**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, 2019 OR**

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

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

 

 

 

**Commission file number:333-227446-08**

 

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

 

**BANK 2019-BNK23**

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

 

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

 

**Morgan Stanley Capital I Inc.**

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

 

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

 

**Wells Fargo Bank, NationalAssociation**

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

 

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

 

**Bank of America, National Association**

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

** **

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

 

**Morgan Stanley MortgageCapital Holdings LLC**

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

 

  

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

**38-4129053**

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

 

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

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

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

   

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

 

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

 

  NONE.

 

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

 

  Yes___ No X

 

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

 

  Yes___ No X

 

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

 

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

 

  YesX No ___

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 ofthis chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files).

 

  Notapplicable.

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (Section 229.405 of this chapter) is not contained herein, andwill not be contained, to the best of registrant's knowledge, in definitiveproxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K.

 

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

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

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

 

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

 

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

 

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

  

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

 

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

 

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

 

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

 

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

 

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

•   CWCapital Asset 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.

 

•   AEGON USA Realty Advisors, LLCis the special servicer under the JAX 2019-LIC trust and servicing agreement,pursuant to which the Jackson Park mortgage loan is serviced.  Because AEGONUSA Realty Advisors, LLC is not the BANK 2019-BNK23special servicer, is not affiliated with any sponsor and services only theJackson Park mortgage loan, which constitutes more than 5% but less than 10% ofthe mortgage pool, AEGON USA Realty Advisors, LLC, as JAX 2019-LIC special servicer, constitutes a reporting “servicingfunction participant” for purposes of Item 1122 of Regulation AB, as specifiedin the Instruction 3 to Item 1122, but does not constitute a reporting“servicer” for purposes of Item 1123 of Regulation AB, as specified in theInstruction to Item 1123.

 

•   Rialto Capital Advisors, LLCis the special servicer under the BANK 2019-BNK21 pooling and servicingagreement, pursuant to which the Park Tower at Transbay mortgage loan and theNational Anchored Retail Portfolio mortgage loan are serviced.  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.

 

•   Situs Holdings, LLC is the specialservicer with respect to the ILPT Industrial Portfolio mortgage loan under theMSC 2019-L3 pooling and servicing agreement.  Because Situs Holdings, LLCis not the BANK 2019-BNK23 special servicer, is not affiliated with any sponsorand services only the ILPT Industrial Portfolio mortgage loan, whichconstitutes more than 5% but less than 10% of the mortgage pool, SitusHoldings, LLC, as special servicer with respect to the ILPT IndustrialPortfolio mortgage loan, 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 specifiedin the Instruction 3 to Item 1122, and does not constitute a reporting“servicer” for purposes of Item 1123 of Regulation AB, as specified in theInstruction to Item 1123. 

 

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 Commercial Real Estate Services,Inc. and National Tax Search, LLC, in each case as a servicing functionparticipant in respect of the entire mortgage pool for the reporting period.

 

•   Wells Fargo Bank, NationalAssociation, as master servicer under the CPTS 2019-CPT trust and servicingagreement, pursuant to which the Century Plaza Towers mortgage loan isserviced, engaged the services of CoreLogic Commercial Real Estate Services,Inc. and National Tax Search, LLC, in each case as a servicing functionparticipant in respect of the Century Plaza Towers mortgage loan for thereporting 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, engagedthe services of CoreLogic Commercial Real Estate Services, Inc. and NationalTax Search, LLC, in each case as a servicing function participant in respect ofthe Jackson Park mortgage loan for the reporting period.

 

•   Wells Fargo Bank, National Association,as master servicer under the BANK 2019-BNK21 pooling and servicing agreement,pursuant to which the Park Tower at Transbay mortgage loan and the NationalAnchored Retail Portfolio  mortgage loan are serviced, engaged theservices of CoreLogic Commercial Real Estate Services, Inc. and National TaxSearch, LLC, in each case as a servicing function participant in respect of theJackson 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 Commercial Real Estate Services,Inc. and National Tax Search, LLC, in each case as a servicing functionparticipant in respect of the ILPT Industrial Portfolio mortgage loan for thereporting period.

