**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, 2018 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:333-227446-01**

 

**Central Index Key Number of the issuing entity:0001758882**

 

**Morgan Stanley Capital ITrust 2018-H4**

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

 

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

 

**Morgan Stanley Capital I Inc.**

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

 

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

 

**Morgan Stanley MortgageCapital Holdings LLC**

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

 

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

 

**Argentic Real Estate FinanceLLC**

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

 

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

 

**Starwood Mortgage Capital LLC**

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

 

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

 

**KeyBank National Association**

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

** **

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

 

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

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

 

| **New York**                                                        | **38-4096509  38-4096510  38-7206272**       |
|---------------------------------------------------------------------|----------------------------------------------|
| **(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:

 

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

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

The MSC 2018-H4 mortgage pool includes thefollowing mortgage loans, each of which is serviced pursuant to a separatepooling and servicing agreement (each, an “Outside Pooling and Servicing Agreement”):

 

•   the Aventura Mall mortgageloan, which is serviced pursuant to the AMT 2018-AVM trust and servicingagreement attached hereto as Exhibit 4.2;

 

•   the Sheraton Grand NashvilleDowntown mortgage loan and the Lakeside Pointe and Fox Club Apartments mortgageloan, which are serviced pursuant to the WFCM 2018-C48 pooling and servicingagreement attached hereto as Exhibit 4.3; and

  

•   the Fidelis Portfoliomortgage loan, which is serviced pursuant to the BBCMS 2018-C2 pooling andservicing agreement attached hereto as Exhibit 4.4.

 

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 AMT 2018-AVM trust and servicingagreement, pursuant to which the Aventura Mall mortgage loan is serviced. Because CWCapital Asset Management LLC is not the MSC 2018-H4 special servicer,is not affiliated with any sponsor and services only the Aventura Mall mortgageloan, which constitutes more than 5% but less than 10% of the mortgage pool,CWCapital Asset Management LLC, as AMT 2018-AVM special servicer, constitutes areporting “servicing function participant” for purposes of Item 1122 ofRegulation AB, as specified in the Instruction 3 to Item 1122, but does notconstitute a reporting “servicer” for purposes of Item 1123 of Regulation AB,as specified in the Instruction 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:

 

•   Midland Loan Services, a Division of PNC Bank, NationalAssociation, as master servicer, engaged the servicesof KeyBank National Association and Berkeley PointCapital LLC, in each case as a sub-servicer inrespect of the entire mortgage pool for the reporting period.

 

•   Wells Fargo Bank, NationalAssociation, as master servicer under the AMT 2018-AVM trust and servicingagreement, pursuant to which the Aventura Mall mortgage loan is serviced,engaged the services of CoreLogic Commercial Real Estate Services, Inc. andNational Tax Search, LLC, in each case as a servicing function participant inrespect of the Aventura Mall mortgage loan for the reporting period.

 

•   Wells Fargo Bank, NationalAssociation, as master servicer under the WFCM 2018-C44 pooling and servicingagreement, pursuant to which the Sheraton Grand Downton Nashville mortgage loanand the Lakeside Pointe & Fox Club Apartments mortgage loan are serviced,engaged the services of CoreLogic Commercial Real Estate Services, Inc. andNational Tax Search, LLC, in each case as a servicing function participant inrespect of the Sheraton Grand Downton Nashville mortgage loan and the LakesidePointe & Fox Club Apartments mortgage loan for the reporting period.

 

•   Wells Fargo Bank, NationalAssociation, as master servicer and special servicer under the BBCMS 2018-C2pooling and servicing agreement, pursuant to which the Fidelis Portfoliomortgage loan is serviced, engaged the services of CoreLogic Commercial RealEstate Services, Inc. and National Tax Search, LLC, in each case as a servicingfunction participant in respect of the Fidelis 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.**

 

No entityor group of affiliated entities provides any enhancement or other support forthe certificates as described under Item 1114 (a) of Regulation AB.

 

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

 

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

 

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

 

Theregistrant knows of no legal proceeding pending against the sponsors,depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation AB, orother party contemplated by Item 1100(d)(1) of Regulation AB, or of which anyproperty of the foregoing is the subject, that is material to security holders,other than as disclosed in the prospectus of the issuing entity filed in a424(b)(2) filing dated December 26, 2018, and other than as follows:

 

