**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: 333-227446-08**

 

**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 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.

 

 Not applicable.

 

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**

 

TheBANK 2019-BNK23 mortgage pool includes the following mortgage loans, each ofwhich is serviced pursuant to a separate pooling and servicing agreement (each,an “Outside Pooling and Servicing Agreement”):

 

•  the Century Plaza Towers mortgage loan, which is serviced pursuant to the CPTS2019-CPT trust and servicing agreement attached hereto as Exhibit 4.2;

 

•  the Jackson Park mortgage loan, which is serviced pursuant to the JAX 2019-LIC trustand servicing agreement attached hereto as Exhibit 4.3;

 

•  the Park Tower at Transbay mortgage loan and the National Anchored RetailPortfolio mortgage loan, which are serviced pursuant to the BANK 2019-BNK21pooling and servicing agreement attached hereto as Exhibit 4.4; and

 

•  the ILPT Industrial Portfolio mortgage loan, which is serviced pursuant to theMSC 2019-L3 pooling and servicing agreement attached hereto as Exhibit 4.5.

 

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 for purposesof 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 suchpooling and servicing agreement and is responsible for monitoring theperformance of the special servicer under such pooling and servicing agreementand producing certain reports to certificateholders relating to the resolutionof the mortgage 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 or distributionsto holders of the asset-backed securities” within the meaning of “servicer”under Item 1101 of Regulation AB and does not perform the functions of aservicer 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 LLC is the special servicer under the CPTS 2019-CPTtrust and servicing agreement, pursuant to which the Century Plaza Towersmortgage loan is serviced.  Because CWCapital Asset Management LLC is notthe BANK 2019-BNK23 special servicer, is not affiliated with any sponsor andservices only the Century Plaza Towers mortgage loan, which constitutes morethan 5% but less than 10% of the mortgage pool, CWCapital Asset Management LLC,as CPTS 2019-CPT special servicer, constitutes a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, but does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

•  Rialto Capital Advisors, LLC is the special servicer under the BANK 2019-BNK21pooling and servicing agreement, pursuant to which the Park Tower at Transbaymortgage loan and the National Anchored Retail Portfolio mortgage loan areserviced.  Because Rialto Capital Advisors, LLC is not the BANK 2019-BNK23special servicer, is not affiliated with any sponsor and services only the ParkTower at Transbay mortgage loan and the National Anchored Retail Portfolio,which collectively constitute more than 5% but less than 10% of the mortgagepool, Rialto Capital Advisors, LLC, as BANK 2019-BNK21 special servicer,constitutes a reporting “servicing function participant” for purposes of Item1122 of Regulation AB, as specified in the Instruction 3 to Item 1122, but doesnot constitute a reporting “servicer” for purposes of Item 1123 of RegulationAB, as specified in the Instruction to Item 1123.

 

• LNR Partners, LLC, as general special servicer under the MSC 2019-L3 poolingand servicing agreement, has obligations in respect of each mortgage loansecuritized thereunder, but does not have any obligations in respect of theILPT Industrial Portfolio mortgage loan or any other mortgage loan included inthe BANK 2019-BNK23 mortgage pool. Therefore, LNR Partners, LLC, 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 JAX2019-LIC trust and servicing agreement, pursuant to which the Jackson Parkmortgage loan is serviced. On May 21, 2021, AEGON USA Realty Advisors, LLC wasreplaced as special servicer under the JAX 2019-LIC trust and servicingagreement and was succeeded by Situs Holdings, LLC.

 

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 CoreLogic Solutions, LLC as a servicing function participant inrespect of the entire mortgage pool for the reporting period.

 

•  Wells Fargo Bank, National Association, as master servicer under the CPTS2019-CPT trust and servicing agreement, pursuant to which the Century PlazaTowers mortgage loan is serviced, engaged the services of CoreLogic Solutions,LLC as a servicing function participant in respect of the Century Plaza Towersmortgage loan for the reporting period.

 

•  Wells Fargo Bank, National Association, as master servicer under the JAX2019-LIC trust and servicing agreement, pursuant to which the Jackson Parkmortgage loan is serviced, engaged the services of CoreLogic Solutions, LLC asa servicing function participant in respect of the Jackson Park mortgage loanfor the reporting period.

 

•  Wells Fargo Bank, National Association, as master servicer under the BANK2019-BNK21 pooling and servicing agreement, pursuant to which the Park Tower atTransbay mortgage loan and the National Anchored Retail Portfolio mortgage loan are serviced, engaged the services of CoreLogic Solutions, LLC asa servicing function participant in respect of the Jackson Park mortgage loanfor the reporting period.

