**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, 2022OR**

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

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

 

 

 

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

 

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

 

**Morgan Stanley Capital ITrust 2019-L3**

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

 

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

 

**Morgan Stanley Capital I Inc.**

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

 

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

 

**Morgan Stanley MortgageCapital Holdings LLC**

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

 

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

 

**Starwood Mortgage Capital LLC**

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

** **

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

 

**Argentic Real Estate FinanceLLC**

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

 

 

**Central Index Key Number of the sponsor:0001089877**

 

**KeyBank National Association**

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

** **

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

 

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

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

 

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

**38-4128793**

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

 

**c/o 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 their obligationsunder 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 its auditreport.

 

Notapplicable. 

 

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

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

 

Not applicable.

 

Indicateby check mark whether any of those error corrections are restatements that requireda recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant 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**

 

The MSC 2019-L3 mortgage pool includes the followingmortgage loans, each of which is serviced pursuant to a separate pooling andservicing agreement (each, an “Outside Pooling and Servicing Agreement”):

 

•   the GNL Office and IndustrialPortfolio mortgage loan, the Bushwick Avenue Portfolio mortgage loan and theHilton Portfolio mortgage loan, which are serviced pursuant to the CF 2019-CF2pooling and servicing agreement attached hereto as Exhibit 4.2;

 

•   the Grand Canal Shoppesmortgage loan, which is serviced pursuant to the MSC 2019-H7  pooling andservicing agreement attached hereto as Exhibit 4.3;

 

  •   the OsbornTriangle mortgage loan, which is serviced pursuant to the JPMCC 2019-OSB trustand servicing agreement attached hereto as Exhibit 4.4;

 

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

•   the Royal Palm Place mortgageloan, which is serviced pursuant to the MSC 2020-L4 pooling and servicingagreement attached hereto as Exhibit 4.6.

 

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

 

•   The trustee under a poolingand servicing agreement has a nominal role with respect to the mortgage poolsecuritized pursuant to such pooling and servicing agreement.  Thetrustee’s only servicing function is the contingent obligation to make certainadvances if the master servicer under such pooling and servicing agreementfails to do so, while all other servicing functions are performed by otherparties.  The trustee under each of the pooling and servicing agreementslisted in the Exhibit Index has confirmed to the registrant that it has notmade any such contingent advances during the reporting period, and consequently,each such trustee does not participate in the servicing function for purposesof Item 1122 of Regulation AB, nor does it perform the functions of a servicerfor purposes of the definition of “servicer” under Item 1101 of Regulation ABor for purposes of Item 1123 of Regulation AB.

 

•   The certificate administratorunder a pooling and servicing agreement performs various payment administrationfunctions solely for the securitization governed by such pooling and servicingagreement and the mortgage pool securitized pursuant to such pooling andservicing agreement and does not have any obligations with respect to any othertransaction.  Consequently, the certificate administrator under an OutsidePooling and Servicing Agreement does not participate in the servicing functionfor purposes of Item 1122 of Regulation AB, nor does it perform the functionsof a servicer for purposes of the definition of “servicer” under Item 1101 ofRegulation AB or for purposes of Item 1123 of Regulation AB.

 

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

 

•   The asset representations reviewer under a poolingand servicing agreement has a limited obligation to review certain delinquentmortgage loans after a specified delinquency threshold has been met and the requiredpercentage of certificateholders vote to direct a review of such delinquentmortgage loans, and has no obligation to collect or disburse funds in respectof the mortgage pool, to administer any of the underlying mortgage loans or toperform any servicing function.  Consequently, the asset representationsreviewer under a pooling and servicing agreement does not participate in theservicing function for purposes of Item 1122 of Regulation AB, is notresponsible for the “management or collection of the pool assets or makingallocations or distributions to holders of the asset-backed securities” withinthe meaning of “servicer” under Item 1101 of Regulation AB and does not performthe functions of a servicer for purposes of Item 1123 of Regulation AB.

