**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, 2023OR**

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

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

 

 

 

**Commission file number: 333-227446-07**

 

**Central Index Key Number of the issuing entity:****0001791295**

 

**Morgan Stanley Capital ITrust 2019-L3**

**(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: 0001548405**

 

**Starwood Mortgage Capital 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: 0001089877**

 

**KeyBank National Association**

**(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)**

 

| **New York**                                                        | **38-4128792**

**38-4128793**

**38-7235612** |
|---------------------------------------------------------------------|------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**   |

 

**c/o Computershare Trust Company, National Association,as agent for**

**Wells Fargo Bank, National Association**

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(667) 786‐1992**

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

 

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

 

 

 

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

 

  NONE.

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act.

 

  Yes___ No X

 

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Act.

 

  Yes___ No X

 

Note- Checking the box above will not relieve any registrant required to filereports pursuant to Section 13 or 15(d) of the Exchange Act from theirobligations under those Sections.

 

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

 

  YesX No ___

 

Indicateby check mark whether the registrant has submitted electronically everyInteractive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (Section 232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit suchfiles).

 

  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 has filed a report on and attestation toits management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.

 

Notapplicable. 

 

If securities are registered pursuant to Section 12(b)of the Act, indicate by check mark whether the financial statements of the

registrantincluded in the filing reflect the correction of an error to previously issuedfinancial statements.

 

Not applicable.

 

Indicateby check mark whether any of those error corrections are restatements thatrequired a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).

 

Not applicable.

 

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**

 

TheMSC 2019-L3 mortgage pool includes the following mortgage loans, each of whichis serviced pursuant to a separate pooling and servicing agreement (each, an“Outside Pooling and Servicing Agreement”):

 

•  the GNL Office and Industrial Portfolio mortgage loan, the Bushwick AvenuePortfolio mortgage loan and the Hilton Portfolio mortgage loan, which areserviced pursuant to the CF 2019-CF2 pooling and servicing agreement attachedhereto as Exhibit 4.2;

 

•  the Grand Canal Shoppes mortgage loan, which is serviced pursuant to the MSC2019-H7  pooling and servicing agreement attached hereto as Exhibit 4.3;

 

  •  the Osborn Triangle mortgage loan, which is serviced pursuant to the JPMCC2019-OSB trust and servicing agreement attached hereto as Exhibit 4.4;

 

•   the National Anchored Retail Portfolio mortgageloan, which is serviced pursuant to the BANK 2019-BNK21 pooling and servicingagreement attached hereto as Exhibit 4.5.

•  the Royal Palm Place mortgage loan, which is serviced pursuant to the MSC2020-L4 pooling and servicing agreement attached hereto as Exhibit 4.6.

 

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

 

•  The trustee under a pooling and servicing agreement has a nominal role withrespect to the mortgage pool securitized pursuant to such pooling and servicingagreement.  The trustee’s only servicing function is the contingentobligation to make certain advances if the master servicer under such poolingand servicing agreement fails to do so, while all other servicing functions areperformed by other parties.  The trustee under each of the pooling andservicing agreements listed in the Exhibit Index has confirmed to theregistrant that it has not made any such contingent advances during thereporting period, and consequently, each such trustee does not participate inthe servicing function for purposes of Item 1122 of Regulation AB, nor does itperform the functions of a servicer for purposes of the definition of“servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 ofRegulation AB.

 

•  The certificate administrator under a pooling and servicing agreement performsvarious payment administration functions solely for the securitization governedby such pooling and servicing agreement and the mortgage pool securitizedpursuant to such pooling and servicing agreement and does not have anyobligations with respect to any other transaction.  Consequently, thecertificate administrator under an Outside Pooling and Servicing Agreement doesnot participate in the servicing function for purposes of Item 1122 ofRegulation AB, nor does it perform the functions of a servicer for purposes ofthe definition of “servicer” under Item 1101 of Regulation AB or for purposesof Item 1123 of Regulation AB.

 

•  The operating advisor under a pooling and servicing agreement represents theinterests of senior certificateholders in the transaction governed by such poolingand servicing agreement and is responsible for monitoring the performance ofthe special servicer under such pooling and servicing agreement and producingcertain reports to certificateholders relating to the resolution of themortgage pool securitized pursuant to such pooling and servicingagreement.  The operating advisor under a pooling and servicing agreementdoes not have any obligations with respect to any other transaction and issolely obligated to perform loan reporting functions with respect to thesecuritization governed by such pooling and servicing agreement. Consequently, the operating advisor under an Outside Pooling and ServicingAgreement neither participates in the servicing function for purposes of Item1122 of Regulation AB nor performs the functions of a servicer for purposes ofthe definition of “servicer” under Item 1101 of Regulation AB or for purposesof Item 1123 of Regulation AB.  In addition, while the operating advisorunder a pooling and servicing agreement has certain reporting obligations inrespect of the related mortgage pool, it has no obligation to collect ordisburse funds in respect of the mortgage pool or to administer any of theunderlying mortgage loans.  Consequently, the operating advisor under apooling and servicing agreement participates in the servicing function forpurposes of Item 1122 of Regulation AB, but is not responsible for the“management or collection of the pool assets or making allocations ordistributions to holders of the asset-backed securities” within the meaning of“servicer” under Item 1101 of Regulation AB and does not perform the functionsof a servicer for purposes of Item 1123 of Regulation AB. 

 

•   The asset representations reviewer under a 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 asset representationsreviewer under a pooling and servicing agreement does not participate in theservicing function for purposes of Item 1122 of Regulation AB, is notresponsible for the “management or collection of the pool assets or makingallocations or distributions to holders of the asset-backed securities” withinthe meaning of “servicer” under Item 1101 of Regulation AB and does not performthe functions of a servicer for purposes of Item 1123 of Regulation AB.

