**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:333-227446-02**

 

**Central Index Key Number of the issuing entity:****0001766660**

 

**Morgan Stanley Capital ITrust 2019-L2**

**(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:0001558761**

 

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

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

** **

**Central Index Key Number of the sponsor:0001722518**

 

**BSPRT CMBS Finance, LLC**

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

 

| **New York**                                                        | **38-4014403  38-4014404  38-7221261**       |
|---------------------------------------------------------------------|----------------------------------------------|
| **(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 ofthe Form 10-K (e.g., Part I, Part II, etc.) into which the document isincorporated: (1)Any annual report to security holders; (2) Any proxy orinformation statement; and (3)Any prospectus filed pursuant to Rule 424(b) or(c) under the Securities Act of 1933. The listed documents should be clearlydescribed for identification purposes (e.g., annual report to security holdersfor fiscal year ended December 24, 1980).

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

The MSC 2019-L2 mortgage pool includes thefollowing mortgage loans, each of which is serviced pursuant to a separatepooling and servicing agreement (each, an “Outside Pooling and ServicingAgreement”):

 

•   the One AT&T mortgageloan and the Residence Inn National Portfolio mortgage loan, which are servicedpursuant to the BANK 2019-BNK16 pooling and servicing agreement attached heretoas Exhibit 4.2; 

 

•   the Fairfax MultifamilyPortfolio mortgage loan, which is serviced pursuant to the CFK 2019-FAX trustand servicing agreement attached hereto as Exhibit 4.3; 

 

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

 

•   the Sheraton Grand NashvilleDowntown mortgage loan, which is serviced pursuant to the WFCM 2018-C48 poolingand servicing 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 of RegulationAB:

 

•   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 pooling andservicing 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 not participatein the servicing function for purposes of Item 1122 of Regulation AB, is notresponsible for the “management or collection of the pool assets or makingallocations or distributions to holders of the asset-backed securities” withinthe meaning of “servicer” under Item 1101 of Regulation AB and does not performthe functions of a servicer for purposes of Item 1123 of Regulation AB.

•   NCB, N.A. as NCB masterservicer and NCB special servicer under the BANK 2019-BNK16 pooling andservicing agreement, only has obligations in respect of certain mortgage loanssold to the BANK 2019-BNK16 securitization trust by NCB, N.A. or its affiliateand has no obligations with respect to the One AT&T mortgage loan or theResidence Inn National Portfolio mortgage loan and therefore in such capacitydoes not constitute a reporting “servicing function participant” for purposesof Item 1122 of Regulation AB, as specified in the Instruction 3 to Item 1122,and does not constitute a reporting “servicer” for purposes of Item 1123 ofRegulation AB, as specified in the Instruction to Item 1123.

 

•   KeyBank National Associationis the servicer under the CFK 2019-FAX trust and servicing agreement, pursuantto which the Fairfax Multifamily Portfolio mortgage loan is serviced. Because KeyBank National Association is not the MSC 2019-L2 master servicer, isnot affiliated with any sponsor and services only the Fairfax MultifamilyPortfolio mortgage loan, which constitutes less than 5% of the mortgage pool,KeyBank National Association, as CFK 2019-FAX servicer, does not constitute areporting “servicing function participant” for purposes of Item 1122 ofRegulation AB, as specified in the Instruction 3 to Item 1122, and does notconstitute a reporting “servicer” for purposes of Item 1123 of Regulation AB,as specified in the Instruction to Item 1123.

 

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 Divisionof PNC Bank, National Association, as master servicer, engaged the services ofBerkeley Point Capital LLC as a sub-servicer in respect of the entire mortgagepool for the reporting period.

 

•   Wells Fargo Bank, National Association,as master servicer under the BANK 2019-BNK16 pooling and servicing agreement,pursuant to which the One AT&T mortgage loan and the Residence Inn NationalPortfolio mortgage loan are serviced, engaged the services of CoreLogicCommercial Real Estate Services, Inc. and National Tax Search, LLC, in eachcase as a servicing function participant in respect of the One AT&Tmortgage loan and the Residence Inn National Portfolio mortgage loan for thereporting period.