 

•  Wells Fargo Bank, National Association, as master servicer under the MSC2019-L3 pooling and servicing agreement, pursuant to which the ILPT IndustrialPortfolio mortgage loan is serviced, engaged the services of CoreLogicSolutions, LLC as a servicing function participant in respect of the ILPTIndustrial Portfolio mortgage loan for the reporting period.

 

•  On November 1, 2021, pursuant to the second amended and restated servicingagreement attached hereto as Exhibit 99.11, 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) 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 (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 toinvestors, and plaintiffs assert causes of action based upon, among otherthings, the trustee’s alleged failure to notify and enforce repurchaseobligations of mortgage loan sellers for purported breaches of representationsand warranties, notify investors of alleged events of default, and abide byappropriate standards of care following alleged events of default. In July2022, the district court dismissed Phoenix Light’s claims and certain of theclaims asserted by Commerzbank AG, and subsequently entered judgment in eachcase in favor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light andCommerzbank AG each appealed the district court’s decision to the United StatesCourt of Appeals for the Second Circuit. Phoenix Light dismissed its appeal inMay 2023, terminating its case. In November 2023, Wells Fargo Bank, N.A.entered into an agreement with IKB to resolve IKB’s claims. Wells Fargo Bank,N.A. previously settled two class actions filed by institutional investors andan action filed by the National Credit Union Administration with similarallegations.

 

**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 December 10, 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 December1, 2019, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, KeyBank National Association, asspecial servicer, Wells Fargo Bank, National Association, as certificateadministrator, Wilmington Trust, National Association, as trustee, and ParkBridge Lender Services LLC, as operating advisor and as asset representationsreviewer (filed as Exhibit 4.1 to the registrant's Current Report on Form 8-Kfiled on December 10, 2019 under SEC File No. 333-227446-08 and incorporated byreference herein).

 

(4.2)Trust and Servicing Agreement, dated as of November 9,2019, between Deutsche Mortgage & Asset Receiving Corporation, asdepositor, Wells Fargo Bank, National Association, as master servicer,CWCapital Asset Management LLC, as special servicer, Wilmington Trust, NationalAssociation, as trustee, and Wells Fargo Bank, National Association, ascertificate administrator, custodian and paying agent, relating to the CPTS2019-CPT securitization transaction, pursuant to which the Century Plaza TowersMortgage Loan is serviced (filed as Exhibit 4.2 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).

 

(4.3)Trust and Servicing Agreement, dated as of November 15,2019, between Banc of America Merrill Lynch Large Loan, Inc., as depositor,Wells Fargo Bank, National Association, 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 Jackson Park 2019-LIC securitization transaction, pursuant towhich the Jackson Park Mortgage Loan is serviced (filed as Exhibit 4.3 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).

 

(4.4)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 asset representations reviewer, relating to the BANK 2019-BNK21securitization transaction, pursuant to which the Park Tower at TransbayMortgage Loan and the National Anchored Retail Portfolio Mortgage Loan areserviced (filed as Exhibit 4.4 to the registrant's Current Report on Form 8-Kfiled on December 10, 2019 under SEC File No. 333-227446-08 and incorporated byreference herein).

 

(4.5)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 Park Bridge LenderServices LLC, as operating advisor and asset representations reviewer, relatingto the MSC 2019-L3 securitization transaction, pursuant to which the ILPTIndustrial Portfolio Mortgage Loan is serviced (filed as Exhibit 4.5 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).

 

(31)  Rule13a-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

 

33.3 Wells Fargo Bank, National Association, as Custodian

 

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

 

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 1/1/23 to 12/31/23) (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 1/1/23 to 12/31/23) (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 1/1/23to 12/31/23) (see Exhibit 33.5)

 

33.12 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 (from1/1/23 to 12/31/23) (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 1/1/23 to 12/31/23) and National Anchored Retail Portfolio (from 1/1/23to 12/31/23) (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 1/1/23 to 12/31/23) and National Anchored Retail Portfolio (from1/1/23 to 12/31/23) (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 1/1/23 to 12/31/23) (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 1/1/23 to 12/31/23) (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 1/1/23 to 12/31/23)

 

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 1/1/23 to 12/31/23)

 

33.19 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 1/1/23 to 12/31/23) and National Anchored Retail Portfolio (from 1/1/23to 12/31/23)

 

33.20 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 1/1/23 to12/31/23) (see Exhibit 33.18)

 

33.21 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 1/1/23 to 12/31/23) (see Exhibit 33.3)

 

33.22 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 1/1/23 to 12/31/23) (see Exhibit 33.4)

 