SinceJune 18, 2014, a group of institutional investors have filed civil complaintsin the Supreme Court of the State of New York, New York County, and later theU.S. District Court for the Southern District of New York against Wells FargoBank, N.A., (“Wells Fargo Bank”) in its capacity as trustee for certainresidential mortgage backed securities (“RMBS”) trusts. The complaints againstWells Fargo Bank alleged that the trustee caused losses to investors andasserted causes of action based upon, among other things, the trustee's allegedfailure to: (i) notify and enforce repurchase obligations of mortgage loansellers for purported breaches of representations and warranties, (ii) notifyinvestors of alleged events of default, and (iii) abide by appropriatestandards of care following alleged events of default. Relief sought includedmoney damages in an unspecified amount, reimbursement of expenses, andequitable relief. Wells Fargo Bank has reached an agreement, in which it deniesany wrongdoing, to resolve these claims on a classwide basis for the 271 RMBStrusts currently at issue. The settlement agreement is subject to courtapproval. Separate lawsuits against Wells Fargo Bank making similar allegationsfiled by certain other institutional investors concerning 57 RMBS trusts in NewYork federal and state court are not covered by the agreement. With respect tothe foregoing litigations, Wells Fargo Bank believes plaintiffs' claims arewithout merit and intends to contest the claims vigorously, but there can be noassurances as to the outcome of the litigations or the possible impact of thelitigations on Wells Fargo Bank or the RMBS trusts.

 

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 in the alleged amount of $560 million (“Disputed Proceeds”) receivedby CWCAM in connection with the sale of the Peter Cooper Village and StuyvesantTown property in New York, New York securing loans held by those trusts. CWCAM was the special servicer of such property.  The petition requeststhe State Court to instruct the trustee, the trust beneficiaries, and any otherinterested parties as to the amount of the Disputed Proceeds, if any, thatconstitute penalty interest and/or the amount of the Disputed Proceeds, if any,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 Courtdenied CWCAM’s motion to dismiss.  On July 22, 2016, the action was removedto federal court in Minnesota (“Federal Court”).  On October 21, 2016, theFederal Court held a hearing on the motion to transfer the action to the UnitedStates District Court for the Southern District of New York (“SDNY Court”), amotion to remand to state court and a motion to hear CWCAM’s request forreconsideration of the motion to dismiss.  On March 14, 2017, the FederalCourt reserved the determination on the motion to hear CWCAM’s request forreconsideration of the motion to dismiss, denied the motion to remand thematter to state court and granted the motion to transfer the proceeding to theSDNY Court.  All fact discovery was completed in December 2018 and expertdiscovery was completed on March 15, 2019.  There can be no assurances asto possible impact on CWCAM of these rulings and the transfer to the SDNYCourt.  Cross motions for judgment on the pleadings were filed but theSDNY Court was unable to decide the case based on the pleadings and the partiesare in the midst of discovery.  However, CWCAM believes that it hasperformed its obligations under the related pooling and servicing agreements ingood faith, and that the Disputed Proceeds were properly allocated to CWCAM aspenalty interest, and it intends to vigorously contest any claim that suchDisputed Proceeds were improperly allocated as penalty interest.

 

