UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 10‑K
(Mark one)
/X/
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2019
OR
//
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number:333-227446-04
Central Index Key Number of the issuing entity:
0001773339
Morgan Stanley Capital I
Trust 2019-H6
(exact name of issuing entity as specified in its
charter)
Central Index Key Number of the depositor:0001547361
Morgan Stanley Capital I Inc.
(exact name of the depositor as specified in its
charter)
Central Index Key Number of the sponsor:0001541557
Morgan Stanley Mortgage
Capital Holdings LLC
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor:0001624053
Argentic Real Estate Finance
LLC
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor:0001558761
Cantor Commercial Real Estate
Lending, L.P.
(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)
New York
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38-4117325
38-4117326
38-7221311
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification Numbers)
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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
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each
exchange on which registered
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None
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Securities
registered pursuant to Section 12(g) of the Act:
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
Note
- Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes
X No ___
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Not
applicable.
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging
growth company. See the definitions of "large accelerated filer",
"accelerated filer," "smaller reporting company," and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ___
Accelerated filer ___
Non-accelerated filer X (Do not check if a smaller reporting company)
Smaller reporting company ___
Emerging
growth company ___
If
an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act.
Not
applicable.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
State
the aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by
a court.
Indicate
the number of shares outstanding of each of the registrant's classes of common
stock, as of the latest practicable date.
DOCUMENTS
INCORPORATED BY REFERENCE
List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1)Any annual report to security holders; (2) Any proxy or
information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
Not
applicable.
EXPLANATORY NOTES
The MSC 2019-H6 mortgage pool includes the
following mortgage loans, each of which is serviced pursuant to a separate
pooling and servicing agreement (each, an “Outside Pooling and Servicing
Agreement”):
• the 9201 West Sunset
Boulevard mortgage loan and the Westin Atlanta Airport mortgage loan, which are
serviced pursuant to the BANK 2019-BNK18 pooling and servicing agreement
attached hereto as Exhibit 4.2;
• the ILPT Hawaii Portfolio
mortgage loan, which is serviced pursuant to the ILPT 2019-SURF trust and
servicing agreement attached hereto as Exhibit 4.3;
• the Tower 28 mortgage loan,
which is serviced pursuant to the BANK 2019-BNK17 pooling and servicing
agreement attached hereto as Exhibit 4.4;
• The Block Northway mortgage
loan, which is serviced pursuant to the BBCMS 2019-C3 pooling and servicing
agreement attached hereto as Exhibit 4.5;
• the 65 Broadway mortgage loan
and the AC by Marriott San Jose mortgage loan, which are serviced pursuant to
the CF 2019-CF1 pooling and servicing agreement attached hereto as Exhibit 4.6;
• the Shelbourne Global
Portfolio II mortgage loan, which is serviced pursuant to the BBCMS 2018-C2
pooling and servicing agreement attached hereto as Exhibit 4.7;
• the 3 Columbus Circle
mortgage loan, which is serviced pursuant to the Benchmark 2019-B10 pooling and
servicing agreement attached hereto as Exhibit 4.8; and
• the SoCal Retail Portfolio
mortgage loan, which was serviced pursuant to the MSC 2019-H6 pooling and
servicing agreement attached hereto as Exhibit 4.1 (from 6/19/19 to 7/24/19) and, following the securitization of the related lead
servicing note, the MSC 2019-H7 pooling and servicing
agreement attached hereto as Exhibit 4.9 (from 7/25/19 to 12/31/19).
Except as set forth below, each of the
parties to each pooling and servicing agreement listed in the Exhibit Index
both (1) participates in the servicing function for purposes of Item 1122 of
Regulation AB and (2) constitutes a servicer that meets the criteria in Item
1108(a)(2)(i) through (iii) of Regulation AB for purposes of Item 1123 of
Regulation AB:
• The trustee under a pooling
and servicing agreement has a nominal role with respect to the mortgage pool
securitized pursuant to such pooling and servicing agreement. The
trustee’s only servicing function is the contingent obligation to make certain
advances if the master servicer under such pooling and servicing agreement
fails to do so, while all other servicing functions are performed by other
parties. The trustee under each of the pooling and servicing agreements
listed in the Exhibit Index has confirmed to the registrant that it has not
made any such contingent advances during the reporting period, and
consequently, each such trustee does not participate in the servicing function
for purposes of Item 1122 of Regulation AB, nor does it perform the functions
of a servicer for purposes of the definition of “servicer” under Item 1101 of
Regulation AB or for purposes of Item 1123 of Regulation AB.
• The certificate administrator
under a pooling and servicing agreement performs various payment administration
functions solely for the securitization governed by such pooling and servicing
agreement and the mortgage pool securitized pursuant to such pooling and
servicing agreement and does not have any obligations with respect to any other
transaction. Consequently, the certificate administrator under an Outside
Pooling and Servicing Agreement does not participate in the servicing function
for purposes of Item 1122 of Regulation AB, nor does it perform the functions
of a servicer for purposes of the definition of “servicer” under Item 1101 of
Regulation AB or for purposes of Item 1123 of Regulation AB.
• The operating advisor under a
pooling and servicing agreement represents the interests of senior
certificateholders in the transaction governed by such pooling and servicing
agreement and is responsible for monitoring the performance of the special
servicer under such pooling and servicing agreement and producing certain reports
to certificateholders relating to the resolution of the mortgage pool
securitized pursuant to such pooling and servicing agreement. The
operating advisor under a pooling and servicing agreement does not have any
obligations with respect to any other transaction and is solely obligated to
perform loan reporting functions with respect to the securitization governed by
such pooling and servicing agreement. Consequently, the operating advisor
under an Outside Pooling and Servicing Agreement neither participates in the
servicing function for purposes of Item 1122 of Regulation AB nor performs the
functions of a servicer for purposes of the definition of “servicer” under Item
1101 of Regulation AB or for purposes of Item 1123 of Regulation AB. In addition,
while the operating advisor under a pooling and servicing agreement has certain
reporting obligations in respect of the related mortgage pool, it has no
obligation to collect or disburse funds in respect of the mortgage pool or to
administer any of the underlying mortgage loans. Consequently, the
operating advisor under a pooling and servicing agreement participates in the
servicing function for purposes of Item 1122 of Regulation AB, but is not
responsible for the “management or collection of the pool assets or making
allocations or distributions to holders of the asset-backed securities” within
the meaning of “servicer” under Item 1101 of Regulation AB and does not perform
the functions of a servicer for purposes of Item 1123 of Regulation AB.
• The asset representations reviewer
under a pooling
and servicing agreement has a limited obligation to review certain delinquent
mortgage loans after a specified delinquency threshold has been met and the
required percentage of certificateholders vote to direct a review of such
delinquent mortgage loans, and has no obligation to collect or disburse funds
in respect of the mortgage pool, to administer any of the underlying mortgage
loans or to perform any servicing function. Consequently, the asset representations
reviewer under a pooling and servicing agreement does not participate in the
servicing function for purposes of Item 1122 of Regulation AB, is not
responsible for the “management or collection of the pool assets or making
allocations or distributions to holders of the asset-backed securities” within
the meaning of “servicer” under Item 1101 of Regulation AB and does not perform
the functions of a servicer for purposes of Item 1123 of Regulation AB.
