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, 2020
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:333-206582-17
Central Index Key Number of the issuing entity:0001751743
Morgan Stanley Capital I
Trust 2018-L1
(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:0001089877
KeyBank National Association
(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 Estate
Lending, L.P.
(exact name of the sponsor as specified in its charter)
New York
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38-4088383
38-4088384
38-7206240
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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:
NONE.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes
___ No X
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
Yes
___ No X
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 every
Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit such
files).
Not
applicable.
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 has filed a report on and attestation to
its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its
audit report.
Not
applicable.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
Yes
___ No X
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.
Not
applicable.
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.
Not
applicable.
Indicate
the number of shares outstanding of each of the registrant's classes of common
stock, as of the latest practicable date.
Not
applicable.
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 2018-L1 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 Aventura Mall mortgage
loan, which is serviced pursuant to the AMT 2018-AVM trust and servicing agreement
attached hereto as Exhibit 4.2;
• the Griffin Portfolio II
mortgage loan, which is serviced pursuant to the BANK 2018-BNK13 pooling and
servicing agreement attached hereto as Exhibit 4.3;
• the Millennium Partners
Portfolio mortgage loan, which is serviced pursuant to the MSC 2018-MP trust
and servicing agreement attached hereto as Exhibit 4.4;
• The Gateway mortgage loan,
which is serviced pursuant to the COMM 2018-HOME trust and servicing agreement
attached hereto as Exhibit 4.5;
• the Zenith Ridge mortgage
loan, which is serviced pursuant to the CD 2018-CD7 pooling and servicing
agreement attached hereto as Exhibit 4.6;
• the Playa Largo mortgage loan
and the Shoppes at Chino Hills mortgage loan, which are serviced pursuant to
the MSC 2018-H3 pooling and servicing agreement attached hereto as Exhibit 4.7;
• the Shelbourne Global Portfolio I mortgage loan,
which is serviced pursuant to the UBS 2018-C13 pooling and servicing agreement
attached hereto as Exhibit 4.8; and
• the Regions Tower mortgage
loan, which is serviced pursuant to the BANK 2019-BNK16 pooling and servicing
agreement attached hereto as Exhibit 4.9.
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 2018-BNK13 pooling and
servicing agreement, only has obligations in respect of certain mortgage loans
sold to the BANK 2018-BNK13 securitization trust by NCB, N.A. or its affiliate
and has no obligations with respect to the Griffin Portfolio II mortgage loan
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.
• NCB, N.A. as NCB master
servicer and NCB special servicer under the BANK 2019-BNK16 pooling and
servicing agreement, only has obligations in respect of certain mortgage loans
sold to the BANK 2019-BNK16 securitization trust by NCB, N.A. or its affiliate
and has no obligations with respect to the Regions Tower mortgage loan 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.
• CWCapital Asset Management
LLC is the special servicer under the AMT 2018-AVM trust and servicing
agreement, pursuant to which the Aventura Mall mortgage loan is serviced.
Because CWCapital Asset Management LLC is not the MSC 2018-L1 special servicer,
is not affiliated with any sponsor and services only the Aventura Mall mortgage
loan, which constitutes more than 5% but less than 10% of the mortgage pool,
CWCapital Asset Management LLC, as AMT 2018-AVM special 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.
• Torchlight Loan Services, LLC
is the special servicer under the BANK 2018-BNK13 pooling and servicing
agreement, pursuant to which the Griffin Portfolio II mortgage loan is
serviced. Because Torchlight Loan Services, LLC is not the MSC 2018-L1 special
servicer, is not affiliated with any sponsor and services only the Griffin
Portfolio II mortgage loan, which constitutes more than 5% but less than 10% of
the mortgage pool, Torchlight Loan Services, LLC, as BANK 2018-BNK13 special
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.
• Wells Fargo Bank, National
Association is the special servicer under the MSC 2018-MP trust and servicing
agreement, pursuant to which the Millennium Partners Portfolio mortgage loan is
serviced. Because Wells Fargo Bank, National Association is not the MSC 2018-L1
special servicer, is not affiliated with any sponsor and services only the
Millennium Partners Portfolio mortgage loan, which constitutes more than 5% but
less than 10% of the mortgage pool, Wells Fargo Bank, National Association, as
MSC 2018-MP special 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.
• Aegon USA Realty Advisors,
LLC is the special servicer under the COMM 2018-HOME trust and servicing
agreement, pursuant to which The Gateway mortgage loan is serviced.
Because Aegon USA Realty Advisors, LLC is not the MSC 2018-L1 special servicer,
is not affiliated with any sponsor and services only The Gateway mortgage loan,
which constitutes less than 5% of the mortgage pool, Aegon USA Realty Advisors,
LLC, as COMM 2018-HOME special servicer, 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.
• Rialto Capital Advisors, LLC
is the special servicer under the CD 2018-CD7 pooling and servicing agreement,
pursuant to which the Zenith Ridge mortgage loan is serviced. Because
Rialto Capital Advisors, LLC is not the MSC 2018-L1 special servicer, is not
affiliated with any sponsor and services only the Zenith Ridge mortgage loan,
which constitutes less than 5% of the mortgage pool, Rialto Capital Advisors,
LLC, as CD 2018-CD7 special servicer, 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 Westside NYC Multifamily Portfolio special servicer under the CD 2018-CD7
pooling and servicing agreement, only has obligations in respect of the
Westside NYC Multifamily Portfolio mortgage loan securitized thereunder. Such
party has no obligations with respect to the Zenith Ridge mortgage loan 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.
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:
• Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer, engaged the services
of KeyBank National Association and Berkeley Point
Capital LLC, in each case as a sub-servicer in
respect of the entire mortgage pool for the reporting period.
• Wells Fargo Bank, National
Association, as master servicer under the AMT 2018-AVM trust and servicing
agreement, pursuant to which the Aventura Mall 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 Aventura Mall mortgage loan for the reporting period.
• Wells Fargo Bank, National
Association, as master servicer under the BANK 2018-BNK13 pooling and servicing
agreement, pursuant to which the Griffin Portfolio II 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 Griffin Portfolio II mortgage loan 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 Regions Tower 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 Regions Tower mortgage loan for the reporting period.
• Wells Fargo Bank, National
Association, as master servicer and special servicer under the MSC 2018-MP
trust and servicing agreement, pursuant to which the Millennium Partners
Portfolio 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 Millennium Partners
Portfolio mortgage loan for the reporting period.