•  KeyBank National Association, as The Stanwix special servicer underthe CF 2019-CF2 pooling and servicing agreement, only has obligations inrespect of The Stanwix mortgage loan securitized thereunder. KeyBank NationalAssociation, as The Stanwix special servicer under the CF 2019-CF2 pooling andservicing agreement, has no obligations with respect to any mortgage loanincluded in the MSC 2019-L3 mortgage pool and therefore such party in suchcapacity does not constitute a reporting “servicing function participant” forpurposes of Item 1122 of Regulation AB, as specified in the Instruction 3 toItem 1122, and does not constitute a reporting “servicer” for purposes of Item1123 of Regulation AB, as specified in the Instruction to Item 1123.

 

•  Situs Holdings, LLC is the current special servicer under the MSC 2019-H7pooling and servicing agreement with respect to the Grand Canal Shoppesmortgage loan. On June 15, 2020, LNR Partners, LLC was replaced as Grand CanalShoppes special servicer under the MSC 2019-H7 pooling and servicing agreementand succeeded by Situs Holdings, LLC.   Argentic Services Company LPis the current general special servicer under the MSC 2019-H7 pooling andservicing agreement. On May 6, 2020, LNR Partners, LLC was replaced as generalspecial servicer under the MSC 2019-H7 pooling and servicing agreement andsucceeded by Argentic Services Company LP.   Argentic ServicesCompany LP, as the general special servicer under the MSC 2019-H7 pooling andservicing agreement, has no obligations with respect to any mortgage loanincluded in the MSC 2019-L3 mortgage pool and therefore such party in suchcapacity does not constitute a reporting “servicing function participant” forpurposes of Item 1122 of Regulation AB, as specified in the Instruction 3 toItem 1122, and does not constitute a reporting “servicer” for purposes of Item1123 of Regulation AB, as specified in the Instruction to Item 1123.

 

•  Rialto Capital Advisors, LLC is the special servicer under the BANK 2019-BNK21pooling and servicing agreement, pursuant to which the National Anchored RetailPortfolio mortgage loan is serviced. Because Rialto Capital Advisors, LLC isnot the MSC 2019-L3 special servicer, is not affiliated with any sponsor andservices only the National Anchored Retail Portfolio mortgage loan, whichconstitutes less than 5% of the mortgage pool, Rialto Capital Advisors, LLC, asBANK 2019-BNK21 special servicer, 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.

 

• Citibank, N.A., as certificate administrator under the CF 2019-CF2pooling and servicing agreement, pursuant to which the GNL Office andIndustrial Portfolio mortgage loan, the Bushwick Avenue Portfolio mortgage loanand the Hilton Portfolio 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.

•   Argentic Services Company LPis the current special servicer under the MSC 2020-L4 pooling and servicingagreement, under which the Royal Palm Place mortgage loan is serviced. On May6, 2020, LNR Partners, LLC was replaced as special servicer under the MSC2020-L4 pooling and servicing agreement and succeeded by Argentic ServicesCompany LP.   

 

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

 

•  Wells Fargo Bank, National Association, as master servicer, engaged theservices of (i) KeyBank National Association as sub-servicer in respect of theentire mortgage pool for the reporting period, and (ii) CoreLogic Solutions,LLC as a servicing function participant in respect of the entire mortgage poolfor the reporting period. 

•  Wells Fargo Bank, National Association, as master servicer under the BANK2019-BNK21 pooling and servicing agreement, pursuant to which the NationalAnchored Retail Portfolio mortgage loan is serviced, engaged the services ofCoreLogic Solutions, LLC as a servicing function participant in respect of theNational Anchored Retail Portfolio mortgage loan for the reporting period.

 

•  On November 1, 2021, pursuant to the second amended and restated servicingagreement attached hereto as Exhibit 99.19, Computershare Trust Company,National Association was engaged to perform all or virtually all of Wells FargoBank, National Association’s roles as certificate administrator, custodian andtrustee, as applicable, under (i) the pooling and servicing agreement and (ii)each Outside Pooling and Servicing Agreement.

 

 

| **PART I**   |                            |
|-------------------|---------------------------------|
|              |                            |
| **Item 1.**  | **Business.**                   |
|              | Omitted.                        |
| **Item 1A.** | **Risk Factors.**          |
|              | Omitted.                        |
| **Item 1B.** | **Unresolved Staff  Comments.** |
|              | None.                           |
| **Item 1C.** | **Cybersecurity.**              |
|              | Omitted.                        |
| **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.**  | **[Reserved]**                                                                                                      |   |
| **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.                                                                                                               |   |
| **Item 9C.** | **Disclosure Regarding  Foreign Jurisdictions that Prevent Inspections.**                                           |   |
|              | 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 Accountant 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) of RegulationAB, originator contemplated by Item 1110(b) of Regulation AB, or other partycontemplated by Item 1100(d)(1) of Regulation AB, or of which any property ofthe foregoing is the subject, that is material to security holders, other thanas follows:

 

InDecember 2014, Phoenix Light SF Limited (Phoenix Light) and certain relatedentities filed a complaint in the United States District Court for the SouthernDistrict of New York alleging claims against Wells Fargo Bank, N.A., in itscapacity as trustee for a number of residential mortgage-backed securities(RMBS) trusts. Complaints raising similar allegations have been filed byCommerzbank AG in the Southern District of New York, IKB International and IKBDeutsche Industriebank (together, IKB) in New York state court, and Park RoyalI LLC and Park Royal II LLC in New York state court. In each case, theplaintiffs allege that Wells Fargo Bank, N.A., as trustee, caused losses to investors,and plaintiffs assert causes of action based upon, among other things, thetrustee’s alleged failure to notify and enforce repurchase obligations ofmortgage loan sellers for purported breaches of representations and warranties,notify investors of alleged events of default, and abide by appropriatestandards of care following alleged events of default. In July 2022, thedistrict court dismissed Phoenix Light’s claims and certain of the claimsasserted by Commerzbank AG, and subsequently entered judgment in each case infavor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light and CommerzbankAG each appealed the district court’s decision to the United States Court ofAppeals for the Second Circuit. Phoenix Light dismissed its appeal in May 2023,terminating its case. In November 2023, Wells Fargo Bank, N.A. entered into anagreement with IKB to resolve IKB’s claims. Wells Fargo Bank, N.A. previouslysettled two class actions filed by institutional investors and an action filedby the National Credit Union Administration with similar allegations.

