**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, 2021 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:333-227446-08**

 

**Central Index Key Number of the issuing entity:****0001792414**

 

**BANK 2019-BNK23**

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

 

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

 

**Morgan Stanley Capital I Inc.**

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

 

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

 

**Wells Fargo Bank, NationalAssociation**

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

 

**Central Index Key Number of the sponsor:****0001102113**

 

**Bank of America, National Association**

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

** **

**Central Index Key Number of the sponsor:0001541557**

 

**Morgan Stanley MortgageCapital Holdings LLC**

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

 

  

| **New York**                                                        | **38-4129052**

**38-4129053**

**38-7235629** |
|---------------------------------------------------------------------|------------------------------------------------|
| **(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 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 every InteractiveData File required to be submitted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files).

 

  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.

 

 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**

 

The BANK 2019-BNK23 mortgage pool includesthe following mortgage loans, each of which is serviced pursuant to a separatepooling and servicing agreement (each, an “Outside Pooling and ServicingAgreement”):

 

•   the Century Plaza Towersmortgage loan, which is serviced pursuant to the CPTS 2019-CPT trust andservicing agreement attached hereto as Exhibit 4.2;

 

•   the Jackson Park mortgageloan, which is serviced pursuant to the JAX 2019-LIC trust and servicingagreement attached hereto as Exhibit 4.3;

 

•   the Park Tower at Transbaymortgage loan and the National Anchored Retail Portfolio mortgage loan, whichare serviced pursuant to the BANK 2019-BNK21 pooling and servicing agreementattached hereto as Exhibit 4.4; and

  

•   the ILPT Industrial Portfoliomortgage loan, which is serviced pursuant to the MSC 2019-L3 pooling andservicing agreement attached hereto as Exhibit 4.5.

 

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

 

•   The trustee under a poolingand servicing agreement has a nominal role with respect to the mortgage poolsecuritized pursuant to such pooling and servicing agreement.  Thetrustee’s only servicing function is the contingent obligation to make certainadvances if the master servicer under such pooling and servicing agreementfails to do so, while all other servicing functions are performed by 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, andconsequently, each such trustee 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 certificate administratorunder a pooling and servicing agreement performs various payment administrationfunctions solely for the securitization governed by such pooling and servicingagreement and the mortgage pool securitized pursuant to such pooling andservicing agreement and does not have any obligations with respect to any othertransaction.  Consequently, the certificate administrator under an OutsidePooling and Servicing Agreement does not participate in the servicing functionfor purposes of Item 1122 of Regulation AB, nor does it perform the functionsof a servicer for purposes of the definition of “servicer” under Item 1101 ofRegulation AB or for purposes of Item 1123 of Regulation AB.

 

•   The operating advisor under apooling and servicing agreement represents the interests of seniorcertificateholders in the transaction governed by such pooling and servicingagreement and is responsible for monitoring the performance of the specialservicer under such pooling and servicing agreement and producing certainreports to certificateholders relating to the resolution of the mortgage poolsecuritized pursuant to such pooling and servicing agreement.  Theoperating advisor under a pooling and servicing agreement does not have anyobligations with respect to any other transaction and is solely obligated toperform loan reporting functions with respect to the securitization governed bysuch pooling and servicing agreement.  Consequently, the operating advisorunder an Outside Pooling and Servicing Agreement neither participates in theservicing function for purposes of Item 1122 of Regulation AB nor performs thefunctions of a servicer for purposes of the definition of “servicer” under Item1101 of Regulation AB or for purposes of Item 1123 of Regulation AB.  Inaddition, while the operating advisor under a pooling and servicing agreementhas certain reporting obligations in respect of the related mortgage pool, ithas no obligation to collect or disburse funds in respect of the mortgage poolor to administer any of the underlying mortgage loans.  Consequently, theoperating advisor under a pooling and servicing agreement participates in theservicing function for purposes of Item 1122 of Regulation AB, but is notresponsible for the “management or collection of the pool assets or makingallocations or distributions to holders of the asset-backed securities” withinthe meaning of “servicer” under Item 1101 of Regulation AB and does not performthe functions of a servicer for purposes of Item 1123 of Regulation AB. 

 

•   The asset 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.

•   CWCapital Asset Management LLCis the special servicer under the CPTS 2019-CPT trust and servicing agreement,pursuant to which the Century Plaza Towers mortgage loan is serviced. Because CWCapital Asset Management LLC is not the BANK 2019-BNK23 specialservicer, is not affiliated with any sponsor and services only the CenturyPlaza Towers mortgage loan, which constitutes more than 5% but less than 10% ofthe mortgage pool, CWCapital Asset Management LLC, as CPTS 2019-CPT specialservicer, constitutes a reporting “servicing function participant” for purposesof Item 1122 of Regulation AB, as specified in the Instruction 3 to Item 1122,but does not constitute a reporting “servicer” for purposes of Item 1123 ofRegulation AB, as specified in the Instruction to Item 1123.

 

•   AEGON USA Realty Advisors,LLC was, until May 21, 2021, the special servicer under the JAX 2019-LIC trustand servicing agreement, pursuant to which the Jackson Park mortgage loan isserviced.  Because AEGON USA Realty Advisors, LLC is not the BANK2019-BNK23 special servicer, is not affiliated with any sponsor and servicedonly the Jackson Park mortgage loan, which constitutes more than 5% but lessthan 10% of the mortgage pool, AEGON USA Realty Advisors, LLC, as JAX 2019-LICspecial servicer, constitutes a reporting “servicing function participant” forpurposes of Item 1122 of Regulation AB, as specified in the Instruction 3 toItem 1122, but does not constitute a reporting “servicer” for purposes of Item1123 of Regulation AB, as specified in the Instruction to Item 1123.

 

•   Rialto Capital Advisors, LLCis the special servicer under the BANK 2019-BNK21 pooling and servicingagreement, pursuant to which the Park Tower at Transbay mortgage loan and theNational Anchored Retail Portfolio mortgage loan are serviced.  BecauseRialto Capital Advisors, LLC is not the BANK 2019-BNK23 special servicer, isnot affiliated with any sponsor and services only the Park Tower at Transbaymortgage loan and the National Anchored Retail Portfolio, which collectivelyconstitute more than 5% but less than 10% of the mortgage pool, Rialto CapitalAdvisors, LLC, as BANK 2019-BNK21 special servicer, constitutes a reporting“servicing function participant” for purposes of Item 1122 of Regulation AB, asspecified in the Instruction 3 to Item 1122, but does not constitute areporting “servicer” for purposes of Item 1123 of Regulation AB, as specifiedin the Instruction to Item 1123.