• Wells Fargo Bank, National
Association, as master servicer under the COMM 2018-HOME pooling and servicing
agreement, pursuant to which The Gateway 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
Gateway mortgage loan for the reporting period.
• Wells Fargo Bank,
National Association, as master servicer under the MSC 2018-H3 pooling and
servicing agreement, pursuant to which the Playa Largo mortgage loan and the
Shoppes at Chino Hills 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 Playa Largo
mortgage loan and the Shoppes at Chino Hills 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 Accountant 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.
Not
applicable.
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 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
settlement agreement. In addition to the foregoing cases, in August 2014
and August 2015 Nomura Credit & Capital Inc. (“Nomura”) and Natixis Real
Estate Holdings, LLC (“Natixis”) filed a total of seven third-party complaints
against Wells Fargo Bank in New York state court. In the underlying first-party
actions, Nomura and Natixis have been sued for alleged breaches of
representations and warranties made in connection with residential
mortgage-backed securities sponsored by them. In the third-party actions,
Nomura and Natixis allege that Wells Fargo Bank, as master servicer, primary
servicer or securities administrator, failed to notify Nomura and Natixis of
their own breaches, failed to properly oversee the primary servicers, and
failed to adhere to accepted servicing practices. Natixis additionally alleges
that Wells Fargo Bank failed to perform default oversight duties. Wells Fargo
Bank has asserted counterclaims alleging that Nomura and Natixis failed to
provide Wells Fargo Bank notice of their representation and warranty
breaches. With respect to each of the foregoing 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 related RMBS trusts.
On December 17, 2015, U.S. Bank National Association,
the trustee under five pooling and servicing agreements for (i) Wachovia Bank
Commercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2,
(iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC Commercial
Mortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenced
a proceeding with the Second Judicial District Court of Ramsey County,
Minnesota (the “State Court”) for a declaratory judgment as to the proper
allocation of certain proceeds in the alleged amount of $560 million (“Disputed
Proceeds”) received by CWCAM in connection with the sale of the Peter Cooper
Village and Stuyvesant Town property in New York, New York securing loans held
by those trusts. CWCAM was the special servicer of such property. The petition
requests the State Court to instruct the trustee, the trust beneficiaries, and
any other interested parties as to the amount of the Disputed Proceeds, if any,
that constitute penalty interest and/or the amount of the Disputed Proceeds, if
any, that constitute gain-on-sale proceeds, with respect to each trust. On
February 24, 2016, CWCAM made a limited appearance with the State Court to file
a motion to dismiss this proceeding based on lack of jurisdiction, mootness,
standing and forum non conveniens. On July 19, 2016, the State Court denied
CWCAM’s motion to dismiss. On July 22, 2016, the action was removed to federal
court in Minnesota (“Federal Court”). On October 21, 2016, the Federal Court
held a hearing on the motion to transfer the action to the United States
District Court for the Southern District of New York (“SDNY Court”), a motion
to remand to state court and a motion to hear CWCAM’s request for reconsideration
of the motion to dismiss. On March 14, 2017, the Federal Court reserved the
determination on the motion to hear CWCAM’s request for reconsideration of the
motion to dismiss, denied the motion to remand the matter to state court and
granted the motion to transfer the proceeding to the SDNY Court. Cross motions
for judgment on the pleadings were filed but the SDNY Court was unable to
decide the case based on the pleadings and the SDNY Court ordered discovery.
All fact discovery was completed in December 2018 and expert discovery was
completed on March 15, 2019. The parties submitted cross motions for summary
judgment, and on March 19, 2020, the SDNY Court entered an opinion and order in
which it granted summary judgment in CWCAM’s favor and held that CWCAM was
entitled to the entire $614 million in penalty interest. In the 127-page
opinion, the SDNY Court found for CWCAM on every issue presented by the
trustee’s petition, namely, that the funds in dispute constitute penalty
interest and yield maintenance, not gain-on-sale proceeds, and that penalty
interest in the amount of $614 million was correctly calculated. An appeal of
the SDNY Court’s decision was taken on April 29, 2020.
On
December 1, 2017, a complaint against CWCAM and others was filed in the United
States District Court for the Southern District of New York styled as CWCapital
Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., No. 17-cv-9463 (the
“Original Complaint”). The gravamen of the Original Complaint alleged breaches
of a contract and fiduciary duties by CWCAM’s affiliate, CWCapital Investments
LLC in its capacity as collateral manager for the collateralized debt
obligation transaction involving CWCapital Cobalt Vr, Ltd. In total, there are
14 counts pled in the Original Complaint. Of those 14, 5 claims were asserted
against CWCAM for aiding and abetting breach of fiduciary duty, conversion and
unjust enrichment. On May 23, 2018, the Original Complaint was dismissed for
lack of subject matter jurisdiction. On June 28, 2018, CWCapital Cobalt Vr Ltd.
filed a substantially similar complaint in the Supreme Court of the State of
New York, County of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapital
Investments LLC, et al., Index No. 653277/2018 (the “New Complaint”). The gravamen
of the New Complaint is the same as the previous complaint filed in the United
State District Court for the Southern District of New York. In total there are
16 counts pled in the New Complaint. Of those 16 counts, 5 claims were asserted
against CWCAM for aiding and abetting breach of fiduciary duty, conversion and
unjust enrichment, 1 count seeks a declaratory judgement that the plaintiff has
the right to enforce the contracts in question and 1 count seeks an injunction
requiring the defendants to recognize the plaintiff as the directing holder for
the trusts in question. On January 11, 2019, the plaintiff dismissed with
prejudice the declaratory judgment and injunction counts. The New Complaint and
related summons was not served on the defendants until July 13, 2018 and July
16, 2018. The plaintiff’s motion for a preliminary injunction was denied by the
court on July 31, 2018. On August 3, 2018, the defendants, including CWCAM,
filed a motion to dismiss the New Complaint in its entirety. On August 20, 2019,
the court entered an order granting defendants’ motion almost in its entirety,
dismissing 11 of the 16 counts and partially dismissing 2 additional counts. Of
the remaining counts, 2 are asserted against CWCAM for aiding and abetting
breach of fiduciary duty and unjust enrichment. On September 19, 2019,
CWCapital Cobalt Vr Ltd. filed a notice of appeal relating to the August 20,
2019 dismissal order and on September 26, 2019, filed an amended complaint
against CWCI and CWCAM attempting to address deficiencies relating to certain
of the claims dismissed by the August 20, 2019 order. CWCI and CWCAM filed its
Motion to Dismiss the amended complaint on October 28, 2019. The court heard
argument on the Motion to Dismiss the amended complaint on January 22, 2020 and
on October 23, 2020, the court granted the motion dismissing the amended
claims. On November 30, 2020, CWCapital Cobalt Vr Ltd filed a notice of
appeal relating to the October 23, 2020 dismissal order. CWCAM believes
that it has performed its obligations under the related pooling and servicing
agreements in good faith and the remaining allegations in the New Complaint are
without merit. CWCAM intends to vigorously contest each of the remaining
claims.