 

•   Wells Fargo Bank, National Association,as master servicer under the BBCMS 2018-C2 pooling and servicing agreement,pursuant to which the Fidelis Portfolio mortgage loan is 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 theFidelis Portfolio mortgage loan for the reporting period.

 

•   Wells Fargo Bank, NationalAssociation, as master servicer under the WFCM 2018-C48 pooling and servicingagreement, pursuant to which the Sheraton Grand Nashville Downtown mortgageloan is serviced, engaged the services of CoreLogic Commercial Real EstateServices, Inc. and National Tax Search, LLC, in each case as a servicingfunction participant in respect of the Sheraton Grand Nashville Downtownmortgage loan for the reporting 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) of RegulationAB, originator contemplated by Item 1110(b) of Regulation AB, or other partycontemplated by Item 1100(d)(1) of Regulation AB, or of which any property ofthe foregoing is the subject, that is material to security holders, other thanas disclosed in the prospectus of the issuing entity filed in a 424(b)(2)filing dated March 12, 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.

 

**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 March 12, 2019. 

 

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

 

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

 

Thereport on assessment of compliance with applicable servicing criteria furnishedpursuant to Item 1122 of Regulation AB by 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’sSchedule AL reporting process was enhanced in April of 2019, however, theprocess remained manual throughout the 2019 calendar year and additional errorsduring such year were identified during the related audit. Followingidentification, Midland made staffing changes and additional improvements toits processes and procedures to support its Schedule AL reporting obligationsand expects to move to an automated solution for this process.

 

**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 March 1, 2019, between Morgan StanleyCapital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank,National Association, as master servicer, Rialto Capital Advisors, LLC, asspecial servicer, Wells Fargo Bank, National Association, as certificateadministrator and trustee, and Pentalpha Surveillance LLC, as operating advisorand as asset representations reviewer (filed as Exhibit 4.1 to the registrant'sCurrent Report on Form 8-K/A filed on February 24, 2020 under SEC File No.333-227446-02 and incorporated by reference herein).

 

(4.2)Poolingand Servicing Agreement, dated as of February 1, 2019, between Wells FargoCommercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, NationalAssociation, as general master servicer, KeyBank National Association, asgeneral special servicer, National Cooperative Bank, N.A., as NCB masterservicer and NCB special servicer, Wilmington Trust, National Association, astrustee, Wells Fargo Bank, National Association, as certificate administrator,and Park Bridge Lender Services LLC, as operating advisor and as assetrepresentations reviewer, relating to the BANK 2019-BNK16 securitizationtransaction, pursuant to which the One AT&T Mortgage Loan and the ResidenceInn National Portfolio Mortgage Loan are serviced (filed as Exhibit 4.2 to theregistrant's Current Report on Form 8-K filed on March 12, 2019 under SEC FileNo. 333-227446-02 and incorporated by reference herein).

 

(4.3)Trustand Servicing Agreement, dated as of February 6, 2019, between CCRE CommercialMortgage Securities, L.P., as depositor, KeyBank National Association, asservicer and special servicer, and Wells Fargo Bank, National Association, astrustee, certificate administrator and custodian, relating to the CFK Trust2019-FAX securitization transaction, pursuant to which the Fairfax MultifamilyPortfolio Mortgage Loan is serviced (filed as Exhibit 4.3 to the registrant'sCurrent Report on Form 8-K filed on March 12, 2019 under SEC File No.333-227446-02 and incorporated by reference herein).

 

(4.4) Poolingand Servicing Agreement, dated as of December 1, 2018, between BarclaysCommercial Mortgage Securities LLC, as depositor, Wells Fargo Bank, NationalAssociation, as master servicer, LNR Partners, LLC, as special servicer,Wilmington Trust, National Association, as trustee, Wells Fargo Bank, NationalAssociation, as certificate administrator, and Park Bridge Lender Services LLC,as operating advisor and as asset representations reviewer, relating to theBBCMS Mortgage Trust 2018-C2 securitization transaction, pursuant to which theFidelis Portfolio Mortgage Loan is serviced (filed as Exhibit 4.4 to theregistrant's Current Report on Form 8-K filed on March 12, 2019 under SEC FileNo. 333-227446-02 and incorporated by reference herein).