 

 

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

 

| **PART II**  |                                                                                                                |
|-------------------|---------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                |
| **Item 5.**  | **Market for Registrant's Common  Equity, Related Stockholder Matters and Issuer Purchases of Equity  Securities.** |
|              | Omitted.                                                                                                            |
| **Item 6.**  | **Selected Financial Data.**                                                                                        |
|              | Omitted.                                                                                                            |
| **Item 7.**  | **Management's Discussion  and Analysis of Financial Condition and Results of Operations.**                         |
|              | Omitted.                                                                                                            |
| **Item 7A.** | **Quantitative and  Qualitative Disclosures About Market Risk.**                                                    |
|              | Omitted.                                                                                                            |
| **Item 8.**  | **Financial Statements and  Supplementary Data.**                                                                   |
|              | Omitted.                                                                                                            |
| **Item 9.**  | **Changes in and  Disagreements With Accountants on Accounting and Financial Disclosure.**                          |
|              | Omitted.                                                                                                            |
| **Item 9A.** | **Controls and Procedures.**                                                                                        |
|              | Omitted.                                                                                                            |
| **Item 9B.** | **Other Information.**                                                                                         |
|              | None.                                                                                                               |
|              |                                                                                                                |   |

 

| **PART III** |                                                                                                 |
|-------------------|------------------------------------------------------------------------------------------------------|
|              |                                                                                                 |
| **Item 10.** | **Directors, Executive  Officers and Corporate Governance.**                                         |
|              | Omitted.                                                                                             |
| **Item 11.** | **Executive Compensation.**                                                                          |
|              | Omitted.                                                                                             |
| **Item 12.** | **Security Ownership of  Certain Beneficial Owners and Management and Related Stockholder Matters.** |
|              | Omitted.                                                                                             |
| **Item 13.** | **Certain Relationships and  Related Transactions, and Director Independence.**                      |
|              | Omitted.                                                                                             |
| **Item 14.** | **Principal Accounting Fees  and Services.**                                                         |
|              | Omitted.                                                                                             |
|              |                                                                                                 |   |

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

**Item1112(b) of Regulation AB, Significant Obligor Financial Information.**

 

Notapplicable.

 

**Item1114(b)(2) of Regulation AB, Significant Enhancement Provider FinancialInformation.**

 

Noentity or group of affiliated entities provides any enhancement or othersupport for the certificates as described under Item 1114 (a) of Regulation AB.

 

**Item1115(b) of Regulation AB, Certain Derivatives Instruments (FinancialInformation).**

 

Noentity or group of affiliated entities provides any derivative instruments forthe certificates as described under Item 1115 of Regulation AB.

 

**Item1117 of Regulation AB, Legal Proceedings.**

 

Theregistrant knows of no legal proceeding pending against the sponsors,depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation AB, or otherparty 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 disclosed in the prospectus of the issuing entity filed in a424(b)(2) filing dated December 10, 2019, and other than as follows:

 

Beginningon June 18, 2014, a group of institutional investors filed civil complaints inthe Supreme Court of the State of New York, New York County, and later the U.S.District Court for the Southern District of New York, against Wells Fargo Bank,N.A., (“Wells Fargo Bank”) in its capacity as trustee for certain residentialmortgage backed securities (“RMBS”) trusts. The complaints against Wells FargoBank alleged that the trustee caused losses to investors and asserted causes ofaction based upon, among other things, the trustee's alleged failure to: (i)notify and enforce repurchase obligations of mortgage loan sellers forpurported breaches of representations and warranties, (ii) notify investors ofalleged events of default, and (iii) abide by appropriate standards of carefollowing alleged events of default. Relief sought included money damages in anunspecified amount, reimbursement of expenses, and equitable relief. InNovember 2018, Wells Fargo Bank reached an agreement, in which it denied anywrongdoing, to resolve such claims on a classwide basis for the 271 RMBS trustsat issue. On May 6, 2019, the court entered an order approving the settlementagreement. Separate lawsuits against Wells Fargo Bank making similarallegations filed by certain other institutional investors concerning severalRMBS trusts in New York federal and state court are not covered by theagreement. With respect to such litigations, Wells Fargo Bank believesplaintiffs' claims are without merit and intends to contest the claimsvigorously, but there can be no assurances as to the outcome of the litigationsor the possible impact of the litigations on Wells Fargo Bank or the RMBStrusts.