Item
1119 of Regulation AB, Affiliations and Certain Relationships and Related
Transactions.
The
information regarding this Item has been provided previously in an annual
report on Form 10-K of the issuing entity or in the prospectus of the issuing
entity filed in a 424(b)(2) filing dated October 23, 2018.
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.
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 October 1,
2018, 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 Pentalpha Surveillance 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 8, 2019 under SEC File No.
333-206582-17 and incorporated by reference herein).
(4.2)
Trust and Servicing Agreement, dated as of June 29,
2018, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as
depositor, Wells Fargo Bank, National Association, as servicer, CWCapital Asset
Management LLC, as special servicer, Park Bridge Lender Services LLC, as
operating advisor, Wells Fargo Bank, National Association, as certificate
administrator, and Wilmington Trust, National Association, as trustee, relating
to the Aventura Mall Trust 2018-AVM securitization transaction, pursuant to which
the Aventura Mall Mortgage Loan is serviced (filed as Exhibit 4.2 to the
registrant's Current Report on Form 8-K filed on October 23, 2018 under SEC
File No. 333-206582-17 and incorporated by reference herein).
(4.3)
Pooling and Servicing Agreement, dated as of August 1,
2018, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor,
Wells Fargo Bank, National Association, as general master servicer, Torchlight
Loan Services, LLC, as general special servicer, National Cooperative Bank,
N.A., as NCB master servicer and as NCB 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 2018-BNK13
securitization transaction, pursuant to which the Griffin Portfolio II Mortgage
Loan is serviced (filed as Exhibit 4.3 to the registrant's Current Report on
Form 8-K filed on October 23, 2018 under SEC File No. 333-206582-17 and
incorporated by reference herein).
(4.4)
Trust and Servicing Agreement, dated as of August 7,
2018, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,
National Association, as servicer and as special servicer, Wilmington Trust,
National Association, as trustee and Wells Fargo Bank, National Association, as
certificate administrator and custodian, relating to the MSC 2018-MP
securitization transaction, pursuant to which the Millennium Partners Portfolio
Mortgage Loan is serviced (filed as Exhibit 4.4 to the registrant's
Current Report on Form 8-K filed on October 23, 2018 under SEC File No.
333-206582-17 and incorporated by reference herein).
(4.5)
Pooling and Servicing Agreement, dated as of June 1,
2018, between Deutsche Mortgage & Asset Receiving Corporation, as
depositor, Wells Fargo Bank, National Association, as master servicer, AEGON
USA Realty Advisors, 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, relating to the COMM 2018-HOME securitization transaction, pursuant to
which The Gateway Mortgage Loan is serviced (filed as Exhibit 4.5 to the
registrant's Current Report on Form 8-K filed on October 23, 2018 under SEC
File No. 333-206582-17 and incorporated by reference herein).
(4.6)
Pooling and Servicing Agreement, dated as of August 1,
2018, between Deutsche Mortgage & Asset Receiving Corporation, as
depositor, KeyBank National Association, as master servicer and Westside NYC
Multifamily Portfolio special servicer, Rialto Capital Advisors, LLC, as
general special servicer, Wells Fargo Bank, National Association, as
certificate administrator and as trustee, and Park Bridge Lender Services LLC,
as operating advisor and as asset representations reviewer, relating to the CD
2018-CD7 securitization transaction, pursuant to which the Zenith Ridge
Mortgage Loan is serviced (filed as Exhibit 4.6 to the registrant's
Current Report on Form 8-K filed on October 23, 2018 under SEC File No. 333-206582-17
and incorporated by reference herein).
(4.7)
Pooling and Servicing Agreement, dated as of July 1,
2018, between Morgan Stanley Capital I Inc., 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 MSC 2018-H3 securitization transaction, pursuant to which the Playa
Largo Mortgage Loan and the Shoppes at Chino Hills Mortgage Loan are
serviced (filed as Exhibit 4.7 to the registrant's Current Report on Form
8-K filed on October 23, 2018 under SEC File No. 333-206582-17 and incorporated
by reference herein).
(4.8)
Pooling and Servicing Agreement, dated as of October 1,
2018, between UBS Commercial Mortgage Securitization Corp., 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 as trustee, and Pentalpha Surveillance LLC, as
operating advisor and as asset representations reviewer, relating to the UBS
2018-C13 securitization transaction, pursuant to which the Shelbourne Global
Portfolio I Mortgage Loan is serviced (filed as Exhibit 4.8 to the
registrant's Current Report on Form 8-K filed on October 23, 2018 under SEC
File No. 333-206582-17 and incorporated by reference herein).