 

(4.5)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,Wilmington Trust, National Association, as trustee, Wells Fargo Bank, NationalAssociation, as certificate administrator, 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 is serviced (filed as Exhibit 4.5 to theregistrant's Current Report on Form 8-K filed on March 12, 2019 under SEC FileNo. 333-227446-02 and incorporated by reference herein).

  

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

 

(33)  Reports on assessment of compliance withservicing criteria for asset-backed securities.

 

33.1  Wells Fargo Bank,National Association, as Certificate Administrator

 

33.2  Wells Fargo Bank,National Association, as Custodian

 

33.3  Midland Loan Services, aDivision of PNC Bank, National Association, as Master Servicer

 

33.4  Rialto Capital Advisors,LLC, as Special Servicer

 

33.5  Pentalpha SurveillanceLLC, as Operating Advisor

 

33.6  Berkeley Point CapitalLLC, as Primary Servicer

 

33.7  Wells Fargo Bank,National Association, as Master Servicer under the BANK 2019-BNK16securitization, pursuant to which the following mortgage loans were serviced bysuch party: One AT&T (from 3/12/19 to 12/31/19) and Residence Inn NationalPortfolio (from 3/12/19 to 12/31/19)

 

33.8  CoreLogic CommercialReal Estate Services, Inc., as Servicing Function Participant under the BANK2019-BNK16 securitization, pursuant to which the following mortgage loans wereserviced by such party: One AT&T (from 3/12/19 to 12/31/19) and ResidenceInn National Portfolio (from 3/12/19 to 12/31/19)

 

33.9  National Tax Search,LLC, as Servicing Function Participant under the BANK 2019-BNK16securitization, pursuant to which the following mortgage loans were serviced bysuch party: One AT&T (from 3/12/19 to 12/31/19) and Residence Inn NationalPortfolio (from 3/12/19 to 12/31/19)

 

33.10  Wells Fargo Bank,National Association, as Master Servicer under the BBCMS 2018-C2securitization, pursuant to which the following mortgage loans were serviced bysuch party: Fidelis Portfolio (from 3/12/19 to 12/31/19) (see Exhibit 33.7)

 

33.11  CoreLogic CommercialReal Estate Services, Inc., as Servicing Function Participant under the BBCMS2018-C2 securitization, pursuant to which the following mortgage loans wereserviced by such party: Fidelis Portfolio (from 3/12/19 to 12/31/19) (seeExhibit 33.8)

 

33.12  National Tax Search,LLC, as Servicing Function Participant under the BBCMS 2018-C2 securitization,pursuant to which the following mortgage loans were serviced by such party:Fidelis Portfolio (from 3/12/19 to 12/31/19) (see Exhibit 33.9)

 

33.13  Wells Fargo Bank, NationalAssociation, as Master Servicer under the WFCM 2018-C48 securitization,pursuant to which the following mortgage loans were serviced by such party:Sheraton Grand Nashville Downtown (from 3/12/19 to 12/31/19) (see Exhibit 33.7)

 

33.14  CoreLogic CommercialReal Estate Services, Inc., as Servicing Function Participant under the WFCM2018-C48 securitization, pursuant to which the following mortgage loans wereserviced by such party: Sheraton Grand Nashville Downtown (from 3/12/19 to12/31/19) (see Exhibit 33.8)

 

33.15  National Tax Search,LLC, as Servicing Function Participant under the WFCM 2018-C48 securitization, pursuantto which the following mortgage loans were serviced by such party: SheratonGrand Nashville Downtown (from 3/12/19 to 12/31/19) (see Exhibit 33.9)

 