OnMarch 31, 2016, RAIT Preferred Funding II LTD. (“RAIT Preferred Funding”)commenced a complaint (“RAIT Complaint”) with the Supreme Court of the State ofNew York, County of New York (the “RAIT Court”), claiming it owns $18,500,000of a mortgage loan secured by the development of the One Congress StreetProperty in Boston, Massachusetts (the “Loan”) and seeking (a) a declaratoryjudgment stating that RAIT Preferred Funding is the directing lender under aco-lender agreement dated March 28, 2007 and a pooling and servicing agreementdated March 1, 2007 (collectively, the “Operative Agreements”) and was thedirecting lender at the time of the improper modification of the Loan, (b) a declaratoryjudgment stating that RAIT Preferred Funding has the right to terminate thespecial servicer, (c) monetary damages for the value of the bonds and fees paidto CWCAM as the special servicer of the Loan and (d) other things.  On May17, 2016, CWCAM filed a motion to dismiss the RAIT Complaint (“Motion toDismiss”) stating that the RAIT Complaint did not state a claim and theessential facts of the RAIT Complaint are negated by affidavits and evidentiarymaterials submitted with the RAIT Complaint.  On June 14, 2016, RAITPreferred Funding filed a Memorandum of Law in Opposition to the Motion toDismiss (“Opposition”) stating that the claims in the RAIT Complaint wereproperly stated.  On June 30, 2016, CWCAM filed a reply in support of theMotion to Dismiss and in response to the Opposition, stating that each ofCWCAM’s arguments is supported by the express language of the agreementsbetween the parties, the documentary evidence and New York case law.  OnSeptember 30, 2016, RAIT Preferred Funding and CWCAM entered into aconfidential Settlement Agreement (the “2016 Settlement”), which provides for astay of the RAIT Preferred Funding litigation (the “Litigation Stay”) throughAugust 25, 2017.  Pursuant to the terms of the 2016 Settlement, uponsatisfaction of a term of the 2016 Settlement by August 25, 2017 (or such laterdate agreed to by the parties), the RAIT Preferred Funding litigation will bedismissed, with prejudice.  On May 19, 2017 the Borrower repaid the Loanin accordance with the terms of the notes and satisfied the condition todismissal with prejudice.  RAIT has refused to dismiss the case and isclaiming that the B Note should be paid in full.  CWCAM believes that ithas performed its obligations under the Operative Agreements in good faith, andthat the action should be dismissed with prejudice.  On August 29, 2017,the RAIT Court granted leave to RAIT Preferred Funding to amend itscomplaint.  On September 20, 2017, RAIT Preferred Funding filed an AmendedComplaint (the “RAIT Amended Complaint”), which omits its original claims, addsWells Fargo Bank as a defendant, and seeks (a) specific performance requiringrepayment of the $18,500,000 principal amount of the B Note or, in thealternative, monetary damages, including the $18,500,000 principal amount ofthe B Note, in an amount to be determined at trial, (b) monetary damages on anyfees paid to CWCAM as special servicer or Wells Fargo Bank as master servicerin connection with the borrower’s repayment of the Loan, (c) a declaratory judgmentthat RAIT Preferred Funding is entitled to recover the full $18,500,000principal amount of the B Note, (d) punitive damages against CWCAM, and (e)other things.  On October 11, 2017, CWCAM filed a motion to dismiss theRAIT Amended Complaint (“CWCAM Motion to Dismiss Amended Complaint”) statingthat the RAIT Amended Complaint did not state a claim and the essential factsof the RAIT Amended Complaint are negated by the Operative Agreements and otheradmissible evidentiary materials.  On November 13, 2017, Wells Fargo Bankfiled a motion to dismiss the RAIT Amended Complaint (the “Wells Fargo Motionto Dismiss Amended Complaint”) and joined the CWCAM Motion to Dismiss AmendedComplaint.  On January 29, 2018, the court dismissed all claims but forbreach of contract and discovery has commenced.  CWCAM filed a Motion forSummary Judgement on March 18, 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, CWCapitalCobalt Vr Ltd. filed a substantially similar complaint in the Supreme Court ofthe State of New York, County of New York styled as CWCapital Cobalt Vr Ltd. v.CWCapital Investments LLC, et al., Index No. 653277/2018 (the “NewComplaint”).  The gravamen of the New Complaint is the same as theprevious complaint filed in the United State District Court for the SouthernDistrict of New York.  In total there are 16 counts pled in the NewComplaint. Of those 16 counts, 4 claims were asserted against CWCAM for aidingand abetting breach of fiduciary duty, conversion and unjust enrichment, 1count seeks a declaratory judgement that the plaintiff has the right to enforcethe contracts in question and 1 count seeks an injunction requiring thedefendants to recognize the plaintiff as the directing holder for the trusts inquestion. The New Complaint and related summons were not served on thedefendants until July 13, 2018 and July 16, 2018.  The plaintiff’s motionfor a preliminary injunction was denied by the court on July 31, 2018.  OnAugust 3, 2018, the defendants, including CWCAM, filed a motion to dismiss theNew Complaint in its entirety, which has not been decided. CWCAM believes thatit has performed its obligations under the related pooling and servicingagreements in good faith and the allegations in the New Complaint are withoutmerit.  CWCAM intends to vigorously contest each of the claims.

 

OnFebruary 23, 2016, a certificateholder of the J.P. Morgan Chase CommercialMortgage Securities Trust, Series 2007-CIBC18 (the “CIBC18 Trust”) filed suitin the Supreme Court of New York, County of New York, against KeyBank NationalAssociation and Berkadia Commercial Mortgage LLC (collectively, the “CIBC18Servicers”).  The suit was filed derivatively on behalf of the CIBC18Trust.  The action was brought in connection with the CIBC18 Servicers’determination of the fair value of a loan, secured by the Bryant Park Hotel inNew York City, held by the CIBC18 Trust and sold to an assignee of the CIBC18Trust’s directing certificateholder, pursuant to an exercise of the fair valueoption set forth in the pooling and servicing agreement governing the CIBC18Trust.  There can be no assurances as to the outcome of the action or thepossible impact of the litigation on the CIBC18 Servicers.  Both CIBC18Servicers deny liability, believe that they performed their obligations inaccordance with the terms of the pooling and servicing agreement applicable tothe CIBC18 Trust, and have contested the claims asserted against them, filing amotion to dismiss the case.  On November 28, 2016, the motion to dismisswas granted.  The plaintiff certificateholder filed an appeal, and theappeal is pending. In the first quarter of 2018, the case was fully dismissedand is no longer pending.

