**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:333-227446-08**

 

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

 

**BANK 2019-BNK23**

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

 

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

 

**Morgan Stanley Capital I Inc.**

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

 

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

 

**Wells Fargo Bank, NationalAssociation**

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

 

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

 

**Bank of America, National Association**

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

** **

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

 

**Morgan Stanley MortgageCapital Holdings LLC**

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

 

  

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

**38-4129053**

**38-7235629** |
|---------------------------------------------------------------------|------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**   |

 

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

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

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

   

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

 

 

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

 

  NONE.

 

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

 

  Yes___ No X

 

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

 

  Yes___ No X

 

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

 

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

 

  YesX No ___

 

Indicateby check mark whether the registrant has submitted electronically every InteractiveData File required to be submitted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files).

 

  Notapplicable.

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, a smaller reporting company, oremerging growth company. See the definitions of "large acceleratedfiler", "accelerated filer," "smaller reportingcompany," and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 Largeaccelerated filer ___ Accelerated filer ___ Non-accelerated filer X (Do not check if a smaller reporting company)Smaller reporting company ___

 

Emerginggrowth company ___

 

Ifan emerging growth company, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) ofthe Ex­change Act.

 

  Notapplicable.

 

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

 

 Not applicable.

 

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 equity waslast sold, or the average bid and asked price of such common equity, as of thelast business day of the registrant's most recently completed second fiscalquarter.

 

  Notapplicable.

 

Indicateby check mark whether the registrant has filed all documents and reportsrequired to be filed by Section 12, 13 or 15(d) of the Securities Exchange Actof 1934 subsequent to the distribution of securities under a plan confirmed bya court.

 

  Notapplicable.

 

Indicatethe number of shares outstanding of each of the registrant's classes of commonstock, as of the latest practicable date.

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

Listhereunder the following documents if incorporated by reference and the Part ofthe Form 10-K (e.g., Part I, Part II, etc.) into which the document isincorporated: (1)Any annual report to security holders; (2) Any proxy orinformation statement; and (3)Any prospectus filed pursuant to Rule 424(b) or(c) under the Securities Act of 1933. The listed documents should be clearlydescribed for identification purposes (e.g., annual report to security holdersfor fiscal year ended December 24, 1980).

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

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

 

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

 

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

 

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

  

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

 

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

 

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

 

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

 

•   The operating advisor under apooling and servicing agreement represents the interests of seniorcertificateholders in the transaction governed by such pooling and servicing agreementand is responsible for monitoring the performance of the special servicer undersuch pooling and servicing agreement and producing certain reports tocertificateholders relating to the resolution of the mortgage pool securitizedpursuant to such pooling and servicing agreement.  The operating advisorunder a pooling and servicing agreement does not have any obligations withrespect to any other transaction and is solely obligated to perform loanreporting functions with respect to the securitization governed by such poolingand servicing agreement.  Consequently, the operating advisor under anOutside Pooling and Servicing Agreement neither participates in the servicingfunction for purposes of Item 1122 of Regulation AB nor performs 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.  In addition,while the operating advisor under a pooling and servicing agreement has certainreporting obligations in respect of the related mortgage pool, it has noobligation to collect or disburse funds in respect of the mortgage pool or toadminister any of the underlying mortgage loans.  Consequently, theoperating advisor under a pooling and servicing agreement participates in theservicing function for purposes of Item 1122 of Regulation AB, but is notresponsible for the “management or collection of the pool assets or makingallocations or distributions to holders of the asset-backed securities” withinthe meaning of “servicer” under Item 1101 of Regulation AB and does not performthe functions of a servicer for purposes of Item 1123 of Regulation AB. 