 

U.S.Bank National Association (“U.S. Bank”) and other large financial institutionshave been sued in their capacity as trustee or successor trustee for certainresidential mortgage backed securities ("RMBS") trusts. Thecomplaints, primarily filed by investors or investor groups against U.S. Bankand similar institutions, allege the trustees caused losses to investors as aresult of alleged failures by the sponsors, mortgage loan sellers and servicersto comply with the governing agreements for these RMBS trusts. Plaintiffsgenerally assert causes of action based upon the trustees’ purported failuresto enforce repurchase obligations of mortgage loan sellers for alleged breachesof representations and warranties, notify securityholders of purported eventsof default allegedly caused by breaches of servicing standards by mortgage loanservicers and abide by a heightened standard of care following alleged eventsof default.

 

U.S.Bank denies liability and believes that it has performed its obligations underthe RMBS trusts in good faith, that its actions were not the cause of losses toinvestors, that it has meritorious defenses, and it has contested and intendsto continue contesting the plaintiffs’ claims vigorously. However, U.S. Bankcannot assure you as to the outcome of any of the litigation, or the possibleimpact of these litigations on the trustee or the RMBS trusts.

 

OnMarch 9, 2018, a law firm purporting to represent fifteen Delaware statutorytrusts (the “DSTs”) that issued securities backed by student loans (the“Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S.Bank National Association (“U.S. Bank”) in its capacities as indenture trusteeand successor special servicer, and three other institutions in theirrespective transaction capacities, with respect to the DSTs and the StudentLoans. This lawsuit is captioned The National Collegiate Student Loan MasterTrust I, et al. v. U.S. Bank National Association, et al., C.A. No.2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”). The complaint, as amended onJune 15, 2018, alleged that the DSTs have been harmed as a result of purportedmisconduct or omissions by the defendants concerning administration of thetrusts and special servicing of the Student Loans. Since the filing of theNCMSLT Action, certain Student Loan borrowers have made assertions against U.S.Bank concerning special servicing that appear to be based on certainallegations made on behalf of the DSTs in the NCMSLT Action.

 

U.S.Bank has filed a motion seeking dismissal of the operative complaint in itsentirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6)or, in the alternative, a stay of the case while other prior filed disputes involvingthe DSTs and the Student Loans are litigated. On November 7, 2018, the Courtruled that the case should be stayed in its entirety pending resolution of thefirst-filed cases. On January 21, 2020, the Court entered an orderconsolidating for pretrial purposes the NCMSLT Action and three other lawsuitspending in the Delaware Court of Chancery concerning the DSTs and the StudentLoans, which remains pending.

 

U.S.Bank denies liability in the NCMSLT Action and believes it has performed itsobligations as indenture trustee and special servicer in good faith and incompliance in all material respects with the terms of the agreements governingthe DSTs and that it has meritorious defenses. It has contested and intends tocontinue contesting the plaintiffs’ claims vigorously.

 

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

 

Theinformation regarding this Item has been provided previously in an annualreport on Form 10-K of the issuing entity or in the prospectus of the issuingentity filed in a 424(b)(2) filing dated November 21, 2019.

 

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

 

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

 

**Item1123 of Regulation AB, Servicer Compliance Statement.**

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

**Item15. Exhibits, Financial Statement Schedules.**

 

(a)           Exhibits.

 

(4.1)        Pooling and Servicing Agreement, dated as of November1, 2019, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, LNR Partners, LLC, as general specialservicer, Situs Holdings, LLC, as ILPT Industrial Portfolio special servicer,Wells Fargo Bank, National Association, as certificate administrator,Wilmington Trust, National Association, as trustee and Pentalpha SurveillanceLLC, as operating advisor and as asset representations reviewer (filed asExhibit 4.1 to the registrant's Current Report on Form 8-K/A filed on January3, 2020 under SEC File No. 333-227446-07 and incorporated by reference herein).

 

(4.2)        Pooling and Servicing Agreement, dated as of October 1,2019, between CCRE Commercial Mortgage Securities, L.P., as depositor, KeyBankNational Association, as master servicer and as a special servicer solely withrespect to The Stanwix whole loan, LNR Partners, LLC, as a special servicer,Citibank, N.A., as trustee, Citibank, N.A., as certificate administrator,paying agent and custodian, Park Bridge Lender Services LLC, as operatingadvisor, and Park Bridge Lender LLC, as asset representations reviewer,relating to the CF 2019-CF2 securitization transaction, pursuant to which theGNL Office and Industrial Portfolio Mortgage Loan, the Bushwick AvenuePortfolio Mortgage Loan and the Hilton Portfolio Mortgage Loan are serviced(filed as Exhibit 4.2 to the registrant's Current Report on Form 8-K filed onNovember 21, 2019 under SEC File No. 333-227446-07 and incorporated byreference herein).

 

(4.3)        Pooling and Servicing Agreement, dated as of July 1,2019, between Morgan Stanley Capital I Inc., as depositor, Midland LoanServices, a Division of PNC Bank, National Association, as master servicer, LNRPartners, LLC, as special servicer, Wells Fargo Bank, National Association, ascertificate administrator and trustee, and Pentalpha Surveillance LLC, asoperating advisor and asset representations reviewer, relating to the MSC2019-H7 securitization transaction, pursuant to which the Grand Canal ShoppesMortgage Loan is serviced (filed as Exhibit 4.3 to the registrant's CurrentReport on Form 8-K filed on November 21, 2019 under SEC File No. 333-227446-07and incorporated by reference herein).