 

**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 26, 2018.

 

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

 

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

 

Thereport on assessment of compliance with applicable servicing criteria furnishedpursuant to Item 1122 of Regulation AB by Midland Loan Services, a Division ofPNC Bank National Association discloses that a material instance ofnoncompliance occurred, as described below:

 

MaterialInstance of Noncompliance

 

In certain instances, the Schedule AL Files (Item 1125of Regulation AB) were not reported in accordance with the terms specified inthe transaction agreements, in conflict with Item 1122(d)(3)(i): “Reports toinvestors, including those to be filed with the Commission, are maintained inaccordance with the transaction agreements and applicable Commissionrequirements. Specifically, such reports: (A) Are prepared in accordance withtimeframes and other terms set forth in the transaction agreements”.  Thenoncompliance consisted of omitted or inaccurately reported numbers due to thefollowing: (1) the initial setup files contained information at the assetlevel, and Midland was required to manually compile the information to presentit at the loan level as required by Schedule AL; and (2) certain reportingrequirements required manual processing by Midland, including the use ofvarious data computation formulas, quality control checks and analysis.

 

The identified instances did not involve the servicingof assets included in this securitization.

 

StepsTaken to Remedy the Material Instance of Noncompliance

 

Midland is currently remediating the Schedule AL reportingfor the CMBS transactions found to be incorrect, and will be makingimprovements to its systems, processes and procedures to support its ScheduleAL reporting obligations.

 

Thereport on assessment of compliance with applicable servicing criteria furnishedpursuant to Item 1122 of Regulation AB by CWCapital Asset Management LLC(“CWCAM”) discloses that a material instance of noncompliance occurred, asdescribed below:

 

MaterialInstance of Noncompliance:

 

1122(d)(2)(vii): “Reconciliations are prepared on amonthly basis for all asset-backed securities related bank accounts, includingcustodial accounts and related bank clearing accounts. These reconciliations:(A) are mathematically accurate; (B) are prepared within 30 calendar days afterthe bank statement cutoff date, or such other number of days specified in thetransaction agreements; (C) are reviewed and approved by someone other than theperson who prepared the reconciling items; and (D) contain explanations forreconciling items. These reconciling items are resolved within 90 calendar daysof their original identification, or such other number of days specified in thetransaction agreements.”

 

The instance of material noncompliance, for thereporting period included a failure to complete the required bankreconciliations within 30 calendar days after the bank statement cutoffdate.  In five of the twelve months related to the reporting period, therequired reconciliations were not completed within the 30 calendar daysrequirement as follows:

 

February 2018: bank reconciliations wereprepared on June 22, 2018

 

March 2018: bank reconciliations wereprepared on May 1, 2018

 

September 2018: bank reconciliations wereprepared on November 6, 2018

 

November 2018: bank reconciliations were preparedon February 19, 2019

 

December 2018: bank reconciliations wereprepared on February 6, 2019

 

The identified instances did not involve the servicingof assets included in this securitization.

 

StepsTaken to Remedy the Material Instance of Noncompliance

 

In response to the lack of adherence to company policyand procedures, CWCAM’s Compliance Committee reviewed the reasons fornoncompliance and added two additional procedures to supplement its existingprocedures:

 

1) the accounting department has added the completionof bank account reconciliations within 30 calendar days to its monthly closingchecklist, which is reviewed and signed off by a CWCAM officer; and

 

2) the Chief Financial Officer has set up a monthlyelectronic reminder requiring that the completed bank reconciliations beforwarded to the CFO for an additional layer of review.

 

**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, 2018, between Morgan Stanley CapitalI Inc., as depositor, Midland Loan Services, a Division of PNC Bank, NationalAssociation, as master servicer, LNR Partners, LLC, as special servicer, WellsFargo Bank, National Association, as certificate administrator and trustee, andPark Bridge Lender Services LLC, as operating advisor and as assetrepresentations reviewer (filed as Exhibit 4.1 to the registrant's CurrentReport on Form 8-K/A filed on February 8, 2019 under SEC File No. 333-227446-01and incorporated by reference herein).

 

(4.2)Trustand Servicing Agreement, dated as of June 29, 2018, between J.P. Morgan ChaseCommercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, NationalAssociation, as servicer, CWCapital Asset Management LLC, as special servicer,Park Bridge Lender Services LLC, as operating advisor, Wells Fargo Bank,National Association, as certificate administrator, and Wilmington Trust,National Association, as trustee, relating to the Aventura Mall Trust 2018-AVMsecuritization transaction, pursuant to which the Aventura Mall Mortgage Loanis serviced (filed as Exhibit 4.2 to the registrant's Current Report on Form8-K filed on December 26, 2018 under SEC File No. 333-227446-01 andincorporated by reference herein).