•   KeyBank National Association,as The Stanwix special servicer under the CF 2019-CF2 pooling and servicingagreement, only has obligations in respect of The Stanwix mortgage loansecuritized thereunder. KeyBank National Association, as The Stanwix specialservicer under the CF 2019-CF2 pooling and servicing agreement, has noobligations with respect to any mortgage loan included in the MSC 2019-L3mortgage pool and therefore such party in such capacity does not constitute areporting “servicing function participant” for purposes of Item 1122 ofRegulation AB, as specified in the Instruction 3 to Item 1122, and does notconstitute a reporting “servicer” for purposes of Item 1123 of Regulation AB,as specified in the Instruction to Item 1123.

 

•   Situs Holdings, LLC is the current special servicerunder the MSC 2019-H7 pooling and servicing agreement with respect to the GrandCanal Shoppes mortgage loan. On June 15, 2020, LNR Partners, LLC was replacedas Grand Canal Shoppes special servicer under the MSC 2019-H7 pooling andservicing agreement and succeeded by Situs Holdings, LLC.   ArgenticServices Company LP is the current general special servicer under the MSC2019-H7 pooling and servicing agreement. On May 6, 2020, LNR Partners, LLC wasreplaced as general special servicer under the MSC 2019-H7 pooling andservicing agreement and succeeded by Argentic Services Company LP.  Argentic Services Company LP, as the general special servicer under the MSC2019-H7 pooling and servicing agreement, has no obligations with respect to anymortgage loan included in the MSC 2019-L3 mortgage pool and therefore suchparty in such capacity does not constitute a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in the Instruction3 to Item 1122, and does not constitute a reporting “servicer” for purposes ofItem 1123 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 National Anchored Retail Portfolio mortgageloan is serviced. Because Rialto Capital Advisors, LLC is not the MSC 2019-L3 special servicer, is not affiliatedwith any sponsor and services only the National Anchored Retail Portfoliomortgage loan, which constitutes less than 5% of the mortgage pool, RialtoCapital Advisors, LLC, as BANK 2019-BNK21 specialservicer, 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.

 

•  Citibank, N.A., as certificateadministrator under the CF 2019-CF2 pooling and servicing agreement, pursuantto which the GNL Office and Industrial Portfolio mortgage loan, the BushwickAvenue Portfolio mortgage loan and the Hilton Portfolio mortgage loan areserviced, engaged U.S. Bank National Association to perform the relatedcustodial services with respect to such mortgage loans, and U.S. Bank NationalAssociation performed all such custodial services pursuant to the relatedpooling and servicing agreement.

•   Argentic Services Company LP is the current specialservicer under the MSC 2020-L4 pooling and servicing agreement, under which theRoyal Palm Place mortgage loan is serviced. On May 6, 2020, LNR Partners, LLCwas replaced as special servicer under the MSC 2020-L4 pooling and servicingagreement and succeeded by Argentic Services Company LP.   

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

 

•   Wells Fargo Bank, NationalAssociation, as master servicer, engaged the services of (i) KeyBank NationalAssociation as sub-servicer in respect of the entire mortgage pool for thereporting period, and (ii) CoreLogic Solutions, LLC as a servicing functionparticipant in respect of the entire mortgage pool for the reportingperiod. 

•   Wells Fargo Bank, NationalAssociation, as master servicer under the BANK 2019-BNK21 pooling and servicingagreement, pursuant to which the National Anchored Retail Portfolio mortgageloan is serviced, engaged the services of CoreLogic Solutions, LLC as aservicing function participant in respect of the National Anchored RetailPortfolio mortgage loan for the reporting period.

 

•   On November 1, 2021, pursuantto the second amended and restated servicing agreement attached hereto asExhibit 99.19, 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.**  | **[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 for thecertificates 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 and by IKB Internationaland IKB Deutsche Industriebank 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 appealed the district court’s decision to the United StatesCourt of Appeals for the Second Circuit. Wells Fargo Bank, N.A. previouslysettled two class actions filed by institutional investors and an action filedby the National Credit Union Administration with similar allegations. In addition,Park Royal I LLC and Park Royal II LLC have filed substantially similarlawsuits in New York state court alleging Wells Fargo Bank, N.A., as trustee,failed to take appropriate actions upon learning of defective mortgage loandocumentation.