 

(4.4)        Trust and Servicing Agreement, dated as of June 13,2019, between J.P. Morgan Chase Commercial Mortgage Securities Corp., asdepositor, KeyBank National Association, as servicer, Situs Holdings, LLC, asspecial servicer, Wells Fargo Bank, National Association, as certificateadministrator and as trustee, and Park Bridge Lender Services LLC, as operatingadvisor, relating to the JPMCC 2019-OSB securitization transaction, pursuant towhich the Osborn Triangle Mortgage Loan is serviced (filed as Exhibit 4.4 tothe registrant's Current Report on Form 8-K filed on November 21, 2019 underSEC File No. 333-227446-07 and incorporated by reference herein).

 

(4.5)        Pooling and Servicing Agreement, dated as of October 1,2019, between Banc of America Merrill Lynch Commercial Mortgage Inc., asdepositor, Wells Fargo Bank, National Association, as master servicer, RialtoCapital Advisors, LLC, as special servicer, Wells Fargo Bank, NationalAssociation, as certificate administrator, Wilmington Trust, NationalAssociation, as trustee, and Park Bridge Lender Services LLC, as operatingadvisor and as asset representations reviewer, relating to the BANK 2019-BNK21securitization transaction, pursuant to which the National Anchored RetailPortfolio Mortgage Loan is serviced (filed as Exhibit 4.5 to the registrant'sCurrent Report on Form 8-K filed on November 21, 2019 under SEC File No.333-227446-07 and incorporated by reference herein).

 

(4.6)        Poolingand Servicing Agreement, dated as of February 1, 2020, 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, Pentalpha Surveillance LLC, as operating advisor and as assetrepresentations reviewer, and Wells Fargo Bank, National Association, ascertificate administrator and trustee, relating to the MSC 2020-L4securitization transaction, pursuant to which the Royal Palm Place MortgageLoan is serviced (filed as Exhibit 4.6 to the registrant's Current Report onForm 8-K filed on February 26, 2020 under SEC File No. 333-227446-07 andincorporated by reference herein).

 

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

 

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

 

33.1        Wells Fargo Bank, National Association, asCertificate Administrator

 

33.2        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator

 

33.3        WellsFargo Bank, National Association, as Custodian

 

33.4        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

 

33.5        Wells FargoBank, National Association, as Master Servicer

 

33.6        LNR Partners, LLC, as Special Servicer

  

33.7        ParkBridge Lender Services LLC, as Operating Advisor

 

33.8        KeyBankNational Association, as Primary Servicer

 

33.9        CoreLogicSolutions, LLC, as Servicing Function Participant

 

33.10       KeyBank National Association, as Master Servicer underthe CF 2019-CF2 securitization, pursuant to which the following mortgage loanswere serviced by such party: GNL Office and Industrial Portfolio (from 1/1/23to 12/31/23), Bushwick Avenue Portfolio (from 1/1/23 to 12/31/23) and HiltonPortfolio (from 1/1/23 to 12/31/23) (See exhibit 33.8)

 

33.11      Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicerunder the MSC 2019-H7 securitization, pursuant to which the following mortgageloans were serviced by such party: Grand Canal Shoppes (from 1/1/23 to12/31/23)

 

33.12      Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicerunder the MSC 2020-L4 securitization, pursuant to which the following mortgageloans were serviced by such party: Royal Palm Place (from 1/1/23 to 12/31/23)(See exhibit 33.11)

 

33.13      KeyBank National Association, as Master Servicerunder the JPMCC 2019-OSB securitization, pursuant to which the followingmortgage loans were serviced by such party: Osborn Triangle (from 1/1/23 to12/31/23) (See exhibit 33.8)

 

33.14      Wells Fargo Bank,National Association, as Master Servicer under the BANK 2019-BNK21securitization, pursuant to which the following mortgage loans were serviced bysuch party: National Anchored Retail Portfolio (from 1/1/23 to 12/31/23) (Seeexhibit 33.5)

 

33.15      CoreLogic Solutions,LLC, as Servicing Function Participant under the BANK 2019-BNK21securitization, pursuant to which the following mortgage loans were serviced bysuch party: National Anchored Retail Portfolio (from 1/1/23 to 12/31/23) (Seeexhibit 33.9)

 

33.16       LNR Partners, LLC, as Special Servicer under the CF2019-CF2 securitization, pursuant to which the following mortgage loans wereserviced by such party: GNL Office and Industrial Portfolio (from 1/1/23 to12/31/23), Bushwick Avenue Portfolio (from 1/1/23 to 12/31/23) and HiltonPortfolio (from 1/1/23 to 12/31/23) (See exhibit 33.6)

 

33.17      Situs Holdings,LLC, as Special Servicer under the MSC 2019-H7 securitization, pursuant towhich the following mortgage loans were serviced by such party: Grand CanalShoppes (from 1/1/23 to 12/31/23)

 

33.18      Situs Holdings,LLC, as Special Servicer under the MSC 2019-L3 securitization, pursuant towhich the following mortgage loans were serviced by such party: ILPT IndustrialPortfolio (from 1/1/23 to 12/31/23) (See exhibit 33.17)

 

33.19      Argentic ServicesCompany LP, as Special Servicer under the MSC 2020-L4 securitization, pursuantto which the following mortgage loans were serviced by such party: Royal PalmPlace (from 1/1/23 to 12/31/23)

 

33.20      Situs Holdings,LLC, as Special Servicer under the JPMCC 2019-OSB securitization, pursuant towhich the following mortgage loans were serviced by such party: Osborn Triangle(from 1/1/23 to 12/31/23) (See exhibit 33.17)

 

33.21       U.S. Bank National Association, as Custodian underthe CF 2019-CF2 securitization, pursuant to which the following mortgage loanswere serviced by such party: GNL Office and Industrial Portfolio (from 1/1/23to 12/31/23), Bushwick Avenue Portfolio (from 1/1/23 to 12/31/23) and HiltonPortfolio (from 1/1/23 to 12/31/23)