33.16  KeyBank NationalAssociation, as Special Servicer under the BANK 2019-BNK16 securitization,pursuant to which the following mortgage loans were serviced by such party: OneAT&T (from 3/12/19 to 12/31/19) and Residence Inn National Portfolio (from3/12/19 to 12/31/19)

 

33.17  KeyBank NationalAssociation, as Special Servicer under the CFK 2019-FAX securitization,pursuant to which the following mortgage loans were serviced by such party:Fairfax Multifamily Portfolio (from 3/12/19 to 12/31/19) (see Exhibit 33.16)

 

33.18  LNR Partners, LLC, asSpecial Servicer under the BBCMS 2018-C2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Fidelis Portfolio (from3/12/19 to 12/31/19)

 

33.19  LNR Partners, LLC, asSpecial Servicer under the WFCM 2018-C48 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Sheraton Grand NashvilleDowntown (from 3/12/19 to 12/31/19) (see Exhibit 33.18)

 

33.20  Wells Fargo Bank,National Association, as Custodian under the BANK 2019-BNK16 securitization,pursuant to which the following mortgage loans were serviced by such party: OneAT&T (from 3/12/19 to 12/31/19) and Residence Inn National Portfolio (from3/12/19 to 12/31/19) (see Exhibit 33.2)

 

33.21  Wells Fargo Bank,National Association, as Custodian under the CFK 2019-FAX securitization,pursuant to which the following mortgage loans were serviced by such party:Fairfax Multifamily Portfolio (from 3/12/19 to 12/31/19) (see Exhibit 33.2)

 

33.22  Wells Fargo Bank,National Association, as Custodian under the BBCMS 2018-C2 securitization,pursuant to which the following mortgage loans were serviced by such party:Fidelis Portfolio (from 3/12/19 to 12/31/19) (see Exhibit 33.2)

 

33.23  Wells Fargo Bank, NationalAssociation, as Custodian under the WFCM 2018-C48 securitization, pursuant towhich the following mortgage loans were serviced by such party: Sheraton GrandNashville Downtown (from 3/12/19 to 12/31/19) (see Exhibit 33.2)

 

(34). Attestation reports on assessment of compliancewith servicing criteria for asset-backed securities.

 

34.1  Wells Fargo Bank,National Association, as Certificate Administrator

 

34.2  Wells Fargo Bank, NationalAssociation, as Custodian

 

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

 

34.4  Rialto Capital Advisors,LLC, as Special Servicer

 

34.5  Pentalpha SurveillanceLLC, as Operating Advisor

 

34.6  Berkeley Point CapitalLLC, as Primary Servicer

 

34.7  Wells Fargo Bank, NationalAssociation, as Master Servicer under the BANK 2019-BNK16 securitization,pursuant to which the following mortgage loans were serviced by such party: OneAT&T (from 3/12/19 to 12/31/19) and Residence Inn National Portfolio (from3/12/19 to 12/31/19)

 

34.8  CoreLogic CommercialReal Estate Services, Inc., as Servicing Function Participant under the BANK2019-BNK16 securitization, pursuant to which the following mortgage loans wereserviced by such party: One AT&T (from 3/12/19 to 12/31/19) and ResidenceInn National Portfolio (from 3/12/19 to 12/31/19)

 

34.9  National Tax Search,LLC, as Servicing Function Participant under the BANK 2019-BNK16securitization, pursuant to which the following mortgage loans were serviced bysuch party: One AT&T (from 3/12/19 to 12/31/19) and Residence Inn NationalPortfolio (from 3/12/19 to 12/31/19)

 

34.10  Wells Fargo Bank, NationalAssociation, as Master Servicer under the BBCMS 2018-C2 securitization,pursuant to which the following mortgage loans were serviced by such party:Fidelis Portfolio (from 3/12/19 to 12/31/19) (see Exhibit 34.7)

 

34.11  CoreLogic CommercialReal Estate Services, Inc., as Servicing Function Participant under the BBCMS2018-C2 securitization, pursuant to which the following mortgage loans wereserviced by such party: Fidelis Portfolio (from 3/12/19 to 12/31/19) (seeExhibit 34.8)