 

Inthe last several years, U.S. Bank National Association (“U.S. Bank”) and otherlarge financial institutions have been sued in their capacity as trustee orsuccessor trustee for certain residential mortgage backed securities("RMBS") trusts.  The complaints, primarily filed by investorsor investor groups against U.S. Bank and similar institutions, allege thetrustees caused losses to investors as a result of alleged failures by thesponsors, mortgage loan sellers and servicers to comply with the governing agreementsfor these RMBS trusts.  Plaintiffs generally assert causes of action basedupon the trustees’ purported failures to enforce repurchase obligations ofmortgage loan sellers for alleged breaches of representations and warranties,notify securityholders of purported events of default allegedly caused bybreaches of servicing standards by mortgage loan servicers and abide by aheightened standard of care following alleged events of default.  

 

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

 

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

 

U.S.Bank believes that it has performed its obligations as indenture trustee andspecial servicer in good faith and in compliance in all material respects withthe terms of the agreements governing the DSTs (the “Governing Agreements”),and accordingly that the claims against it in the NCMSLT Action are withoutmerit.  

 

U.S.Bank has filed a motion seeking dismissal of the operative complaint in itsentirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6)or, in the alternative, a stay of the case while other prior filed disputesinvolving the DSTs and the Student Loans are litigated.  On November 7,2018, the Court ruled that the case should be stayed in its entirety pendingresolution of the first-filed cases.  On January 21, 2020, the Court enteredan order consolidating for pretrial purposes the NCMSLT Action and three otherlawsuits pending in the Delaware Court of Chancery concerning the DSTs and theStudent Loans (the “Consolidated Action”).  U.S. Bank and other parties tothe Consolidated Action have briefed and argued motions for judgment on thepleadings pursuant to Chancery Court Rule 12(c) regarding disputed issues ofcontractual interpretation at issue in one or more of the cases comprising theConsolidated Action, including the NCMSLT Action.  The Court has not yetruled on these motions or on U.S. Bank’s dismissal motion in the NCMSLT Action.

 

U.S.Bank intends to continue to defend the NCMSLT Action vigorously.

 

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

 

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

 

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

 

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

 

Thereport on assessment of compliance with applicable servicing criteria furnishedpursuant to Item 1122 of Regulation AB by KeyBank National Associationdiscloses that a material instance of noncompliance occurred, as describedbelow:

 

KeyBankNational Association (KeyBank) has identified the following material instanceof noncompliance with servicing criteria 1122(d)(4)(ix) during the calendaryear ended December 31, 2022, with respect to the Platform. The material instanceof noncompliance does not relate to KeyBank’s performance under any pooling andservicing agreement applicable to the securitization transaction that is thesubject of this Form 10-K.

 

1)Servicing Criteria impacted 

 

1122(d)(4)(ix) –Adjustments to interest rates or ratesof return for pool assets with variable rates are computed based on the relatedpool asset documents. 

 

2)Material Instance of Noncompliance with Servicing Criteria

 

During compliance testing, it was discovered, that notall FlexARM loan mortgagors were offered loan rates within 45-60 days beforethe rate change date, as required per the related pool asset documents. Per theNote, if the holder fails to offer a loan rate within 45-60 days of any changedate a margin of 2.25% is to be used. Given the notification was not made tothe borrowers, a 3% margin was incorrectly applied. The noncompliance in Item1122 (d)(4)(ix) is related to a servicing portfolio which is wholly owned bythe investor and is not held in a publicly traded security. 

 

3)Remediation

 

The following remediation procedures have beeninitiated by KeyBank: (i) the impacted mortgage loans are currently in theprocess of being identified, (ii) investor contact has been initiated, (iii)corrective actions are being considered and will be tracked and monitored bysenior management, (iv) procedures will be reviewed and revised, if necessary,to include new tracking and action steps to prevent this situation fromrecurring in the future, and (v) training will be provided to the relevantstaff members to prevent a recurrence.

 

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

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

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

 

(a) Exhibits.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(33)  Reports onassessment of compliance with servicing criteria for asset-backed securities.