 

• LNR Partners, LLC, as general specialservicer under the MSC 2019-L3 pooling and servicing agreement, has obligationsin respect of each mortgage loan securitized thereunder, but does not have anyobligations in respect of the ILPT Industrial Portfolio mortgage loan or anyother mortgage loan included in the BANK 2019-BNK23 mortgage pool. Therefore,LNR Partners, LLC, 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.

• Situs Holdings, LLC is the currentspecial servicer under the JAX 2019-LIC trust and servicing agreement, pursuantto which the Jackson Park mortgage loan is serviced. On May 21, 2021, AEGON USARealty Advisors, LLC was replaced as special servicer under the JAX 2019-LICtrust and servicing agreement and was succeeded by Situs Holdings, LLC. 

• National Tax Search, LLC merged intoCoreLogic Solutions, LLC in 2021.  CoreLogic Solutions, LLC’s report onassessment of compliance with servicing criteria and registered publicaccounting firm attestation report, in each case provided pursuant to Item 1122of Regulation AB, also relate to National Tax Search, LLC’s platform for thereporting period.

 

In addition, each of the following partiesengaged the services of certain servicing function participants andsub-servicers for the reporting period, as set forth below:

 

• Wells Fargo Bank, National Association,as master servicer, engaged the services of CoreLogic Solutions, LLC andNational Tax Search, LLC, in each case as a servicing function participant inrespect of the entire mortgage pool for the reporting period.

 

•   Wells Fargo Bank, NationalAssociation, as master servicer under the CPTS 2019-CPT trust and servicingagreement, pursuant to which the Century Plaza Towers mortgage loan isserviced, engaged the services of CoreLogic Solutions, LLC and National TaxSearch, LLC, in each case as a servicing function participant in respect of theCentury Plaza Towers mortgage loan for the reporting period.

 

•   Wells Fargo Bank, NationalAssociation, as master servicer under the JAX 2019-LIC trust and servicingagreement, pursuant to which the Jackson Park mortgage loan is serviced,engaged the services of CoreLogic Solutions, LLC and National Tax Search, LLC,in each case as a servicing function participant in respect of the Jackson Parkmortgage loan for the reporting period.

 

•   Wells Fargo Bank, NationalAssociation, as master servicer under the BANK 2019-BNK21 pooling and servicingagreement, pursuant to which the Park Tower at Transbay mortgage loan and theNational Anchored Retail Portfolio  mortgage loan are serviced, engagedthe services of CoreLogic Solutions, LLC and National Tax Search, LLC, in eachcase as a servicing function participant in respect of the Jackson Parkmortgage loan for the reporting period.

 

•   Wells Fargo Bank, NationalAssociation, as master servicer under the MSC 2019-L3 pooling and servicingagreement, pursuant to which the ILPT Industrial Portfolio mortgage loan isserviced, engaged the services of CoreLogic Solutions, LLC and National TaxSearch, LLC, in each case as a servicing function participant in respect of theILPT Industrial Portfolio mortgage loan for the reporting period.

 

•   On November 1, 2021, pursuantto the second amended and restated servicing agreement attached hereto asExhibit 99.11, Computershare Trust Company, National Association was engaged toperform all or virtually all of Wells Fargo Bank, National Association’s rolesas certificate administrator, custodian and trustee, as applicable, under (i)the pooling and servicing agreement and (ii) each Outside Pooling and ServicingAgreement.

 

 

| **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 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) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation AB, orother party contemplated by Item 1100(d)(1) of Regulation AB, or of which anyproperty of the foregoing is the subject, that is material to security holders,other than as follows:

 

InDecember 2014, Phoenix Light SF Limited and certain related entities and theNational Credit Union Administration (NCUA) filed complaints in the UnitedStates District Court for the Southern District of New York against Wells FargoBank, alleging claims against Wells Fargo Bank in its capacity as trustee for anumber of residential mortgage-backed securities trusts. Complaints raisingsimilar allegations have been filed by Commerzbank AG in the Southern Districtof New York and by IKB International and IKB Deutsche Industriebank in New Yorkstate court. In each case, the plaintiffs allege that Wells Fargo Bank, astrustee, caused losses to investors, and plaintiffs assert causes of actionbased upon, among other things, the trustee’s alleged failure to notify andenforce repurchase obligations of mortgage loan sellers for purported breachesof representations and warranties, notify investors of alleged events ofdefault, and abide by appropriate standards of care following alleged events ofdefault. Wells Fargo Bank previously settled two class action lawsuits withsimilar allegations that were filed in November 2014 and December 2016 byinstitutional investors in the Southern District of New York and New York statecourt, respectively. In addition, Park Royal I LLC and Park Royal II LLC havefiled complaints in New York state court alleging Wells Fargo Bank, N.A., astrustee, failed to take appropriate actions upon learning of defective mortgageloan documentation. In March 2021, the Company entered into an agreement toresolve the case filed by the NCUA.

 

Inaddition to the foregoing cases, in August 2014 and August 2015 Nomura Credit& Capital Inc. (“Nomura”) and Natixis Real Estate Holdings, LLC (“Natixis”)filed a total of seven third-party complaints against Wells Fargo Bank in NewYork state court. In the underlying first-party actions, Nomura and Natixishave been sued for alleged breaches of representations and warranties made inconnection with residential mortgage-backed securities sponsored by them. Inthe third-party actions, Nomura and Natixis allege that Wells Fargo Bank, asmaster servicer, primary servicer or securities administrator, failed to notifyNomura and Natixis of their own breaches, failed to properly oversee the primaryservicers, and failed to adhere to accepted servicing practices. Natixisadditionally alleges that Wells Fargo Bank failed to perform default oversightduties. Wells Fargo Bank has asserted counterclaims alleging that Nomura andNatixis failed to provide Wells Fargo Bank notice of their representation andwarranty breaches.

 

Withrespect to each of the foregoing 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 relatedRMBS trusts.

 

Fromtime to time, CWCapital Asset Management LLC, a Delaware limited liabilitycompany (“CWCAM”), is a party to lawsuits and other legal proceedings as partof its duties as a special servicer (e.g., enforcement of loan obligations)and/or arising in the ordinary course of business.  Other than as setforth in the following paragraphs, there are currently no legal proceedingspending, and no legal proceedings known to be contemplated by governmentalauthorities, against CWCAM or of which any of its property is the subject, thatare material to the certificateholders.