 

34.12  National Tax Search,LLC, as Servicing Function Participant under the BBCMS 2018-C2 securitization,pursuant to which the following mortgage loans were serviced by such party:Fidelis Portfolio (from 3/12/19 to 12/31/19) (see Exhibit 34.9)

 

34.13  Wells Fargo Bank,National Association, as Master Servicer under the WFCM 2018-C48securitization, pursuant to which the following mortgage loans were serviced bysuch party: Sheraton Grand Nashville Downtown (from 3/12/19 to 12/31/19) (seeExhibit 34.7)

 

34.14  CoreLogic CommercialReal Estate Services, Inc., as Servicing Function Participant under the WFCM2018-C48 securitization, pursuant to which the following mortgage loans wereserviced by such party: Sheraton Grand Nashville Downtown (from 3/12/19 to12/31/19) (see Exhibit 34.8)

 

34.15  National Tax Search,LLC, as Servicing Function Participant under the WFCM 2018-C48 securitization,pursuant to which the following mortgage loans were serviced by such party:Sheraton Grand Nashville Downtown (from 3/12/19 to 12/31/19) (see Exhibit 34.7)

 

34.16  KeyBank National Association,as Special Servicer under the BANK 2019-BNK16 securitization, pursuant to whichthe following mortgage loans were serviced by such party: One AT&T (from3/12/19 to 12/31/19) and Residence Inn National Portfolio (from 3/12/19 to12/31/19)

 

34.17  KeyBank NationalAssociation, as Special Servicer under the CFK 2019-FAX securitization,pursuant to which the following mortgage loans were serviced by such party:Fairfax Multifamily Portfolio (from 3/12/19 to 12/31/19) (see Exhibit 34.16)

 

34.18  LNR Partners, LLC, asSpecial Servicer under the BBCMS 2018-C2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Fidelis Portfolio (from3/12/19 to 12/31/19)

 

34.19  LNR Partners, LLC, asSpecial Servicer under the WFCM 2018-C48 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Sheraton Grand NashvilleDowntown (from 3/12/19 to 12/31/19) (see Exhibit 34.18)

 

34.20  Wells Fargo Bank,National Association, as Custodian under the BANK 2019-BNK16 securitization,pursuant to which the following mortgage loans were serviced by such party: OneAT&T (from 3/12/19 to 12/31/19) and Residence Inn National Portfolio (from3/12/19 to 12/31/19) (see Exhibit 34.2)

 

34.21  Wells Fargo Bank,National Association, as Custodian under the CFK 2019-FAX securitization,pursuant to which the following mortgage loans were serviced by such party:Fairfax Multifamily Portfolio (from 3/12/19 to 12/31/19) (see Exhibit 34.2)

 

34.22  Wells Fargo Bank,National Association, as Custodian under the BBCMS 2018-C2 securitization,pursuant to which the following mortgage loans were serviced by such party:Fidelis Portfolio (from 3/12/19 to 12/31/19) (see Exhibit 34.2)

 

34.23  Wells Fargo Bank,National Association, as Custodian under the WFCM 2018-C48 securitization,pursuant to which the following mortgage loans were serviced by such party:Sheraton Grand Nashville Downtown (from 3/12/19 to 12/31/19) (see Exhibit 34.2)

 

(35). Servicer compliance statement.

 

35.1  Wells Fargo Bank,National Association, as Certificate Administrator

 

35.2  Wells Fargo Bank,National Association, as Custodian

 

35.3  Midland Loan Services, aDivision of PNC Bank, National Association, as Master Servicer

 

35.4  Rialto Capital Advisors,LLC, as Special Servicer

 

35.5  Berkeley Point CapitalLLC, as Primary Servicer

 

35.6  Wells Fargo Bank,National Association, as Master Servicer under the BANK 2019-BNK16securitization, pursuant to which the following mortgage loans were serviced bysuch party: One AT&T (from 3/12/19 to 12/31/19) and Residence Inn NationalPortfolio (from 3/12/19 to 12/31/19)