 

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 LNR Partners, LLC, as Special Servicer

  

33.7 Park Bridge Lender Services LLC, as Operating Advisor

 

33.8 KeyBank National Association, as Primary Servicer

 

33.9 CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

33.10 KeyBank National Association, as Master Servicer underthe CF 2019-CF2 securitization, pursuant to which the following mortgage loanswere serviced by such party: GNL Office and Industrial Portfolio (from 1/1/22to 12/31/22), Bushwick Avenue Portfolio (from 1/1/22 to 12/31/22) and HiltonPortfolio (from 1/1/22 to 12/31/22) (See exhibit 33.8)

 

33.11 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2019-H7 securitization,pursuant to which the following mortgage loans were serviced by such party:Grand Canal Shoppes (from 1/1/22 to 12/31/22)

 

33.12 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2020-L4 securitization,pursuant to which the following mortgage loans were serviced by such party:Royal Palm Place (from 1/1/22 to 12/31/22) (See exhibit 33.11)

 

33.13 KeyBank National Association, as Master Servicer underthe JPMCC 2019-OSB securitization, pursuant to which the following mortgageloans were serviced by such party: Osborn Triangle (from 1/1/22 to 12/31/22)(See exhibit 33.8)

 

33.14 Wells Fargo Bank, National Association, as MasterServicer under the BANK 2019-BNK21 securitization, pursuant to which the followingmortgage loans were serviced by such party: National Anchored Retail Portfolio(from 1/1/22 to 12/31/22) (See exhibit 33.5)

 

33.15 CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2019-BNK21 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: National Anchored RetailPortfolio (from 1/1/22 to 12/31/22) (See exhibit 33.9)

 

33.16 LNR Partners, LLC, as Special Servicer under the CF2019-CF2 securitization, pursuant to which the following mortgage loans wereserviced by such party: GNL Office and Industrial Portfolio (from 1/1/22 to12/31/22), Bushwick Avenue Portfolio (from 1/1/22 to 12/31/22) and HiltonPortfolio (from 1/1/22 to 12/31/22) (See exhibit 33.6)

 

33.17 Situs Holdings, LLC, as Special Servicer under theMSC 2019-H7 securitization, pursuant to which the following mortgage loans wereserviced by such party: Grand Canal Shoppes (from 1/1/22 to 12/31/22)

 

33.18 Situs Holdings, LLC, as Special Servicer under theMSC 2019-L3 securitization, pursuant to which the following mortgage loans wereserviced by such party: ILPT Industrial Portfolio (from 1/1/22 to 12/31/22)(See exhibit 33.17)

 

33.19 Argentic Services Company LP, as Special Servicerunder the MSC 2020-L4 securitization, pursuant to which the following mortgageloans were serviced by such party: Royal Palm Place (from 1/1/22 to 12/31/22)

 

33.20 Situs Holdings, LLC, as Special Servicer under theJPMCC 2019-OSB securitization, pursuant to which the following mortgage loanswere serviced by such party: Osborn Triangle (from 1/1/22 to 12/31/22) (Seeexhibit 33.17)

 

33.21 U.S. Bank National Association, as Custodian underthe CF 2019-CF2 securitization, pursuant to which the following mortgage loans wereserviced by such party: GNL Office and Industrial Portfolio (from 1/1/22 to12/31/22), Bushwick Avenue Portfolio (from 1/1/22 to 12/31/22) and HiltonPortfolio (from 1/1/22 to 12/31/22)

 

33.22 Wells Fargo Bank, National Association, as Custodianunder the MSC 2019-H7 securitization, pursuant to which the following mortgageloans were serviced by such party: Grand Canal Shoppes (from 1/1/22 to12/31/22) (See exhibit 33.3)

 

33.23 Computershare Trust Company, National Association, asServicing Function Participant under the MSC 2019-H7 securitization, pursuantto which the following mortgage loans were serviced by such party: Grand CanalShoppes (from 1/1/22 to 12/31/22) (See exhibit 33.4)

 

33.24 Wells Fargo Bank, National Association, as Custodianunder the MSC 2020-L4 securitization, pursuant to which the following mortgageloans were serviced by such party: Royal Palm Place (from 1/1/22 to 12/31/22) (Seeexhibit 33.3)

 