 

•   The asset representations reviewer under a poolingand servicing agreement has a limited obligation to review certain delinquentmortgage loans after a specified delinquency threshold has been met and therequired percentage of certificateholders vote to direct a review of suchdelinquent mortgage loans, and has no obligation to collect or disburse fundsin respect of the mortgage pool, to administer any of the underlying mortgageloans or to perform any servicing function.  Consequently, the assetrepresentations reviewer under a pooling and servicing agreement does notparticipate in the servicing function for purposes of Item 1122 of RegulationAB, is not responsible for the “management or collection of the pool assets ormaking allocations or distributions to holders of the asset-backed securities”within the meaning of “servicer” under Item 1101 of Regulation AB and does notperform the functions of a servicer for purposes of Item 1123 of Regulation AB.

•   CWCapital Asset ManagementLLC is the special servicer under the CPTS 2019-CPT trust and servicingagreement, pursuant to which the Century Plaza Towers mortgage loan isserviced.  Because CWCapital Asset Management LLC is not the BANK2019-BNK23 special servicer, is not affiliated with any sponsor and servicesonly the Century Plaza Towers mortgage loan, which constitutes more than 5% butless than 10% of the mortgage pool, CWCapital Asset Management LLC, as CPTS2019-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, LLCis the special servicer under the BANK 2019-BNK21 pooling and servicingagreement, pursuant to which the Park Tower at Transbay mortgage loan and theNational Anchored Retail Portfolio mortgage loan are serviced.  Because RialtoCapital 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 BANK2019-BNK21 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.

 

• LNR Partners, LLC, as general specialservicer under the MSC 2019-L3 pooling and servicing agreement, has obligationsin respect of each mortgage loan securitized thereunder, but does not have anyobligations in respect of the ILPT Industrial Portfolio mortgage loan or anyother mortgage loan included in the BANK 2019-BNK23 mortgage pool. Therefore,LNR Partners, LLC, in such capacity, does not constitute a reporting “servicingfunction participant” for purposes of Item 1122 of Regulation AB, as specified inthe Instruction 3 to Item 1122, and does not constitute a reporting “servicer”for purposes of Item 1123 of Regulation AB, as specified in the Instruction toItem 1123.

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

 

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

 

• Wells Fargo Bank, National Association,as master servicer, engaged the services of CoreLogic Solutions, LLC as aservicing function participant in respect of the entire mortgage pool for thereporting period.

 

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

 

•   Wells Fargo Bank, NationalAssociation, as master servicer under the JAX 2019-LIC trust and servicingagreement, pursuant to which the Jackson Park mortgage loan is serviced,engaged the services of CoreLogic Solutions, LLC as a servicing functionparticipant in respect of the Jackson Park mortgage loan for the reportingperiod.

 

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

 

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

 

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

 

 

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

 

| **PART II**  |                                                                                                                |
|-------------------|---------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                |
| **Item 5.**  | **Market for Registrant's  Common Equity, Related Stockholder Matters and Issuer Purchases of Equity  Securities.** |
|              | Omitted.                                                                                                            |
| **Item 6.**  | **[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 Financial Information.**

 

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 (Financial Information).**

 

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 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 by appropriatestandards of care following alleged events of default. In July 2022, thedistrict court dismissed Phoenix Light’s claims and certain of the claimsasserted by Commerzbank AG, and subsequently entered judgment in each case infavor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light and CommerzbankAG appealed the district court’s decision to the United States Court of Appealsfor the Second Circuit. Wells Fargo Bank, N.A. previously settled two classactions filed by institutional investors and an action filed by the NationalCredit Union Administration with similar allegations. In addition, Park Royal ILLC and Park Royal II LLC have filed substantially similar lawsuits in New Yorkstate court alleging Wells Fargo Bank, N.A., as trustee, failed to takeappropriate actions upon learning of defective mortgage loan documentation.

 

Fromtime to time, CWCapital Asset Management LLC, a Delaware limited liabilitycompany (“CWCAM”), is a party to lawsuits and other legal proceedings as part ofits duties as a special servicer (e.g., enforcement of loan obligations) and/orarising in the ordinary course of business. Other than as set forth in thefollowing paragraphs, there are currently no legal proceedings pending, and nolegal proceedings known to be contemplated by governmental authorities, againstCWCAM or of which any of its property is the subject, that are material to thecertificateholders.