• NCB, N.A. as NCB master servicer and
NCB special
servicer under the BANK 2019-BNK18 pooling and servicing agreement, only has
obligations in respect of certain mortgage loans sold to the BANK 2019-BNK18
securitization trust by NCB, N.A. Situs Holdings, LLC, as Newport
Corporate Center special servicer under the BANK 2019-BNK18 pooling and
servicing agreement, only has obligations in respect of the Newport Corporate
Center mortgage loan securitized thereunder. Each such party has no
obligations with respect to the any mortgage loan included in the MSC 2019-H6
mortgage pool and therefore in such capacity does not constitute a reporting
“servicing function participant” for purposes of 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 of Regulation AB, as specified
in the Instruction to Item 1123.
• KeyBank
National Association is the master servicer under the
CF 2019-CF1 pooling and servicing agreement, pursuant to which the 65 Broadway
mortgage loan and the AC by Marriott San Jose mortgage loan are serviced, and
the master servicer under the Benchmark 2019-B10 pooling and servicing
agreement, pursuant to which the 3 Columbus Circle mortgage loan is
serviced. Because KeyBank National Association is not the MSC 2019-H6 master servicer, is
not affiliated
with any sponsor and services only the 65 Broadway mortgage loan, the AC by
Marriott San Jose mortgage loan and the 3 Columbus Circle mortgage loan, which
collectively constitute more than 5% but less than 10% of the mortgage pool, KeyBank
National Association, as CF 2019-CF1 master servicer
and Benchmark 2019-B10 master servicer, constitutes a reporting “servicing
function participant” for purposes of Item 1122 of Regulation AB, as specified
in the Instruction 3 to Item 1122, but does not constitute a reporting
“servicer” for purposes of Item 1123 of Regulation AB, as specified in the
Instruction to Item 1123.
• Trimont Real Estate Advisors, LLC is the special servicer under the CF 2019-CF1 pooling and
servicing agreement with respect to the 65 Broadway mortgage loan. Because Trimont
Real Estate Advisors, LLC is not the MSC 2019-H6
special servicer, is not affiliated with any sponsor and services only the 65
Broadway mortgage loan, which constitutes less than 5% of the mortgage pool, Trimont
Real Estate Advisors, LLC, as CF 2019-CF1 special
servicer with respect to the 65 Broadway mortgage loan, does not constitute a
reporting “servicing function participant” for purposes of 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 of Regulation AB,
as specified in the Instruction to Item 1123.
• KeyBank
National Association, as Irving Market Center special
servicer under the CF 2019-CF1 pooling and servicing agreement, only has
obligations in respect of the Irving Market Center mortgage loan securitized
thereunder. KeyBank National Association, acting as Irving Market Center
special servicer under the CF 2019-CF1 pooling and servicing agreement, has no
obligations with respect to the any mortgage loan included in the MSC 2019-H6
mortgage pool and therefore in such capacity does not constitute a reporting
“servicing function participant” for purposes of 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 of Regulation AB, as specified
in the Instruction to Item 1123.
• Citibank, N.A., as
certificate administrator under the CF 2019-CF1 pooling and servicing
agreement, pursuant to which the 65 Broadway mortgage loan and the AC by
Marriott San Jose mortgage loan are serviced, engaged U.S. Bank National
Association to perform the related custodial services with respect to such
mortgage loans, and U.S. Bank National Association performed all such custodial
services pursuant to the related pooling and servicing agreement. Because U.S.
Bank National Association is not the MSC 2019-H6 custodian, is not affiliated
with any sponsor and only serviced the 65 Broadway mortgage loan and the AC by
Marriott San Jose mortgage loan, which collectively constitute less than 5% of
the mortgage pool, U.S. Bank National Association, as a CF 2019-CF1 servicing
function participant, does not constitute a reporting “servicing function
participant” for purposes of 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 of Regulation AB, as specified in the Instruction to Item
1123.
In addition, each of the following parties
engaged the services of certain servicing function participants and
sub-servicers for the reporting period, as set forth below:
• Wells Fargo Bank, National
Association, as master servicer under the BANK 2019-BNK18 pooling and servicing
agreement, pursuant to which the 9201 West Sunset Boulevard mortgage loan and
Westin Atlanta Airport mortgage loan are serviced, engaged the services of
CoreLogic Commercial Real Estate Services, Inc. and National Tax Search, LLC,
in each case as a servicing function participant in respect of the 9201 West
Sunset Boulevard mortgage loan and Westin Atlanta Airport mortgage loan for the
reporting period.
• Wells Fargo Bank, National
Association, as master servicer under the BANK 2019-BNK17 pooling and servicing
agreement, pursuant to which the Tower 28 mortgage loan is serviced, engaged
the services of CoreLogic Commercial Real Estate Services, Inc. and National
Tax Search, LLC, in each case as a servicing function participant in respect of
the Tower 28 mortgage loan for the reporting period.
• Wells Fargo Bank, National
Association, as master servicer under the BBCMS 2018-C2 pooling and servicing
agreement, pursuant to which the Shelbourne Global Portfolio II mortgage loan
is serviced, engaged the services of (i) Berkeley Point Capital LLC as a
sub-servicer in respect of the Shelbourne Global Portfolio II mortgage loan for
the reporting period and (ii) CoreLogic Commercial Real Estate Services, Inc.
and National Tax Search, LLC, in each case as a servicing function participant
in respect of the Shelbourne Global Portfolio II mortgage loan for the
reporting period.
• KeyBank National Association,
as master servicer under the Benchmark 2019-B10 pooling and servicing
agreement, pursuant to which the 3 Columbus Circle mortgage loan is serviced,
engaged the services of Midland Loan
Services, a Division of PNC Bank, National Association as
a sub-servicer in respect of the 3 Columbus Circle mortgage loan for the
reporting period.
PART I
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Item 1.
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Business.
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Omitted.
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Item 1A.
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Risk Factors.
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Omitted.
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Item 1B.
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Unresolved Staff
Comments.
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None.
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Item 2.
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Properties.
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Omitted.
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Item 3.
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Legal Proceedings.
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Omitted.
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Item 4.
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Mine Safety Disclosures.
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Omitted.
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PART II
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Item 5.
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Market for Registrant's
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
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Omitted.
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Item 6.
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Selected Financial Data.
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Omitted.
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Item 7.
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Management's Discussion
and Analysis of Financial Condition and Results of Operations.
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Omitted.
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Item 7A.
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Quantitative and
Qualitative Disclosures About Market Risk.
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Omitted.
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Item 8.
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Financial Statements and
Supplementary Data.
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Omitted.
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Item 9.
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Changes in and
Disagreements With Accountants on Accounting and Financial Disclosure.
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Omitted.
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Item 9A.
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Controls and Procedures.
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Omitted.
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Item 9B.
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Other Information.
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None.
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PART III
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Item 10.
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Directors, Executive
Officers and Corporate Governance.
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Omitted.
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Item 11.
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Executive Compensation.
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Omitted.
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Item 12.
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Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder Matters.
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Omitted.
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Item 13.
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Certain Relationships and
Related Transactions, and Director Independence.
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Omitted.
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Item 14.
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Principal Accounting Fees
and Services.
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Omitted.
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ADDITIONAL
DISCLOSURE ITEMS FOR REGULATION AB
Item
1112(b) of Regulation AB, Significant Obligor Financial Information.