 

OnDecember 17, 2015, U.S. Bank National Association, the trustee under fivepooling and servicing agreements for (i) Wachovia Bank Commercial MortgageTrust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2, (iii) Wachovia BankCommercial Mortgage Trust 2007-C31, (iv) ML-CFC Commercial Mortgage Trust 2007-5and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenced a proceeding with theSecond Judicial District Court of Ramsey County, Minnesota (the “State Court”)for a declaratory judgment as to the proper allocation of certain proceeds(“Disputed Proceeds”) received by CWCAM in connection with the sale of thePeter Cooper Village and Stuyvesant Town property in New York, New Yorksecuring loans held by those trusts.  CWCAM was the special servicer ofsuch property.  The petition requests the State Court to instruct thetrustee, the trust beneficiaries, and any other interested parties as to theamount of the Disputed Proceeds, if any, that constitute penalty interestand/or the amount of the Disputed Proceeds, if any, that constitutegain-on-sale proceeds, with respect to each trust.  On February 24, 2016,CWCAM made a limited appearance with the State Court to file a motion todismiss this proceeding based on lack of jurisdiction, mootness, standing andforum non conveniens.  On July 19, 2016, the State Court denied CWCAM’smotion to dismiss.  On July 22, 2016, the action was removed to federalcourt in Minnesota (“Federal Court”).  On October 21, 2016, the FederalCourt held a hearing on the motion to transfer the action to the United StatesDistrict Court for the Southern District of New York (“SDNY Court”), a motionto remand to state court and a motion to hear CWCAM’s request forreconsideration of the motion to dismiss.  On March 14, 2017, the FederalCourt reserved the determination on the motion to hear CWCAM’s request forreconsideration of the motion to dismiss, denied the motion to remand thematter to state court and granted the motion to transfer the proceeding to theSDNY Court.  Cross motions for judgment on the pleadings were filed but theSDNY Court was unable to decide the case based on the pleadings and the SDNYCourt ordered discovery.  All fact discovery was completed in December,2018 and expert discovery was completed on March 15, 2019.  The partiessubmitted cross motions for summary judgment, and on March 19, 2020, the SDNYCourt entered an opinion and order in which it granted summary judgment inCWCAM’s favor and held that CWCAM was entitled to the entire amount of penaltyinterest and that CWCAM’s determination of Yield Maintenance was correct. In the 127-page opinion, the SDNY Court found for CWCAM on every issuepresented by the trustee’s petition, namely, that the funds in disputeconstitute penalty interest and yield maintenance, not gain-on-sale proceeds,and that the amount of penalty interest and yield maintenance was correctlycalculated. An appeal of the SDNY Court’s decision was taken on April 29,2020.  Oral argument on the appeal occurred on June 21, 2021. The partiesawait the decision of the appeals court.  

 

OnDecember 1, 2017, a complaint against CWCAM and others was filed in the UnitedStates District Court for the Southern District of New York styled as CWCapitalCobalt Vr Ltd. v. CWCapital Investments LLC, et al., No. 17-cv-9463 (the“Original Complaint”). The gravamen of the Original  Complaint allegedbreaches of a contract and fiduciary duties by CWCAM’s affiliate, CWCapitalInvestments LLC in its capacity as collateral manager for the collateralizeddebt obligation transaction involving CWCapital Cobalt Vr, Ltd. In total, thereare 14 counts pled in the Original Complaint. Of those 14, 5 claims wereasserted against CWCAM for aiding and abetting breach of fiduciary duty,conversion and unjust enrichment. On May 23, 2018, the Original Complaint wasdismissed for lack of subject matter jurisdiction.   On June 28,2018, CWCapital Cobalt Vr Ltd. filed a substantially similar complaint in theSupreme Court of the State of New York, County of New York styled as CWCapitalCobalt Vr Ltd. v. CWCapital Investments LLC, et al., Index No. 653277/2018 (the“New Complaint”).  The gravamen of the New Complaint is the same as theprevious complaint filed in the United State District Court for the SouthernDistrict of New York.  In total there are 16 counts pled in the NewComplaint. Of those 16 counts, 5 claims were asserted against CWCAM for aidingand abetting breach of fiduciary duty, conversion and unjust enrichment, 1count seeks a declaratory judgement that the plaintiff has the right to enforcethe contracts in question and 1 count seeks an injunction requiring thedefendants to recognize the plaintiff as the directing holder for the trusts inquestion. On January 11, 2019, the plaintiff dismissed with prejudice thedeclaratory judgment and injunction counts.  The New Complaint and relatedsummons was not served on the defendants until July 13, 2018 and July 16,2018.  The plaintiff’s motion for a preliminary injunction was denied bythe court on July 31, 2018.  On August 3, 2018, the defendants, includingCWCAM, filed a motion to dismiss the New Complaint in its entirety. On August20, 2019, the court entered an order granting defendants’ motion almost in itsentirety, dismissing 11 of the 16 counts and partially dismissing 2 additionalcounts.  Of the remaining counts, 2 are asserted against CWCAM for aidingand abetting breach of fiduciary duty and unjust enrichment.  On September19, 2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relating to theAugust 20, 2019 dismissal order and on September 26, 2019, filed an amendedcomplaint against CWCI and CWCAM attempting to address deficiencies relating tocertain of the claims dismissed by the August, 20, 2019 order.  CWCI andCWCAM filed its Motion to Dismiss the amended complaint on October 28,2019.  The court heard argument on the Motion to Dismiss the amendedcomplaint on January 22, 2020 and on October 23, 2020, the court granted themotion dismissing the amended claims.  On November 30, 2020, CWCapitalCobalt Vr Ltd filed a notice of appeal relating to the October 23, 2020dismissal order.  On April 27, 2021, the First Department affirmed thedismissal as to claims against CWCAM that were part of the August 20, 2019dismissal, but reversed the dismissal of two counts for breach of theCollateral Management Agreement against CWCI.  CWCI has sought leave tofile an appeal of the decision.  Both requests for leave were denied bythe First Department.  The plaintiff has also sought leave to appeal thedismissal of the claims against CWCAM.  CWCAM believes that it has performedits obligations under the related pooling and servicing agreements in goodfaith and the remaining allegations in the New Complaint are withoutmerit.  