 

OnDecember 17, 2015, U.S. Bank National Association, the trustee under fivepooling and servicing agreements for (i) Wachovia Bank Commercial MortgageTrust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2, (iii) Wachovia BankCommercial Mortgage Trust 2007-C31, (iv) ML-CFC Commercial Mortgage Trust2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenced a proceedingwith the Second Judicial District Court of Ramsey County, Minnesota (the “StateCourt”) for a declaratory judgment as to the proper allocation of certainproceeds (“Disputed Proceeds”) received by CWCAM in connection with the sale ofthe Peter Cooper Village and Stuyvesant Town property in New York, New Yorksecuring loans held by those trusts. CWCAM was the special servicer of suchproperty. The petition requests the State Court to instruct the trustee, thetrust beneficiaries, and any other interested parties as to the amount of theDisputed Proceeds, if any, that constitute penalty interest and/or the amountof the Disputed Proceeds, if any, that constitute gain-on-sale proceeds, withrespect to each trust. On February 24, 2016, CWCAM made a limited appearancewith the State Court to file a motion to dismiss this proceeding based on lackof jurisdiction, mootness, standing and forum non conveniens. On July 19, 2016,the State Court denied CWCAM’s motion to dismiss. On July 22, 2016, the actionwas removed to federal court in Minnesota (“Federal Court”). On October 21,2016, the Federal Court held a hearing on the motion to transfer the action tothe United States District Court for the Southern District of New York (“SDNY Court”),a motion to remand to state court and a motion to hear CWCAM’s request forreconsideration of the motion to dismiss. On March 14, 2017, the Federal Courtreserved the determination on the motion to hear CWCAM’s request forreconsideration of the motion to dismiss, denied the motion to remand thematter to state court and granted the motion to transfer the proceeding to theSDNY Court. Cross motions for judgment on the pleadings were filed but the SDNYCourt was unable to decide the case based on the pleadings and the SDNY Courtordered discovery. All fact discovery was completed in December, 2018 andexpert discovery was completed on March 15, 2019. The parties submitted crossmotions for summary judgment, and on March 19, 2020, the SDNY Court entered anopinion and order in which it granted summary judgment in CWCAM’s favor andheld that CWCAM was entitled to the entire amount of penalty interest and thatCWCAM’s determination of Yield Maintenance was correct. In the 127-pageopinion, the SDNY Court found for CWCAM on every issue presented by thetrustee’s petition, namely, that the funds in dispute constitute penaltyinterest and yield maintenance, not gain-on-sale proceeds, and that the amountof penalty interest and yield maintenance was correctly calculated. An appealof the SDNY Court’s decision was taken on April 29, 2020. Oral argument on theappeal occurred on June 21, 2021. On July 14, 2022, the Second Circuit entereda decision affirming in part and reversing in part the SDNY Court’s decision andremanding to the SDNY Court for further proceedings. The Second Circuitaffirmed the SDNY’s Court holding that Penalty Interest and Yield Maintenanceare paid before Gain-On-Sale Proceeds. The Second Circuit reversed and remandedfor further proceedings that portion of the SDNY Court’s decision related toapproximately $67.2 million in interest on advances. On January 13, 2023, theparties entered into a settlement agreement, in which (among other things) theyagreed to stipulate that the amount of interest on advances that accrued on orbefore June 3, 2014 is $27.5 million, and that CWCAM would pay that amount intoescrow for distribution to certificateholders upon the entry of an order by theCourt approving the settlement. U.S. Bank National Association, as Trustee forthe trusts, provided notice of the settlement to all parties in interest via anotice program approved by the Court. A hearing on the settlement is scheduledfor March 16, 2023.