Item
1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial
Information.
No
entity or group of affiliated entities provides any enhancement or other
support for the certificates as described under Item 1114 (a) of Regulation AB.
Item
1115(b) of Regulation AB, Certain Derivatives Instruments (Financial
Information).
No
entity or group of affiliated entities provides any derivative instruments for
the certificates as described under Item 1115 of Regulation AB.
Item
1117 of Regulation AB, Legal Proceedings.
The
registrant knows of no legal proceeding pending against the sponsors, depositor,
trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of Regulation
AB, originator contemplated by Item 1110(b) of Regulation AB, or other party
contemplated by Item 1100(d)(1) of Regulation AB, or of which any property 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 a 424(b)(2)
filing dated June 19, 2019, and other than as follows:
Beginning
on June 18, 2014, a group of institutional investors filed civil complaints in
the 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 residential
mortgage backed securities (“RMBS”) trusts. The complaints against Wells Fargo
Bank alleged that the trustee caused losses to investors and asserted causes of
action based upon, among other things, the trustee's alleged failure to: (i)
notify and enforce repurchase obligations of mortgage loan sellers for
purported breaches of representations and warranties, (ii) notify investors of
alleged events of default, and (iii) abide by appropriate standards of care
following alleged events of default. Relief sought included money damages in an
unspecified amount, reimbursement of expenses, and equitable relief. In
November 2018, Wells Fargo Bank reached an agreement, in which it denied any
wrongdoing, to resolve such claims on a classwide basis for the 271 RMBS trusts
at issue. On May 6, 2019, the court entered an order approving the settlement
agreement. Separate lawsuits against Wells Fargo Bank making similar
allegations filed by certain other institutional investors concerning several
RMBS trusts in New York federal and state court are not covered by the
agreement. With respect to such litigations, Wells Fargo Bank believes
plaintiffs' claims are without merit and intends to contest the claims
vigorously, but there can be no assurances as to the outcome of the litigations
or the possible impact of the litigations on Wells Fargo Bank or the RMBS
trusts.
Item
1119 of Regulation AB, Affiliations and Certain Relationships and Related
Transactions.
In
addition to the information regarding this Item that has been disclosed in the
prospectus of the issuing entity filed in a 424(b)(2) filing dated June 19,
2019, (i) Midland Loan Services, a Division of PNC Bank, National Association,
the master servicer under the MSC 2019-H7 pooling and servicing agreement,
pursuant to which the SoCal Retail Portfolio mortgage loan is serviced, is also
the master servicer and special servicer under the MSC 2019-H6 pooling and
servicing agreement, the servicer under the ILPT 2019-SURF trust and servicing
agreement, pursuant to which the ILPT Hawaii Portfolio mortgage loan is
serviced, the special servicer under the BANK 2019-BNK17 pooling and servicing
agreement, pursuant to which the Tower 28 mortgage loan is serviced, and the
master servicer and special servicer under the BBCMS 2019-C3 pooling and
servicing agreement, pursuant to which The Block Northway mortgage loan is
serviced, (ii) LNR Partners, LLC, the special servicer under the MSC 2019-H7
pooling and servicing agreement, pursuant to which the SoCal Retail Portfolio mortgage
loan is serviced, is also the special servicer with respect to the AC by
Marriott San Jose mortgage loan under the CF 2019-CF1 pooling and servicing
agreement, the special servicer under the BBCMS 2018-C2 pooling and servicing
agreement, pursuant to which the Shelbourne Global Portfolio II mortgage loan
is serviced and the special servicer under the Benchmark 2019-B10 pooling and
servicing agreement, pursuant to which the 3 Columbus Circle mortgage loan is
serviced, and is also an affiliate of Starwood Mortgage Capital LLC, an
originator, sponsor and mortgage loan seller with respect to the MSC 2019-H6
securitization transaction, and (iii) Wells Fargo Bank, National Association,
the custodian under the MSC 2019-H7 pooling and servicing agreement, pursuant
to which the SoCal Retail Portfolio mortgage loan is serviced, is also the
master servicer and custodian under the MSC 2019-H6 pooling and servicing
agreement, the master servicer under the BANK 2019-BNK17 pooling and servicing
agreement, pursuant to which the Tower 28 mortgage loan is serviced, the master
servicer under the BANK 2019-BNK18 pooling and servicing agreement, pursuant to
which the Westin Atlanta Airport mortgage loan is serviced, the master servicer
under the BBCMS 2019-C2 pooling and servicing agreement, pursuant to which the
Shelbourne Global Portfolio II mortgage loan is serviced, and the custodian
under each Outside Pooling and Servicing Agreement (other than the CF 2019-CF1
pooling and servicing agreement), pursuant to which the outside serviced
mortgage loans (other than the 65 Broadway mortgage loan and the AC by Marriott
San Jose mortgage loan) are serviced.
Item
1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The
reports on assessment of compliance with the servicing criteria for
asset-backed securities and the related attestation reports on such assessments
of compliance are attached hereto under Item 15.
The
report on assessment of compliance with applicable servicing criteria furnished
pursuant to Item 1122 of Regulation AB by Midland Loan Services, a Division of
PNC Bank National Association discloses that a material instance of
noncompliance occurred, as described below:
Material
Instance of Noncompliance
In certain instances, the Schedule AL Files (Item 1125
of Regulation AB) were not reported in accordance with the terms specified in
the transaction agreements, in conflict with Item 1122(d)(3)(i): “Reports to
investors, including those to be filed with the Commission, are maintained in
accordance with the transaction agreements and applicable Commission
requirements. Specifically, such reports: (A) Are prepared in accordance with
timeframes and other terms set forth in the transaction agreements”. The
noncompliance consisted of omitted or inaccurately reported numbers due to the
following: (1) the initial setup files contained information at the asset
level, and Midland was required to manually compile the information to present
it at the loan level as required by Schedule AL; and (2) certain reporting
requirements required manual processing by Midland, including the use of
various data computation formulas, quality control checks and analysis.
The identified instances did not involve the servicing
of assets included in this securitization.
Steps
Taken to Remedy the Material Instance of Noncompliance
Midland’s
Schedule AL reporting process was enhanced in April of 2019, however, the
process remained manual throughout the 2019 calendar year and additional errors
during such year were identified during the related audit. Following
identification, Midland made staffing changes and additional improvements to
its processes and procedures to support its Schedule AL reporting obligations
and expects to move to an automated solution for this process.
Item
1123 of Regulation AB, Servicer Compliance Statement.
The
servicer compliance statements are attached hereto under Item 15.
PART IV
Item
15. Exhibits, Financial Statement Schedules.
(a) Exhibits.
(4.1)
Pooling
and Servicing Agreement, dated as of June 1, 2019, between Morgan Stanley
Capital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer and special servicer, Wells Fargo
Bank, National Association, as certificate administrator and trustee, and Park
Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer (filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K/A
filed on February 24, 2020 under SEC File No. 333-227446-04 and incorporated by
reference herein).