 

33.22      Wells Fargo Bank,National Association, as Custodian under the MSC 2019-H7 securitization,pursuant to which the following mortgage loans were serviced by such party:Grand Canal Shoppes (from 1/1/23 to 12/31/23) (See exhibit 33.3)

 

33.23      Computershare TrustCompany, National Association, as Servicing Function Participant under the MSC2019-H7 securitization, pursuant to which the following mortgage loans wereserviced by such party: Grand Canal Shoppes (from 1/1/23 to 12/31/23) (Seeexhibit 33.4)

 

33.24      Wells Fargo Bank,National Association, as Custodian under the MSC 2020-L4 securitization,pursuant to which the following mortgage loans were serviced by such party:Royal Palm Place (from 1/1/23 to 12/31/23) (See exhibit 33.3)

 

33.25      Computershare TrustCompany, National Association, as Servicing Function Participant under the MSC2020-L4 securitization, pursuant to which the following mortgage loans wereserviced by such party: Royal Palm Place (from 1/1/23 to 12/31/23) (See exhibit33.4)

 

33.26      Wells Fargo Bank,National Association, as Custodian under the JPMCC 2019-OSB securitization,pursuant to which the following mortgage loans were serviced by such party:Osborn Triangle (from 1/1/23 to 12/31/23) (See exhibit 33.3)

 

33.27      Computershare TrustCompany, National Association, as Servicing Function Participant under theJPMCC 2019-OSB securitization, pursuant to which the following mortgage loanswere serviced by such party: Osborn Triangle (from 1/1/23 to 12/31/23) (Seeexhibit 33.4)

 

33.28      Wells Fargo Bank,National Association, as Custodian under the BANK 2019-BNK21 securitization, pursuantto which the following mortgage loans were serviced by such party: NationalAnchored Retail Portfolio (from 1/1/23 to 12/31/23) (See exhibit 33.3)

 

33.29      Computershare Trust Company, National Association,as Servicing Function Participant under the BANK 2019-BNK21 securitization,pursuant to which the following mortgage loans were serviced by such party:National Anchored Retail Portfolio (from 1/1/23 to 12/31/23) (See exhibit 33.4)

 

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

 

34.1        Wells Fargo Bank, National Association, as CertificateAdministrator

 

34.2        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator

 

34.3        WellsFargo Bank, National Association, as Custodian

 

34.4        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

 

34.5        WellsFargo Bank, National Association, as Master Servicer

 

34.6        LNR Partners, LLC, as Special Servicer

  

34.7        ParkBridge Lender Services LLC, as Operating Advisor

 

34.8        KeyBankNational Association, as Primary Servicer

 

34.9        CoreLogicSolutions, LLC, as Servicing Function Participant

 

34.10       KeyBank National Association, as Master Servicer underthe CF 2019-CF2 securitization, pursuant to which the following mortgage loanswere serviced by such party: GNL Office and Industrial Portfolio (from 1/1/23to 12/31/23), Bushwick Avenue Portfolio (from 1/1/23 to 12/31/23) and HiltonPortfolio (from 1/1/23 to 12/31/23) (See exhibit 34.8)

 

34.11      Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicerunder the MSC 2019-H7 securitization, pursuant to which the following mortgageloans were serviced by such party: Grand Canal Shoppes (from 1/1/23 to12/31/23)

 

34.12      Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicerunder the MSC 2020-L4 securitization, pursuant to which the following mortgageloans were serviced by such party: Royal Palm Place (from 1/1/23 to 12/31/23)(See exhibit 34.11)

 

34.13      KeyBank National Association, as Master Servicerunder the JPMCC 2019-OSB securitization, pursuant to which the followingmortgage loans were serviced by such party: Osborn Triangle (from 1/1/23 to12/31/23) (See exhibit 34.8)

 

34.14      Wells Fargo Bank,National Association, as Master Servicer under the BANK 2019-BNK21securitization, pursuant to which the following mortgage loans were serviced bysuch party: National Anchored Retail Portfolio (from 1/1/23 to 12/31/23) (Seeexhibit 34.5)

 

34.15      CoreLogic Solutions,LLC, as Servicing Function Participant under the BANK 2019-BNK21securitization, pursuant to which the following mortgage loans were serviced bysuch party: National Anchored Retail Portfolio (from 1/1/23 to 12/31/23) (Seeexhibit 34.9)

 

34.16       LNR Partners, LLC, as Special Servicer under the CF2019-CF2 securitization, pursuant to which the following mortgage loans wereserviced by such party: GNL Office and Industrial Portfolio (from 1/1/23 to12/31/23), Bushwick Avenue Portfolio (from 1/1/23 to 12/31/23) and HiltonPortfolio (from 1/1/23 to 12/31/23) (See exhibit 34.6)

 

34.17      Situs Holdings,LLC, as Special Servicer under the MSC 2019-H7 securitization, pursuant towhich the following mortgage loans were serviced by such party: Grand CanalShoppes (from 1/1/23 to 12/31/23)

 

34.18      Situs Holdings,LLC, as Special Servicer under the MSC 2019-L3 securitization, pursuant towhich the following mortgage loans were serviced by such party: ILPT IndustrialPortfolio (from 1/1/23 to 12/31/23) (See exhibit 34.17)

 

34.19      Argentic ServicesCompany LP, as Special Servicer under the MSC 2020-L4 securitization, pursuantto which the following mortgage loans were serviced by such party: Royal PalmPlace (from 1/1/23 to 12/31/23)

 

34.20      Situs Holdings,LLC, as Special Servicer under the JPMCC 2019-OSB securitization, pursuant towhich the following mortgage loans were serviced by such party: Osborn Triangle(from 1/1/23 to 12/31/23) (See exhibit 34.17)