 

OnJanuary 24, 2016 PSW NYC LLC commenced a complaint (the “PSW Complaint”) withthe Supreme Court of the State of New York, County of New York (the “PSWCourt”) against Bank of America, N.A. as trustee under the pooling andservicing agreements for Wachovia Bank Commercial Mortgage Trust 2007-C30 andCOBALT CMBS Commercial Trust 2007-C2, U.S. Bank National Association as trusteeunder the pooling and servicing agreements for Wachovia Bank CommercialMortgage Trust 2007-C31, ML-CFC Commercial Mortgage Trust 2007-5 and ML-CFCCommercial Mortgage Trust 2007-6 (collectively, the “PSW Trusts”), PCV-M HoldingsLLC and CWCapital Asset Management LLC, individually and as special servicerfor the PSW Trusts (collectively, the “Defendants”) seeking either (a) damagesin an amount to be determined by the PSW Court but alleged by the plaintiffs tobe approximately $500,000,000 – such amount being the amount PSW NYC LLCalleges would have been recovered on certain mezzanine loans (the “PCVSTMezzanine Loans”) related to the Peter Cooper Village and Stuyvesant Townproperty (the “PCVST Property”) in New York City which PSW NYC LLC sold to anentity related to the Defendants pursuant to a settlement agreement related tocertain prior litigation (the “2010 Settlement Agreement”) or (b) therescission of the 2010 Settlement Agreement which would result in, among otherthings, the rescission of the sale of the PCVST Mezzanine Loans and a claim forcertain proceeds from the sale of the PCVST Property. PSW NYC LLC alleges thatthe Defendants procured the 2010 Settlement Agreement by fraud and further thatthe terms of the 2010 Settlement Agreement were breached by the Defendants. OnFebruary 26, 2016, CWCAM on behalf of itself and the other Defendants filed amotion to dismiss the PSW Complaint (the “CWCAM Motion to Dismiss”). On April11, 2016, PSW NYC LLC opposed the CWCAM Motion to Dismiss and cross-moved for apartial summary judgment on liability regarding allegations of breach of the2010 Settlement Agreement (the “PSW Cross-Motion”). On May 5, 2016, theDefendants subsequently filed its reply and opposition to the PSW Cross-Motion.On August 23, 2016, oral arguments were provided to the PSW Court regarding thePSW Complaint, the CWCAM Motion to Dismiss and the PSW Cross-Motion and the PSWCourt took such arguments under advisement. On October 31, 2016, the PSW Courtissued an order granting the CWCAM Motion to Dismiss, denying the PSWCross-Motion and dismissing the PSW Complaint with prejudice. Subsequently, PSWNYC LLC filed a notice of appeal relating to such order. On February 21, 2017,PSW NYC LLC filed its appeal and supporting brief arguing that the PSW Courterred by finding no breach of the assignment agreement and no fraudulentinducement. Oral argument was heard on May 4, 2017 at which point the courttook the arguments under advisement. On May 25, 2017, the New York 1stDepartment appellate court affirmed the dismissal of all PSW claims and denieda request for leave to appeal to the New York Court of Appeals on September 12,2017.  

 

OnMarch 31, 2016, RAIT Preferred Funding II LTD. (“RAIT Preferred Funding”) commenceda complaint (“RAIT Complaint”) with the Supreme Court of the State of New York,County of New York (the “RAIT Court”), claiming it owns $18,500,000 of amortgage loan secured by the development of the One Congress Street Property inBoston, Massachusetts (the “Loan”) and seeking (a) a declaratory judgmentstating that RAIT Preferred Funding is the directing lender under a co-lenderagreement dated March 28, 2007 and a pooling and servicing agreement datedMarch 1, 2007 (collectively, the “Operative Agreements”) and was the directinglender at the time of the improper modification of the Loan, (b) a declaratoryjudgment stating that RAIT Preferred Funding has the right to terminate thespecial servicer, (c) monetary damages for the value of the bonds and fees paidto CWCAM as the special servicer of the Loan and (d) other things.  On May17, 2016, CWCAM filed a motion to dismiss the RAIT Complaint (“Motion toDismiss”) stating that the RAIT Complaint did not state a claim and theessential facts of the RAIT Complaint are negated by affidavits and evidentiarymaterials submitted with the RAIT Complaint.  On June 14, 2016, RAITPreferred Funding filed a Memorandum of Law in Opposition to the Motion toDismiss (“Opposition”) stating that the claims in the RAIT Complaint wereproperly stated.  On June 30, 2016, CWCAM filed a reply in support of theMotion to Dismiss and in response to the Opposition, stating that each ofCWCAM’s arguments is supported by the express language of the agreementsbetween the parties, the documentary evidence and New York case law.  OnSeptember 30, 2016, RAIT Preferred Funding and CWCAM entered into aconfidential Settlement Agreement (the “2016 Settlement”), which provides for astay of the RAIT Preferred Funding litigation (the “Litigation Stay”) throughAugust 25, 2017.  Pursuant to the terms of the 2016 Settlement, uponsatisfaction of a term of the 2016 Settlement by August 25, 2017 (or such laterdate agreed to by the parties), the RAIT Preferred Funding litigation will be dismissed,with prejudice.  On May 19, 2017 the Borrower repaid the Loan inaccordance with the terms of the notes and satisfied the condition to dismissalwith prejudice.  RAIT has refused to dismiss the case and is claiming thatthe B Note should be paid in full.  CWCAM believes that it has performedits obligations under the Operative Agreements in good faith, and that theaction should be dismissed with prejudice.  On August 29, 2017, the RAITCourt granted leave to RAIT Preferred Funding to amend its complaint.  OnSeptember 20, 2017, RAIT Preferred Funding filed an Amended Complaint (the“RAIT Amended Complaint”), which omits its original claims, adds Wells FargoBank as a defendant, and seeks (a) specific performance requiring repayment ofthe $18,500,000 principal amount of the B Note or, in the alternative, monetarydamages, including the $18,500,000 principal amount of the B Note, in an amountto be determined at trial, (b) monetary damages on any fees paid to CWCAM asspecial servicer or Wells Fargo Bank as master servicer in connection with theborrower’s repayment of the Loan, (c) a declaratory judgment that RAITPreferred Funding is entitled to recover the full $18,500,000 principal amountof the B Note, (d) punitive damages against CWCAM, and (e) other things. On October 11, 2017, CWCAM filed a motion to dismiss the RAIT Amended Complaint(“CWCAM Motion to Dismiss Amended Complaint”) stating that the RAIT AmendedComplaint did not state a claim and the essential facts of the RAIT Amended Complaintare negated by the Operative Agreements and other admissible evidentiarymaterials.  On November 13, 2017, Wells Fargo Bank filed a motion todismiss the RAIT Amended Complaint (the “Wells Fargo Motion to Dismiss AmendedComplaint”) and joined the CWCAM Motion to Dismiss Amended Complaint.  OnJanuary 29, 2018, the court dismissed all claims but for breach of contract anddiscovery has commenced.  CWCAM filed a Motion for Summary Judgement onMarch 18, 2019.   This matter was settled and the case dismissed onMay 15, 2019.

 

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

 

Theinformation regarding this Item has been provided previously in an annual reporton Form 10-K of the issuing entity or in the prospectus of the issuing entityfiled in a 424(b)(2) filing dated December 10, 2019. In addition, SitusHoldings, LLC, the special servicer under the JAX 2019-LIC trust and servicingagreement, pursuant to which the Jackson Park mortgage loan is serviced, isalso (i) the special servicer under the MSC 2019-L3 pooling and servicingagreement and (ii) an affiliate of Rialto Capital Advisors, LLC, the specialservicer under the BANK 2019-BNK21 pooling and servicing agreement.