 

On December 17, 2015, U.S. Bank National Association,the trustee under five pooling and servicing agreements for (i) Wachovia BankCommercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2,(iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC CommercialMortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenceda proceeding with the Second Judicial District Court of Ramsey County,Minnesota (the “State Court”) for a declaratory judgment as to the properallocation of certain proceeds in the alleged amount of $560 million (“DisputedProceeds”) received by CWCAM in connection with the sale of the Peter CooperVillage and Stuyvesant Town property in New York, New York securing loans heldby those trusts. CWCAM was the special servicer of such property. The petitionrequests the State Court to instruct the trustee, the trust beneficiaries, andany other interested parties as to the amount of the Disputed Proceeds, if any,that constitute penalty interest and/or the amount of the Disputed Proceeds, ifany, that constitute gain-on-sale proceeds, with respect to each trust. OnFebruary 24, 2016, CWCAM made a limited appearance with the State Court to filea motion to dismiss this proceeding based on lack of jurisdiction, mootness,standing and forum non conveniens. On July 19, 2016, the State Court deniedCWCAM’s motion to dismiss. On July 22, 2016, the action was removed to federalcourt in Minnesota (“Federal Court”). On October 21, 2016, the Federal Courtheld a hearing on the motion to transfer the action to the United StatesDistrict Court for the Southern District of New York (“SDNY Court”), a motionto remand to state court and a motion to hear CWCAM’s request forreconsideration of the motion to dismiss. On March 14, 2017, the 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 to the proceedingare engaging in dispositive motion practice. There can be no assurances as topossible impact on CWCAM of these rulings and the transfer to the SDNY Court.However, CWCAM believes that it has performed its obligations under the relatedpooling and servicing agreements in good faith, and that the Disputed Proceedswere properly allocated to CWCAM as penalty interest, and it intends tovigorously contest any claim that such Disputed Proceeds were improperlyallocated as penalty interest.

 