(4.2)
Pooling
and Servicing Agreement, dated as of May 1, 2019, between Banc of America
Merrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank,
National Association, as general master servicer, Rialto Capital Advisors, LLC,
as general special servicer, National Cooperative Bank, N.A., as NCB master
servicer and as NCB Special Servicer, Situs Holdings, LLC, as Newport Corporate
Center special servicer, Wells Fargo Bank, National Association, as certificate
administrator, Wilmington Trust, National Association, as trustee, and
Pentalpha Surveillance LLC, as operating advisor and as asset representations
reviewer, relating to the BANK 2019-BNK18 securitization transaction, pursuant
to which the 9201 Sunset Boulevard Mortgage Loan and the Westin Atlanta Airport
Mortgage Loan are serviced (filed as Exhibit 4.2 to the registrant's Current
Report on Form 8-K filed on June 19, 2019 under SEC File No. 333-227446-04 and
incorporated by reference herein).
(4.3)
Trust
and Servicing Agreement, dated as of March 7, 2019, between Morgan Stanley
Capital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as servicer, Rialto Capital Advisors, LLC, as special
servicer, Wells Fargo Bank, National Association, as certificate administrator
and trustee, and Park Bridge Lender Services LLC, as operating advisor,
relating to the ILPT 2019-SURF securitization transaction, pursuant to which
the ILPT Hawaii Portfolio Mortgage Loan is serviced (filed as Exhibit 4.3 to
the registrant's Current Report on Form 8-K filed on June 19, 2019 under SEC
File No. 333-227446-04 and incorporated by reference herein).
(4.4)
Pooling
and Servicing Agreement, dated as of April 1, 2019, between Morgan Stanley
Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master
servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as special servicer, Wells Fargo Bank, National Association, as certificate
administrator, Wilmington Trust, National Association, as trustee, and
Pentalpha Surveillance LLC, as operating advisor and asset representations
reviewer, relating to the BANK 2019-BNK17 securitization transaction, pursuant
to which the Tower 28 Mortgage Loan is serviced (filed as Exhibit 4.4 to the
registrant's Current Report on Form 8-K filed on June 19, 2019 under SEC File
No. 333-227446-04 and incorporated by reference herein).
(4.5)
Pooling
and Servicing Agreement, dated as of June 1, 2019, between Barclays Commercial
Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer and special servicer, Wells
Fargo Bank, National Association, as certificate administrator and trustee, and
Pentalpha Surveillance LLC, as operating advisor and asset representations
reviewer, relating to the BBCMS 2019-C3 securitization transaction, pursuant to
which The Block Northway Mortgage Loan is serviced (filed as Exhibit 4.5 to the
registrant's Current Report on Form 8-K filed on June 19, 2019 under SEC File
No. 333-227446-04 and incorporated by reference herein).
(4.6)
Pooling
and Servicing Agreement, dated as of April 1, 2019, between CCRE Commercial
Mortgage Securities, L.P., as depositor, KeyBank National Association, as
master servicer, LNR Partners, LLC, Trimont Real Estate Advisors, LLC and
KeyBank National Association, each as a special servicer as described therein,
Citibank, N.A., as certificate administrator and trustee, and Park Bridge
Lender Services LLC, as operating advisor and asset representations reviewer,
relating to the CF 2019-CF1 securitization transaction, pursuant to which the
65 Broadway Mortgage Loan and the AC by Marriott San Jose Mortgage Loan are
serviced (filed as Exhibit 4.6 to the registrant's Current Report on Form 8-K
filed on June 19, 2019 under SEC File No. 333-227446-04 and incorporated by reference
herein).
(4.7)
Pooling
and Servicing Agreement, dated as of December 1, 2018, between Barclays
Commercial Mortgage 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, National Association, as trustee, and Park Bridge Lender Services LLC,
as operating advisor and asset representations reviewer, relating to the BBCMS
2018-C2 securitization transaction, pursuant to which the Shelbourne Global
Portfolio II Mortgage Loan is serviced (filed as Exhibit 4.7 to the
registrant's Current Report on Form 8-K filed on June 19, 2019 under SEC File
No. 333-227446-04 and incorporated by reference herein).
(4.8)
Pooling
and Servicing Agreement, dated as of April 1, 2019, between Deutsche Mortgage
& Asset Receiving Corporation, as depositor, KeyBank National Association,
as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank,
National Association, as certificate administrator, paying agent and custodian,
Wells Fargo Bank, National Association, as trustee, and Pentalpha Surveillance
LLC, as operating advisor and asset representations reviewer, relating to the
Benchmark 2019-B10 securitization transaction, pursuant to which the 3 Columbus
Circle Mortgage Loan is serviced (filed as Exhibit 4.8 to the registrant's
Current Report on Form 8-K filed on June 19, 2019 under SEC File No.
333-227446-04 and incorporated by reference herein).
(4.9)
Pooling
and Servicing Agreement, dated as of July 1, 2019, between Morgan Stanley
Capital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer, LNR Partners, LLC, as special
servicer, Wells Fargo Bank, National Association, as certificate administrator
and trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset
representations reviewer, relating to the MSC 2019-H7 securitization
transaction, pursuant to which the SoCal Retail Portfolio Mortgage Loan is
serviced (filed as Exhibit 4.9 to the registrant's Current Report on Form 8-K
filed on July 31, 2019 under SEC File No. 333-227446-04 and incorporated by
reference herein).
(31)
Rule 13a-14(d)/15d-14(d) Certification.