 

**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 for the twelve months ended December 31,2021, furnished pursuant to Item 1122 of Regulation AB by Aegon USA RealtyAdvisors, LLC (“Aegon” or the “Company”), as special servicer, discloses thatthe following material instance of noncompliance occurred with respect to itsplatform:

 

Theexamination performed by PWC identified an instance of material noncompliancewith the servicing criteria set forth in Item 1122(d)(3)(i)(A) of Regulation ABapplicable to the Company during year ended December 31, 2021. Morespecifically, for the only active special serviced deal subject to Item1122(d)(3)(i)(A), the report to the investors was not prepared in accordancewith the timeframes and other terms set forth in the transaction agreements forthe period of January 1, 2021 to January 21, 2021. UBSCM 2017-C4 is thespecific deal related to the aforementioned finding. No other deals withinAegon’s CMBS special servicing portfolio were related to or impacted by thisinstance of non-compliance.

 

Managementacknowledges the timeframe for reporting for this active special serviced dealwas missed by two days. Despite the timing discrepancy, there was no impact onany investor reporting, issuing, or servicing. No additional testing wasavailable for this particular criteria due to the downsizing of the CMBSportfolio given Aegon’s pending exit from the business line.

 

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

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

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

 

(a) Exhibits.

 

(4.1)Poolingand Servicing Agreement, dated as of December 1, 2019, between Morgan StanleyCapital I Inc., as depositor, Wells Fargo Bank, National Association, as masterservicer, KeyBank National Association, as special servicer, Wells Fargo Bank,National Association, as certificate administrator, Wilmington Trust, NationalAssociation, as trustee, and Park Bridge Lender Services LLC, as operatingadvisor and as asset representations reviewer (filed as Exhibit 4.1 to theregistrant's Current Report on Form 8-K filed on December 10, 2019 under SECFile No. 333-227446-08 and incorporated by reference herein).

 

(4.2)Trustand Servicing Agreement, dated as of November 9, 2019, between DeutscheMortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank,National Association, as master servicer, CWCapital Asset Management LLC, asspecial servicer, Wilmington Trust, National Association, as trustee, and WellsFargo Bank, National Association, as certificate administrator, custodian andpaying agent, relating to the CPTS 2019-CPT securitization transaction,pursuant to which the Century Plaza Towers Mortgage Loan is serviced (filed asExhibit 4.2 to the registrant's Current Report on Form 8-K filed on December10, 2019 under SEC File No. 333-227446-08 and incorporated by referenceherein).

 

(4.3)Trustand Servicing Agreement, dated as of November 15, 2019, between Banc of AmericaMerrill Lynch Large Loan, Inc., as depositor, Wells Fargo Bank, NationalAssociation, as servicer, AEGON USA Realty Advisors, LLC, as special servicer,Wilmington Trust, National Association, as trustee, and Wells Fargo Bank,National Association, as certificate administrator, relating to the JacksonPark 2019-LIC securitization transaction, pursuant to which the Jackson ParkMortgage Loan is serviced (filed as Exhibit 4.3 to the registrant's CurrentReport on Form 8-K filed on December 10, 2019 under SEC File No. 333-227446-08and incorporated by reference herein).

 

(4.4)Poolingand Servicing Agreement, dated as of October 1, 2019, between Banc of AmericaMerrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, Rialto Capital Advisors, LLC, asspecial servicer, Wells Fargo Bank, National Association, as certificateadministrator, Wilmington Trust, National Association, as trustee, and ParkBridge Lender Services LLC, as operating advisor and asset representationsreviewer, relating to the BANK 2019-BNK21 securitization transaction, pursuantto which the Park Tower at Transbay Mortgage Loan and the National AnchoredRetail Portfolio Mortgage Loan are serviced (filed as Exhibit 4.4 to theregistrant's Current Report on Form 8-K filed on December 10, 2019 under SECFile No. 333-227446-08 and incorporated by reference herein).

 

(4.5)Poolingand Servicing Agreement, dated as of November 1, 2019, between Morgan StanleyCapital I Inc., as depositor, Wells Fargo Bank, National Association, as masterservicer, LNR Partners, LLC, as general special servicer, Situs Holdings, LLC,as ILPT Industrial Portfolio special servicer, Wells Fargo Bank, NationalAssociation, as certificate administrator, Wilmington Trust, NationalAssociation, as trustee, and Park Bridge Lender Services LLC, as operatingadvisor and asset representations reviewer, relating to the MSC 2019-L3securitization transaction, pursuant to which the ILPT Industrial PortfolioMortgage Loan is serviced (filed as Exhibit 4.5 to the registrant's CurrentReport on Form 8-K filed on December 10, 2019 under SEC File No. 333-227446-08and incorporated by reference herein).

 

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

 

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

 

33.1 Wells Fargo Bank, National Association, as CertificateAdministrator

 

33.2 Computershare Trust Company, National Association, asServicing Function Participant for the Certificate Administrator (from 11/1/21to 12/31/21)

 

33.3 Wells Fargo Bank, National Association, as Custodian

 

33.4 Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (from 11/1/21 to 12/31/21)

 

33.5  Wells Fargo Bank, National Association, as MasterServicer

 

33.6 KeyBank National Association, as SpecialServicer

 

33.7 Park Bridge Lender Services LLC, as OperatingAdvisor

 

33.8 CoreLogic Solutions, LLC, as ServicingFunction Participant

 

33.9 Wells Fargo Bank, National Association, asMaster Servicer under the CPTS 2019-CPT securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Century Plaza Towers(from 1/1/21 to 12/31/21) (see Exhibit 33.5)

 

33.10 CoreLogic Solutions, LLC, as ServicingFunction Participant under the CPTS 2019-CPT securitization, pursuant to whichthe following mortgage loans were serviced by such party: Century Plaza Towers(from 1/1/21 to 12/31/21) (see Exhibit 33.8)

 

33.11 Wells Fargo Bank, National Association, asMaster Servicer under the JAX 2019-LIC securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Jackson Park (from 1/1/21to 12/31/21) (see Exhibit 33.5)

 

33.12 CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the JAX 2019-LIC securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Jackson Park (from 1/1/21to 12/31/21) (see Exhibit 33.8)

 

33.13 Wells Fargo Bank, National Association, asMaster Servicer under the BANK 2019-BNK21 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Tower at Transbay(from 1/1/21 to 12/31/21) and National Anchored Retail Portfolio (from 1/1/21to 12/31/21) (see Exhibit 33.5)

 

33.14 CoreLogic Solutions, LLC, as ServicingFunction Participant under the BANK 2019-BNK21 securitization, pursuant towhich the following mortgage loans were serviced by such party: Park Tower atTransbay (from 1/1/21 to 12/31/21) and National Anchored Retail Portfolio (from1/1/21 to 12/31/21) (see Exhibit 33.8)