 

34.21       U.S. Bank National Association, as Custodian underthe CF 2019-CF2 securitization, pursuant to which the following mortgage loanswere serviced by such party: GNL Office and Industrial Portfolio (from 1/1/23to 12/31/23), Bushwick Avenue Portfolio (from 1/1/23 to 12/31/23) and HiltonPortfolio (from 1/1/23 to 12/31/23)

 

34.22      Wells Fargo Bank,National Association, as Custodian under the MSC 2019-H7 securitization,pursuant to which the following mortgage loans were serviced by such party:Grand Canal Shoppes (from 1/1/23 to 12/31/23) (See exhibit 34.3)

 

34.23      Computershare TrustCompany, National Association, as Servicing Function Participant under the MSC2019-H7 securitization, pursuant to which the following mortgage loans wereserviced by such party: Grand Canal Shoppes (from 1/1/23 to 12/31/23) (Seeexhibit 34.4)

 

34.24      Wells Fargo Bank,National Association, as Custodian under the MSC 2020-L4 securitization,pursuant to which the following mortgage loans were serviced by such party:Royal Palm Place (from 1/1/23 to 12/31/23) (See exhibit 34.3)

 

34.25      Computershare TrustCompany, National Association, as Servicing Function Participant under the MSC2020-L4 securitization, pursuant to which the following mortgage loans wereserviced by such party: Royal Palm Place (from 1/1/23 to 12/31/23) (See exhibit34.4)

 

34.26      Wells Fargo Bank,National Association, as Custodian under the JPMCC 2019-OSB securitization,pursuant to which the following mortgage loans were serviced by such party:Osborn Triangle (from 1/1/23 to 12/31/23) (See exhibit 34.3)

 

34.27      Computershare TrustCompany, National Association, as Servicing Function Participant under theJPMCC 2019-OSB securitization, pursuant to which the following mortgage loanswere serviced by such party: Osborn Triangle (from 1/1/23 to 12/31/23) (Seeexhibit 34.4)

 

34.28      Wells Fargo Bank,National Association, as Custodian under the BANK 2019-BNK21 securitization,pursuant to which the following mortgage loans were serviced by such party:National Anchored Retail Portfolio (from 1/1/23 to 12/31/23) (See exhibit 34.3)

 

34.29      Computershare TrustCompany, National Association, as Servicing Function Participant under the BANK2019-BNK21 securitization, pursuant to which the following mortgage loans wereserviced by such party: National Anchored Retail Portfolio (from 1/1/23 to12/31/23) (See exhibit 34.4)

 

(35)        Servicer compliance statement.

 

35.1        Wells Fargo Bank, National Association, asCertificate Administrator

 

35.2        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator

 

35.3        WellsFargo Bank, National Association, as Custodian

 

35.4        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

 

35.5        WellsFargo Bank, National Association, as Master Servicer

 

35.6        LNRPartners, LLC, as Special Servicer

  

35.7        KeyBankNational Association, as Primary Servicer

 

35.8        KeyBankNational Association, as Master Servicer under the CF 2019-CF2 securitization,pursuant to which the following mortgage loans were serviced by such party: GNLOffice and Industrial Portfolio (from 1/1/23 to 12/31/23), Bushwick AvenuePortfolio (from 1/1/23 to 12/31/23) and Hilton Portfolio (from 1/1/23 to12/31/23) (See exhibit 35.7)

 

35.9        MidlandLoan Services, a Division of PNC Bank, National Association, as Master Servicerunder the MSC 2019-H7 securitization, pursuant to which the following mortgageloans were serviced by such party: Grand Canal Shoppes (from 1/1/23 to12/31/23)

 

35.10      Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicerunder the MSC 2020-L4 securitization, pursuant to which the following mortgageloans were serviced by such party: Royal Palm Place (from 1/1/23 to 12/31/23)(See exhibit 35.9)

 

35.11      KeyBank NationalAssociation, as Master Servicer under the JPMCC 2019-OSB securitization,pursuant to which the following mortgage loans were serviced by such party:Osborn Triangle (from 1/1/23 to 12/31/23) (See exhibit 35.7)

 

35.12      Wells Fargo Bank,National Association, as Master Servicer under the BANK 2019-BNK21securitization, pursuant to which the following mortgage loans were serviced bysuch party: National Anchored Retail Portfolio (from 1/1/23 to 12/31/23) (Seeexhibit 35.5)

 

35.13       LNR Partners, LLC, as Special Servicer under the CF2019-CF2 securitization, pursuant to which the following mortgage loans wereserviced by such party: GNL Office and Industrial Portfolio (from 1/1/23 to12/31/23), Bushwick Avenue Portfolio (from 1/1/23 to 12/31/23) and HiltonPortfolio (from 1/1/23 to 12/31/23) (See exhibit 35.6)

 

35.14      Situs Holdings, LLC,as Special Servicer under the MSC 2019-H7 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grand Canal Shoppes (from1/1/23 to 12/31/23)

 

35.15      Situs Holdings,LLC, as Special Servicer under the MSC 2019-L3 securitization, pursuant towhich the following mortgage loans were serviced by such party: ILPT IndustrialPortfolio (from 1/1/23 to 12/31/23) (see exhibit 35.14)

 

35.16      Argentic ServicesCompany LP, as Special Servicer under the MSC 2020-L4 securitization, pursuantto which the following mortgage loans were serviced by such party: Royal PalmPlace (from 1/1/23 to 12/31/23)

 

35.17      Situs Holdings,LLC, as Special Servicer under the JPMCC 2019-OSB securitization, pursuant towhich the following mortgage loans were serviced by such party: Osborn Triangle(from 1/1/23 to 12/31/23) (see Exhibit 35.14)

 

