**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K**

(Mark one)

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

**    For the fiscal year endedDecember 31, 2022OR**

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

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

 

 

 

**Commission file number:333-227446-14**

 

**Central Index Key Number of the issuing entity:****0001856967**

 

**Morgan Stanley Capital ITrust 2021-L5**

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

 

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

 

**Morgan Stanley Capital I Inc.**

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

 

**Central Index Key Numberof the sponsor:0001548405**

 

**Starwood Mortgage Capital LLC**

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

** Central Index KeyNumber of the sponsor:0001089877**

 

**KeyBank National Association**

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

**Central Index Key Numberof the sponsor:0001541557**

 

**Morgan Stanley MortgageCapital Holdings LLC**

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

 

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

 

**Argentic Real Estate FinanceLLC**

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

** Central Index KeyNumber of the sponsor:0001549574**

 

**Barclays Capital Real EstateInc.**

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

 

 

| **New York**                                                        | **35-7287128**

**38-4169358**

**38-4169359** |
|---------------------------------------------------------------------|------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**   |

 

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

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

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

 

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

 

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

 

  NONE.

 

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

 

  Yes___ No X

 

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

 

  Yes___ No X

 

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

 

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

 

  YesX No ___

 

Indicateby check mark whether the registrant has submitted electronically everyInteractive Data File required to be submitted pursuant to Rule 405 ofRegulation 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 suchfiles).

 

  Notapplicable.

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, a smaller reporting company, oremerging growth company. See the definitions of "large acceleratedfiler", "accelerated filer," "smaller reportingcompany," and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 Largeaccelerated filer ___ Accelerated filer ___ Non-accelerated filer X (Do not check if a smaller reporting company)Smaller reporting company ___

 

Emerginggrowth company ___

 

Ifan emerging growth company, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) ofthe Ex­change Act.

 

  Notapplicable.

 

Indicateby check mark whether the registrant has filed a report on and attestation toits management’s assessment of the effectiveness of its internal control overfinancial 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 itsaudit report.

 

 Not applicable.

 

If securities are registered pursuant to Section 12(b)of the Act, indicate by check mark whether the financial statements of the

registrantincluded in the filing reflect the correction of an error to previously issuedfinancial statements.

 

Not applicable.

 

Indicateby check mark whether any of those error corrections are restatements that requireda recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).

 

Not applicable.

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).

 

  Yes___ No X

 

Statethe aggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as ofthe last business day of the registrant's most recently completed second fiscalquarter.

 

  Notapplicable.

 

Indicateby check mark whether the registrant has filed all documents and reportsrequired to be filed by Section 12, 13 or 15(d) of the Securities Exchange Actof 1934 subsequent to the distribution of securities under a plan confirmed bya court.

 

  Notapplicable.

 

Indicatethe number of shares outstanding of each of the registrant's classes of commonstock, as of the latest practicable date.

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

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

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

The MSC 2021-L5 mortgage pool includes the followingmortgage loans, each of which is serviced pursuant to a separate pooling andservicing agreement (each, an “Outside Pooling and Servicing Agreement”):

 

•   the MGM Grand & MandalayBay mortgage loan, which is serviced pursuant to the BX 2020-VIVA trust andservicing agreement attached hereto as Exhibit 4.2;

 

•   the Signature OfficePortfolio mortgage loan and the Appletree Business Park mortgage loan, whichare serviced pursuant to the GSMS 2020-GSA2 pooling and servicing agreementattached hereto as Exhibit 4.3; and

 

  •  the McCarthy Ranch mortgage loan, which is serviced pursuant to the MSC2020-L4 pooling and servicing agreement attached hereto as Exhibit 4.4.

