                        |
|              |                            |   |

 

| **PART II**  |                                                                                                                |
|-------------------|---------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                |
| **Item 5.**  | **Market for Registrant's Common  Equity, Related Stockholder Matters and Issuer Purchases of Equity  Securities.** |
|              | Omitted.                                                                                                            |
| **Item 6.**  | **Selected Financial Data.**                                                                                        |
|              | Omitted.                                                                                                            |
| **Item 7.**  | **Management's Discussion  and Analysis of Financial Condition and Results of Operations.**                         |
|              | Omitted.                                                                                                            |
| **Item 7A.** | **Quantitative and  Qualitative Disclosures About Market Risk.**                                                    |
|              | Omitted.                                                                                                            |
| **Item 8.**  | **Financial Statements and  Supplementary Data.**                                                                   |
|              | Omitted.                                                                                                            |
| **Item 9.**  | **Changes in and  Disagreements With Accountants on Accounting and Financial Disclosure.**                          |
|              | Omitted.                                                                                                            |
| **Item 9A.** | **Controls and Procedures.**                                                                                        |
|              | Omitted.                                                                                                            |
| **Item 9B.** | **Other Information.**                                                                                         |
|              | None.                                                                                                               |
|              |                                                                                                                |   |

 

| **PART III** |                                                                                                 |
|-------------------|------------------------------------------------------------------------------------------------------|
|              |                                                                                                 |
| **Item 10.** | **Directors, Executive  Officers and Corporate Governance.**                                         |
|              | Omitted.                                                                                             |
| **Item 11.** | **Executive Compensation.**                                                                          |
|              | Omitted.                                                                                             |
| **Item 12.** | **Security Ownership of  Certain Beneficial Owners and Management and Related Stockholder Matters.** |
|              | Omitted.                                                                                             |
| **Item 13.** | **Certain Relationships and  Related Transactions, and Director Independence.**                      |
|              | Omitted.                                                                                             |
| **Item 14.** | **Principal Accounting Fees  and Services.**                                                         |
|              | Omitted.                                                                                             |
|              |                                                                                                 |   |

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

**Item1112(b) of Regulation AB, Significant Obligor Financial Information.**

 

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, or otherparty contemplated by Item 1100(d)(1) of Regulation AB, or of which anyproperty of the foregoing is the subject, that is material to security holders,other than as disclosed in the prospectus of the issuing entity filed in a424(b)(2) filing dated June 19, 2019, and other than as follows:

 

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

 

**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 June 19,2019, (i) Midland Loan Services, a Division of PNC Bank, National Association,the master servicer under the MSC 2019-H7 pooling and servicing agreement,pursuant to which the SoCal Retail Portfolio mortgage loan is serviced, is alsothe master servicer and special servicer under the MSC 2019-H6 pooling andservicing agreement, the servicer under the ILPT 2019-SURF trust and servicingagreement, pursuant to which the ILPT Hawaii Portfolio mortgage loan isserviced, the special servicer under the BANK 2019-BNK17 pooling and servicingagreement, pursuant to which the Tower 28 mortgage loan is serviced, and themaster servicer and special servicer under the BBCMS 2019-C3 pooling andservicing agreement, pursuant to which The Block Northway mortgage loan isserviced, (ii) LNR Partners, LLC, the special servicer under the MSC 2019-H7pooling and servicing agreement, pursuant to which the SoCal Retail Portfoliomortgage loan is serviced, is also the special servicer with respect to the ACby Marriott San Jose mortgage loan under the CF 2019-CF1 pooling and servicingagreement, the special servicer under the BBCMS 2018-C2 pooling and servicingagreement, pursuant to which the Shelbourne Global Portfolio II mortgage loanis serviced and the special servicer under the Benchmark 2019-B10 pooling andservicing agreement, pursuant to which the 3 Columbus Circle mortgage loan isserviced, and is also an affiliate of Starwood Mortgage Capital LLC, anoriginator, sponsor and mortgage loan seller with respect to the MSC 2019-H6securitization transaction, and (iii) Wells Fargo Bank, National Association,the custodian under the MSC 2019-H7 pooling and servicing agreement, pursuantto which the SoCal Retail Portfolio mortgage loan is serviced, is also themaster servicer and custodian under the MSC 2019-H6 pooling and servicingagreement, the master servicer under the BANK 2019-BNK17 pooling and servicingagreement, pursuant to which the Tower 28 mortgage loan is serviced, the masterservicer under the BANK 2019-BNK18 pooling and servicing agreement, pursuant towhich the Westin Atlanta Airport mortgage loan is serviced, the master servicerunder the BBCMS 2019-C2 pooling and servicing agreement, pursuant to which theShelbourne Global Portfolio II mortgage loan is serviced, and the custodianunder each Outside Pooling and Servicing Agreement (other than the CF 2019-CF1pooling and servicing agreement), pursuant to which the outside servicedmortgage loans (other than the 65 Broadway mortgage loan and the AC by MarriottSan Jose mortgage loan) are serviced.