35.18       U.S. Bank National Association, as Custodian underthe CF 2019-CF2 securitization, pursuant to which the following mortgage loanswere serviced by such party: GNL Office and Industrial Portfolio (from 1/1/23to 12/31/23), Bushwick Avenue Portfolio (from 1/1/23 to 12/31/23) and HiltonPortfolio (from 1/1/23 to 12/31/23)

 

35.19      Wells Fargo Bank,National Association, as Custodian under the MSC 2019-H7 securitization,pursuant to which the following mortgage loans were serviced by such party:Grand Canal Shoppes (from 1/1/23 to 12/31/23) (See exhibit 35.3)

 

35.20      Computershare TrustCompany, National Association, as Servicing Function Participant under the MSC2019-H7 securitization, pursuant to which the following mortgage loans wereserviced by such party: Grand Canal Shoppes (from 1/1/23 to 12/31/23) (Seeexhibit 35.4)

 

35.21      Wells Fargo Bank,National Association, as Custodian under the MSC 2020-L4 securitization,pursuant to which the following mortgage loans were serviced by such party:Royal Palm Place (from 1/1/23 to 12/31/23) (See exhibit 35.3)

 

35.22      Computershare TrustCompany, National Association, as Servicing Function Participant under the MSC2020-L4 securitization, pursuant to which the following mortgage loans wereserviced by such party: Royal Palm Place (from 1/1/23 to 12/31/23) (See exhibit35.4)

 

35.23      Wells Fargo Bank,National Association, as Custodian under the JPMCC 2019-OSB securitization,pursuant to which the following mortgage loans were serviced by such party:Osborn Triangle (from 1/1/23 to 12/31/23) (See exhibit 35.3)

 

35.24      Computershare TrustCompany, National Association, as Servicing Function Participant under theJPMCC 2019-OSB securitization, pursuant to which the following mortgage loanswere serviced by such party: Osborn Triangle (from 1/1/23 to 12/31/23) (Seeexhibit 35.4)

 

35.25      Wells Fargo Bank,National Association, as Custodian under the BANK 2019-BNK21 securitization,pursuant to which the following mortgage loans were serviced by such party:National Anchored Retail Portfolio (from 1/1/23 to 12/31/23) (See exhibit 35.3)

 

35.26      Computershare TrustCompany, National Association, as Servicing Function Participant under the BANK2019-BNK21 securitization, pursuant to which the following mortgage loans wereserviced by such party: National Anchored Retail Portfolio (from 1/1/23 to12/31/23) (See exhibit 35.4)

 

(99.1)      Mortgage Loan Purchase Agreement, dated November 8,2019, between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage CapitalHoldings LLC (filed as Exhibit 99.1 to the registrant's Current Report on Form8-K filed on November 21, 2019 under SEC File No. 333-227446-07 andincorporated by reference herein).

 

(99.2)      Mortgage Loan Purchase Agreement, dated November 8,2019, between Morgan Stanley Capital I Inc. and Starwood Mortgage Capital LLC(filed as Exhibit 99.2 to the registrant's Current Report on Form 8-K filed onNovember 21, 2019 under SEC File No. 333-227446-07 and incorporated byreference herein).

 

(99.3)      Mortgage Loan Purchase Agreement, dated November 8,2019, between Morgan Stanley Capital I Inc. and Argentic Real Estate FinanceLLC (filed as Exhibit 99.3 to the registrant's Current Report on Form 8-K filedon November 21, 2019 under SEC File No. 333-227446-07 and incorporated byreference herein).

 

(99.4)      Mortgage Loan Purchase Agreement, dated November 8,2019, between Morgan Stanley Capital I Inc. and KeyBank National Association(filed as Exhibit 99.4 to the registrant's Current Report on Form 8-K filed onNovember 21, 2019 under SEC File No. 333-227446-07 and incorporated byreference herein).

 

(99.5)      Mortgage Loan Purchase Agreement, dated November 8,2019, between Morgan Stanley Capital I Inc. and Cantor Commercial Real EstateLending, L.P. (filed as Exhibit 99.5 to the registrant's Current Report on Form8-K filed on November 21, 2019 under SEC File No. 333-227446-07 andincorporated by reference herein).

 

(99.6)      Agreement Between Note Holders, dated as of September12, 2019, by and between KeyBank National Association, as initial note A-1holder, KeyBank National Association, as initial note A-2 holder, initial noteA-3 holder, initial note A-4 holder, initial note A-5 holder, initial note A-6holder, initial note A-7 holder and initial note A-8 holder, relating to theGNL Office and Industrial Portfolio loan combination (filed as Exhibit 99.6 tothe registrant's Current Report on Form 8-K filed on November 21, 2019 underSEC File No. 333-227446-07 and incorporated by reference herein).

 

(99.7)      Agreement Between Note Holders, dated as of October 24,2019, by and between Bank of America, N.A. and KeyBank National Association,relating to the Parklawn Building loan combination (filed as Exhibit 99.7 tothe registrant's Current Report on Form 8-K filed on November 21, 2019 underSEC File No. 333-227446-07 and incorporated by reference herein).

 

(99.8)      Co-Lender Agreement, dated as of September 9, 2019, byand between SPREF WH III LLC, as initial note A-1 holder, SPREF WH III LLC, asinitial note A-2 holder, SPREF WH III LLC, as initial note A-3 holder, SPREF WHIII LLC, as initial note A-4 holder, SPREF WH III LLC, as initial note A-5holder, and SPREF WH III LLC, as initial note A-6 holder, relating to the EastVillage Multifamily Portfolio loan combination (filed as Exhibit 99.8 to theregistrant's Current Report on Form 8-K filed on November 21, 2019 under SECFile No. 333-227446-07 and incorporated by reference herein).

 

(99.9)      Agreement Between Note Holders, dated as of July 3,2019, between Morgan Stanley Bank, N.A., as note A-1 holder, Wells Fargo Bank,National Association, as note A-2 holder, JPMorgan Chase Bank, NationalAssociation, as note A-3 holder, Goldman Sachs Bank USA, as note A-4 holder,and CPPIB Credit Investments II Inc., as note B holder, relating to the GrandCanal Shoppes loan combination (filed as Exhibit 99.9 to the registrant'sCurrent Report on Form 8-K filed on November 21, 2019 under SEC File No.333-227446-07 and incorporated by reference herein).