 

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

 

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

 

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

 

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

 

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

•   Midland Loan Services, a Division of PNC Bank, NationalAssociation is the master servicer under the GSMS2020-GSA2 pooling and servicing agreement, pursuant to which the SignatureOffice Portfolio mortgage loan and the Appletree Business Park mortgage loanare serviced, and the MSC 2020-L4 pooling and servicing agreement, pursuant towhich the McCarthy Ranch mortgage loan is serviced.  Because MidlandLoan Services, a Division of PNC Bank, National Association is not the MSC 2021-L5 master servicer, is not affiliatedwith any sponsor and services only the Signature Office Portfolio mortgageloan, the Appletree Business Park mortgage loan and the McCarthy Ranch mortgageloan, which collectively constitute less than 5% of the mortgage pool, MidlandLoan Services, a Division of PNC Bank, National Association, as GSMS 2020-GSA2 master servicer and MSC 2020-L4 masterservicer, does not constitute a reporting “servicing function participant” forpurposes of Item 1122 of Regulation AB, as specified in the Instruction 3 toItem 1122, and does not constitute a reporting “servicer” for purposes of Item1123 of Regulation AB, as specified in the Instruction to Item 1123.

 

•   Situs Holdings, LLC is thespecial servicer under the BX 2020-VIVA trust and servicing agreement, pursuantto which the MGM Grand & Mandalay Bay mortgage loan is serviced. Because Situs Holdings, LLC is not the MSC2021-L5 special servicer, is not affiliated with any sponsor and services onlythe MGM Grand & Mandalay Bay mortgage loan, which constitutes less than 5%of the mortgage pool, Situs Holdings, LLC, asBX 2020-VIVA special servicer, does not constitute a reporting “servicingfunction participant” for purposes of Item 1122 of Regulation AB, as specifiedin the Instruction 3 to Item 1122, and does not constitute a reporting“servicer” for purposes of Item 1123 of Regulation AB, as specified in theInstruction to Item 1123.

 

•  Citibank, N.A., as certificate administrator under the BX 2020-VIVA trust andservicing agreement, pursuant to which the MGM Grand & Mandalay Baymortgage loan is serviced, engaged U.S. Bank National Association to performthe related custodial services with respect to such mortgage loan, and U.S.Bank National Association performed all such custodial services pursuant to therelated pooling and servicing agreement. Because U.S. Bank National Associationis not the MSC 2021-L5 custodian, is not affiliated with any sponsor and onlyservices the MGM Grand & Mandalay Bay mortgage loan, which constitutes lessthan 5% of the mortgage pool, U.S. Bank National Association, as a BX 2020-VIVAservicing function participant, does not constitute a reporting “servicingfunction participant” for purposes of Item 1122 of Regulation AB, as specifiedin the Instruction 3 to Item 1122, and does not constitute a reporting“servicer” for purposes of Item 1123 of Regulation AB, as specified in theInstruction to Item 1123.

 

• Argentic Services Company LP is the current specialservicer under the MSC 2020-L4 and servicing agreement, pursuant to which theMcCarthy Ranch mortgage loan is serviced. On May 6, 2020, LNR Partners, LLC wasreplaced as special servicer under the MSC 2020-L4 pooling and servicingagreement, and was succeeded by Argentic Services Company LP.

 

In addition, each of the following partiesengaged the services of certain servicing function participants and sub-servicersfor the reporting period, as set forth below:

 

•   On November 1, 2021, pursuantto the second amended and restated servicing agreement attached hereto asExhibit 99.10, Computershare Trust Company, National Association was engaged toperform all or virtually all of Wells Fargo Bank, National Association’s rolesas certificate administrator, custodian and trustee, as applicable, under (i)the pooling and servicing agreement and (ii) each Outside Pooling and ServicingAgreement.

 

 

 

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

 

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

 

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

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

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

 

Notapplicable.

 

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

 

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

 

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

 

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

 

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

 

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

 

InDecember 2014, Phoenix Light SF Limited (Phoenix Light) and certain relatedentities filed a complaint in the United States District Court for the SouthernDistrict of New York alleging claims against Wells Fargo Bank, N.A., in itscapacity as trustee for a number of residential mortgage-backed securities(RMBS) trusts. Complaints raising similar allegations have been filed byCommerzbank AG in the Southern District of New York and by IKB Internationaland IKB Deutsche Industriebank in New York state court. In each case, theplaintiffs allege that Wells Fargo Bank, N.A., as trustee, caused losses toinvestors, and plaintiffs assert causes of action based upon, among otherthings, the trustee’s alleged failure to notify and enforce repurchaseobligations of mortgage loan sellers for purported breaches of representationsand warranties, notify investors of alleged events of default, and abide by appropriatestandards of care following alleged events of default. In July 2022, thedistrict court dismissed Phoenix Light’s claims and certain of the claimsasserted by Commerzbank AG, and subsequently entered judgment in each case infavor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light and CommerzbankAG appealed the district court’s decision to the United States Court of Appealsfor the Second Circuit. Wells Fargo Bank, N.A. previously settled two classactions filed by institutional investors and an action filed by the NationalCredit Union Administration with similar allegations. In addition, Park Royal ILLC and Park Royal II LLC have filed substantially similar lawsuits in New Yorkstate court alleging Wells Fargo Bank, N.A., as trustee, failed to takeappropriate actions upon learning of defective mortgage loan documentation.