 

33.15 Wells Fargo Bank, National Association, asMaster Servicer under the MSC 2019-L3 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: ILPT Industrial Portfolio(from 1/1/21 to 12/31/21) (see Exhibit 33.5)

 

33.16 CoreLogic Solutions, LLC, as ServicingFunction Participant under the MSC 2019-L3 securitization, pursuant to whichthe following mortgage loans were serviced by such party: ILPT IndustrialPortfolio (from 1/1/21 to 12/31/21) (see Exhibit 33.8)

 

33.17 CWCapital Asset Management LLC, as SpecialServicer under the CPTS 2019-CPT securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Century Plaza Towers(from 1/1/21 to 12/31/21)

 

33.18  Situs Holdings, LLC, as Special Servicer under theJAX 2019-LIC securitization, pursuant to which the following mortgage loanswere serviced by such party: Jackson Park (from 5/21/21 to 12/31/21)

 

33.19  AEGON USA Realty Advisors, LLC, as Special Servicerunder the JAX 2019-LIC securitization, pursuant to which the following mortgageloans were serviced by such party: Jackson Park (from 1/1/21 to 5/20/21)

 

33.20 Rialto Capital Advisors, LLC, as SpecialServicer under the BANK 2019-BNK21 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Tower at Transbay(from 1/1/21 to 12/31/21) and National Anchored Retail Portfolio (from 1/1/21to 12/31/21)

 

33.21 Situs Holdings, LLC, as Special Servicerunder the MSC 2019-L3 securitization, pursuant to which the following mortgageloans were serviced by such party: ILPT Industrial Portfolio (from 1/1/21 to12/31/21) (see Exhibit 33.18)

 

33.22 Wells Fargo Bank, National Association, asCustodian under the CPTS 2019-CPT securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Century Plaza Towers (from1/1/21 to 12/31/21) (see Exhibit 33.3)

 

33.23 Computershare Trust Company, NationalAssociation, as Servicing Function Participant under the CPTS 2019-CPTsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: Century Plaza Towers (from 11/1/21 to 12/31/21) (see Exhibit 33.4)

 

33.24 Wells Fargo Bank, National Association, asCustodian under the JAX 2019-LIC securitization, pursuant to which the followingmortgage loans were serviced by such party: Jackson Park (from 1/1/21 to12/31/21) (see Exhibit 33.3)

 

33.25 Computershare Trust Company, NationalAssociation, as Servicing Function Participant under the JAX 2019-LICsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: Jackson Park (from 11/1/21 to 12/31/21) (see Exhibit 33.4)

 

33.26 Wells Fargo Bank, National Association, as Custodianunder the BANK 2019-BNK21 securitization, pursuant to which the followingmortgage loans were serviced by such party: Park Tower at Transbay (from 1/1/21to 12/31/21) and National Anchored Retail Portfolio (from 1/1/21 to 12/31/21)(see Exhibit 33.3)

 

33.27 Computershare Trust Company, NationalAssociation, as Servicing Function Participant under the BANK 2019-BNK21securitization, pursuant to which the following mortgage loans were serviced bysuch party: Park Tower at Transbay (from 11/1/21 to 12/31/21) and NationalAnchored Retail Portfolio (from 1/1/21 to 12/31/21) (see Exhibit 33.4)

 

33.28 Wells Fargo Bank, National Association, asCustodian under the MSC 2019-L3 securitization, pursuant to which the followingmortgage loans were serviced by such party: ILPT Industrial Portfolio (from1/1/21 to 12/31/21) (see Exhibit 33.3)

 

33.29 Computershare Trust Company, NationalAssociation, as Servicing Function Participant under the MSC 2019-L3securitization, pursuant to which the following mortgage loans were serviced bysuch party: ILPT Industrial Portfolio (from 11/1/21 to 12/31/21) (see Exhibit33.4)

 

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

 

34.1 Wells Fargo Bank, National Association, as CertificateAdministrator

 

34.2 Computershare Trust Company, National Association, asServicing Function Participant for the Certificate Administrator (from 11/1/21to 12/31/21)

 

34.3 Wells Fargo Bank, National Association, as Custodian

 

34.4 Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (from 11/1/21 to 12/31/21)

 

34.5  Wells Fargo Bank, National Association, as MasterServicer

 

34.6 KeyBank National Association, as SpecialServicer

 

34.7 Park Bridge Lender Services LLC, as OperatingAdvisor

 

34.8 CoreLogic Solutions, LLC, as ServicingFunction Participant

 

34.9 Wells Fargo Bank, National Association, asMaster Servicer under the CPTS 2019-CPT securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Century Plaza Towers(from 1/1/21 to 12/31/21) (see Exhibit 34.5)

 

34.10 CoreLogic Solutions, LLC, as ServicingFunction Participant under the CPTS 2019-CPT securitization, pursuant to whichthe following mortgage loans were serviced by such party: Century Plaza Towers(from 1/1/21 to 12/31/21) (see Exhibit 34.8)

 

34.11 Wells Fargo Bank, National Association, asMaster Servicer under the JAX 2019-LIC securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Jackson Park (from 1/1/21to 12/31/21) (see Exhibit 34.5)

 

34.12 CoreLogic Solutions, LLC, as ServicingFunction Participant under the JAX 2019-LIC securitization, pursuant to whichthe following mortgage loans were serviced by such party: Jackson Park (from1/1/21 to 12/31/21) (see Exhibit 34.8)

 

34.13 Wells Fargo Bank, National Association, asMaster Servicer under the BANK 2019-BNK21 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Tower at Transbay(from 1/1/21 to 12/31/21) and National Anchored Retail Portfolio (from 1/1/21to 12/31/21) (see Exhibit 34.5)

 

34.14 CoreLogic Solutions, LLC, as ServicingFunction Participant under the BANK 2019-BNK21 securitization, pursuant towhich the following mortgage loans were serviced by such party: Park Tower atTransbay (from 1/1/21 to 12/31/21) and National Anchored Retail Portfolio (from1/1/21 to 12/31/21) (see Exhibit 34.8)

 

34.15 Wells Fargo Bank, National Association, asMaster Servicer under the MSC 2019-L3 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: ILPT Industrial Portfolio(from 1/1/21 to 12/31/21) (see Exhibit 34.5)

 

34.16 CoreLogic Solutions, LLC, as ServicingFunction Participant under the MSC 2019-L3 securitization, pursuant to whichthe following mortgage loans were serviced by such party: ILPT IndustrialPortfolio (from 1/1/21 to 12/31/21) (see Exhibit 34.8)

 