(4.9)
Pooling
and Servicing Agreement, dated as of February 1, 2019, among Wells Fargo
Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National
Association, as general master servicer, KeyBank National Association, as
general special servicer, National Cooperative Bank, N.A., as NCB master
servicer and as NCB special servicer, Park Bridge Lender Services LLC, as
operating advisor and as asset representations reviewer, Wells Fargo Bank,
National Association, as certificate administrator, and Wilmington Trust,
National Association, as trustee, relating to the BANK 2019-BNK16
securitization transaction, pursuant to which the Regions Tower Mortgage Loan
is serviced (filed as Exhibit 4.9 to the registrant's Current Report on
Form 8-K filed on February 27, 2019 under SEC File No. 333-206582-17 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 Pentalpha
Surveillance LLC, as Operating Advisor
33.6 KeyBank
National Association, as Primary Servicer
33.7 Berkeley
Point Capital LLC, as Primary Servicer
33.8 Wells
Fargo Bank, National Association, as Master Servicer under the AMT 2018-AVM
securitization, pursuant to which the following mortgage loans were serviced by
such party: Aventura Mall (from 1/1/20 to 12/31/20)
33.9 CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant under
the AMT 2018-AVM securitization, pursuant to which the following mortgage loans
were serviced by such party: Aventura Mall (from 1/1/20 to 12/31/20)
33.10 National
Tax Search, LLC, as Servicing Function Participant under the AMT 2018-AVM
securitization, pursuant to which the following mortgage loans were serviced by
such party: Aventura Mall (from 1/1/20 to 12/31/20)
33.11 Wells
Fargo Bank, National Association, as Master Servicer under the BANK 2018-BNK13
securitization, pursuant to which the following mortgage loans were serviced by
such party: Griffin Portfolio II (from 1/1/20 to 12/31/20) (see Exhibit 33.8)
33.12 CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant under
the BANK 2018-BNK13 securitization, pursuant to which the following mortgage
loans were serviced by such party: Griffin Portfolio II (from 1/1/20 to
12/31/20) (see Exhibit 33.9)
33.13 National
Tax Search, LLC, as Servicing Function Participant under the BANK 2018-BNK13
securitization, pursuant to which the following mortgage loans were serviced by
such party: Griffin Portfolio II (from 1/1/20 to 12/31/20) (see Exhibit 33.10)
33.14 Wells
Fargo Bank, National Association, as Master Servicer under the MSC 2018-MP
securitization, pursuant to which the following mortgage loans were serviced by
such party: Millennium Partners Portfolio (from 1/1/20 to 12/31/20) (see
Exhibit 33.8)
33.15 CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant under
the MSC 2018-MP securitization, pursuant to which the following mortgage loans
were serviced by such party: Millennium Partners Portfolio (from 1/1/20 to
12/31/20) (see Exhibit 33.9)
33.16 National
Tax Search, LLC, as Servicing Function Participant under the MSC 2018-MP
securitization, pursuant to which the following mortgage loans were serviced by
such party: Millennium Partners Portfolio (from 1/1/20 to 12/31/20) (see
Exhibit 33.10)
33.17 Wells
Fargo Bank, National Association, as Master Servicer under the COMM 2018-HOME
securitization, pursuant to which the following mortgage loans were serviced by
such party: The Gateway (from 1/1/20 to 12/31/20) (see Exhibit 33.8)
33.18 CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant under
the COMM 2018-HOME securitization, pursuant to which the following mortgage
loans were serviced by such party: The Gateway (from 1/1/20 to 12/31/20) (see
Exhibit 33.9)
33.19 National
Tax Search, LLC, as Servicing Function Participant under the COMM 2018-HOME
securitization, pursuant to which the following mortgage loans were serviced by
such party: The Gateway (from 1/1/20 to 12/31/20) (see Exhibit 33.10)
33.20 Wells
Fargo Bank, National Association, as Master Servicer under the BANK 2019-BNK16
securitization, pursuant to which the following mortgage loans were serviced by
such party: Regions Tower (from 1/1/20 to 12/31/20) (see Exhibit 33.8)
33.21 CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant under
the BANK 2019-BNK16 securitization, pursuant to which the following mortgage
loans were serviced by such party: Regions Tower (from 1/1/20 to 12/31/20) (see
Exhibit 33.9)
33.22 National
Tax Search, LLC, as Servicing Function Participant under the BANK 2019-BNK16
securitization, pursuant to which the following mortgage loans were serviced by
such party: Regions Tower (from 1/1/20 to 12/31/20) (see Exhibit 33.10)
33.23 KeyBank
National Association, as Master Servicer under the CD 2018-CD7 securitization,
pursuant to which the following mortgage loans were serviced by such party:
Zenith Ridge (from 1/1/20 to 12/31/20) (see Exhibit 33.6)
33.24 Wells
Fargo Bank, National Association, as Master Servicer under the MSC 2018-H3
securitization, pursuant to which the following mortgage loans were serviced by
such party: Playa Largo (from 1/1/20 to 12/31/20) and Shoppes at Chino Hills
(from 1/1/20 to 12/31/20) (see Exhibit 33.8)
33.25 CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant under
the MSC 2018-H3 securitization, pursuant to which the following mortgage loans
were serviced by such party: Playa Largo (from 1/1/20 to 12/31/20) and Shoppes
at Chino Hills (from 1/1/20 to 12/31/20) (see Exhibit 33.9)
33.26 National
Tax Search, LLC, as Servicing Function Participant under the MSC 2018-H3
securitization, pursuant to which the following mortgage loans were serviced by
such party: Playa Largo (from 1/1/20 to 12/31/20) and Shoppes at Chino Hills
(from 1/1/20 to 12/31/20) (see Exhibit 33.10)
33.27 Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer
under the UBS 2018-C13 securitization, pursuant to which the following mortgage
loans were serviced by such party: Shelbourne Global Portfolio I (from 1/1/20
to 12/31/20) (see Exhibit 33.3)
33.28 CWCapital
Asset Management LLC, as Special Servicer under the AMT 2018-AVM securitization,
pursuant to which the following mortgage loans were serviced by such party:
Aventura Mall (from 1/1/20 to 12/31/20)
33.29 Torchlight
Loan Services, LLC, as Special Servicer under the BANK 2018-BNK13 securitization,
pursuant to which the following mortgage loans were serviced by such party:
Griffin Portfolio II (from 1/1/20 to 12/31/20)
33.30 Wells