 

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

 

Theinformation regarding this Item has been provided previously in an annualreport on Form 10-K of the issuing entity or in the prospectus of the issuingentity filed in a 424(b)(2) filing dated May 11, 2021.  

 

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

 

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

 

Thereport on assessment of compliance with applicable servicing criteria furnishedpursuant to Item 1122 of Regulation AB by KeyBank National Associationdiscloses that a material instance of noncompliance occurred, as describedbelow:

 

KeyBankNational Association (KeyBank) has identified the following material instanceof noncompliance with servicing criteria 1122(d)(4)(ix) during the calendaryear ended December 31, 2022, with respect to the Platform. The materialinstance of noncompliance does not relate to KeyBank’s performance under anypooling and servicing agreement applicable to the securitization transactionthat is the subject of this Form 10-K.

 

1)Servicing Criteria impacted 

 

1122(d)(4)(ix) –Adjustments to interest rates or ratesof return for pool assets with variable rates are computed based on the relatedpool asset documents. 

 

2)Material Instance of Noncompliance with Servicing Criteria

 

During compliance testing, it was discovered, that not allFlexARM loan mortgagors were offered loan rates within 45-60 days before therate change date, as required per the related pool asset documents. Per theNote, if the holder fails to offer a loan rate within 45-60 days of any changedate a margin of 2.25% is to be used. Given the notification was not made tothe borrowers, a 3% margin was incorrectly applied. The noncompliance in Item1122 (d)(4)(ix) is related to a servicing portfolio which is wholly owned bythe investor and is not held in a publicly traded security. 

 

3)Remediation

 

The following remediation procedures have beeninitiated by KeyBank: (i) the impacted mortgage loans are currently in theprocess of being identified, (ii) investor contact has been initiated, (iii)corrective actions are being considered and will be tracked and monitored bysenior management, (iv) procedures will be reviewed and revised, if necessary,to include new tracking and action steps to prevent this situation fromrecurring in the future, and (v) training will be provided to the relevantstaff members to prevent a recurrence.

 

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

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

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

 

(a) Exhibits.

 

(4.1) Pooling and Servicing Agreement, dated as of May1, 2021, between Morgan Stanley Capital I Inc., as depositor, KeyBank NationalAssociation, as master servicer, LNR Partners, LLC, as special servicer, WellsFargo Bank, National Association, as certificate administrator and trustee, andPentalpha Surveillance LLC, as operating advisor and asset representationsreviewer (filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K/Afiled on February 4, 2022 under SEC File No. 333-227446-14 and incorporated byreference herein).

 

(4.2) Trust and Servicing Agreement, dated as of May 5,2020, between Citigroup Commercial Mortgage Securities Inc., as depositor,KeyBank National Association, as servicer, Situs Holdings, LLC, as specialservicer, Citibank, N.A., as certificate administrator and Wilmington Trust,National Association, as trustee, relating to the BX 2020-VIVA securitizationtransaction, pursuant to which the MGM Grand & Mandalay Bay Mortgage Loanis serviced (filed as Exhibit 4.2 to the registrant's Current Report on Form 8-Kfiled on May 11, 2021 under SEC File No. 333-227446-14 and incorporated byreference herein).

 

(4.3) Pooling and Servicing Agreement, dated as of December1, 2020, between GS Mortgage Securities Corporation II, as depositor, MidlandLoan Services, a Division of PNC Bank, National Association, as masterservicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, NationalAssociation, as certificate administrator and trustee, and PentalphaSurveillance LLC, as operating advisor and asset representations reviewer,relating to the GSMS 2020-GSA2 securitization transaction, pursuant to whichthe Signature Office Portfolio and Appletree Business Park Mortgage Loans areserviced (filed as Exhibit 4.3 to the registrant's Current Report on Form 8-Kfiled on May 11, 2021 under SEC File No. 333-227446-14 and incorporated byreference herein).