 

(4.3)Poolingand Servicing Agreement, dated as of December 1, 2018, between Wells FargoCommercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, NationalAssociation, as master servicer, LNR Partners, LLC, as special servicer, WellsFargo Bank, National Association, as certificate administrator, WilmingtonTrust, National Association, as trustee, and Pentalpha Surveillance LLC, asoperating advisor and as asset representations reviewer, relating to the WFCM2018-C48 securitization transaction, pursuant to which the Sheraton GrandNashville Downtown Mortgage Loan and the Lakeside Pointe & Fox ClubApartments Mortgage Loan are serviced (filed as Exhibit 4.3 to the registrant'sCurrent Report on Form 8-K filed on December 26, 2018 under SEC File No.333-227446-01 and incorporated by reference herein).

 

(4.4)Poolingand Servicing Agreement, dated as of December 1, 2018, Barclays CommercialMortgage Securities LLC, as depositor, Wells Fargo Bank, National Association,as master servicer, LNR Partners, LLC, 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, relating to the BBCMS 2018-C2securitization transaction, pursuant to which the Fidelis Portfolio MortgageLoan is serviced  (filed as Exhibit 4.4 to the registrant's Current Reporton Form 8-K filed on December 26, 2018 under SEC File No. 333-227446-01 andincorporated by reference herein).

 

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

 

(33)  Reports on assessment of compliance with servicing criteria forasset-backed securities.

33.1  Wells Fargo Bank, National Association, as CertificateAdministrator

33.2  Wells Fargo Bank, National Association, as Custodian

33.3  Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Master Servicer

33.4  LNR Partners, LLC, as Special Servicer

33.5  Park Bridge Lender Services LLC, as Operating Advisor

33.6  KeyBank National Association, as Primary Servicer

33.7  Berkeley Point Capital LLC, as Primary Servicer

33.8  Wells Fargo Bank, National Association, as MasterServicer under the AMT 2018-AVM securitization, pursuant to which the followingmortgage loans were serviced by such party: Aventura Mall (from 12/27/18 to12/31/18)

33.9  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the AMT 2018-AVM securitization, pursuantto which the following mortgage loans were serviced by such party: AventuraMall (from 12/27/18 to 12/31/18)

33.10  National Tax Search, LLC, as Servicing Function Participantunder the AMT 2018-AVM securitization, pursuant to which the following mortgageloans were serviced by such party: Aventura Mall (from 12/27/18 to 12/31/18)

33.11  Wells Fargo Bank, National Association, as Master Servicerunder the WFCM 2018-C48 securitization, pursuant to which the followingmortgage loans were serviced by such party: Sheraton Grand Nashville Downtown(from 12/27/18 to 12/31/18) and Lakeside Pointe & Fox Club Apartments (from12/27/18 to 12/31/18) (see Exhibit 33.8) 

33.12  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the WFCM 2018-C48 securitization, pursuantto which the following mortgage loans were serviced by such party: SheratonGrand Nashville Downtown (from 12/27/18 to 12/31/18) and Lakeside Pointe &Fox Club Apartments (from 12/27/18 to 12/31/18) (see Exhibit 33.9) 

33.13  National Tax Search, LLC, as Servicing FunctionParticipant under the WFCM 2018-C48 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Sheraton Grand NashvilleDowntown (from 12/27/18 to 12/31/18) and Lakeside Pointe & Fox ClubApartments (from 12/27/18 to 12/31/18) (see Exhibit 33.10) 

33.14  Wells Fargo Bank, National Association, as MasterServicer under the BBCMS 2018-C2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Fidelis Portfolio (from 12/27/18to 12/31/18) (see Exhibit 33.8) 

33.15  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the BBCMS 2018-C2 securitization, pursuantto which the following mortgage loans were serviced by such party: FidelisPortfolio (from 12/27/18 to 12/31/18) (see Exhibit 33.9) 

33.16  National Tax Search, LLC, as Servicing FunctionParticipant under the BBCMS 2018-C2 securitization, pursuant to which the followingmortgage loans were serviced by such party: Fidelis Portfolio (from 12/27/18 to12/31/18) (see Exhibit 33.10) 

33.17  CWCapital Asset Management LLC, as Special Servicerunder the AMT 2018-AVM securitization, pursuant to which the following mortgageloans were serviced by such party: Aventura Mall (from 12/27/18 to 12/31/18)

33.18  LNR Partners, LLC, as Special Servicer under the WFCM 2018-C48securitization, pursuant to which the following mortgage loans were serviced bysuch party: Sheraton Grand Nashville Downtown (from 12/27/18 to 12/31/18) andLakeside Pointe & Fox Club Apartments (from 12/27/18 to 12/31/18) (seeExhibit 33.4) 

33.19  LNR Partners, LLC, as Special Servicer under the BBCMS2018-C2 securitization, pursuant to which the following mortgage loans wereserviced by such party: Fidelis Portfolio (from 12/27/18 to 12/31/18) (seeExhibit 33.4) 