33.25  Computershare Trust Company, National Association, asServicing Function Participant under the MSC 2020-L4 securitization, pursuant towhich the following mortgage loans were serviced by such party: Royal PalmPlace (from 1/1/22 to 12/31/22) (See exhibit 33.4)

 

33.26 Wells Fargo Bank, National Association, as Custodianunder the JPMCC 2019-OSB securitization, pursuant to which the followingmortgage loans were serviced by such party: Osborn Triangle (from 1/1/22 to12/31/22) (See exhibit 33.3)

 

33.27  Computershare Trust Company, National Association, asServicing Function Participant under the JPMCC 2019-OSB securitization,pursuant to which the following mortgage loans were serviced by such party:Osborn Triangle (from 1/1/22 to 12/31/22) (See exhibit 33.4)

 

33.28 Wells Fargo Bank, National Association, as Custodianunder the BANK 2019-BNK21 securitization, pursuant to which the followingmortgage loans were serviced by such party: National Anchored Retail Portfolio(from 1/1/22 to 12/31/22) (See exhibit 33.3)

 

33.29  Computershare Trust Company, National Association, asServicing Function Participant under the BANK 2019-BNK21 securitization,pursuant to which the following mortgage loans were serviced by such party:National Anchored Retail Portfolio (from 1/1/22 to 12/31/22) (See exhibit 33.4)

 

(34). Attestation reports onassessment of compliance with servicing criteria for asset-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 LNR Partners, LLC, as Special Servicer

  

34.7 Park Bridge Lender Services LLC, as Operating Advisor

 

34.8 KeyBank National Association, as Primary Servicer

 

34.9 CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

34.10 KeyBank National Association, as Master Servicer underthe CF 2019-CF2 securitization, pursuant to which the following mortgage loanswere serviced by such party: GNL Office and Industrial Portfolio (from 1/1/22to 12/31/22), Bushwick Avenue Portfolio (from 1/1/22 to 12/31/22) and HiltonPortfolio (from 1/1/22 to 12/31/22) (See exhibit 34.8)

 

34.11 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2019-H7 securitization,pursuant to which the following mortgage loans were serviced by such party:Grand Canal Shoppes (from 1/1/22 to 12/31/22)

 

34.12 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2020-L4 securitization,pursuant to which the following mortgage loans were serviced by such party:Royal Palm Place (from 1/1/22 to 12/31/22) (See exhibit 34.11)

 

34.13 KeyBank National Association, as Master Servicer underthe JPMCC 2019-OSB securitization, pursuant to which the following mortgageloans were serviced by such party: Osborn Triangle (from 1/1/22 to 12/31/22)(See exhibit 34.8)

 

34.14 Wells Fargo Bank, National Association, as MasterServicer under the BANK 2019-BNK21 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: National Anchored RetailPortfolio (from 1/1/22 to 12/31/22) (See exhibit 34.5)

 

34.15 CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2019-BNK21 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: National Anchored RetailPortfolio (from 1/1/22 to 12/31/22) (See exhibit 34.9)

 

34.16 LNR Partners, LLC, as Special Servicer under the CF2019-CF2 securitization, pursuant to which the following mortgage loans wereserviced by such party: GNL Office and Industrial Portfolio (from 1/1/22 to12/31/22), Bushwick Avenue Portfolio (from 1/1/22 to 12/31/22) and HiltonPortfolio (from 1/1/22 to 12/31/22) (See exhibit 34.6)

 

34.17 Situs Holdings, LLC, as Special Servicer under theMSC 2019-H7 securitization, pursuant to which the following mortgage loans wereserviced by such party: Grand Canal Shoppes (from 1/1/22 to 12/31/22)

 

34.18 Situs Holdings, LLC, as Special Servicer under theMSC 2019-L3 securitization, pursuant to which the following mortgage loans wereserviced by such party: ILPT Industrial Portfolio (from 1/1/22 to 12/31/22)(See exhibit 34.17)

 

34.19 Argentic Services Company LP, as Special Servicerunder the MSC 2020-L4 securitization, pursuant to which the following mortgage loanswere serviced by such party: Royal Palm Place (from 1/1/22 to 12/31/22)

 