34.17 CWCapital Asset Management LLC, as SpecialServicer under the CPTS 2019-CPT securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Century Plaza Towers(from 1/1/21 to 12/31/21)

 

34.18  Situs Holdings, LLC, as Special Servicer under theJAX 2019-LIC securitization, pursuant to which the following mortgage loanswere serviced by such party: Jackson Park (from 5/21/21 to 12/31/21)

 

34.19  AEGON USA Realty Advisors, LLC, as Special Servicerunder the JAX 2019-LIC securitization, pursuant to which the following mortgageloans were serviced by such party: Jackson Park (from 1/1/21 to 5/20/21)

 

34.20 Rialto Capital Advisors, LLC, as SpecialServicer under the BANK 2019-BNK21 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Tower at Transbay(from 1/1/21 to 12/31/21) and National Anchored Retail Portfolio (from 1/1/21to 12/31/21)

 

34.21 Situs Holdings, LLC, as Special Servicerunder the MSC 2019-L3 securitization, pursuant to which the following mortgageloans were serviced by such party: ILPT Industrial Portfolio (from 1/1/21 to12/31/21) (see Exhibit 34.18)

 

34.22 Wells Fargo Bank, National Association, asCustodian under the CPTS 2019-CPT securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Century Plaza Towers(from 1/1/21 to 12/31/21) (see Exhibit 34.3)

 

34.23 Computershare Trust Company, NationalAssociation, as Servicing Function Participant under the CPTS 2019-CPTsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: Century Plaza Towers (from 11/1/21 to 12/31/21) (see Exhibit 34.4)

 

34.24 Wells Fargo Bank, National Association, asCustodian under the JAX 2019-LIC securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Jackson Park (from 1/1/21to 12/31/21) (see Exhibit 34.3)

 

34.25 Computershare Trust Company, National Association,as Servicing Function Participant under the JAX 2019-LIC securitization,pursuant to which the following mortgage loans were serviced by such party:Jackson Park (from 11/1/21 to 12/31/21) (see Exhibit 34.4)

 

34.26 Wells Fargo Bank, National Association, asCustodian under the BANK 2019-BNK21 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Tower at Transbay(from 1/1/21 to 12/31/21) and National Anchored Retail Portfolio (from 1/1/21to 12/31/21) (see Exhibit 34.3)

 

34.27 Computershare Trust Company, NationalAssociation, as Servicing Function Participant under the BANK 2019-BNK21securitization, pursuant to which the following mortgage loans were serviced bysuch party: Park Tower at Transbay (from 11/1/21 to 12/31/21) and NationalAnchored Retail Portfolio (from 11/1/21 to 12/31/21) (see Exhibit 34.4)

 

34.28 Wells Fargo Bank, National Association, asCustodian under the MSC 2019-L3 securitization, pursuant to which the followingmortgage loans were serviced by such party: ILPT Industrial Portfolio (from1/1/21 to 12/31/21) (see Exhibit 34.3)

 

34.29 Computershare Trust Company, NationalAssociation, as Servicing Function Participant under the MSC 2019-L3securitization, pursuant to which the following mortgage loans were serviced bysuch party: ILPT Industrial Portfolio (from 11/1/21 to 12/31/21) (see Exhibit34.4)

 

(35). Servicercompliance statement.

 

35.1 Wells Fargo Bank, National Association, as CertificateAdministrator

 

35.2 Computershare Trust Company, National Association, asServicing Function Participant for the Certificate Administrator (from 11/1/21to 12/31/21)

 

35.3 Wells Fargo Bank, National Association, as Custodian

 

35.4 Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (from 11/1/21 to 12/31/21)

 

35.5 Wells Fargo Bank, National Association, as MasterServicer

 

35.6 KeyBank National Association, as SpecialServicer

 

35.7 Wells Fargo Bank, National Association, asMaster Servicer under the CPTS 2019-CPT securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Century Plaza Towers(from 1/1/21 to 12/31/21) (see Exhibit 35.5)

 

35.8 Wells Fargo Bank, National Association, asMaster Servicer under the JAX 2019-LIC securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Jackson Park (from 1/1/21to 12/31/21) (see Exhibit 35.5)

 

35.9 Wells Fargo Bank, National Association, asMaster Servicer under the BANK 2019-BNK21 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Tower at Transbay(from 1/1/21 to 12/31/21) and National Anchored Retail Portfolio (from 1/1/21to 12/31/21) (see Exhibit 35.5)

 

35.10 Wells Fargo Bank, National Association, asMaster Servicer under the MSC 2019-L3 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: ILPT Industrial Portfolio(from 1/1/21 to 12/31/21) (see Exhibit 35.5)

 

35.11 Situs Holdings, LLC, as Special Servicerunder the JAX 2019-LIC securitization, pursuant to which the following mortgageloans were serviced by such party: Jackson Park (from 5/21/21 to 12/31/21)

 

35.12 Situs Holdings, LLC, as Special Servicerunder the MSC 2019-L3 securitization, pursuant to which the following mortgageloans were serviced by such party: ILPT Industrial Portfolio (from 1/1/21 to12/31/21) (see Exhibit 35.11)

 

35.13 Wells Fargo Bank, National Association, asCustodian under the CPTS 2019-CPT securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Century Plaza Towers(from 1/1/21 to 12/31/21) (see Exhibit 35.3)

 

35.14 Computershare Trust Company, NationalAssociation, as Servicing Function Participant under the CPTS 2019-CPTsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: Century Plaza Towers (from 11/1/21 to 12/31/21) (see Exhibit 35.4)

 

35.15 Wells Fargo Bank, National Association, asCustodian under the JAX 2019-LIC securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Jackson Park (from 1/1/21to 12/31/21) (see Exhibit 35.3)

 

35.16 Computershare Trust Company, NationalAssociation, as Servicing Function Participant under the JAX 2019-LICsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: Jackson Park (from 11/1/21 to 12/31/21) (see Exhibit 35.4)

 

35.17 Wells Fargo Bank, National Association, asCustodian under the BANK 2019-BNK21 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Tower at Transbay(from 1/1/21 to 12/31/21) and National Anchored Retail Portfolio (from 1/1/21to 12/31/21) (see Exhibit 35.3)

 

35.18 Computershare Trust Company, NationalAssociation, as Servicing Function Participant under the BANK 2019-BNK21securitization, pursuant to which the following mortgage loans were serviced bysuch party: Park Tower at Transbay (from 11/1/21 to 12/31/21) and NationalAnchored Retail Portfolio (from 1/1/21 to 12/31/21) (see Exhibit 35.4)

 

35.19 Wells Fargo Bank, National Association, asCustodian under the MSC 2019-L3 securitization, pursuant to which the followingmortgage loans were serviced by such party: ILPT Industrial Portfolio (from1/1/21 to 12/31/21) (see Exhibit 35.3)

 

35.20 Computershare Trust Company, NationalAssociation, as Servicing Function Participant under the MSC 2019-L3securitization, pursuant to which the following mortgage loans were serviced bysuch party: ILPT Industrial Portfolio (from 11/1/21 to 12/31/21) (see Exhibit35.4)

 

(99.1)Mortgage Loan Purchase Agreement, dated as of November 21, 2019, between MorganStanley Capital I Inc. and Wells Fargo Bank, National Association (filed asExhibit 99.1 to the registrant's Current Report on Form 8-K filed on December10, 2019 under SEC File No. 333-227446-08 and incorporated by referenceherein).