(33)
Reports on assessment of compliance with servicing 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, a Division of PNC Bank, National
Association, as Master Servicer
33.4
Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer (see Exhibit 33.3)
33.5
Park Bridge Lender Services LLC, as Operating Advisor
33.6
Wells Fargo Bank, National Association, as Master
Servicer under the BANK 2019-BNK18 securitization, pursuant to which the
following mortgage loans were serviced by such party: 9201 West Sunset Boulevard
(from 6/19/19 to 12/31/19) and Westin Atlanta Airport (from 6/19/19 to
12/31/19)
33.7
CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant under the BANK 2019-BNK18 securitization,
pursuant to which the following mortgage loans were serviced by such party:
9201 West Sunset Boulevard (from 6/19/19 to 12/31/19) and Westin Atlanta
Airport (from 6/19/19 to 12/31/19)
33.8
National Tax Search, LLC, as Servicing Function
Participant under the BANK 2019-BNK18 securitization, pursuant to which the
following mortgage loans were serviced by such party: 9201 West Sunset
Boulevard (from 6/19/19 to 12/31/19) and Westin Atlanta Airport (from 6/19/19
to 12/31/19)
33.9
Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer under the MSC 2019-H7 securitization, pursuant
to which the following mortgage loans were serviced by such party: SoCal Retail
Portfolio (from 7/25/19 to 12/31/19) (see Exhibit 33.3)
33.10
Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer under the ILPT 2019-SURF securitization,
pursuant to which the following mortgage loans were serviced by such party:
ILPT Hawaii Portfolio (from 6/19/19 to 12/31/19) (see Exhibit 33.3)
33.11
Wells Fargo Bank, National Association, as Master
Servicer under the BANK 2019-BNK17 securitization, pursuant to which the
following mortgage loans were serviced by such party: Tower 28 (from 6/19/19 to
12/31/19) (see Exhibit 33.6)
33.12
CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant under the BANK 2019-BNK17 securitization,
pursuant to which the following mortgage loans were serviced by such party:
Tower 28 (from 6/19/19 to 12/31/19) (see Exhibit 33.7)
33.13
National Tax Search, LLC, as Servicing Function
Participant under the BANK 2019-BNK17 securitization, pursuant to which the
following mortgage loans were serviced by such party: Tower 28 (from 6/19/19 to
12/31/19) (see Exhibit 33.8)
33.14
Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer under the BBCMS 2019-C3 securitization,
pursuant to which the following mortgage loans were serviced by such party: The
Block Northway (from 6/19/19 to 12/31/19) (see Exhibit 33.3)
33.15
KeyBank National Association, as Master Servicer under
the CF 2019-CF1 securitization, pursuant to which the following mortgage loans
were serviced by such party: 65 Broadway (from 6/19/19 to 12/31/19) and AC by
Marriott San Jose (from 6/19/19 to 12/31/19)
33.16
Wells Fargo Bank, National Association, as Master
Servicer under the BBCMS 2018-C2 securitization, pursuant to which the
following mortgage loans were serviced by such party: Shelbourne Global
Portfolio II (from 6/19/19 to 12/31/19) (see Exhibit 33.6)
33.17
CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant under the BBCMS 2018-C2 securitization, pursuant
to which the following mortgage loans were serviced by such party: Shelbourne
Global Portfolio II (from 6/19/19 to 12/31/19) (see Exhibit 33.7)
33.18
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: Shelbourne Global
Portfolio II (from 6/19/19 to 12/31/19) (see Exhibit 33.8)
33.19
Berkeley Point Capital LLC, as Sub-Servicer
under the BBCMS 2018-C2 securitization, pursuant to which the following
mortgage loans were serviced by such party: Shelbourne Global Portfolio II
(from 6/19/19 to 12/31/19)
33.20
KeyBank National Association, as Master Servicer under
the Benchmark 2019-B10 securitization, pursuant to which the following mortgage
loans were serviced by such party: 3 Columbus Circle (from 6/19/19 to 12/31/19)
(see Exhibit 33.15)
33.21
Midland Loan Services, a Division of PNC Bank,
National Association, as Sub-Servicer under the Benchmark 2019-B10 securitization,
pursuant to which the following mortgage loans were serviced by such party: 3
Columbus Circle (from 6/19/19 to 12/31/19) (see Exhibit 33.3)
33.22
Rialto Capital Advisors, LLC, as Special Servicer under
the BANK 2019-BNK18 securitization, pursuant to which the following mortgage
loans were serviced by such party: 9201 West Sunset Boulevard (from 6/19/19 to
12/31/19) and Westin Atlanta Airport (from 6/19/19 to 12/31/19)
33.23
LNR Partners, LLC, as Special Servicer under the MSC
2019-H7 securitization, pursuant to which the following mortgage loans were
serviced by such party: SoCal Retail Portfolio (from 7/25/19 to 12/31/19)
33.24
Rialto Capital Advisors, LLC, as Special Servicer under
the ILPT 2019-SURF securitization, pursuant to which the following mortgage
loans were serviced by such party: ILPT Hawaii Portfolio (from 6/19/19 to
12/31/19) (see Exhibit 33.22)
33.25
Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer under the BANK 2019-BNK17 securitization,
pursuant to which the following mortgage loans were serviced by such party:
Tower 28 (from 6/19/19 to 12/31/19) (see Exhibit 33.3)
33.26
Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer under the BBCMS 2019-C3 securitization,
pursuant to which the following mortgage loans were serviced by such party: The
Block Northway (from 6/19/19 to 12/31/19) (see Exhibit 33.3)
33.27
LNR Partners, LLC, as Special Servicer under the CF
2019-CF1 securitization, pursuant to which the following mortgage loans were
serviced by such party: AC by Marriott San Jose (from 6/19/19 to 12/31/19) (see
Exhibit 33.23)
33.28
LNR Partners, LLC, as Special Servicer under the BBCMS
2018-C2 securitization, pursuant to which the following mortgage loans were
serviced by such party: Shelbourne Global Portfolio II (from 6/19/19 to
12/31/19) (see Exhibit 33.23)
33.29
LNR Partners, LLC, as Special Servicer under the
Benchmark 2019-B10 securitization, pursuant to which the following mortgage
loans were serviced by such party: 3 Columbus Circle (from 6/19/19 to 12/31/19)
(see Exhibit 33.23)
33.30
Wells Fargo Bank, National Association, as Custodian
under the BANK 2019-BNK18 securitization, pursuant to which the following
mortgage loans were serviced by such party: 9201 West Sunset Boulevard (from
6/19/19 to 12/31/19) and Westin Atlanta Airport (from 6/19/19 to 12/31/19) (see
Exhibit 33.2)
33.31
Wells Fargo Bank, National Association, as Custodian
under the MSC 2019-H7 securitization, pursuant to which the following mortgage
loans were serviced by such party: SoCal Retail Portfolio (from 7/25/19 to
12/31/19) (see Exhibit 33.2)
33.32
Wells Fargo Bank, National Association, as Custodian
under the ILPT 2019-SURF securitization, pursuant to which the following
mortgage loans were serviced by such party: ILPT Hawaii Portfolio (from 6/19/19
to 12/31/19) (see Exhibit 33.2)
33.33
Wells Fargo Bank, National Association, as Custodian
under the BANK 2019-BNK17 securitization, pursuant to which the following
mortgage loans were serviced by such party: Tower 28 (from 6/19/19 to 12/31/19)
(see Exhibit 33.2)
33.34
Wells Fargo Bank, National Association, as Custodian
under the BBCMS 2019-C3 securitization, pursuant to which the following
mortgage loans were serviced by such party: The Block Northway (from 6/19/19 to
12/31/19) (see Exhibit 33.2)
33.35
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: Shelbourne Global Portfolio II
(from 6/19/19 to 12/31/19) (see Exhibit 33.2)
33.36
Wells Fargo Bank, National Association, as Custodian
under the Benchmark 2019-B10 securitization, pursuant to which the following
mortgage loans were serviced by such party: 3 Columbus Circle (from 6/19/19 to
12/31/19) (see Exhibit 33.2)
(34).
Attestation reports on assessment of compliance with servicing criteria for
asset-backed securities.