Fargo Bank, National Association, as Special Servicer under the MSC 2018-MP
securitization, pursuant to which the following mortgage loans were serviced by
such party: Millennium Partners Portfolio (from 1/1/20 to 12/31/20) (see
Exhibit 33.8)
33.31 CoreLogic
Commercial Real Estate Services, Inc., as Servicing Function Participant under
the MSC 2018-MP securitization, pursuant to which the following mortgage loans
were serviced by such party: Millennium Partners Portfolio (from 1/1/20 to
12/31/20) (see Exhibit 33.9)
33.32 National
Tax Search, LLC, as Servicing Function Participant under the MSC 2018-MP
securitization, pursuant to which the following mortgage loans were serviced by
such party: Millennium Partners Portfolio (from 1/1/20 to 12/31/20) (see
Exhibit 33.10)
33.33 KeyBank
National Association, as Special Servicer under the BANK 2019-BNK16
securitization, pursuant to which the following mortgage loans were serviced by
such party: Regions Tower (from 1/1/20 to 12/31/20) (see Exhibit 33.6)
33.34 LNR
Partners, LLC, as Special Servicer under the MSC 2018-H3 securitization,
pursuant to which the following mortgage loans were serviced by such party:
Playa Largo (from 1/1/20 to 12/31/20) and Shoppes at Chino Hills (from 1/1/20
to 12/31/20)
33.35 Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer under the UBS 2018-C13 securitization, pursuant to which the following
mortgage loans were serviced by such party: Shelbourne Global Portfolio I (from
1/1/20 to 12/31/20) (see Exhibit 33.3)
33.36 Wells
Fargo Bank, National Association, as Custodian under the AMT 2018-AVM securitization,
pursuant to which the following mortgage loans were serviced by such party:
Aventura Mall (from 1/1/20 to 12/31/20) (see Exhibit 33.2)
33.37 Wells
Fargo Bank, National Association, as Custodian under the BANK 2018-BNK13
securitization, pursuant to which the following mortgage loans were serviced by
such party: Griffin Portfolio II (from 1/1/20 to 12/31/20) (see Exhibit 33.2)
33.38 Wells
Fargo Bank, National Association, as Custodian under the MSC 2018-MP
securitization, pursuant to which the following mortgage loans were serviced by
such party: Millennium Partners Portfolio (from 1/1/20 to 12/31/20) (see
Exhibit 33.2)
33.39 Wells
Fargo Bank, National Association, as Custodian under the COMM 2018-HOME
securitization, pursuant to which the following mortgage loans were serviced by
such party: The Gateway (from 1/1/20 to 12/31/20) (see Exhibit 33.2)
33.40 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: Regions Tower (from 1/1/20 to 12/31/20) (see Exhibit 33.2)
33.41 Wells
Fargo Bank, National Association, as Custodian under the CD 2018-CD7
securitization, pursuant to which the following mortgage loans were serviced by
such party: Zenith Ridge (from 1/1/20 to 12/31/20) (see Exhibit 33.2)
33.42 Wells
Fargo Bank, National Association, as Custodian under the MSC 2018-H3
securitization, pursuant to which the following mortgage loans were serviced by
such party: Playa Largo (from 1/1/20 to 12/31/20) and Shoppes at Chino Hills
(from 1/1/20 to 12/31/20) (see Exhibit 33.2)
33.43 Wells
Fargo Bank, National Association, as Custodian under the UBS 2018-C13
securitization, pursuant to which the following mortgage loans were serviced by
such party: Shelbourne Global Portfolio I (from 1/1/20 to 12/31/20) (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
Pentalpha Surveillance LLC, as Operating Advisor
34.6
KeyBank National Association, as Primary Servicer
34.7
Berkeley Point Capital LLC, as Primary Servicer
34.8
Wells Fargo Bank, National Association, as Master
Servicer under the AMT 2018-AVM securitization, pursuant to which the following
mortgage loans were serviced by such party: Aventura Mall (from 1/1/20 to
12/31/20)
34.9
CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant under the AMT 2018-AVM securitization, pursuant
to which the following mortgage loans were serviced by such party: Aventura
Mall (from 1/1/20 to 12/31/20)
34.10
National Tax Search, LLC, as Servicing Function
Participant under the AMT 2018-AVM securitization, pursuant to which the
following mortgage loans were serviced by such party: Aventura Mall (from
1/1/20 to 12/31/20)
34.11
Wells Fargo Bank, National Association, as Master
Servicer under the BANK 2018-BNK13 securitization, pursuant to which the
following mortgage loans were serviced by such party: Griffin Portfolio II
(from 1/1/20 to 12/31/20) (see Exhibit 34.8)
34.12
CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant under the BANK 2018-BNK13 securitization,
pursuant to which the following mortgage loans were serviced by such party:
Griffin Portfolio II (from 1/1/20 to 12/31/20) (see Exhibit 34.9)
34.13
National Tax Search, LLC, as Servicing Function
Participant under the BANK 2018-BNK13 securitization, pursuant to which the
following mortgage loans were serviced by such party: Griffin Portfolio II
(from 1/1/20 to 12/31/20) (see Exhibit 34.10)
34.14
Wells Fargo Bank, National Association, as Master
Servicer under the MSC 2018-MP securitization, pursuant to which the following
mortgage loans were serviced by such party: Millennium Partners Portfolio (from
1/1/20 to 12/31/20) (see Exhibit 34.8)
34.15
CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant under the MSC 2018-MP securitization, pursuant
to which the following mortgage loans were serviced by such party: Millennium
Partners Portfolio (from 1/1/20 to 12/31/20) (see Exhibit 34.9)
34.16
National Tax Search, LLC, as Servicing Function
Participant under the MSC 2018-MP securitization, pursuant to which the
following mortgage loans were serviced by such party: Millennium Partners
Portfolio (from 1/1/20 to 12/31/20) (see Exhibit 34.10)
34.17
Wells Fargo Bank, National Association, as Master
Servicer under the COMM 2018-HOME securitization, pursuant to which the
following mortgage loans were serviced by such party: The Gateway (from 1/1/20
to 12/31/20) (see Exhibit 34.8)
34.18
CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant under the COMM 2018-HOME securitization,
pursuant to which the following mortgage loans were serviced by such party: The
Gateway (from 1/1/20 to 12/31/20) (see Exhibit 34.9)
34.19
National Tax Search, LLC, as Servicing Function
Participant under the COMM 2018-HOME securitization, pursuant to which the
following mortgage loans were serviced by such party: The Gateway (from 1/1/20
to 12/31/20) (see Exhibit 34.10)
34.20