 

(4.4) Pooling and Servicing Agreement, dated as ofFebruary 1, 2020, between Morgan Stanley Capital I Inc., as depositor, MidlandLoan Services, a Division of PNC Bank, National Association, as masterservicer, Argentic Services Company LP, as special servicer, Wells Fargo Bank,National Association, as certificate administrator and trustee, and PentalphaSurveillance LLC, as operating advisor and asset representations reviewer,relating to the MSC 2020-L4 securitization transaction, pursuant to which theMcCarthy Ranch Mortgage Loan is serviced (filed as Exhibit 4.4 to theregistrant's Current Report on Form 8-K filed on May 11, 2021 under SEC FileNo. 333-227446-14 and incorporated by reference herein).

 

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

 

(33)  Reports on assessment ofcompliance with servicing criteria for asset-backed securities.

 

33.1Wells Fargo Bank, National Association, as CertificateAdministrator

 

33.2Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator

 

33.3Wells Fargo Bank, National Association, asCustodian

 

33.4Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

 

33.5KeyBank National Association, as Master Servicer

 

33.6LNR Partners, LLC, as Special Servicer

 

33.7Pentalpha Surveillance LLC, as Operating Advisor

 

33.8KeyBank National Association, as Master Servicerunder the BX 2020-VIVA securitization, pursuant to which the following mortgageloans were serviced by such party: MGM Grand & Mandalay Bay (from 1/1/22 to12/31/22) (see Exhibit 33.5)

 

33.9LNR Partners, LLC, as Special Servicer under theGSMS 2020-GSA2 securitization, pursuant to which the following mortgage loanswere serviced by such party: Signature Office Portfolio (from 1/1/22 to12/31/22), Appletree Business Park (from 1/1/22 to 12/31/22) (see Exhibit 33.6)

 

33.10Argentic Services Company LP, as Special Servicerunder the MSC 2020-L4 securitization, pursuant to which the following mortgageloans were serviced by such party: McCarthy Ranch (from 1/1/22 to 12/31/22)

 

33.11Wells Fargo Bank, National Association, asCustodian under the GSMS 2020-GSA2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Signature OfficePortfolio (from 1/1/22 to 12/31/22), Appletree Business Park (from 1/1/22 to12/31/22) (see Exhibit 33.3)

 

33.12Computershare Trust Company, National Association,as Servicing Function Participant under the GSMS 2020-GSA2 securitization,pursuant to which the following mortgage loans were serviced by such party:Signature Office Portfolio (from 1/1/22 to 12/31/22), Appletree Business Park(from 1/1/22 to 12/31/22) (see Exhibit 33.4)

 

33.13Wells Fargo Bank, National Association, asCustodian under the MSC 2020-L4 securitization, pursuant to which the followingmortgage loans were serviced by such party: McCarthy Ranch (from 1/1/22 to12/31/22) (see Exhibit 33.3)

 

33.14Computershare Trust Company, National Association,as Servicing Function Participant under the MSC 2020-L4 securitization,pursuant to which the following mortgage loans were serviced by such party:McCarthy Ranch (from 1/1/22 to 12/31/22) (see Exhibit 33.4)

 

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

 

34.1Wells Fargo Bank, National Association, asCertificate Administrator

 

34.2Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator

 

34.3Wells Fargo Bank, National Association, asCustodian

 

34.4Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

 

34.5KeyBank National Association, as Master Servicer

 

34.6LNR Partners, LLC, as Special Servicer

 

34.7Pentalpha Surveillance LLC, as Operating Advisor

 

34.8KeyBank National Association, as Master Servicerunder the BX 2020-VIVA securitization, pursuant to which the following mortgageloans were serviced by such party: MGM Grand & Mandalay Bay (from 1/1/22 to12/31/22) (see Exhibit 34.5)

 

34.9LNR Partners, LLC, as Special Servicer under theGSMS 2020-GSA2 securitization, pursuant to which the following mortgage loanswere serviced by such party: Signature Office Portfolio (from 1/1/22 to12/31/22), Appletree Business Park (from 1/1/22 to 12/31/22) (see Exhibit 34.6)