34.1
Wells Fargo Bank, National Association, as Certificate
Administrator
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
Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer (see Exhibit 34.3)
34.5
Park Bridge Lender Services LLC, as Operating Advisor
34.6
Wells Fargo Bank, National Association, as Master
Servicer under the BANK 2019-BNK18 securitization, pursuant to which the
following mortgage loans were serviced by such party: 9201 West Sunset
Boulevard (from 6/19/19 to 12/31/19) and Westin Atlanta Airport (from 6/19/19
to 12/31/19)
34.7
CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant under the BANK 2019-BNK18 securitization,
pursuant to which the following mortgage loans were serviced by such party:
9201 West Sunset Boulevard (from 6/19/19 to 12/31/19) and Westin Atlanta
Airport (from 6/19/19 to 12/31/19)
34.8
National Tax Search, LLC, as Servicing Function
Participant under the BANK 2019-BNK18 securitization, pursuant to which the
following mortgage loans were serviced by such party: 9201 West Sunset
Boulevard (from 6/19/19 to 12/31/19) and Westin Atlanta Airport (from 6/19/19
to 12/31/19)
34.9
Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer under the MSC 2019-H7 securitization, pursuant
to which the following mortgage loans were serviced by such party: SoCal Retail
Portfolio (from 7/25/19 to 12/31/19) (see Exhibit 34.3)
34.10
Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer under the ILPT 2019-SURF securitization,
pursuant to which the following mortgage loans were serviced by such party:
ILPT Hawaii Portfolio (from 6/19/19 to 12/31/19) (see Exhibit 34.3)
34.11
Wells Fargo Bank, National Association, as Master
Servicer under the BANK 2019-BNK17 securitization, pursuant to which the
following mortgage loans were serviced by such party: Tower 28 (from 6/19/19 to
12/31/19) (see Exhibit 34.6)
34.12
CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant under the BANK 2019-BNK17 securitization,
pursuant to which the following mortgage loans were serviced by such party:
Tower 28 (from 6/19/19 to 12/31/19) (see Exhibit 34.7)
34.13
National Tax Search, LLC, as Servicing Function
Participant under the BANK 2019-BNK17 securitization, pursuant to which the
following mortgage loans were serviced by such party: Tower 28 (from 6/19/19 to
12/31/19) (see Exhibit 34.8)
34.14
Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer under the BBCMS 2019-C3 securitization,
pursuant to which the following mortgage loans were serviced by such party: The
Block Northway (from 6/19/19 to 12/31/19) (see Exhibit 34.3)
34.15
KeyBank National Association, as Master Servicer under
the CF 2019-CF1 securitization, pursuant to which the following mortgage loans
were serviced by such party: 65 Broadway (from 6/19/19 to 12/31/19) and AC by
Marriott San Jose (from 6/19/19 to 12/31/19)
34.16
Wells Fargo Bank, National Association, as Master
Servicer under the BBCMS 2018-C2 securitization, pursuant to which the
following mortgage loans were serviced by such party: Shelbourne Global
Portfolio II (from 6/19/19 to 12/31/19) (see Exhibit 34.6)
34.17
CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant under the BBCMS 2018-C2 securitization, pursuant
to which the following mortgage loans were serviced by such party: Shelbourne
Global Portfolio II (from 6/19/19 to 12/31/19) (see Exhibit 34.7)
34.18
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: Shelbourne Global
Portfolio II (from 6/19/19 to 12/31/19) (see Exhibit 34.8)
34.19
Berkeley Point Capital LLC, as Sub-Servicer
under the BBCMS 2018-C2 securitization, pursuant to which the following
mortgage loans were serviced by such party: Shelbourne Global Portfolio II
(from 6/19/19 to 12/31/19)
34.20
KeyBank National Association, as Master Servicer under
the Benchmark 2019-B10 securitization, pursuant to which the following mortgage
loans were serviced by such party: 3 Columbus Circle (from 6/19/19 to 12/31/19)
(see Exhibit 34.15)
34.21
Midland Loan Services, a Division of PNC Bank,
National Association, as Sub-Servicer under the Benchmark 2019-B10
securitization, pursuant to which the following mortgage loans were serviced by
such party: 3 Columbus Circle (from 6/19/19 to 12/31/19) (see Exhibit 34.3)
34.22
Rialto Capital Advisors, LLC, as Special Servicer under
the BANK 2019-BNK18 securitization, pursuant to which the following mortgage
loans were serviced by such party: 9201 West Sunset Boulevard (from 6/19/19 to
12/31/19) and Westin Atlanta Airport (from 6/19/19 to 12/31/19)
34.23
LNR Partners, LLC, as Special Servicer under the MSC
2019-H7 securitization, pursuant to which the following mortgage loans were
serviced by such party: SoCal Retail Portfolio (from 7/25/19 to 12/31/19)
34.24
Rialto Capital Advisors, LLC, as Special Servicer under
the ILPT 2019-SURF securitization, pursuant to which the following mortgage
loans were serviced by such party: ILPT Hawaii Portfolio (from 6/19/19 to
12/31/19) (see Exhibit 34.22)
34.25
Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer under the BANK 2019-BNK17 securitization,
pursuant to which the following mortgage loans were serviced by such party:
Tower 28 (from 6/19/19 to 12/31/19) (see Exhibit 34.3)
34.26
Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer under the BBCMS 2019-C3 securitization,
pursuant to which the following mortgage loans were serviced by such party: The
Block Northway (from 6/19/19 to 12/31/19) (see Exhibit 34.3)
34.27
LNR Partners, LLC, as Special Servicer under the CF 2019-CF1
securitization, pursuant to which the following mortgage loans were serviced by
such party: AC by Marriott San Jose (from 6/19/19 to 12/31/19) (see Exhibit
34.23)
34.28
LNR Partners, LLC, as Special Servicer under the BBCMS
2018-C2 securitization, pursuant to which the following mortgage loans were
serviced by such party: Shelbourne Global Portfolio II (from 6/19/19 to
12/31/19) (see Exhibit 34.23)
34.29
LNR Partners, LLC, as Special Servicer under the
Benchmark 2019-B10 securitization, pursuant to which the following mortgage
loans were serviced by such party: 3 Columbus Circle (from 6/19/19 to 12/31/19)
(see Exhibit 34.23)
34.30
Wells Fargo Bank, National Association, as Custodian
under the BANK 2019-BNK18 securitization, pursuant to which the following
mortgage loans were serviced by such party: 9201 West Sunset Boulevard (from
6/19/19 to 12/31/19) and Westin Atlanta Airport (from 6/19/19 to 12/31/19) (see
Exhibit 34.2)
34.31
Wells Fargo Bank, National Association, as Custodian
under the MSC 2019-H7 securitization, pursuant to which the following mortgage
loans were serviced by such party: SoCal Retail Portfolio (from 7/25/19 to
12/31/19) (see Exhibit 34.2)
34.32
Wells Fargo Bank, National Association, as Custodian
under the ILPT 2019-SURF securitization, pursuant to which the following mortgage
loans were serviced by such party: ILPT Hawaii Portfolio (from 6/19/19 to
12/31/19) (see Exhibit 34.2)
34.33
Wells Fargo Bank, National Association, as Custodian under
the BANK 2019-BNK17 securitization, pursuant to which the following mortgage
loans were serviced by such party: Tower 28 (from 6/19/19 to 12/31/19) (see
Exhibit 34.2)
34.34
Wells Fargo Bank, National Association, as Custodian
under the BBCMS 2019-C3 securitization, pursuant to which the following
mortgage loans were serviced by such party: The Block Northway (from 6/19/19 to
12/31/19) (see Exhibit 34.2)
34.35
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: Shelbourne Global Portfolio II
(from 6/19/19 to 12/31/19) (see Exhibit 34.2)
34.36
Wells Fargo Bank, National Association, as Custodian