Wells Fargo Bank, National Association, as Master
Servicer under the BANK 2019-BNK16 securitization, pursuant to which the
following mortgage loans were serviced by such party: Regions Tower (from
1/1/20 to 12/31/20) (see Exhibit 34.8)
34.21
CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant under the BANK 2019-BNK16 securitization,
pursuant to which the following mortgage loans were serviced by such party:
Regions Tower (from 1/1/20 to 12/31/20) (see Exhibit 34.9)
34.22
National Tax Search, LLC, as Servicing Function
Participant under the BANK 2019-BNK16 securitization, pursuant to which the
following mortgage loans were serviced by such party: Regions Tower (from
1/1/20 to 12/31/20) (see Exhibit 34.10)
34.23
KeyBank National Association, as Master Servicer under the
CD 2018-CD7 securitization, pursuant to which the following mortgage loans were
serviced by such party: Zenith Ridge (from 1/1/20 to 12/31/20) (see Exhibit
34.6)
34.24
Wells Fargo Bank, National Association, as Master
Servicer under the MSC 2018-H3 securitization, pursuant to which the following
mortgage loans were serviced by such party: Playa Largo (from 1/1/20 to
12/31/20) and Shoppes at Chino Hills (from 1/1/20 to 12/31/20) (see Exhibit
34.8)
34.25
CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant under the MSC 2018-H3 securitization, pursuant
to which the following mortgage loans were serviced by such party: Playa Largo
(from 1/1/20 to 12/31/20) and Shoppes at Chino Hills (from 1/1/20 to 12/31/20)
(see Exhibit 34.9)
34.26
National Tax Search, LLC, as Servicing Function
Participant under the MSC 2018-H3 securitization, pursuant to which the
following mortgage loans were serviced by such party: Playa Largo (from 1/1/20
to 12/31/20) and Shoppes at Chino Hills (from 1/1/20 to 12/31/20) (see Exhibit
34.10)
34.27
Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer under the UBS 2018-C13 securitization, pursuant
to which the following mortgage loans were serviced by such party: Shelbourne
Global Portfolio I (from 1/1/20 to 12/31/20) (see Exhibit 34.3)
34.28
CWCapital Asset Management LLC, as Special Servicer
under the AMT 2018-AVM securitization, pursuant to which the following mortgage
loans were serviced by such party: Aventura Mall (from 1/1/20 to 12/31/20)
34.29
Torchlight Loan Services, LLC, as Special Servicer
under the BANK 2018-BNK13 securitization, pursuant to which the following
mortgage loans were serviced by such party: Griffin Portfolio II (from 1/1/20
to 12/31/20)
34.30
Wells Fargo Bank, National Association, as Special
Servicer under the MSC 2018-MP securitization, pursuant to which the following
mortgage loans were serviced by such party: Millennium Partners Portfolio (from
1/1/20 to 12/31/20) (see Exhibit 34.8)
34.31
CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant under the MSC 2018-MP securitization, pursuant
to which the following mortgage loans were serviced by such party: Millennium
Partners Portfolio (from 1/1/20 to 12/31/20) (see Exhibit 34.9)
34.32
National Tax Search, LLC, as Servicing Function
Participant under the MSC 2018-MP securitization, pursuant to which the
following mortgage loans were serviced by such party: Millennium Partners
Portfolio (from 1/1/20 to 12/31/20) (see Exhibit 34.10)
34.33
KeyBank National Association, as Special Servicer
under the BANK 2019-BNK16 securitization, pursuant to which the following
mortgage loans were serviced by such party: Regions Tower (from 1/1/20 to
12/31/20 (see Exhibit 34.6)
34.34
LNR Partners, LLC, as Special Servicer under the MSC
2018-H3 securitization, pursuant to which the following mortgage loans were
serviced by such party: Playa Largo (from 1/1/20 to 12/31/20) and Shoppes at
Chino Hills (from 1/1/20 to 12/31/20)
34.35
Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer under the UBS 2018-C13 securitization,
pursuant to which the following mortgage loans were serviced by such party:
Shelbourne Global Portfolio I (from 1/1/20 to 12/31/20) (see Exhibit 34.3)
34.36
Wells Fargo Bank, National Association, as Custodian
under the AMT 2018-AVM securitization, pursuant to which the following mortgage
loans were serviced by such party: Aventura Mall (from 1/1/20 to 12/31/20) (see
Exhibit 34.2)
34.37
Wells Fargo Bank, National Association, as Custodian
under the BANK 2018-BNK13 securitization, pursuant to which the following
mortgage loans were serviced by such party: Griffin Portfolio II (from 1/1/20
to 12/31/20) (see Exhibit 34.2)
34.38
Wells Fargo Bank, National Association, as Custodian
under the MSC 2018-MP securitization, pursuant to which the following mortgage
loans were serviced by such party: Millennium Partners Portfolio (from 1/1/20
to 12/31/20) (see Exhibit 34.2)
34.39
Wells Fargo Bank, National Association, as Custodian
under the COMM 2018-HOME securitization, pursuant to which the following
mortgage loans were serviced by such party: The Gateway (from 1/1/20 to
12/31/20) (see Exhibit 34.2)
34.40
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: Regions Tower (from 1/1/20 to
12/31/20) (see Exhibit 34.2)
34.41
Wells Fargo Bank, National Association, as Custodian
under the CD 2018-CD7 securitization, pursuant to which the following mortgage
loans were serviced by such party: Zenith Ridge (from 1/1/20 to 12/31/20) (see
Exhibit 34.2)
34.42
Wells Fargo Bank, National Association, as Custodian
under the MSC 2018-H3 securitization, pursuant to which the following mortgage
loans were serviced by such party: Playa Largo (from 1/1/20 to 12/31/20) and
Shoppes at Chino Hills (from 1/1/20 to 12/31/20) (see Exhibit 34.2)
34.43
Wells Fargo Bank, National Association, as Custodian
under the UBS 2018-C13 securitization, pursuant to which the following mortgage
loans were serviced by such party: Shelbourne Global Portfolio I (from 1/1/20
to 12/31/20) (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
KeyBank National Association, as Primary Servicer
35.6
Berkeley Point Capital LLC, as Primary Servicer
35.7
Wells Fargo Bank, National Association, as Master
Servicer under the AMT 2018-AVM securitization, pursuant to which the following
mortgage loans were serviced by such party: Aventura Mall (from 1/1/20 to
12/31/20)
35.8
Wells Fargo Bank, National Association, as Master
Servicer under the BANK 2018-BNK13 securitization, pursuant to which the
following mortgage loans were serviced by such party: Griffin Portfolio II
(from 1/1/20 to 12/31/20) (see Exhibit 35.7)
35.9