33.20  Wells Fargo Bank, National Association, as Custodianunder the AMT 2018-AVM securitization, pursuant to which the following mortgageloans were serviced by such party: Aventura Mall (from 12/27/18 to 12/31/18) (seeExhibit 33.2) 

33.21  Wells Fargo Bank, National Association, as Custodianunder the WFCM 2018-C48 securitization, pursuant to which the followingmortgage loans were serviced by such party: Sheraton Grand Nashville Downtown(from 12/27/18 to 12/31/18) and Lakeside Pointe & Fox Club Apartments (from12/27/18 to 12/31/18) (see Exhibit 33.2) 

33.22  Wells Fargo Bank, National Association, as Custodianunder the BBCMS 2018-C2 securitization, pursuant to which the followingmortgage loans were serviced by such party: Fidelis Portfolio (from 12/27/18 to12/31/18) (see Exhibit 33.2) 

 

(34). Attestation reports on assessment ofcompliance with servicing criteria for asset-backed securities.

34.1  Wells Fargo Bank, National Association, as CertificateAdministrator

34.2  Wells Fargo Bank, National Association, as Custodian

34.3  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

34.4  LNR Partners, LLC, as Special Servicer

34.5  Park Bridge Lender Services LLC, as Operating Advisor

34.6  KeyBank National Association, as Primary Servicer

34.7  Berkeley Point Capital LLC, as Primary Servicer

34.8  Wells Fargo Bank, National Association, as MasterServicer under the AMT 2018-AVM securitization, pursuant to which the followingmortgage loans were serviced by such party: Aventura Mall (from 12/27/18 to12/31/18)

34.9  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the AMT 2018-AVM securitization, pursuantto which the following mortgage loans were serviced by such party: AventuraMall (from 12/27/18 to 12/31/18)

34.10  National Tax Search, LLC, as Servicing FunctionParticipant under the AMT 2018-AVM securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Aventura Mall (from12/27/18 to 12/31/18)

34.11  Wells Fargo Bank, National Association, as MasterServicer under the WFCM 2018-C48 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Sheraton Grand NashvilleDowntown (from 12/27/18 to 12/31/18) and Lakeside Pointe & Fox Club Apartments(from 12/27/18 to 12/31/18) (see Exhibit 34.8) 

34.12  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the WFCM 2018-C48 securitization, pursuantto which the following mortgage loans were serviced by such party: SheratonGrand Nashville Downtown (from 12/27/18 to 12/31/18) and Lakeside Pointe &Fox Club Apartments (from 12/27/18 to 12/31/18) (see Exhibit 34.9) 

34.13  National Tax Search, LLC, as Servicing FunctionParticipant under the WFCM 2018-C48 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Sheraton Grand NashvilleDowntown (from 12/27/18 to 12/31/18) and Lakeside Pointe & Fox Club Apartments(from 12/27/18 to 12/31/18) (see Exhibit 34.10) 

34.14  Wells Fargo Bank, National Association, as MasterServicer under the BBCMS 2018-C2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Fidelis Portfolio (from12/27/18 to 12/31/18) (see Exhibit 34.8) 

34.15  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the BBCMS 2018-C2 securitization, pursuantto which the following mortgage loans were serviced by such party: FidelisPortfolio (from 12/27/18 to 12/31/18) (see Exhibit 34.9) 

34.16  National Tax Search, LLC, as Servicing FunctionParticipant under the BBCMS 2018-C2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Fidelis Portfolio (from12/27/18 to 12/31/18) (see Exhibit 34.10) 

34.17  CWCapital Asset Management LLC, as Special Servicerunder the AMT 2018-AVM securitization, pursuant to which the following mortgageloans were serviced by such party: Aventura Mall (from 12/27/18 to 12/31/18)

34.18  LNR Partners, LLC, as Special Servicer under the WFCM2018-C48 securitization, pursuant to which the following mortgage loans wereserviced by such party: Sheraton Grand Nashville Downtown (from 12/27/18 to12/31/18) and Lakeside Pointe & Fox Club Apartments (from 12/27/18 to12/31/18) (see Exhibit 34.4) 

34.19  LNR Partners, LLC, as Special Servicer under the BBCMS2018-C2 securitization, pursuant to which the following mortgage loans wereserviced by such party: Fidelis Portfolio (from 12/27/18 to 12/31/18) (seeExhibit 34.4) 

34.20  Wells Fargo Bank, National Association, as Custodianunder the AMT 2018-AVM securitization, pursuant to which the following mortgageloans were serviced by such party: Aventura Mall (from 12/27/18 to 12/31/18)(see Exhibit 34.2) 

34.21  Wells Fargo Bank, National Association, as Custodianunder the WFCM 2018-C48 securitization, pursuant to which the followingmortgage loans were serviced by such party: Sheraton Grand Nashville Downtown(from 12/27/18 to 12/31/18) and Lakeside Pointe & Fox Club Apartments (from12/27/18 to 12/31/18) (see Exhibit 34.2) 

34.22  Wells Fargo Bank, National Association, as Custodian underthe BBCMS 2018-C2 securitization, pursuant to which the following mortgageloans were serviced by such party: Fidelis Portfolio (from 12/27/18 to12/31/18) (see Exhibit 34.2) 

 

(35). Servicer compliance statement.