 

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

 

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

 

Thereport on assessment of compliance with applicable servicing criteria furnishedpursuant to Item 1122 of Regulation AB by Midland Loan Services, a Division ofPNC Bank National Association discloses that a material instance ofnoncompliance occurred, as described below:

 

MaterialInstance of Noncompliance

 

In certain instances, the Schedule AL Files (Item 1125of Regulation AB) were not reported in accordance with the terms specified inthe transaction agreements, in conflict with Item 1122(d)(3)(i): “Reports toinvestors, including those to be filed with the Commission, are maintained inaccordance with the transaction agreements and applicable Commissionrequirements. Specifically, such reports: (A) Are prepared in accordance withtimeframes and other terms set forth in the transaction agreements”.  Thenoncompliance consisted of omitted or inaccurately reported numbers due to thefollowing: (1) the initial setup files contained information at the asset level,and Midland was required to manually compile the information to present it atthe 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’sSchedule AL reporting process was enhanced in April of 2019, however, theprocess remained manual throughout the 2019 calendar year and additional errorsduring such year were identified during the related audit. Followingidentification, Midland made staffing changes and additional improvements toits processes and procedures to support its Schedule AL reporting obligationsand expects to move to an automated solution for this process.

 

**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.

 

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

 

(33) Reports on assessment of compliance with servicing criteria for asset-backedsecurities.

33.3Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

33.4Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer (see Exhibit 33.3)

33.9Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2019-H7 securitization, pursuantto which the following mortgage loans were serviced by such party: SoCal RetailPortfolio (from 7/25/19 to 12/31/19) (see Exhibit 33.3)

33.10Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the ILPT 2019-SURFsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: ILPT Hawaii Portfolio (from 6/19/19 to 12/31/19) (see Exhibit 33.3)

33.14Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the BBCMS 2019-C3securitization, pursuant to which the following mortgage loans were serviced bysuch party: The Block Northway (from 6/19/19 to 12/31/19) (see Exhibit 33.3)

33.21Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the Benchmark 2019-B10securitization, pursuant to which the following mortgage loans were serviced bysuch party: 3 Columbus Circle (from 6/19/19 to 12/31/19) (see Exhibit 33.3)

33.25Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the BANK 2019-BNK17securitization, pursuant to which the following mortgage loans were serviced bysuch party: Tower 28 (from 6/19/19 to 12/31/19) (see Exhibit 33.3)

33.26Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the BBCMS 2019-C3 securitization,pursuant to which the following mortgage loans were serviced by such party: TheBlock Northway (from 6/19/19 to 12/31/19) (see Exhibit 33.3)

 

(35).Servicer compliance statement.

35.3Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

35.4Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer (see Exhibit 35.3)

35.6Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2019-H7 securitization,pursuant to which the following mortgage loans were serviced by such party:SoCal Retail Portfolio (from 7/25/19 to 12/31/19) (see Exhibit 35.3)

35.7Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the ILPT 2019-SURFsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: ILPT Hawaii Portfolio (from 6/19/19 to 12/31/19) (see Exhibit 35.3)

35.9Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the BBCMS 2019-C3securitization, pursuant to which the following mortgage loans were serviced bysuch party: The Block Northway (from 6/19/19 to 12/31/19) (see Exhibit 35.3)

35.12Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the Benchmark 2019-B10securitization, pursuant to which the following mortgage loans were serviced bysuch party: 3 Columbus Circle (from 6/19/19 to 12/31/19) (see Exhibit 35.3)

35.16Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the BANK 2019-BNK17securitization, pursuant to which the following mortgage loans were serviced bysuch party: Tower 28 (from 6/19/19 to 12/31/19) (see Exhibit 35.3)

35.17Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the BBCMS 2019-C3securitization, pursuant to which the following mortgage loans were serviced bysuch party: The Block Northway (from 6/19/19 to 12/31/19) (see Exhibit 35.3)

 

(b)See (a) above.

 

(c) NotApplicable.

 

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, Director and President

(seniorofficer in charge of securitization of the depositor)

 

Date: May 5, 2020