 

(99.10)    Intercreditor Agreement, dated as of November 15, 2019,by and between Morgan Stanley Bank, N.A., as note A-1 holder and note A-2holder, Morgan Stanley Mortgage Capital Holdings LLC, as note B-1-A holder,note B-1-B holder, note B-1-C holder and note B-1-D holder, Bank of America,National Association, as note A-3 holder, note A-4 holder, note B-2-A holder,note B-2-B holder, note B-2-C holder and note B-2-D holder, and UBS AG, NewYork Branch, as note A-5 holder, note A-6 holder, note A-7 holder, note A-8holder, note B-3-A holder, note B-3-B holder, note B-3-C holder and note B-3-Dholder, relating to the ILPT Industrial Portfolio loan combination (filed asExhibit 99.10 to the registrant's Current Report on Form 8-K filed on November21, 2019 under SEC File No. 333-227446-07 and incorporated by referenceherein).

 

(99.11)    Agreement Between Note Holders, dated as of November21, 2019, by and between Argentic Real Estate Finance LLC, as initial note A-1holder, Argentic Real Estate Finance LLC, as initial note A-2 holder, ArgenticReal Estate Finance LLC, as initial note A-3 holder, and Argentic Real EstateFinance LLC, as initial note A-4 holder, relating to the Royal Palm Place loancombination (filed as Exhibit 99.11 to the registrant's Current Report on Form8-K filed on November 21, 2019 under SEC File No. 333-227446-07 and incorporatedby reference herein).

 

(99.12)    Co-Lender Agreement, dated as of October 25, 2019, byand between Starwood Mortgage Capital LLC, as initial note A-1 holder, StarwoodMortgage Capital LLC, as initial note A-2 holder, Starwood Mortgage CapitalLLC, as initial note A-3 holder, Starwood Mortgage Capital LLC, as initial noteA-4 holder, Starwood Mortgage Capital LLC, as initial note A-5 holder, StarwoodMortgage Capital LLC, as initial note A-6 holder, and Starwood Mortgage CapitalLLC, as initial note A-7 holder, relating to the Wells Fargo Place loancombination (filed as Exhibit 99.12 to the registrant's Current Report on Form8-K filed on November 21, 2019 under SEC File No. 333-227446-07 andincorporated by reference herein).

 

(99.13)    Co-Lender Agreement, dated as of August 9, 2019, by andbetween Starwood Mortgage Capital LLC, as initial note A-1 holder, StarwoodMortgage Capital LLC, as initial note A-2 holder, Starwood Mortgage CapitalLLC, as initial note A-3 holder, Starwood Mortgage Capital LLC, as initial noteA-4 holder, and Starwood Mortgage Capital LLC, as initial note A-5 holder,relating to the Bushwick Avenue Portfolio loan combination (filed as Exhibit99.13 to the registrant's Current Report on Form 8-K filed on November 21, 2019under SEC File No. 333-227446-07 and incorporated by reference herein).

 

(99.14)    Co-Lender Agreement, dated as of June 13, 2019, by andbetween JPMorgan Chase Bank, National Association and JPMorgan Chase Bank,National Association, relating to the Osborn Triangle loan combination (filedas Exhibit 99.14 to the registrant's Current Report on Form 8-K filed onNovember 21, 2019 under SEC File No. 333-227446-07 and incorporated byreference herein).

 

(99.15)    Co-Lender Agreement, dated as of October 4, 2019, byand between SPREF WH III LLC, as initial note A-1 holder and SPREF WH III LLC,as initial note A-2 holder, relating to the American Metro Center loancombination (filed as Exhibit 99.15 to the registrant's Current Report on Form8-K filed on November 21, 2019 under SEC File No. 333-227446-07 andincorporated by reference herein).

 

(99.16)    Co-Lender Agreement, dated as of August 9, 2019, by andbetween Starwood Mortgage Capital LLC, as initial note A-1 holder, StarwoodMortgage Capital LLC, as initial note A-2 holder, and Starwood Mortgage CapitalLLC, as initial note A-3 holder, relating to the Hilton Portfolio loancombination (filed as Exhibit 99.16 to the registrant's Current Report on Form8-K filed on November 21, 2019 under SEC File No. 333-227446-07 andincorporated by reference herein).

 

(99.17)    Agreement between Note Holders, dated as of October 23,2019, by and between Morgan Stanley Bank, N.A., as initial note A-1 holder,Morgan Stanley Bank, N.A., as initial note A-2 holder, Morgan Stanley Bank,N.A., as initial note A-3 holder, and Morgan Stanley Mortgage Capital HoldingsLLC, as initial agent, relating to the National Anchored Retail Portfolio loancombination (filed as Exhibit 99.17 to the registrant's Current Report on Form8-K filed on November 21, 2019 under SEC File No. 333-227446-07 andincorporated by reference herein).

 

(99.18)    Primary Servicing Agreement, dated as of November 1,2019, by and between Wells Fargo Bank, National Association, as masterservicer, and KeyBank National Association, as primary servicer (filed asExhibit 99.18 to the registrant's Current Report on Form 8-K filed on November21, 2019 under SEC File No. 333-227446-07 and incorporated by referenceherein).

 

(99.19)    Second Amended and Restated Servicing Agreement,effective as of October 31, 2021, between Wells Fargo Bank, N.A., Wells FargoDelaware Trust Company, N.A., Computershare Trust Company, N.A., ComputershareDelaware Trust Company and Computershare Limited (filed as Exhibit 99.1 to theregistrant's Current Report on Form 8-K filed on November 5, 2021 under SECFile No. 333-227446-07 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/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 28, 2024