 

(99.2)MortgageLoan Purchase Agreement, dated as of November 21, 2019, between Morgan StanleyCapital I Inc. and Bank of America, National Association (filed as Exhibit 99.2to the registrant's Current Report on Form 8-K filed on December 10, 2019 underSEC File No. 333-227446-08 and incorporated by reference herein).

 

(99.3)MortgageLoan Purchase Agreement, dated as of November 21, 2019, Morgan Stanley CapitalI Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filed as Exhibit 99.3to the registrant's Current Report on Form 8-K filed on December 10, 2019 underSEC File No. 333-227446-08 and incorporated by reference herein).

 

(99.4)Co-LenderAgreement, dated as of October 21, 2019, by and between Deutsche Bank AG, NewYork Branch, as an initial Note A holder, Wells Fargo Bank, NationalAssociation, as an initial Note A holder, Morgan Stanley Bank, NationalAssociation, as an initial Note A holder, Deutsche Bank AG, New York Branch, asinitial Note B-1 holder, Morgan Stanley Bank, National Association, as initialNote B-2 holder, and Wells Fargo Bank, National Association, as initial NoteB-3 holder, relating to the Century Plaza Towers loan combination (filed asExhibit 99.4 to the registrant's Current Report on Form 8-K filed on December10, 2019 under SEC File No. 333-227446-08 and incorporated by referenceherein).

 

(99.5)Co-LenderAgreement, dated as of September 27, 2019, by and between Bank of America,N.A., as initial Note A-1 holder, initial Note A-3 holder, initial Note A-5holder, initial Note A-7 holder, initial Note A-9 holder and initial note B-1holder, and Wells Fargo Bank, National Association, as initial Note A-2 holder,initial Note A-4 holder, initial Note A-6 holder, initial Note A-8 holder,initial Note A-10 holder and initial Note B-2 holder, relating to the JacksonPark loan combination (filed as Exhibit 99.5 to the registrant's Current Reporton Form 8-K filed on December 10, 2019 under SEC File No. 333-227446-08 andincorporated by reference herein).

 

(99.6)AgreementBetween Note Holders, dated as of September 16, 2019, by and between Bank ofAmerica, N.A., as initial Note A-1 holder, Bank of America, N.A., as initialNote A-2 holder, Bank of America, N.A., as initial Note A-3 holder, Bank ofAmerica, N.A., as initial Note A-4 holder, Bank of America, N.A., as initialNote A-5 holder, Bank of America, N.A., as initial Note A-6 holder, Bank ofAmerica, N.A., as initial Note A-7 holder, Bank of America, N.A., as initialNote A-8 holder, Bank of America, N.A., as initial Note A-9 holder and Bank ofAmerica, N.A., as initial Note A-10 holder, relating to the Park Tower atTransbay loan combination (filed as Exhibit 99.6 to the registrant's CurrentReport on Form 8-K filed on December 10, 2019 under SEC File No. 333-227446-08and incorporated by reference herein).

 

(99.7)IntercreditorAgreement, dated as of November 15, 2019, by and between Morgan Stanley Bank,N.A., as initial Note A-1 holder and initial Note A-2 holder; Morgan StanleyMortgage Capital Holdings LLC, as initial Note B-1-A holder, initial Note B-1-Bholder, initial Note B-1-C holder, and initial Note B-1-D holder; Bank ofAmerican, National Association, as initial Note A-3 holder, initial Note A-4holder, initial Note B-2-A holder, initial Note B-2-B holder, initial NoteB-2-C holder, and initial Note B-2-D holder; and UBS AG, New York Branch, asinitial Note A-5 holder, initial Note A-6 holder, initial Note A-7 holder,initial Note A-8 holder, initial Note B-3-A holder, initial Note B-3-B holder,initial Note B-3-C holder, and initial Note B-3-D holder, relating to the ILPTIndustrial Portfolio loan combination (filed as Exhibit 99.7 to theregistrant's Current Report on Form 8-K filed on December 10, 2019 under SECFile No. 333-227446-08 and incorporated by reference herein).

 

(99.8)AgreementBetween Note Holders, dated as of November 15, 2019, by and between Wells FargoBank, National Association, as initial Note A-1 holder, and Wells Fargo Bank,National Association, as initial Note A-2 holder, relating to the 360 NorthCrescent Drive loan combination (filed as Exhibit 99.8 to the registrant'sCurrent Report on Form 8-K filed on December 10, 2019 under SEC File No.333-227446-08 and incorporated by reference herein).

 

(99.9)AgreementBetween Note Holders, dated as of November 13, 2019, by and between Bank ofAmerica, N.A., as initial Note A-1 holder, and Bank of America, N.A., asinitial Note A-2 holder, relating to the Sacramento Office Portfolio loancombination (filed as Exhibit 99.9 to the registrant's Current Report on Form8-K filed on December 10, 2019 under SEC File No. 333-227446-08 andincorporated by reference herein).

 

(99.10)AgreementBetween Note Holders, dated as of October 23, 2019, by and between MorganStanley Bank, N.A., as initial Note A-1 holder, Morgan Stanley Bank, N.A., asinitial Note A-2 holder, Morgan Stanley Bank, as initial Note A-3 holder, andMorgan Stanley Mortgage Capital Holdings LLC, as initial agent, relating to theNational Anchored Retail Portfolio loan combination (filed as Exhibit 99.10 tothe registrant's Current Report on Form 8-K filed on December 10, 2019 underSEC File No. 333-227446-08 and incorporated by reference herein).

 

(99.11)SecondAmended and Restated Servicing Agreement, effective as of October 31, 2021,between Wells Fargo Bank, N.A., Wells Fargo Delaware Trust Company, N.A.,Computershare Trust Company, N.A., Computershare Delaware Trust Company andComputershare Limited (filed as Exhibit 99.1 to the registrant's Current Reporton Form 8-K filed on November 5, 2021 under SEC File No. 333-227446-08 andincorporated by reference herein).

 

(b)See (a) above.

 

(c) NotApplicable.

 

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 30, 2022