 

34.10Argentic Services Company LP, as Special Servicerunder the MSC 2020-L4 securitization, pursuant to which the following mortgageloans were serviced by such party: McCarthy Ranch (from 1/1/22 to 12/31/22)

 

34.11Wells Fargo Bank, National Association, asCustodian under the GSMS 2020-GSA2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Signature OfficePortfolio (from 1/1/22 to 12/31/22), Appletree Business Park (from 1/1/22 to12/31/22) (see Exhibit 34.3)

 

34.12Computershare Trust Company, National Association,as Servicing Function Participant under the GSMS 2020-GSA2 securitization,pursuant to which the following mortgage loans were serviced by such party:Signature Office Portfolio (from 1/1/22 to 12/31/22), Appletree Business Park(from 1/1/22 to 12/31/22) (see Exhibit 34.4)

 

34.13Wells Fargo Bank, National Association, asCustodian under the MSC 2020-L4 securitization, pursuant to which the followingmortgage loans were serviced by such party: McCarthy Ranch (from 1/1/22 to12/31/22) (see Exhibit 34.3)

 

34.14Computershare Trust Company, National Association,as Servicing Function Participant under the MSC 2020-L4 securitization,pursuant to which the following mortgage loans were serviced by such party:McCarthy Ranch (from 1/1/22 to 12/31/22) (see Exhibit 34.4)

 

(35). Servicer compliance statement.

 

35.1Wells Fargo Bank, National Association, asCertificate Administrator

 

35.2Computershare Trust Company, National Association, asServicing Function Participant for the Certificate Administrator

 

35.3Wells Fargo Bank, National Association, asCustodian

 

35.4Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

 

35.5KeyBank National Association, as Master Servicer

 

35.6LNR Partners, LLC, as Special Servicer

 

35.7KeyBank National Association, as Master Servicerunder the BX 2020-VIVA securitization, pursuant to which the following mortgageloans were serviced by such party: MGM Grand & Mandalay Bay (from 1/1/22 to12/31/22) (see Exhibit 35.5)

 

35.8LNR Partners, LLC, as Special Servicer under theGSMS 2020-GSA2 securitization, pursuant to which the following mortgage loanswere serviced by such party: Signature Office Portfolio (from 1/1/22 to12/31/22), Appletree Business Park (from 1/1/22 to 12/31/22) (see Exhibit 35.6)

 

35.9Argentic Services Company LP, as Special Servicerunder the MSC 2020-L4 securitization, pursuant to which the following mortgageloans were serviced by such party: McCarthy Ranch (from 1/1/22 to 12/31/22)

 

35.10Wells Fargo Bank, National Association, asCustodian under the GSMS 2020-GSA2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Signature OfficePortfolio (from 1/1/22 to 12/31/22), Appletree Business Park (from 1/1/22 to12/31/22) (see Exhibit 35.3)

 

35.11Computershare Trust Company, National Association, asServicing Function Participant under the GSMS 2020-GSA2 securitization,pursuant to which the following mortgage loans were serviced by such party:Signature Office Portfolio (from 1/1/22 to 12/31/22), Appletree Business Park(from 1/1/22 to 12/31/22) (see Exhibit 35.4)

 

35.12Wells Fargo Bank, National Association, asCustodian under the MSC 2020-L4 securitization, pursuant to which the followingmortgage loans were serviced by such party: McCarthy Ranch (from 1/1/22 to12/31/22) (see Exhibit 35.3)

 

35.13Computershare Trust Company, National Association,as Servicing Function Participant under the MSC 2020-L4 securitization, pursuantto which the following mortgage loans were serviced by such party: McCarthyRanch (from 1/1/22 to 12/31/22) (see Exhibit 35.4)

 

(99.1) Mortgage Loan Purchase Agreement, dated April29, 2021, between Morgan Stanley Capital I Inc. and Morgan Stanley MortgageCapital Holdings LLC (filed as Exhibit 99.1 to the registrant's Current Reporton Form 8-K filed on May 11, 2021 under SEC File No. 333-227446-14 andincorporated by reference herein).