Wells Fargo Bank, National Association, as Master
Servicer under the MSC 2018-MP securitization, pursuant to which the following
mortgage loans were serviced by such party: Millennium Partners Portfolio (from
1/1/20 to 12/31/20) (see Exhibit 35.7)
35.10
Wells Fargo Bank, National Association, as Master
Servicer under the COMM 2018-HOME securitization, pursuant to which the
following mortgage loans were serviced by such party: The Gateway (from 1/1/20
to 12/31/20) (see Exhibit 35.7)
35.11
Wells Fargo Bank, National Association, as Master
Servicer under the BANK 2019-BNK16 securitization, pursuant to which the
following mortgage loans were serviced by such party: Regions Tower (from
1/1/20 to 12/31/20) (see Exhibit 35.7)
35.12
KeyBank National Association, as Master Servicer under
the CD 2018-CD7 securitization, pursuant to which the following mortgage loans
were serviced by such party: Zenith Ridge (from 1/1/20 to 12/31/20) (see
Exhibit 35.5)
35.13
Wells Fargo Bank, National Association, as Master
Servicer under the MSC 2018-H3 securitization, pursuant to which the following
mortgage loans were serviced by such party: Playa Largo (from 1/1/20 to
12/31/20) and Shoppes at Chino Hills (from 1/1/20 to 12/31/20) (see Exhibit
35.7)
35.14
Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer under the UBS 2018-C13 securitization, pursuant
to which the following mortgage loans were serviced by such party: Shelbourne
Global Portfolio I (from 1/1/20 to 12/31/20) (see Exhibit 35.3)
35.15
KeyBank National Association, as Special Servicer under
the BANK 2019-BNK16 securitization, pursuant to which the following mortgage
loans were serviced by such party: Regions Tower (from 1/1/20 to 12/31/20) (see
Exhibit 35.5)
35.16
LNR Partners, LLC, as Special Servicer under the MSC
2018-H3 securitization, pursuant to which the following mortgage loans were
serviced by such party: Playa Largo (from 1/1/20 to 12/31/20) and Shoppes at
Chino Hills (from 1/1/20 to 12/31/20)
35.17
Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer under the UBS 2018-C13 securitization,
pursuant to which the following mortgage loans were serviced by such party:
Shelbourne Global Portfolio I (from 1/1/20 to 12/31/20) (see Exhibit 35.3)
35.18
Wells Fargo Bank, National Association, as Custodian
under the AMT 2018-AVM securitization, pursuant to which the following mortgage
loans were serviced by such party: Aventura Mall (from 1/1/20 to 12/31/20) (see
Exhibit 35.2)
35.19
Wells Fargo Bank, National Association, as Custodian
under the BANK 2018-BNK13 securitization, pursuant to which the following
mortgage loans were serviced by such party: Griffin Portfolio II (from 1/1/20
to 12/31/20) (see Exhibit 35.2)
35.20
Wells Fargo Bank, National Association, as Custodian
under the MSC 2018-MP securitization, pursuant to which the following mortgage
loans were serviced by such party: Millennium Partners Portfolio (from 1/1/20
to 12/31/20) (see Exhibit 35.2)
35.21
Wells Fargo Bank, National Association, as Custodian
under the COMM 2018-HOME securitization, pursuant to which the following
mortgage loans were serviced by such party: The Gateway (from 1/1/20 to
12/31/20) (see Exhibit 35.2)
35.22
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: Regions Tower (from 1/1/20 to
12/31/20) (see Exhibit 35.2)
35.23
Wells Fargo Bank, National Association, as Custodian
under the CD 2018-CD7 securitization, pursuant to which the following mortgage
loans were serviced by such party: Zenith Ridge (from 1/1/20 to 12/31/20) (see
Exhibit 35.2)
35.24
Wells Fargo Bank, National Association, as Custodian
under the MSC 2018-H3 securitization, pursuant to which the following mortgage
loans were serviced by such party: Playa Largo (from 1/1/20 to 12/31/20) and
Shoppes at Chino Hills (from 1/1/20 to 12/31/20) (see Exhibit 35.2)
35.25
Wells Fargo Bank, National Association, as Custodian
under the UBS 2018-C13 securitization, pursuant to which the following mortgage
loans were serviced by such party: Shelbourne Global Portfolio I (from 1/1/20
to 12/31/20) (see Exhibit 35.2)
(99.1)
Mortgage Loan Purchase Agreement, dated October 12,
2018, 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 October 23, 2018 under SEC File No. 333-206582-17 and incorporated
by reference herein).
(99.2)
Mortgage Loan Purchase Agreement, dated October 12,
2018, between Morgan Stanley Capital I Inc. and KeyBank National Association
(filed as Exhibit 99.2 to the registrant's Current Report on Form 8-K filed on
October 23, 2018 under SEC File No. 333-206582-17 and incorporated by reference
herein).
(99.3)
Mortgage Loan Purchase Agreement, dated October 12, 2018,
between Morgan Stanley Capital I Inc. and Starwood Mortgage Capital LLC (filed
as Exhibit 99.3 to the registrant's Current Report on Form 8-K filed on October
23, 2018 under SEC File No. 333-206582-17 and incorporated by reference
herein).
(99.4)
Mortgage Loan Purchase Agreement, dated October 12,
2018, between Morgan Stanley Capital I Inc. and Cantor Commercial Real Estate
Lending, L.P. (filed as Exhibit 99.4 to the registrant's Current Report on Form
8-K filed on October 23, 2018 under SEC File No. 333-206582-17 and incorporated
by reference herein).
(99.5)
Co-lender Agreement, dated as of June 7, 2018, by and
among JPMorgan Chase Bank, National Association, as initial note A-1-A holder,
initial note A-2-A-1 holder, initial note A-2-A-2 holder, initial note A-2-A-3
holder, initial note A-2-A-4 holder, initial note A-2-A-5 holder and initial
note B-1 holder, Deutsche Bank, AG, New York Branch, as initial note A-1-B
holder, initial note A-2-B-1 holder, initial note A-2-B-2 holder, initial note
A-2-B-3 holder, initial note A-2-B-4 holder, initial note A-2-B-5 holder and
initial note B-2 holder, Wells Fargo Bank, National Association, as initial
note A-1-D holder, initial note A-2-D-1 holder, initial note A-2-D-2 holder,
initial note A-2-D-3 holder, initial note A-2-D-4 holder, initial note A-2-D-5
holder and initial note B-4 holder, and Morgan Stanley Bank, N.A., as initial
note A-1-C holder, initial note A-2-C-1 holder, initial note A-2-C-2 holder,
initial note A-2-C-3 holder, initial note A-2-C-4 holder, initial note A-2-C-5
holder and initial note B-3 holder, relating to the Aventura Mall loan
combination (filed as Exhibit 99.5 to the registrant's Current Report on Form
8-K filed on October 23, 2018 under SEC File No. 333-206582-17 and incorporated
by reference herein).