On March 31, 2016, RAIT Preferred Funding II LTD.(“RAIT Preferred Funding”) commenced a complaint (“RAIT Complaint”) with theSupreme Court of the State of New York, County of New York (the “RAIT Court”),claiming it owns $18,500,000 of a mortgage loan secured by the development ofthe One Congress Street Property in Boston, Massachusetts (the “Loan”) andseeking (a) a declaratory judgment stating that RAIT Preferred Funding is thedirecting lender under a co-lender agreement dated March 28, 2007 and a poolingand servicing agreement dated March 1, 2007 (collectively, the “OperativeAgreements”) and was the directing lender at the time of the impropermodification of the Loan, (b) a declaratory judgment stating that RAITPreferred Funding has the right to terminate the special servicer, (c) monetarydamages for the value of the bonds and fees paid to CWCAM as the specialservicer of the Loan and (d) other things.  On May 17, 2016, CWCAM filed amotion to dismiss the RAIT Complaint (“Motion to Dismiss”) stating that theRAIT Complaint did not state a claim and the essential facts of the RAITComplaint are negated by affidavits and evidentiary materials submitted withthe RAIT Complaint.  On June 14, 2016, RAIT Preferred Funding filed aMemorandum of Law in Opposition to the Motion to Dismiss (“Opposition”) statingthat the claims in the RAIT Complaint were properly stated.  On June 30,2016, CWCAM filed a reply in support of the Motion to Dismiss and in responseto the Opposition, stating that each of CWCAM’s arguments is supported by theexpress language of the agreements between the parties, the documentaryevidence and New York case law.  On September 30, 2016, RAIT PreferredFunding and CWCAM entered into a confidential Settlement Agreement (the “2016Settlement”), which provides for a stay of the RAIT Preferred Fundinglitigation (the “Litigation Stay”) through August 25, 2017.  Pursuant tothe terms of the 2016 Settlement, upon satisfaction of a term of the 2016Settlement by August 25, 2017 (or such later date agreed to by the parties),the RAIT Preferred Funding litigation will be dismissed, with prejudice. On May 19, 2017 the Borrower repaid the Loan in accordance with the terms ofthe notes and satisfied the condition to dismissal with prejudice.  RAIThas refused to dismiss the case and is claiming that the B Note should be paidin full.  CWCAM believes that it has performed its obligations under theOperative Agreements in good faith, and that the action should be dismissedwith prejudice.  On August 29, 2017, the RAIT Court granted leave to RAITPreferred Funding to amend its complaint.  On September 20, 2017, RAITPreferred Funding filed an Amended Complaint (the “RAIT Amended Complaint”),which omits its original claims, adds Wells Fargo Bank as a defendant, andseeks (a) specific performance requiring repayment of the $18,500,000 principalamount of the B Note or, in the alternative, monetary damages, including the$18,500,000 principal amount of the B Note, in an amount to be determined attrial, (b) monetary damages on any fees paid to CWCAM as special servicer orWells Fargo Bank as master servicer in connection with the borrower’s repaymentof the Loan, (c) a declaratory judgment that RAIT Preferred Funding is entitledto recover the full $18,500,000 principal amount of the B Note, (d) punitivedamages against CWCAM, and (e) other things.  On October 11, 2017, CWCAMfiled a motion to dismiss the RAIT Amended Complaint (“CWCAM Motion to DismissAmended Complaint”) stating that the RAIT Amended Complaint did not state aclaim and the essential facts of the RAIT Amended Complaint are negated by theOperative Agreements and other admissible evidentiary materials.  OnNovember 13, 2017, Wells Fargo Bank filed a motion to dismiss the RAIT AmendedComplaint (the “Wells Fargo Motion to Dismiss Amended Complaint”) and joinedthe CWCAM Motion to Dismiss Amended Complaint.  On January 29, 2018, thecourt dismissed all claims but for breach of contract and discovery hascommenced.  CWCAM filed a Motion for Summary Judgement on March 18, 2019. This matter was settled and the case dismissed on May 15, 2019.

 

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. CWCAM believes that it has performed its obligations under the relatedpooling and servicing agreements in good faith and the remaining allegations inthe New Complaint are without merit. CWCAM intends to vigorously contest eachof the remaining claims.

 

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

 

Theinformation regarding this Item has been disclosed in the prospectus of theissuing entity 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.

 

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

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

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

 

(a) Exhibits.

 

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

 

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

 

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

 

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

 

(4.5)Poolingand Servicing Agreement, dated as of November 1, 2019, between Morgan StanleyCapital I Inc., as depositor, Wells Fargo Bank, National Association, as masterservicer, LNR Partners, LLC, as general special servicer, Situs Holdings, LLC,as ILPT Industrial Portfolio special servicer, Wells Fargo Bank, NationalAssociation, as certificate administrator, Wilmington Trust, NationalAssociation, as trustee, and Park Bridge Lender Services LLC, as operatingadvisor and asset representations reviewer, relating to the MSC 2019-L3securitization transaction, pursuant to which the ILPT Industrial Portfolio MortgageLoan is serviced (filed as Exhibit 4.5 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).

 

(31) Rule13a-14(d)/15d-14(d) Certification.