 

OnDecember 1, 2017, a complaint against CWCAM and others was filed in the UnitedStates District Court for the Southern District of New York styled as CWCapitalCobalt Vr Ltd. v. CWCapital Investments LLC, et al., No. 17-cv-9463 (the“Original Complaint”). The gravamen of the Original Complaint alleged breachesof a contract and fiduciary duties by CWCAM’s affiliate, CWCapital InvestmentsLLC in its capacity as collateral manager for the collateralized debtobligation transaction involving CWCapital Cobalt Vr, Ltd. In total, there are14 counts pled in the Original Complaint. Of those 14, 5 claims were assertedagainst CWCAM for aiding and abetting breach of fiduciary duty, conversion andunjust enrichment. On May 23, 2018, the Original Complaint was dismissed forlack of subject matter jurisdiction. On June 28, 2018, CWCapital Cobalt Vr Ltd.filed a substantially similar complaint in the Supreme Court of the State ofNew York, County of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapitalInvestments LLC, et al., Index No. 653277/2018 (the “New Complaint”). Thegravamen of the New Complaint is the same as the previous complaint filed inthe United State District Court for the Southern District of New York. In totalthere are 16 counts pled in the New Complaint. Of those 16 counts, 5 claimswere asserted against CWCAM for aiding and abetting breach of fiduciary duty,conversion and unjust enrichment, 1 count seeks a declaratory judgement thatthe plaintiff has the right to enforce the contracts in question and 1 countseeks an injunction requiring the defendants to recognize the plaintiff as thedirecting holder for the trusts in question. On January 11, 2019, the plaintiffdismissed with prejudice the declaratory judgment and injunction counts. TheNew Complaint and related summons was not served on the defendants until July13, 2018 and July 16, 2018. The plaintiff’s motion for a preliminary injunctionwas denied by the court on July 31, 2018. On August 3, 2018, the defendants,including CWCAM, filed a motion to dismiss the New Complaint in its entirety.On August 20, 2019, the court entered an order granting defendants’ motionalmost in its entirety, dismissing 11 of the 16 counts and partially dismissing2 additional counts. Of the remaining counts, 2 are asserted against CWCAM foraiding and abetting breach of fiduciary duty and unjust enrichment. OnSeptember 19, 2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relatingto the August 20, 2019 dismissal order and on September 26, 2019, filed anamended complaint against CWCI and CWCAM attempting to address deficienciesrelating to certain of the claims dismissed by the August 20, 2019 order. CWCIand CWCAM filed its Motion to Dismiss the amended complaint on October 28,2019. The court heard argument on the Motion to Dismiss the amended complainton January 22, 2020 and on October 23, 2020, the court granted the motiondismissing the amended claims. On November 30, 2020, CWCapital Cobalt Vr Ltdfiled a notice of appeal relating to the October 23, 2020 dismissal order. OnApril 27, 2021, the First Department affirmed the dismissal as to claimsagainst CWCAM that were part of the August 20, 2019 dismissal, but reversed thedismissal of two counts for breach of the Collateral Management Agreementagainst CWCI. CWCI sought leave to file an appeal of the decision. Theplaintiff also sought leave to appeal the dismissal of the claims againstCWCAM. Both requests for leave were denied by the First Department. On May 15,2020, CWCI and CWCAM filed a motion to renew its motion to dismiss as to 4 ofthe remaining counts (including the remaining two counts against CWCAM foraiding and abetting breach of fiduciary duty and unjust enrichment), based on adecision entered by Judge Failla in a trust instruction proceeding in the USDistrict Court for the Southern District of New York awarding summary judgmentin favor of CWCAM. On September 7, 2021, the court denied the motion to renew.CWCI and CWCAM filed a notice of appeal, which they perfected by the filing oftheir opening brief on July 1, 2022. On November 15, 2022, the First Departmentaffirmed the court’s denial of the motion to renew. On October 1, 2021, CWCIand CWCAM moved to reargue the denial of the motion to renew (or alternatively,the motion to dismiss) with respect to certain of Cobalt’s claims, including theremaining 2 claims against CWCAM, based on the First Department’s April 27,2021 decision. On March 24, 2022, the court denied the relief sought in themotion to reargue. CWCI and CWCAM have appealed the court’s decision on themotion to reargue and filed their opening brief on July 11, 2022. The appealwas dismissed as being nonappealable on August 30, 2022. CWCAM believes that ithas performed its obligations under the related pooling and servicingagreements in good faith and the remaining allegations in the New Complaint arewithout merit.