(99.6)
Agreement Between Note Holders, dated as of April 27,
2018, by and between Bank of America, N.A. and KeyBank National Association,
relating to the Griffin Portfolio II loan combination (filed as Exhibit 99.6 to
the registrant's Current Report on Form 8-K filed on October 23, 2018 under SEC
File No. 333-206582-17 and incorporated by reference herein).
(99.7)
Agreement Between Note Holders, dated as of August 9,
2018, by and between Morgan Stanley Bank, N.A., as initial note A-1 holder,
initial note A-2 holder, initial note A-3 holder, initial note A-4 holder,
initial note A-5 holder and initial note A-6 holder, Morgan Stanley Bank, N.A.,
as initial note B-1 holder, initial note B-2 holder, initial note B-3 holder,
initial note B-4 holder, initial note B-5 holder and initial note B-6 holder,
and Morgan Stanley Bank, N.A., as initial note C holder, relating to the
Millennium Partners Portfolio loan combination (filed as Exhibit 99.7 to the
registrant's Current Report on Form 8-K filed on October 23, 2018 under SEC
File No. 333-206582-17 and incorporated by reference herein).
(99.8)
Agreement Between Note Holders, dated as of September
27, 2018, by and between 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
Navika Six Portfolio loan combination (filed as Exhibit 99.8 to the
registrant's Current Report on Form 8-K filed on October 23, 2018 under SEC
File No. 333-206582-17 and incorporated by reference herein).
(99.9)
Agreement Between Noteholders, dated as of March 23,
2018, by and between Deutsche Bank AG, New York Branch, as initial note A-1-A
holder and initial note A-1-B holder, Bank of America, N.A., as initial note
A-2-A holder and initial note A-2-B holder, Deutsche Bank AG, New York Branch,
as initial note B-1-A holder and initial note B-1-B holder, Bank of America,
N.A., as initial note B-2-A holder and initial note B-2-B holder, Deutsche Bank
AG, New York Branch, as initial note C-1 holder, and Bank of America, N.A., as
initial note C-2 holder, relating to The Gateway loan combination (filed as
Exhibit 99.9 to the registrant's Current Report on Form 8-K filed on October
23, 2018 under SEC File No. 333-206582-17 and incorporated by reference
herein).
(99.10)
Agreement Between Note Holders, dated as of July 27,
2018, by and between 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 Plaza
Frontenac loan combination (filed as Exhibit 99.10 to the registrant's Current
Report on Form 8-K filed on October 23, 2018 under SEC File No. 333-206582-17
and incorporated by reference herein).
(99.11)
Agreement Between Note Holders, dated as of October 23,
2018, by and between 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 Regions
Tower loan combination (filed as Exhibit 99.11 to the registrant's Current
Report on Form 8-K filed on October 23, 2018 under SEC File No. 333-206582-17
and incorporated by reference herein).
(99.12)
Co-Lender Agreement, dated as of August 24, 2018, by
and among Starwood Mortgage Capital LLC, as initial note A-1 holder, Starwood
Mortgage Capital LLC, as initial note A-2 holder, Starwood Mortgage Capital
LLC, as initial note A-3 holder, Starwood Mortgage Capital LLC, as initial note
A-4 holder, and Starwood Mortgage Capital LLC, as initial note A-5 holder,
relating to the Zenith Ridge loan combination (filed as Exhibit 99.12 to the
registrant's Current Report on Form 8-K filed on October 23, 2018 under SEC
File No. 333-206582-17 and incorporated by reference herein).
(99.13)
Agreement Between Noteholders, dated as of September 24,
2018, by and among KeyBank National Association, as initial note A-1 holder,
and KeyBank National Association, initial note A-2 holder, relating to the Alex
Park South loan combination (filed as Exhibit 99.13 to the registrant's Current
Report on Form 8-K filed on October 23, 2018 under SEC File No. 333-206582-17
and incorporated by reference herein).
(99.14)
Co-Lender Agreement, dated as of May 17, 2018, by and
among Starwood Mortgage Capital LLC, as initial note A-1 holder, Starwood
Mortgage Capital LLC, as initial note A-2 holder, Starwood Mortgage Capital
LLC, as initial note A-3 holder, Starwood Mortgage Capital LLC, as initial note
A-4 holder, Starwood Mortgage Capital LLC, as initial note A-5 holder, and
Starwood Mortgage Capital LLC, as initial note A-6 holder, relating to the
Playa Largo loan combination (filed as Exhibit 99.14 to the registrant's
Current Report on Form 8-K filed on October 23, 2018 under SEC File No.
333-206582-17 and incorporated by reference herein).
(99.15)
Co-Lender Agreement, dated as of October 11, 2018,
between Cantor Commercial Real Estate 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 note A-3 holder, Cantor Commercial Real Estate
Lending, L.P., as note A-4 holder, Cantor Commercial Real Estate Lending, L.P.,
as note A-5 holder, Cantor Commercial Real Estate Lending, L.P., as note A-6
holder, and Cantor Commercial Real Estate Lending, L.P., as note A-7 holder,
relating to the Shelbourne Global Portfolio I loan combination (filed as
Exhibit 99.15 to the registrant's Current Report on Form 8-K filed on October
23, 2018 under SEC File No. 333-206582-17 and incorporated by reference
herein).
(99.16)
Agreement Between Note Holders, dated as of July 12,
2018, by and between Morgan Stanley Bank, N.A., as initial note A-1 holder,
Morgan Stanley Bank, N.A., as initial note A-2 holder, and Morgan Stanley Bank,
N.A., as initial note A-3 holder, relating to the Shoppes at Chino Hills loan
combination (filed as Exhibit 99.16 to the registrant's Current Report on Form
8-K filed on October 23, 2018 under SEC File No. 333-206582-17 and incorporated
by reference herein).
(99.17)
Primary Servicing Agreement, dated as of October 1,
2018, by and between Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer, and KeyBank National Association, as primary
servicer (filed as Exhibit 99.17 to the registrant's Current Report on Form 8-K
filed on October 23, 2018 under SEC File No. 333-206582-17 and incorporated by
reference herein).
(99.18)
Primary Servicing Agreement, dated as of October 1,
2018, by and between Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer, and Berkeley Point Capital LLC d/b/a Newmark
Knight Frank, as primary servicer (filed as Exhibit 99.18 to the registrant's
Current Report on Form 8-K filed on October 23, 2018 under SEC File No.
333-206582-17 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)
Date:
March 30, 2021