33.23 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 1/1/23to 12/31/23) (see Exhibit 33.3)

 

33.24 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 1/1/23 to 12/31/23) (see Exhibit 33.4)

 

33.25 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 1/1/23 to 12/31/23) and National Anchored Retail Portfolio (from 1/1/23to 12/31/23) (see Exhibit 33.3)

 

33.26 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 1/1/23 to 12/31/23) and NationalAnchored Retail Portfolio (from 1/1/23 to 12/31/23) (see Exhibit 33.4)

 

33.27 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 (from1/1/23 to 12/31/23) (see Exhibit 33.3)

 

33.28 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 1/1/23 to 12/31/23) (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

 

34.3 Wells Fargo Bank, National Association, as Custodian

 

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

 

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 1/1/23 to 12/31/23) (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 1/1/23 to 12/31/23) (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 1/1/23to 12/31/23) (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 (from1/1/23 to 12/31/23) (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 1/1/23 to 12/31/23) and National Anchored Retail Portfolio (from 1/1/23to 12/31/23) (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 1/1/23 to 12/31/23) and National Anchored Retail Portfolio (from1/1/23 to 12/31/23) (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 1/1/23 to 12/31/23) (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 1/1/23 to 12/31/23) (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 1/1/23 to 12/31/23)

 

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 1/1/23 to 12/31/23)

 

34.19 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 1/1/23 to 12/31/23) and National Anchored Retail Portfolio (from 1/1/23to 12/31/23)

 

34.20 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 1/1/23 to12/31/23) (see Exhibit 34.18)

 

34.21 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 1/1/23 to 12/31/23) (see Exhibit 34.3)

 

34.22 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 1/1/23 to 12/31/23) (see Exhibit 34.4)

 

34.23 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 1/1/23to 12/31/23) (see Exhibit 34.3)

 

34.24 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 1/1/23 to 12/31/23) (see Exhibit 34.4)

 

34.25 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 1/1/23 to 12/31/23) and National Anchored Retail Portfolio (from 1/1/23to 12/31/23) (see Exhibit 34.3)

 

34.26 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 1/1/23 to 12/31/23) and NationalAnchored Retail Portfolio (from 1/1/23 to 12/31/23) (see Exhibit 34.4)

 

34.27 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 (from1/1/23 to 12/31/23) (see Exhibit 34.3)

 

34.28 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 1/1/23 to 12/31/23) (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

 

35.3 Wells Fargo Bank, National Association, as Custodian

 

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

 

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 1/1/23 to 12/31/23) (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 1/1/23to 12/31/23) (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 1/1/23 to 12/31/23) and National Anchored Retail Portfolio (from 1/1/23to 12/31/23) (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 1/1/23 to 12/31/23) (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 1/1/23 to 12/31/23)

 

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 1/1/23 to12/31/23) (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 1/1/23 to 12/31/23) (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 1/1/23 to 12/31/23) (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 1/1/23to 12/31/23) (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 1/1/23 to 12/31/23) (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 1/1/23 to 12/31/23) and National Anchored Retail Portfolio (from 1/1/23to 12/31/23) (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 1/1/23 to 12/31/23) and NationalAnchored Retail Portfolio (from 1/1/23 to 12/31/23) (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 (from1/1/23 to 12/31/23) (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 1/1/23 to 12/31/23) (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, National Association,as an initial Note A holder, Deutsche Bank AG, New York Branch, as initial NoteB-1 holder, Morgan Stanley Bank, National Association, as initial Note B-2holder, and Wells Fargo Bank, National Association, as initial Note B-3 holder,relating to the Century Plaza Towers loan combination (filed as Exhibit 99.4 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).

 

(99.5)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 and incorporatedby 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-4 holder,initial Note B-2-A holder, initial Note B-2-B holder, initial Note B-2-Cholder, and initial Note B-2-D holder; and UBS AG, New York Branch, as initialNote A-5 holder, initial Note A-6 holder, initial Note A-7 holder, initial NoteA-8 holder, initial Note B-3-A holder, initial Note B-3-B holder, initial NoteB-3-C holder, and initial Note B-3-D holder, relating to the ILPT IndustrialPortfolio loan combination (filed as Exhibit 99.7 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).

 

(99.8)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, betweenWells Fargo Bank, N.A., Wells Fargo Delaware Trust Company, N.A., ComputershareTrust Company, N.A., Computershare Delaware Trust Company and ComputershareLimited (filed as Exhibit 99.1 to the registrant's Current Report on Form 8-Kfiled on November 5, 2021 under SEC File No. 333-227446-08 and incorporated byreference 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 28, 2024