 

**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 for asset-backedsecurities and the related attestation reports on such assessments ofcompliance 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 materialinstance of noncompliance does not relate to KeyBank’s performance under anypooling and servicing agreement applicable to  the securitizationtransaction that is the subject 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) MaterialInstance 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

 

Thefollowing remediation procedures have been initiated by KeyBank: (i) theimpacted mortgage loans are currently in the process of being identified, (ii)investor contact has been initiated, (iii) corrective actions are beingconsidered and will be tracked and monitored by senior management, (iv)procedures will be reviewed and revised, if necessary, to include new trackingand action steps to prevent this situation from recurring in the future, and(v) training will be provided to the relevant staff members to prevent arecurrence.

 

**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, as depositor,Wells Fargo Bank, National Association, as master servicer, CWCapital AssetManagement LLC, as special servicer, Wilmington Trust, National Association, astrustee, and Wells Fargo Bank, National Association, as certificateadministrator, custodian and paying agent, relating to the CPTS 2019-CPTsecuritization transaction, pursuant to which the Century Plaza Towers MortgageLoan is serviced (filed as Exhibit 4.2 to the registrant's Current Report onForm 8-K filed on December 10, 2019 under SEC File No. 333-227446-08 andincorporated 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) Rule 13a-14(d)/15d-14(d) Certification.

 

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

 

33.1 Wells Fargo Bank, National Association, as CertificateAdministrator

 

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

 

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 Servicing FunctionParticipant

 

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 (from1/1/22 to 12/31/22) (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 1/1/22 to 12/31/22) (see Exhibit 33.8)

 

33.11 Wells Fargo Bank, National Association, asMaster Servicer under the JAX 2019-LIC securitization, pursuant to which the followingmortgage loans were serviced by such party: Jackson Park (from 1/1/22 to12/31/22) (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 (from1/1/22 to 12/31/22) (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 1/1/22 to 12/31/22) and National Anchored Retail Portfolio (from 1/1/22to 12/31/22) (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 1/1/22 to 12/31/22) and National Anchored Retail Portfolio (from1/1/22 to 12/31/22) (see Exhibit 33.8)

 

33.15 Wells Fargo Bank, National Association, asMaster Servicer under the MSC 2019-L3 securitization, pursuant to which the followingmortgage loans were serviced by such party: ILPT Industrial Portfolio (from1/1/22 to 12/31/22) (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 1/1/22 to 12/31/22) (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 1/1/22 to 12/31/22)

 

33.18  Situs Holdings, LLC, as Special Servicer under the JAX2019-LIC securitization, pursuant to which the following mortgage loans wereserviced by such party: Jackson Park (from 1/1/22 to 12/31/22)

 

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 1/1/22 to 12/31/22) and National Anchored Retail Portfolio (from 1/1/22to 12/31/22)

 

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 1/1/22 to12/31/22) (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 1/1/22 to 12/31/22) (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 1/1/22 to 12/31/22) (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 1/1/22to 12/31/22) (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 1/1/22 to 12/31/22) (see Exhibit 33.4)

 