 

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

 

33.1 Wells Fargo Bank, National Association, as CertificateAdministrator

 

33.2 Wells Fargo Bank, National Association, as Custodian

 

33.3  WellsFargo Bank, National Association, as Master Servicer

 

33.4 KeyBank National Association, as Special Servicer

 

33.5 Park Bridge Lender Services LLC, as Operating Advisor

 

33.6 CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant

 

33.7 National Tax Search, LLC, as Servicing FunctionParticipant

 

33.8 Wells Fargo Bank, National Association, as MasterServicer under the CPTS 2019-CPT securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Century Plaza Towers(from 12/10/19 to 12/31/19) (see Exhibit 33.3)

 

33.9 CoreLogic Commercial Real Estate Services, Inc., as ServicingFunction Participant under the CPTS 2019-CPT securitization, pursuant to whichthe following mortgage loans were serviced by such party: Century Plaza Towers(from 12/10/19 to 12/31/19) (see Exhibit 33.6)

 

33.10 National Tax Search, LLC, as Servicing FunctionParticipant under the CPTS 2019-CPT securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Century Plaza Towers(from 12/10/19 to 12/31/19) (see Exhibit 33.7)

 

33.11 Wells Fargo Bank, National Association, as MasterServicer under the JAX 2019-LIC securitization, pursuant to which the followingmortgage loans were serviced by such party: Jackson Park (from 12/10/19 to12/31/19) (see Exhibit 33.3)

 

33.12 CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the JAX 2019-LIC securitization, pursuantto which the following mortgage loans were serviced by such party: Jackson Park(from 12/10/19 to 12/31/19) (see Exhibit 33.6)

 

33.13 National Tax Search, LLC, as Servicing FunctionParticipant under the JAX 2019-LIC securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Jackson Park (from12/10/19 to 12/31/19) (see Exhibit 33.7)

 

33.14 Wells Fargo Bank, National Association, as MasterServicer under the BANK 2019-BNK21 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Tower at Transbay(from 12/10/19 to 12/31/19) and National Anchored Retail Portfolio (from12/10/19 to 12/31/19) (see Exhibit 33.3)

 

33.15 CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the BANK 2019-BNK21 securitization,pursuant to which the following mortgage loans were serviced by such party:Park Tower at Transbay (from 12/10/19 to 12/31/19) and National Anchored RetailPortfolio (from 12/10/19 to 12/31/19) (see Exhibit 33.6)

 

33.16 National Tax Search, LLC, as Servicing FunctionParticipant under the BANK 2019-BNK21 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Tower at Transbay(from 12/10/19 to 12/31/19) and National Anchored Retail Portfolio (from12/10/19 to 12/31/19) (see Exhibit 33.7)

 

33.17 Wells Fargo Bank, National Association, as MasterServicer under the MSC 2019-L3 securitization, pursuant to which the followingmortgage loans were serviced by such party: ILPT Industrial Portfolio (from12/10/19 to 12/31/19) (see Exhibit 33.3)

 

33.18 CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the MSC 2019-L3 securitization, pursuantto which the following mortgage loans were serviced by such party: ILPTIndustrial Portfolio (from 12/10/19 to 12/31/19) (see Exhibit 33.6)

 

33.19 National Tax Search, LLC, as Servicing FunctionParticipant under the MSC 2019-L3 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: ILPT Industrial Portfolio(from 12/10/19 to 12/31/19) (see Exhibit 33.7)

 

33.20 CWCapital Asset Management LLC, as Special Servicerunder the CPTS 2019-CPT securitization, pursuant to which the followingmortgage loans were serviced by such party: Century Plaza Towers (from 12/10/19to 12/31/19)

 

33.21  AEGONUSA Realty Advisors, LLC, as Special Servicer under the JAX 2019-LICsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: Jackson Park (from 12/10/19 to 12/31/19)

 

33.22 Rialto Capital Advisors, LLC, as Special Servicer underthe BANK 2019-BNK21 securitization, pursuant to which the following mortgageloans were serviced by such party: Park Tower at Transbay (from 12/10/19 to12/31/19) and National Anchored Retail Portfolio (from 12/10/19 to 12/31/19)

 

33.23 Situs Holdings, LLC, as Special Servicer under the MSC2019-L3 securitization, pursuant to which the following mortgage loans wereserviced by such party: ILPT Industrial Portfolio (from 12/10/19 to 12/31/19)

 