35.1  Wells Fargo Bank, National Association, as CertificateAdministrator

35.2  Wells Fargo Bank, National Association, as Custodian

35.3  Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Master Servicer

35.4  LNR Partners, LLC, as Special Servicer

35.5  KeyBank National Association, as Primary Servicer

35.6  Berkeley Point Capital LLC, as Primary Servicer

35.7  Wells Fargo Bank, National Association, as MasterServicer under the AMT 2018-AVM securitization, pursuant to which the followingmortgage loans were serviced by such party: Aventura Mall (from 12/27/18 to12/31/18)

35.8  Wells Fargo Bank, National Association, as MasterServicer under the WFCM 2018-C48 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Sheraton Grand NashvilleDowntown (from 12/27/18 to 12/31/18) and Lakeside Pointe & Fox ClubApartments (from 12/27/18 to 12/31/18)

35.9  Wells Fargo Bank, National Association, as MasterServicer under the BBCMS 2018-C2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Fidelis Portfolio (from12/27/18 to 12/31/18)

35.10  LNR Partners, LLC, as Special Servicer under the WFCM2018-C48 securitization, pursuant to which the following mortgage loans wereserviced by such party: Sheraton Grand Nashville Downtown (from 12/27/18 to12/31/18) and Lakeside Pointe & Fox Club Apartments (from 12/27/18 to12/31/18)

35.11  LNR Partners, LLC, as Special Servicer under theBBCMS 2018-C2 securitization, pursuant to which the following mortgage loanswere serviced by such party: Fidelis Portfolio (from 12/27/18 to 12/31/18)

35.12  Wells Fargo Bank, National Association, as Custodianunder the AMT 2018-AVM securitization, pursuant to which the following mortgageloans were serviced by such party: Aventura Mall (from 12/27/18 to 12/31/18)(see Exhibit 35.2) 

35.13  Wells Fargo Bank, National Association, as Custodianunder the WFCM 2018-C48 securitization, pursuant to which the followingmortgage loans were serviced by such party: Sheraton Grand Nashville Downtown(from 12/27/18 to 12/31/18) and Lakeside Pointe & Fox Club Apartments (from12/27/18 to 12/31/18) (see Exhibit 35.2) 

35.14  Wells Fargo Bank, National Association, as Custodianunder the BBCMS 2018-C2 securitization, pursuant to which the followingmortgage loans were serviced by such party: Fidelis Portfolio (from 12/27/18 to12/31/18) (see Exhibit 35.2) 

 

(99.1)MortgageLoan Purchase Agreement, dated December 14, 2018, between Morgan StanleyCapital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filed asExhibit 99.1 to the registrant's Current Report on Form 8-K/A filed on February8, 2019 under SEC File No. 333-227446-01 and incorporated by reference herein).

 

(99.2)MortgageLoan Purchase Agreement, dated December 14, 2018, between Morgan StanleyCapital I Inc. and Argentic Real Estate Finance LLC (filed as Exhibit 99.2 tothe registrant's Current Report on Form 8-K/A filed on February 8, 2019 underSEC File No. 333-227446-01 and incorporated by reference herein).

 

(99.3)MortgageLoan Purchase Agreement, dated December 14, 2018, between Morgan StanleyCapital I Inc. and Starwood Mortgage Capital LLC (filed as Exhibit 99.3 to theregistrant's Current Report on Form 8-K filed on December 26, 2018 under SECFile No. 333-227446-01 and incorporated by reference herein).

 

(99.4)MortgageLoan Purchase Agreement, dated December 14, 2018, between Morgan StanleyCapital I Inc. and KeyBank National Association (filed as Exhibit 99.4 to theregistrant's Current Report on Form 8-K/A filed on February 8, 2019 under SECFile No. 333-227446-01 and incorporated by reference herein).

 

(99.5)MortgageLoan Purchase Agreement, dated December 14, 2018, between Morgan StanleyCapital I Inc. and Cantor Commercial Real Estate Lending, L.P. (filed asExhibit 99.5 to the registrant's Current Report on Form 8-K filed on December26, 2018 under SEC File No. 333-227446-01 and incorporated by referenceherein).