33.25 Wells Fargo Bank, National Association, as Custodianunder the BANK 2019-BNK21 securitization, pursuant to which the followingmortgage loans were serviced by such party: Park Tower at Transbay (from 1/1/22to 12/31/22) and National Anchored Retail Portfolio (from 1/1/22 to 12/31/22)(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 1/1/22 to 12/31/22) and NationalAnchored Retail Portfolio (from 1/1/22 to 12/31/22) (see Exhibit 33.4)

 

33.27 Wells Fargo Bank, National Association, as Custodianunder the MSC 2019-L3 securitization, pursuant to which the following mortgageloans were serviced by such party: ILPT Industrial Portfolio (from 1/1/22 to12/31/22) (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 1/1/22 to 12/31/22) (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 1/1/22 to 12/31/22) (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 1/1/22 to 12/31/22) (see Exhibit 34.8)

 

34.11 Wells Fargo Bank, National Association, asMaster Servicer under the JAX 2019-LIC securitization, pursuant to which the followingmortgage loans were serviced by such party: Jackson Park (from 1/1/22 to12/31/22) (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 (from1/1/22 to 12/31/22) (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 1/1/22 to 12/31/22) and National Anchored Retail Portfolio (from 1/1/22to 12/31/22) (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 1/1/22 to 12/31/22) and National Anchored Retail Portfolio (from1/1/22 to 12/31/22) (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 1/1/22 to 12/31/22) (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 1/1/22 to 12/31/22) (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 1/1/22 to 12/31/22)

 

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 1/1/22 to 12/31/22)

 

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 1/1/22 to 12/31/22) and National Anchored Retail Portfolio (from 1/1/22to 12/31/22)

 

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 1/1/22 to12/31/22) (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 1/1/22 to 12/31/22) (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 1/1/22 to 12/31/22) (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 1/1/22to 12/31/22) (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 1/1/22 to 12/31/22) (see Exhibit 34.4)

 

34.25 Wells Fargo Bank, National Association, as Custodianunder the BANK 2019-BNK21 securitization, pursuant to which the followingmortgage loans were serviced by such party: Park Tower at Transbay (from 1/1/22to 12/31/22) and National Anchored Retail Portfolio (from 1/1/22 to 12/31/22)(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 1/1/22 to 12/31/22) and NationalAnchored Retail Portfolio (from 1/1/22 to 12/31/22) (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 (from1/1/22 to 12/31/22) (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 1/1/22 to 12/31/22) (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 1/1/22 to 12/31/22) (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 1/1/22to 12/31/22) (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 1/1/22 to 12/31/22) and National Anchored Retail Portfolio (from 1/1/22to 12/31/22) (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 1/1/22 to 12/31/22) (see Exhibit 35.5)

 

35.11 Situs Holdings, LLC, as Special Servicer underthe JAX 2019-LIC securitization, pursuant to which the following mortgage loanswere serviced by such party: Jackson Park (from 1/1/22 to 12/31/22)

 

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 1/1/22 to12/31/22) (see Exhibit 35.11)

 

35.13 Wells Fargo Bank, National Association, as Custodianunder the CPTS 2019-CPT securitization, pursuant to which the followingmortgage loans were serviced by such party: Century Plaza Towers (from 1/1/22to 12/31/22) (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 1/1/22 to 12/31/22) (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 1/1/22to 12/31/22) (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 1/1/22 to 12/31/22) (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 1/1/22 to 12/31/22) and National Anchored Retail Portfolio (from 1/1/22to 12/31/22) (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 1/1/22 to 12/31/22) and NationalAnchored Retail Portfolio (from 1/1/22 to 12/31/22) (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 (from1/1/22 to 12/31/22) (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 1/1/22 to 12/31/22) (see Exhibit35.4)

 

(99.1) Mortgage Loan Purchase Agreement, dated as of November21, 2019, between Morgan Stanley Capital I Inc. and Wells Fargo Bank, NationalAssociation (filed as Exhibit 99.1 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).

 

(99.2)Mortgage Loan Purchase Agreement, dated as of November21, 2019, between Morgan Stanley Capital I Inc. and Bank of America, NationalAssociation (filed as Exhibit 99.2 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).