 

35.7  Wells Fargo Bank,National Association, as Master Servicer under the BBCMS 2018-C2securitization, pursuant to which the following mortgage loans were serviced bysuch party: Fidelis Portfolio (from 3/12/19 to 12/31/19) (see Exhibit 35.6)

 

35.8  Wells Fargo Bank,National Association, as Master Servicer under the WFCM 2018-C48securitization, pursuant to which the following mortgage loans were serviced bysuch party: Sheraton Grand Nashville Downtown (from 3/12/19 to 12/31/19) (seeExhibit 35.6)

 

35.9  KeyBank NationalAssociation, as Special Servicer under the BANK 2019-BNK16 securitization,pursuant to which the following mortgage loans were serviced by such party: OneAT&T (from 3/12/19 to 12/31/19) and Residence Inn National Portfolio (from3/12/19 to 12/31/19)

 

35.10  KeyBank National Association,as Special Servicer under the CFK 2019-FAX securitization, pursuant to whichthe following mortgage loans were serviced by such party: Fairfax MultifamilyPortfolio (from 3/12/19 to 12/31/19) (see Exhibit 35.9)

 

35.11  LNR Partners, LLC, asSpecial Servicer under the BBCMS 2018-C2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Fidelis Portfolio (from3/12/19 to 12/31/19)

 

35.12  LNR Partners, LLC, asSpecial Servicer under the WFCM 2018-C48 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Sheraton Grand NashvilleDowntown (from 3/12/19 to 12/31/19) (see Exhibit 35.11)

 

35.13  Wells Fargo Bank,National Association, as Custodian under the BANK 2019-BNK16 securitization,pursuant to which the following mortgage loans were serviced by such party: OneAT&T (from 3/12/19 to 12/31/19) and Residence Inn National Portfolio (from3/12/19 to 12/31/19) (see Exhibit 35.2)

 

35.14  Wells Fargo Bank,National Association, as Custodian under the CFK 2019-FAX securitization,pursuant to which the following mortgage loans were serviced by such party:Fairfax Multifamily Portfolio (from 3/12/19 to 12/31/19) (see Exhibit 35.2)

 

35.15  Wells Fargo Bank,National Association, as Custodian under the BBCMS 2018-C2 securitization,pursuant to which the following mortgage loans were serviced by such party:Fidelis Portfolio (from 3/12/19 to 12/31/19) (see Exhibit 35.2)

 

35.16  Wells Fargo Bank,National Association, as Custodian under the WFCM 2018-C48 securitization,pursuant to which the following mortgage loans were serviced by such party:Sheraton Grand Nashville Downtown (from 3/12/19 to 12/31/19) (see Exhibit 35.2)

 

(99.1)MortgageLoan Purchase Agreement, dated March 1, 2019, between Morgan Stanley Capital IInc. and Morgan Stanley Mortgage Capital Holdings LLC (filed as Exhibit 99.1 tothe registrant's Current Report on Form 8-K filed on March 12, 2019 under SECFile No. 333-227446-02 and incorporated by reference herein).

 

(99.2)MortgageLoan Purchase Agreement, dated March 1, 2019, between Morgan Stanley Capital IInc. and Argentic Real Estate Finance LLC (filed as Exhibit 99.2 to theregistrant's Current Report on Form 8-K filed on March 12, 2019 under SEC FileNo. 333-227446-02 and incorporated by reference herein).

 

(99.3)Mortgage Loan Purchase Agreement, dated March 1, 2019, 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 March 12, 2019 under SEC FileNo. 333-227446-02 and incorporated by reference herein).

 

(99.4)MortgageLoan Purchase Agreement, dated March 1, 2019, between Morgan Stanley Capital IInc. and Cantor Commercial Real Estate Lending, L.P. (filed as Exhibit 99.4 tothe registrant's Current Report on Form 8-K filed on March 12, 2019 under SECFile No. 333-227446-02 and incorporated by reference herein).