under the Benchmark 2019-B10 securitization, pursuant to which the following
mortgage loans were serviced by such party: 3 Columbus Circle (from 6/19/19 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, a Division of PNC Bank, National
Association, as Master Servicer
35.4
Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer (see Exhibit 35.3)
35.5
Wells Fargo Bank, National Association, as Master
Servicer under the BANK 2019-BNK18 securitization, pursuant to which the
following mortgage loans were serviced by such party: 9201 West Sunset
Boulevard (from 6/19/19 to 12/31/19) and Westin Atlanta Airport (from 6/19/19
to 12/31/19)
35.6
Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer under the MSC 2019-H7 securitization, pursuant
to which the following mortgage loans were serviced by such party: SoCal Retail
Portfolio (from 7/25/19 to 12/31/19) (see Exhibit 35.3)
35.7
Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer under the ILPT 2019-SURF securitization,
pursuant to which the following mortgage loans were serviced by such party:
ILPT Hawaii Portfolio (from 6/19/19 to 12/31/19) (see Exhibit 35.3)
35.8
Wells Fargo Bank, National Association, as Master
Servicer under the BANK 2019-BNK17 securitization, pursuant to which the
following mortgage loans were serviced by such party: Tower 28 (from 6/19/19 to
12/31/19) (see Exhibit 35.5)
35.9
Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer under the BBCMS 2019-C3 securitization,
pursuant to which the following mortgage loans were serviced by such party: The
Block Northway (from 6/19/19 to 12/31/19) (see Exhibit 35.3)
35.10
Wells Fargo Bank, National Association, as Master
Servicer under the BBCMS 2018-C2 securitization, pursuant to which the
following mortgage loans were serviced by such party: Shelbourne Global Portfolio
II (from 6/19/19 to 12/31/19) (see Exhibit 35.5)
35.11
Berkeley Point Capital LLC, as Sub-Servicer
under the BBCMS 2018-C2 securitization, pursuant to which the following
mortgage loans were serviced by such party: Shelbourne Global Portfolio II
(from 6/19/19 to 12/31/19)
35.12
Midland Loan Services, a Division of PNC
Bank, National Association, as Sub-Servicer under the Benchmark 2019-B10
securitization, pursuant to which the following mortgage loans were serviced by
such party: 3 Columbus Circle (from 6/19/19 to 12/31/19) (see Exhibit 35.3)
35.13
Rialto Capital Advisors, LLC, as Special Servicer under
the BANK 2019-BNK18 securitization, pursuant to which the following mortgage
loans were serviced by such party: 9201 West Sunset Boulevard (from 6/19/19 to
12/31/19) and Westin Atlanta Airport (from 6/19/19 to 12/31/19)
35.14
LNR Partners, LLC, as Special Servicer under the MSC
2019-H7 securitization, pursuant to which the following mortgage loans were
serviced by such party: SoCal Retail Portfolio (from 7/25/19 to 12/31/19)
35.15
Rialto Capital Advisors, LLC, as Special Servicer under
the ILPT 2019-SURF securitization, pursuant to which the following mortgage
loans were serviced by such party: ILPT Hawaii Portfolio (from 6/19/19 to
12/31/19) (see Exhibit 35.13)
35.16
Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer under the BANK 2019-BNK17 securitization,
pursuant to which the following mortgage loans were serviced by such party:
Tower 28 (from 6/19/19 to 12/31/19) (see Exhibit 35.3)
35.17
Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer under the BBCMS 2019-C3 securitization,
pursuant to which the following mortgage loans were serviced by such party: The
Block Northway (from 6/19/19 to 12/31/19) (see Exhibit 35.3)
35.18
LNR Partners, LLC, as Special Servicer under the CF
2019-CF1 securitization, pursuant to which the following mortgage loans were
serviced by such party: AC by Marriott San Jose (from 6/19/19 to 12/31/19) (see
Exhibit 35.14)
35.19
LNR Partners, LLC, as Special Servicer under the BBCMS
2018-C2 securitization, pursuant to which the following mortgage loans were
serviced by such party: Shelbourne Global Portfolio II (from 6/19/19 to
12/31/19) (see Exhibit 35.14)
35.20
LNR Partners, LLC, as Special Servicer under the
Benchmark 2019-B10 securitization, pursuant to which the following mortgage loans
were serviced by such party: 3 Columbus Circle (from 6/19/19 to 12/31/19) (see
Exhibit 35.14)
35.21
Wells Fargo Bank, National Association, as Custodian
under the BANK 2019-BNK18 securitization, pursuant to which the following
mortgage loans were serviced by such party: 9201 West Sunset Boulevard (from
6/19/19 to 12/31/19) and Westin Atlanta Airport (from 6/19/19 to 12/31/19) (see
Exhibit 35.2)
35.22
Wells Fargo Bank, National Association, as Custodian
under the MSC 2019-H7 securitization, pursuant to which the following mortgage
loans were serviced by such party: SoCal Retail Portfolio (from 7/25/19 to
12/31/19) (see Exhibit 35.2)
35.23
Wells Fargo Bank, National Association, as Custodian
under the ILPT 2019-SURF securitization, pursuant to which the following
mortgage loans were serviced by such party: ILPT Hawaii Portfolio (from 6/19/19
to 12/31/19) (see Exhibit 35.2)
35.24
Wells Fargo Bank, National Association, as Custodian
under the BANK 2019-BNK17 securitization, pursuant to which the following
mortgage loans were serviced by such party: Tower 28 (from 6/19/19 to 12/31/19)
(see Exhibit 35.2)
35.25
Wells Fargo Bank, National Association, as Custodian
under the BBCMS 2019-C3 securitization, pursuant to which the following
mortgage loans were serviced by such party: The Block Northway (from 6/19/19 to
12/31/19) (see Exhibit 35.2)
35.26
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: Shelbourne Global Portfolio II
(from 6/19/19 to 12/31/19) (see Exhibit 35.2)
35.27
Wells Fargo Bank, National Association, as Custodian
under the Benchmark 2019-B10 securitization, pursuant to which the following
mortgage loans were serviced by such party: 3 Columbus Circle (from 6/19/19 to
12/31/19) (see Exhibit 35.2)
(99.1)
Mortgage
Loan Purchase Agreement, dated June 5, 2019, between Morgan Stanley Capital I
Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filed as Exhibit 99.1 to
the registrant's Current Report on Form 8-K filed on June 19, 2019 under SEC
File No. 333-227446-04 and incorporated by reference herein).
(99.2)
Mortgage Loan Purchase Agreement, dated June 5, 2019, between Morgan Stanley
Capital I Inc. and Argentic Real Estate Finance LLC (filed as Exhibit 99.2 to
the registrant's Current Report on Form 8-K filed on June 19, 2019 under SEC
File No. 333-227446-04 and incorporated by reference herein).
(99.3)
Mortgage
Loan Purchase Agreement, dated June 5, 2019, between Morgan Stanley Capital I
Inc. and Cantor Commercial Real Estate Lending, L.P. (filed as Exhibit 99.3 to
the registrant's Current Report on Form 8-K filed on June 19, 2019 under SEC
File No. 333-227446-04 and incorporated by reference herein).
(99.4)
Mortgage Loan Purchase Agreement, dated June 5, 2019, between Morgan Stanley
Capital I Inc. and Starwood Mortgage Capital LLC (filed as Exhibit 99.4 to the
registrant's Current Report on Form 8-K filed on June 19, 2019 under SEC File
No. 333-227446-04 and incorporated by reference herein).
(99.5)
Agreement
between Note Holders, dated as of May 31, 2019, by and among Morgan Stanley
Bank, N.A., as initial note A-1 holder, and Morgan Stanley Bank, N.A., as
initial note A-2 holder, relating to the 9201 Sunset Boulevard loan combination
(filed as Exhibit 99.5 to the registrant's Current Report on Form 8-K filed on
June 19, 2019 under SEC File No. 333-227446-04 and incorporated by reference
herein).