33.24 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 12/10/19to 12/31/19) (see Exhibit 33.2)

 

33.25 Wells Fargo Bank, National Association, as Custodianunder the JAX 2019-LIC securitization, pursuant to which the following mortgageloans were serviced by such party: Jackson Park (from 12/10/19 to 12/31/19)(see Exhibit 33.2)

 

33.26 Wells Fargo Bank, National Association, as Custodian underthe BANK 2019-BNK21 securitization, pursuant to which the following mortgageloans were serviced by such party: Park Tower at Transbay (from 12/10/19 to12/31/19) and National Anchored Retail Portfolio (from 12/10/19 to 12/31/19)(see Exhibit 33.2)

 

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 12/10/19 to12/31/19) (see Exhibit 33.2)

 

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

 

34.1 Wells Fargo Bank, National Association, as CertificateAdministrator

 

34.2 Wells Fargo Bank, National Association, as Custodian

 

34.3 Wells Fargo Bank, National Association, as MasterServicer

 

34.4 KeyBank National Association, as Special Servicer

 

34.5 Park Bridge Lender Services LLC, as Operating Advisor

 

34.6 CoreLogic Commercial Real Estate Services, Inc., as ServicingFunction Participant

 

34.7  NationalTax Search, LLC, as Servicing Function Participant

 

34.8 Wells Fargo Bank, National Association, as MasterServicer under the CPTS 2019-CPT securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Century Plaza Towers(from 12/10/19 to 12/31/19) (see Exhibit 34.3)

 

34.9 CoreLogic Commercial Real Estate Services, Inc., as ServicingFunction Participant under the CPTS 2019-CPT securitization, pursuant to whichthe following mortgage loans were serviced by such party: Century Plaza Towers(from 12/10/19 to 12/31/19) (see Exhibit 34.6)

 

34.10 National Tax Search, LLC, as Servicing FunctionParticipant under the CPTS 2019-CPT securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Century Plaza Towers(from 12/10/19 to 12/31/19) (see Exhibit 34.7)

 

34.11 Wells Fargo Bank, National Association, as MasterServicer under the JAX 2019-LIC securitization, pursuant to which the followingmortgage loans were serviced by such party: Jackson Park (from 12/10/19 to12/31/19) (see Exhibit 34.3)

 

34.12 CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the JAX 2019-LIC securitization, pursuant towhich the following mortgage loans were serviced by such party: Jackson Park(from 12/10/19 to 12/31/19) (see Exhibit 34.6)

 

34.13 National Tax Search, LLC, as Servicing FunctionParticipant under the JAX 2019-LIC securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Jackson Park (from12/10/19 to 12/31/19) (see Exhibit 34.7)

 

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: Park Tower at Transbay(from 12/10/19 to 12/31/19) and National Anchored Retail Portfolio (from12/10/19 to 12/31/19) (see Exhibit 34.3)

 

34.15 CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the BANK 2019-BNK21 securitization,pursuant to which the following mortgage loans were serviced by such party:Park Tower at Transbay (from 12/10/19 to 12/31/19) and National Anchored RetailPortfolio (from 12/10/19 to 12/31/19) (see Exhibit 34.6)

 

34.16 National Tax Search, LLC, as Servicing FunctionParticipant under the BANK 2019-BNK21 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Tower at Transbay(from 12/10/19 to 12/31/19) and National Anchored Retail Portfolio (from12/10/19 to 12/31/19) (see Exhibit 34.7)

 

34.17 Wells Fargo Bank, National Association, as MasterServicer under the MSC 2019-L3 securitization, pursuant to which the followingmortgage loans were serviced by such party: ILPT Industrial Portfolio (from12/10/19 to 12/31/19) (see Exhibit 34.3)

 

34.18 CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the MSC 2019-L3 securitization, pursuantto which the following mortgage loans were serviced by such party: ILPTIndustrial Portfolio (from 12/10/19 to 12/31/19) (see Exhibit 34.6)

 