 

(99.6)Co-lenderAgreement, dated as of June 7, 2018, by and among JPMorgan Chase Bank, NationalAssociation, as initial note A-1-A holder, initial note A-2-A-1 holder, initialnote A-2-A-2 holder, initial note A-2-A-3 holder, initial note A-2-A-4 holder,initial note A-2-A-5 holder and initial note B-1 holder, Deutsche Bank, AG, NewYork Branch, as initial note A-1-B holder, initial note A-2-B-1 holder, initialnote A-2-B-2 holder, initial note A-2-B-3 holder, initial note A-2-B-4 holder,initial note A-2-B-5 holder and initial note B-2 holder, Wells Fargo Bank,National Association, as initial note A-1-D holder, initial note A-2-D-1holder, initial note A-2-D-2 holder, initial note A-2-D-3 holder, initial noteA-2-D-4 holder, initial note A-2-D-5 holder and initial note B-4 holder, andMorgan Stanley Bank, N.A., as initial note A-1-C holder, initial note A-2-C-1holder, initial note A-2-C-2 holder, initial note A-2-C-3 holder, initial noteA-2-C-4 holder, initial note A-2-C-5 holder and initial note B-3 holder,relating to the Aventura Mall loan combination (filed as Exhibit 99.6 to theregistrant's Current Report on Form 8-K filed on December 26, 2018 under SEC FileNo. 333-227446-01 and incorporated by reference herein).

 

(99.7)AgreementBetween Note Holders, dated as of November 6, 2018, by and between SPREF WH IILLC, as initial note A-1 holder, initial note A-2 holder, initial note A-3holder, initial note A-4 holder, initial note A-5 holder, initial note A-6holder, initial note A-7 holder and initial note A-8 holder, relating to theSheraton Grand Nashville Downtown loan combination (filed as Exhibit 99.7 tothe registrant's Current Report on Form 8-K filed on December 26, 2018 underSEC File No. 333-227446-01 and incorporated by reference herein).

 

(99.8)AgreementBetween Note Holders, dated as of December 27, 2018, by and between MorganStanley Bank, N.A., as initial note A-1 holder, and Morgan Stanley Bank, N.A.,as initial note A-2 holder, relating to the Penske Distribution Center loancombination (filed as Exhibit 99.8 to the registrant's Current Report on Form8-K filed on December 26, 2018 under SEC File No. 333-227446-01 andincorporated by reference herein).

 

(99.9)Co-LenderAgreement, dated as of October 5, 2018, by and among Starwood Mortgage CapitalLLC, as initial note A-1 holder, Starwood Mortgage Capital LLC, as initial noteA-2 holder, and Starwood Mortgage Capital LLC, as initial note A-3 holder,relating to the Fidelis Portfolio loan combination (filed as Exhibit 99.9 tothe registrant's Current Report on Form 8-K/A filed on February 27, 2019 underSEC File No. 333-227446-01 and incorporated by reference herein).

 

(99.10)AgreementBetween Note Holders, dated as of December 20, 2018, by and between ArgenticReal Estate Finance LLC, as initial note A-1 holder, and Argentic Real EstateFinance LLC, as initial note A-2 holder, relating to the Lakeside Pointe &Fox Club Apartments loan combination (filed as Exhibit 99.10 to theregistrant's Current Report on Form 8-K filed on December 26, 2018 under SECFile No. 333-227446-01 and incorporated by reference herein).

 

(99.11)Co-LenderAgreement, dated as of November 26, 2018, by and between Starwood MortgageCapital LLC, as initial note A-1 holder, and Starwood Mortgage Capital LLC, asinitial note A-2 holder, relating to the 1001 Frontier Road loan combination(filed as Exhibit 99.11 to the registrant's Current Report on Form 8-K/A filedon February 27, 2019 under SEC File No. 333-227446-01 and incorporated byreference herein).

 

(99.12)PrimaryServicing Agreement, dated as of December 1, 2018, by and between Midland LoanServices, a Division of PNC Bank, National Association, as master servicer, andKeyBank National Association, as primary servicer (filed as Exhibit 99.12 tothe registrant's Current Report on Form 8-K filed on December 26, 2018 underSEC File No. 333-227446-01 and incorporated by reference herein).

 

(99.13)PrimaryServicing Agreement, dated as of December 1, 2018, by and between Midland LoanServices, a Division of PNC Bank, National Association, as master servicer, andBerkeley Point Capital LLC d/b/a Newmark Knight Frank, as primary servicer(filed as Exhibit 99.13 to the registrant's Current Report on Form 8-K filed onDecember 26, 2018 under SEC File No. 333-227446-01 and incorporated byreference herein).

 

(b)See (a) above.

 

(c) NotApplicable.

 

**SIGNATURES**

 

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

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ George Kok

GeorgeKok, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 29, 2019