(99.6)
Agreement
between Note Holders, dated as of June 19, 2019, by and among Argentic Real
Estate Finance LLC, as initial A-1 holder, Argentic Real Estate Finance LLC, as
initial A-2 holder, Argentic Real Estate Finance LLC, as initial A-3 holder,
Argentic Real Estate Finance LLC, as initial A-4 holder, Argentic Real Estate
Finance LLC, as initial A-5 holder, Argentic Real Estate Finance LLC, as
initial A-6 holder, Argentic Real Estate Finance LLC, as initial A-7 holder and
Argentic Real Estate Finance LLC, as initial A-8 holder, relating to the SoCal
Retail Portfolio loan combination (filed as Exhibit 99.6 to the registrant's
Current Report on Form 8-K filed on June 19, 2019 under SEC File No. 333-227446-04
and incorporated by reference herein).
(99.7)
Agreement
between Note Holders, dated as of March 7, 2019, by and among Morgan Stanley
Bank, N.A., as initial note A-1 holder, initial note A-5-1 holder, initial note
A-5-2 holder, initial note A-5-3 holder and initial note A-5-4 holder, Citi
Real Estate Funding Inc., as initial note A-2 holder, initial note A-6-1 holder
and initial note A-6-2 holder, UBS AG, New York Branch, as initial note A-3
holder, initial note A-7-1 holder, initial note A-7-2 holder, initial note A-9
holder, initial note A-10 holder and initial note A-11 holder, JPMorgan Chase
Bank, National Association, as initial note A-4 holder, initial note A-8-1
holder and initial note A-8-2 holder, relating to the ILPT Hawaii Portfolio
loan combination (filed as Exhibit 99.7 to the registrant's Current Report on
Form 8-K filed on June 19, 2019 under SEC File No. 333-227446-04 and incorporated
by reference herein).
(99.8)
Intercreditor
Agreement, dated as of March 25, 2019, by and between Morgan Stanley Bank,
N.A., as initial A-1 holder, Morgan Stanley Bank, N.A., as initial A-2 holder,
and Morgan Stanley Mortgage Capital Holdings LLC, as initial note B holder,
relating to the Tower 28 loan combination (filed as Exhibit 99.8 to the
registrant's Current Report on Form 8-K filed on June 19, 2019 under SEC File
No. 333-227446-04 and incorporated by reference herein).
(99.9)
Agreement
Between Note Holders, dated as of June 19, 2019, by and between Morgan Stanley
Bank, N.A., as initial A-1 holder, Morgan Stanley Bank, N.A., as initial A-2
holder, relating to the FedEx Niles loan combination (filed as Exhibit 99.9 to
the registrant's Current Report on Form 8-K filed on June 19, 2019 under SEC
File No. 333-227446-04 and incorporated by reference herein).
(99.10)
Agreement
Between Note Holders, dated as of March 14, 2019, by and between UBS AG, by and
through its branch office at 1285 Avenue of the Americas, New York, New York,
as initial note A-1 holder, initial note A-3 holder, initial note A-6 holder
and initial note A-7-1 holder, Morgan Stanley Mortgage Capital Holdings LLC, as
initial note A-2 holder, initial note A-4 holder, initial note A-5 holder,
initial note A-7-2 holder and initial note A-8 holder, relating to The Block
Northway loan combination (filed as Exhibit 99.10 to the registrant's Current
Report on Form 8-K filed on June 19, 2019 under SEC File No. 333-227446-04 and
incorporated by reference herein).
(99.11)
Agreement Between Note Holders, dated as of April 5, 2019, by and between
Cantor Commercial Real Estate Lending, L.P., as initial note A-1 holder, Cantor
Commercial Real Estate Lending, L.P., as initial note A-2 holder, and Cantor
Commercial Real Estate Lending, L.P., as initial subordinate noteholder,
relating to the 65 Broadway loan combination (filed as Exhibit 99.11 to the
registrant's Current Report on Form 8-K filed on June 19, 2019 under SEC File
No. 333-227446-04 and incorporated by reference herein).
(99.12)
Co-Lender
Agreement, dated as of April 30, 2019, by and between Cantor Commercial Real
Estate Lending, L.P., as initial note A-1 holder, and Cantor Commercial Real
Estate Lending, L.P., as note A-2 holder, relating to the AC by Marriott San
Jose loan combination (filed as Exhibit 99.12 to the registrant's Current
Report on Form 8-K filed on June 19, 2019 under SEC File No. 333-227446-04 and
incorporated by reference herein).
(99.13)
Agreement
Between Note Holders, dated as of May 31, 2019, by and between Morgan Stanley
Bank, N.A., as initial note A-1-A holder, and Morgan Stanley Bank, N.A., as
initial note A-1-B holder, and Morgan Stanley Bank, N.A., as initial note A-3
holder, relating to the Westin Atlanta loan combination (filed as Exhibit 99.13
to the registrant's Current Report on Form 8-K/A filed on February 24, 2020
under SEC File No. 333-227446-04 and incorporated by reference herein).
(99.14)
Co-Lender
Agreement, dated as of December 20, 2018, by and between Cantor Commercial Real
Estate Lending, L.P., as initial note A-1 holder, Cantor Commercial Real Estate
Lending, L.P., as initial note A-2 holder, Cantor Commercial Real Estate
Lending, L.P., as initial note A-3 holder, Cantor Commercial Real Estate
Lending, L.P., as initial note A-4 holder, Cantor Commercial Real Estate
Lending, L.P., as initial note A-5 holder, and Cantor Commercial Real Estate
Lending, L.P., as initial note A-6 holder, relating to the Shelbourne Global
Portfolio II loan combination (filed as Exhibit 99.14 to the registrant's
Current Report on Form 8-K filed on June 19, 2019 under SEC File No.
333-227446-04 and incorporated by reference herein).
(99.15)
Agreement
Between Note Holders, dated as of March 13, 2019, by and between JPMorgan Chase
Bank, National Association, as initial note A-1-1 holder, initial note A-1-2
holder, initial note A-1-3 holder, initial note A-1-4 holder, initial note
A-1-5 holder, initial note A-1-6 holder, initial note A-1-7 holder and initial
note A-1-8 holder, Deutsche Bank AG, acting through its New York branch, as
note A-2-1 holder, note A-2-2 holder, note A-2-3 holder, note A-2-4 holder and
note A-2-5 holder, JPMorgan Chase Bank, National Association, as initial note
B-1 holder, and Deutsche Bank AG, acting through its New York branch, as note
B-2 holder, relating to the 3 Columbus Circle loan combination (filed as Exhibit
99.15 to the registrant's Current Report on Form 8-K filed on June 19, 2019
under SEC File No. 333-227446-04 and incorporated by reference herein).
(99.16)
Sub-Servicing
Agreement, dated as of December 1, 2018, between Wells Fargo Bank, National
Association, as master servicer, and Berkeley Point Capital LLC, d/b/a Newmark
Knight Frank, as sub-servicer (filed as Exhibit 99.16 to the registrant's Current
Report on Form 8-K filed on June 19, 2019 under SEC File No. 333-227446-04 and
incorporated by reference herein).
(b)
See (a) above.
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Morgan
Stanley Capital I Inc.
By:
/s/ Jane Lam
Jane
Lam, Director and President
(senior
officer in charge of securitization of the depositor)