34.19 National Tax Search, LLC, as Servicing FunctionParticipant under the MSC 2019-L3 securitization, pursuant to which the followingmortgage loans were serviced by such party: ILPT Industrial Portfolio (from12/10/19 to 12/31/19) (see Exhibit 34.7)

 

34.20 CWCapital Asset Management LLC, as Special Servicerunder the CPTS 2019-CPT securitization, pursuant to which the followingmortgage loans were serviced by such party: Century Plaza Towers (from 12/10/19to 12/31/19)

 

34.21 AEGON USA Realty Advisors, LLC, as Special Servicerunder the JAX 2019-LIC securitization, pursuant to which the following mortgageloans were serviced by such party: Jackson Park (from 12/10/19 to 12/31/19)

 

34.22 Rialto Capital Advisors, LLC, as Special Servicer underthe BANK 2019-BNK21 securitization, pursuant to which the following mortgageloans were serviced by such party: Park Tower at Transbay (from 12/10/19 to12/31/19) and National Anchored Retail Portfolio (from 12/10/19 to 12/31/19)

 

34.23 Situs Holdings, LLC, as Special Servicer under the MSC2019-L3 securitization, pursuant to which the following mortgage loans wereserviced by such party: ILPT Industrial Portfolio (from 12/10/19 to 12/31/19)

 

34.24 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 12/10/19to 12/31/19) (see Exhibit 34.2)

 

34.25 Wells Fargo Bank, National Association, as Custodianunder the JAX 2019-LIC securitization, pursuant to which the following mortgageloans were serviced by such party: Jackson Park (from 12/10/19 to 12/31/19)(see Exhibit 34.2)

 

34.26 Wells Fargo Bank, National Association, as Custodianunder the BANK 2019-BNK21 securitization, pursuant to which the followingmortgage loans were serviced by such party: Park Tower at Transbay (from12/10/19 to 12/31/19) and National Anchored Retail Portfolio (from 12/10/19 to12/31/19) (see Exhibit 34.2)

 

34.27 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 12/10/19 to12/31/19) (see Exhibit 34.2)

 

(35). Servicercompliance statement.

 

35.1 Wells Fargo Bank, National Association, as CertificateAdministrator

 

35.2 Wells Fargo Bank, National Association, as Custodian

 

35.3 WellsFargo Bank, National Association, as Master Servicer

 

35.4 KeyBank National Association, as Special Servicer

 

35.5 Wells Fargo Bank, National Association, as MasterServicer under the CPTS 2019-CPT securitization, pursuant to which the followingmortgage loans were serviced by such party: Century Plaza Towers (from 12/10/19to 12/31/19) (see Exhibit 35.3)

 

35.6 Wells Fargo Bank, National Association, as Master Servicerunder the JAX 2019-LIC securitization, pursuant to which the following mortgageloans were serviced by such party: Jackson Park (from 12/10/19 to 12/31/19)(see Exhibit 35.3)

 

35.7 Wells Fargo Bank, National Association, as MasterServicer under the BANK 2019-BNK21 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Tower at Transbay(from 12/10/19 to 12/31/19) and National Anchored Retail Portfolio (from12/10/19 to 12/31/19) (see Exhibit 35.3)

 

35.8 Wells Fargo Bank, National Association, as MasterServicer under the MSC 2019-L3 securitization, pursuant to which the followingmortgage loans were serviced by such party: ILPT Industrial Portfolio (from12/10/19 to 12/31/19) (see Exhibit 35.3)

 

35.9 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 12/10/19to 12/31/19) (see Exhibit 35.2)

 

35.10 Wells Fargo Bank, National Association, as Custodianunder the JAX 2019-LIC securitization, pursuant to which the following mortgageloans were serviced by such party: Jackson Park (from 12/10/19 to 12/31/19)(see Exhibit 35.2)

 

35.11 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 (from12/10/19 to 12/31/19) and National Anchored Retail Portfolio (from 12/10/19 to12/31/19) (see Exhibit 35.2)

 

35.12 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 12/10/19 to12/31/19) (see Exhibit 35.2)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(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, Director and President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 27, 2020