 

(99.3)Mortgage Loan Purchase Agreement, dated as of November21, 2019, Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage CapitalHoldings LLC (filed as Exhibit 99.3 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).

 

(99.4)Co-Lender Agreement, dated as of October 21, 2019, byand between Deutsche Bank AG, New York Branch, as an initial Note A holder,Wells Fargo Bank, National Association, as an initial Note A holder, MorganStanley Bank, National Association, as an initial Note A holder, Deutsche BankAG, New York Branch, as initial Note B-1 holder, Morgan Stanley Bank, NationalAssociation, as initial Note B-2 holder, and Wells Fargo Bank, NationalAssociation, as initial Note B-3 holder, relating to the Century Plaza Towersloan combination (filed as Exhibit 99.4 to the registrant's Current Report onForm 8-K filed on December 10, 2019 under SEC File No. 333-227446-08 andincorporated by reference herein).

 

(99.5)Co-Lender Agreement, dated as of September 27, 2019, byand between Bank of America, N.A., as initial Note A-1 holder, initial Note A-3holder, initial Note A-5 holder, initial Note A-7 holder, initial Note A-9holder and initial note B-1 holder, 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 Jackson Park loan combination (filed as Exhibit 99.5 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).

 

(99.6)Agreement Between Note Holders, dated as of September16, 2019, by and between Bank of America, N.A., as initial Note A-1 holder,Bank of America, N.A., as initial Note A-2 holder, Bank of America, N.A., asinitial Note A-3 holder, Bank of America, N.A., as initial Note A-4 holder,Bank of America, N.A., as initial Note A-5 holder, Bank of America, N.A., asinitial Note A-6 holder, Bank of America, N.A., as initial Note A-7 holder,Bank of America, N.A., as initial Note A-8 holder, Bank of America, N.A., asinitial Note A-9 holder and Bank of America, N.A., as initial Note A-10 holder,relating to the Park Tower at Transbay loan combination (filed as Exhibit 99.6to 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).

 

(99.7)Intercreditor Agreement, dated as of November 15, 2019,by and between Morgan Stanley Bank, N.A., as initial Note A-1 holder andinitial Note A-2 holder; Morgan Stanley Mortgage Capital Holdings LLC, asinitial Note B-1-A holder, initial Note B-1-B holder, initial Note B-1-Cholder, and initial Note B-1-D holder; Bank of American, 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-C holder, and initial Note B-2-Dholder; and UBS AG, New York Branch, as initial Note A-5 holder, initial NoteA-6 holder, initial Note A-7 holder, initial Note A-8 holder, initial NoteB-3-A holder, initial Note B-3-B holder, initial Note B-3-C holder, and initialNote B-3-D holder, relating to the ILPT Industrial Portfolio loan combination(filed as Exhibit 99.7 to the registrant's Current Report on Form 8-K filed onDecember 10, 2019 under SEC File No. 333-227446-08 and incorporated byreference herein).

 

(99.8)Agreement Between Note Holders, dated as of November15, 2019, by and between Wells Fargo Bank, National Association, as initialNote A-1 holder, and Wells Fargo Bank, National Association, as initial NoteA-2 holder, relating to the 360 North Crescent Drive loan combination (filed asExhibit 99.8 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).

 

(99.9)Agreement Between Note Holders, dated as of November13, 2019, by and between Bank of America, N.A., as initial Note A-1 holder, andBank of America, N.A., as initial Note A-2 holder, relating to the SacramentoOffice Portfolio loan combination (filed as Exhibit 99.9 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).

 

(99.10)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, asinitial Note A-3 holder, and Morgan Stanley Mortgage Capital Holdings LLC, asinitial agent, relating to the National Anchored Retail Portfolio loancombination (filed as Exhibit 99.10 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).

 

(99.11)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. 333-227446-08 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 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, 2023