 

(99.5)MortgageLoan Purchase Agreement, dated March 1, 2019, between Morgan Stanley Capital IInc., BSPRT CMBS Finance, LLC and Benefit Street Partners Realty Trust, Inc.(filed as Exhibit 99.5 to the registrant's Current Report on Form 8-K filed onMarch 12, 2019 under SEC File No. 333-227446-02 and incorporated by referenceherein).

 

(99.6)AgreementBetween Note Holders, dated as of February 8, 2019, 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 One AT&T loan combination(filed as Exhibit 99.6 to the registrant's Current Report on Form 8-K filed onMarch 12, 2019 under SEC File No. 333-227446-02 and incorporated by referenceherein).

 

(99.7)IntercreditorAgreement, dated as of February 1, 2019, by and between Morgan Stanley Bank,N.A., as note A holder, Sun Life Assurance Company of Canada, as note B-1holder, and Sun Life Hong Kong Limited, as note B-2 holder, relating to theSerenity Apartments loan combination (filed as Exhibit 99.7 to the registrant'sCurrent Report on Form 8-K filed on March 12, 2019 under SEC File No.333-227446-02 and incorporated by reference herein).

 

(99.8)Co-lenderAgreement, dated as of February 6, 2019, by and among Cantor Commercial RealEstate Lending, L.P., as initial note A-1-S holder, initial note A-1-C1 holder,initial note A-1-C2 holder, initial note A-1-C3 holder, initial note A-1-C4holder and initial note B-1-S holder, and KeyBank National Association, asinitial note A-2-S holder, initial note A-2-C1 holder and initial note B-2-Sholder, relating to the Fairfax Multifamily Portfolio loan combination (filedas Exhibit 99.8 to the registrant's Current Report on Form 8-K filed on March12, 2019 under SEC File No. 333-227446-02 and incorporated by referenceherein).

 

(99.9)Co-lenderAgreement, dated as of March 12, 2019, by and between Cantor Commercial RealEstate Lending, L.P. as note A-1 holder, Cantor Commercial Real Estate Lending,L.P. as note A-2 holder, Cantor Commercial Real Estate Lending, L.P. as noteA-3 holder and Cantor Commercial Real Estate Lending, L.P. as note A-4 holder,relating to the Stern Multifamily Portfolio loan combination (filed as Exhibit 99.9to the registrant's Current Report on Form 8-K filed on March 12, 2019 underSEC File No. 333-227446-02 and incorporated by reference herein).

 

(99.10)Co-lender Agreement, dated as of October 5, 2018, by and among StarwoodMortgage Capital LLC as initial note A-1 holder, Starwood Mortgage Capital LLCas initial note A-2 holder and Starwood Mortgage Capital LLC as initial noteA-3 holder, relating to the Fidelis Portfolio loan combination (filed asExhibit 99.10 to the registrant's Current Report on Form 8-K filed on March 12,2019 under SEC File No. 333-227446-02 and incorporated by reference herein).

 

(99.11)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 99.11 tothe registrant's Current Report on Form 8-K filed on March 12, 2019 under SECFile No. 333-227446-02 and incorporated by reference herein).

 

(99.12)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 99.12 to the registrant's Current Report on Form 8-K filed onMarch 12, 2019 under SEC File No. 333-227446-02 and incorporated by referenceherein).

 

(99.13)AgreementBetween Note Holders, dated as of February 8, 2019, by and between MorganStanley Bank, N.A., as initial note A-1-A holder, Morgan Stanley Bank, N.A., asinitial note A-1-B holder and Morgan Stanley Bank, N.A., as initial note A-2holder, relating to the Residence Inn National Portfolio loan combination(filed as Exhibit 99.13 to the registrant's Current Report on Form 8-K filed onMarch 12, 2019 under SEC File No. 333-227446-02 and incorporated by referenceherein).

 

(99.14)PrimaryServicing Agreement, dated as of March 1, 2019, 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 99.14 to the registrant's Current Report on Form 8-K filed onMarch 12, 2019 under SEC File No. 333-227446-02 and incorporated by referenceherein).

 

(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