34.20 Situs Holdings, LLC, as Special Servicer under theJPMCC 2019-OSB securitization, pursuant to which the following mortgage loans wereserviced by such party: Osborn Triangle (from 1/1/22 to 12/31/22) (See exhibit34.17)

 

34.21 U.S. Bank National Association, as Custodian underthe CF 2019-CF2 securitization, pursuant to which the following mortgage loanswere serviced by such party: GNL Office and Industrial Portfolio (from 1/1/22to 12/31/22), Bushwick Avenue Portfolio (from 1/1/22 to 12/31/22) and HiltonPortfolio (from 1/1/22 to 12/31/22)

 

34.22 Wells Fargo Bank, National Association, as Custodianunder the MSC 2019-H7 securitization, pursuant to which the following mortgageloans were serviced by such party: Grand Canal Shoppes (from 1/1/22 to12/31/22) (See exhibit 34.3)

 

34.23 Computershare Trust Company, National Association, asServicing Function Participant under the MSC 2019-H7 securitization, pursuantto which the following mortgage loans were serviced by such party: Grand CanalShoppes (from 1/1/22 to 12/31/22) (See exhibit 34.4)

 

34.24 Wells Fargo Bank, National Association, as Custodianunder the MSC 2020-L4 securitization, pursuant to which the following mortgageloans were serviced by such party: Royal Palm Place (from 1/1/22 to 12/31/22)(See exhibit 34.3)

 

34.25  Computershare Trust Company, National Association, asServicing Function Participant under the MSC 2020-L4 securitization, pursuantto which the following mortgage loans were serviced by such party: Royal PalmPlace (from 1/1/22 to 12/31/22) (See exhibit 34.4)

 

34.26 Wells Fargo Bank, National Association, as Custodianunder the JPMCC 2019-OSB securitization, pursuant to which the followingmortgage loans were serviced by such party: Osborn Triangle (from 1/1/22 to12/31/22) (See exhibit 34.3)

 

34.27  Computershare Trust Company, National Association, asServicing Function Participant under the JPMCC 2019-OSB securitization,pursuant to which the following mortgage loans were serviced by such party:Osborn Triangle (from 1/1/22 to 12/31/22) (See exhibit 34.4)

 

34.28 Wells Fargo Bank, National Association, as Custodianunder the BANK 2019-BNK21 securitization, pursuant to which the followingmortgage loans were serviced by such party: National Anchored Retail Portfolio(from 1/1/22 to 12/31/22) (See exhibit 34.3)

 

34.29  Computershare Trust Company, National Association, asServicing Function Participant under the BANK 2019-BNK21 securitization,pursuant to which the following mortgage loans were serviced by such party:National Anchored Retail Portfolio (from 1/1/22 to 12/31/22) (See exhibit 34.4)

 

(35). Servicer compliancestatement.

 

35.1 Wells Fargo Bank, National Association, as CertificateAdministrator

 

35.2 Computershare Trust Company, National Association, as ServicingFunction 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 LNR Partners, LLC, as Special Servicer

  

35.7 KeyBank National Association, as Primary Servicer

 

35.8 KeyBank National Association, as Master Servicer underthe CF 2019-CF2 securitization, pursuant to which the following mortgage loanswere serviced by such party: GNL Office and Industrial Portfolio (from 1/1/22to 12/31/22), Bushwick Avenue Portfolio (from 1/1/22 to 12/31/22) and HiltonPortfolio (from 1/1/22 to 12/31/22) (See exhibit 35.7)

 

35.9 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2019-H7 securitization,pursuant to which the following mortgage loans were serviced by such party:Grand Canal Shoppes (from 1/1/22 to 12/31/22)

 

35.10 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2020-L4 securitization,pursuant to which the following mortgage loans were serviced by such party:Royal Palm Place (from 1/1/22 to 12/31/22) (See exhibit 35.9)

 

35.11 KeyBank National Association, as Master Servicer underthe JPMCC 2019-OSB securitization, pursuant to which the following mortgageloans were serviced by such party: Osborn Triangle (from 1/1/22 to 12/31/22)(See exhibit 35.7)

 

35.12 Wells Fargo Bank, National Association, as MasterServicer under the BANK 2019-BNK21 securitization, pursuant to which the followingmortgage loans were serviced by such party: National Anchored Retail Portfolio(from 1/1/22 to 12/31/22) (See exhibit 35.5)

 

35.13 LNR Partners, LLC, as Special Servicer under the CF2019-CF2 securitization, pursuant to which the following mortgage loans wereserviced by such party: GNL Office and Industrial Portfolio (from 1/1/22 to12/31/22), Bushwick Avenue Portfolio (from 1/1/22 to 12/31/22) and HiltonPortfolio (from 1/1/22 to 12/31/22) (See exhibit 35.6)

 

35.14 Situs Holdings, LLC, as Special Servicer under theMSC 2019-H7 securitization, pursuant to which the following mortgage loans wereserviced by such party: Grand Canal Shoppes (from 1/1/22 to 12/31/22)

 

35.15 Situs Holdings, LLC, as Special Servicer under theMSC 2019-L3 securitization, pursuant to which the following mortgage loans wereserviced by such party: ILPT Industrial Portfolio (from 1/1/22 to 12/31/22)(see exhibit 35.14)

 

35.16 Argentic Services Company LP, as Special Servicerunder the MSC 2020-L4 securitization, pursuant to which the following mortgageloans were serviced by such party: Royal Palm Place (from 1/1/22 to 12/31/22)

 

35.17 Situs Holdings, LLC, as Special Servicer under theJPMCC 2019-OSB securitization, pursuant to which the following mortgage loanswere serviced by such party: Osborn Triangle (from 1/1/22 to 12/31/22) (seeExhibit 35.14)

 

35.18 U.S. Bank National Association, as Custodian underthe CF 2019-CF2 securitization, pursuant to which the following mortgage loanswere serviced by such party: GNL Office and Industrial Portfolio (from 1/1/22to 12/31/22), Bushwick Avenue Portfolio (from 1/1/22 to 12/31/22) and HiltonPortfolio (from 1/1/22 to 12/31/22)

 

35.19 Wells Fargo Bank, National Association, as Custodian underthe MSC 2019-H7 securitization, pursuant to which the following mortgage loanswere serviced by such party: Grand Canal Shoppes (from 1/1/22 to 12/31/22) (Seeexhibit 35.3)

 

35.20 Computershare Trust Company, National Association, asServicing Function Participant under the MSC 2019-H7 securitization, pursuantto which the following mortgage loans were serviced by such party: Grand CanalShoppes (from 1/1/22 to 12/31/22) (See exhibit 35.4)

 

35.21 Wells Fargo Bank, National Association, as Custodianunder the MSC 2020-L4 securitization, pursuant to which the following mortgageloans were serviced by such party: Royal Palm Place (from 1/1/22 to 12/31/22)(See exhibit 35.3)

 

35.22 Computershare Trust Company, National Association, asServicing Function Participant under the MSC 2020-L4 securitization, pursuantto which the following mortgage loans were serviced by such party: Royal PalmPlace (from 1/1/22 to 12/31/22) (See exhibit 35.4)

 

35.23 Wells Fargo Bank, National Association, as Custodianunder the JPMCC 2019-OSB securitization, pursuant to which the followingmortgage loans were serviced by such party: Osborn Triangle (from 1/1/22 to12/31/22) (See exhibit 35.3)

 

35.24  Computershare Trust Company, National Association, asServicing Function Participant under the JPMCC 2019-OSB securitization, pursuantto which the following mortgage loans were serviced by such party: OsbornTriangle (from 1/1/22 to 12/31/22) (See exhibit 35.4)

 

35.25 Wells Fargo Bank, National Association, as Custodianunder the BANK 2019-BNK21 securitization, pursuant to which the followingmortgage loans were serviced by such party: National Anchored Retail Portfolio(from 1/1/22 to 12/31/22) (See exhibit 35.3)

 

35.26 Computershare Trust Company, National Association, asServicing Function Participant under the BANK 2019-BNK21 securitization,pursuant to which the following mortgage loans were serviced by such party:National Anchored Retail Portfolio (from 1/1/22 to 12/31/22) (See exhibit 35.4)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(b)See (a) above.

 

(c) NotApplicable.

** **

**SIGNATURES**

 

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

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 28, 2023