 

(99.2) Mortgage Loan Purchase Agreement, dated April29, 2021, between Morgan Stanley Capital I Inc. and Argentic Real EstateFinance LLC (filed as Exhibit 99.2 to the registrant's Current Report on Form8-K filed on May 11, 2021 under SEC File No. 333-227446-14 and incorporated byreference herein).

 

(99.3) Mortgage Loan Purchase Agreement, dated April29, 2021, between Morgan Stanley Capital I Inc. and Starwood Mortgage CapitalLLC (filed as Exhibit 99.3 to the registrant's Current Report on Form 8-K filedon May 11, 2021 under SEC File No. 333-227446-14 and incorporated by referenceherein).

 

(99.4) Mortgage Loan Purchase Agreement, dated April29, 2021, between Morgan Stanley Capital I Inc. and KeyBank NationalAssociation (filed as Exhibit 99.4 to the registrant's Current Report on Form8-K filed on May 11, 2021 under SEC File No. 333-227446-14 and incorporated byreference herein).

 

(99.5) Mortgage Loan Purchase Agreement, dated April29, 2021, between Morgan Stanley Capital I Inc., Barclays Capital Real EstateInc. and Barclays Capital Holdings Inc. (filed as Exhibit 99.5 to theregistrant's Current Report on Form 8-K filed on May 11, 2021 under SEC FileNo. 333-227446-14 and incorporated by reference herein).

 

(99.6) Amended and Restated Agreement BetweenNoteholders, dated as of July 23, 2020, by and among Citi Real Estate FundingInc., as Initial Noteholder of Note A-5, Note A-9, Note B-5-A, Note B-9-A andNote B-5-B, Barclays Capital Real Estate Inc., as Initial Noteholder of NoteA-6, Note B-6-A and Note B-6-B, German American Capital Corporation, as InitialNoteholder of Note A-7, Note B-7-A and Note B-7-B, Société Générale FinancialCorporation, as Initial Noteholder of Note A-8, Note A-12, Note B-8-A, Note B-12-Aand Note B-8-B, Barclays Bank PLC, as Initial Noteholder of Note A-10 and NoteB-10-A, Deutsche Bank AG, New York Branch, as Initial Noteholder of Note A-11and Note B-11A, Wilmington Trust, National Association, as Trustee on behalf ofthe Registered Holders of the BX Commercial Mortgage Trust 2020-VIVA,Commercial Mortgage Pass-Through Certificates, Series 2020-VIVA, as InitialNoteholder of Note A-1, Note A-2, Note A-3, Note A-4, Note B-1-A, Note B-2-A,Note B-3-A, Note B-4-A, Note B-1-B, Note B-2-B, Note B-3-B, Note B-4-B, NoteC-1, Note C-2, Note C-3 and Note C-4 and Citibank, N.A., as Initial Agent,relating to the MGM Grand & Mandalay Bay loan combination (filed as Exhibit99.6 to the registrant's Current Report on Form 8-K filed on May 11, 2021 underSEC File No. 333-227446-14 and incorporated by reference herein).

 

(99.7) Co-Lender Agreement, dated as of December 7,2020, between Citi Real Estate Funding Inc., as initial note A-1 holder andStarwood Mortgage Capital LLC, as initial note A-2 holder and initial note A-3holder, relating to the Signature Office Portfolio loan combination (filed asExhibit 99.7 to the registrant's Current Report on Form 8-K filed on May 11,2021 under SEC File No. 333-227446-14 and incorporated by reference herein).

 

(99.8) Co-Lender Agreement, dated as of November 25,2020, by and between Starwood Mortgage Capital LLC, as initial note A-1 holderand Starwood Mortgage Capital LLC, as initial note A-2 holder, relating to theAppletree Business Park loan combination (filed as Exhibit 99.8 to the registrant'sCurrent Report on Form 8-K filed on May 11, 2021 under SEC File No.333-227446-14 and incorporated by reference herein).

 

(99.9) Co-Lender Agreement, dated as of January 24,2020, by and between Starwood Mortgage Capital LLC, as initial note A-1 holder,and Starwood Mortgage Capital LLC, as initial note A-2 holder, relating to theMcCarthy Ranch loan combination (filed as Exhibit 99.9 to the registrant'sCurrent Report on Form 8-K filed on May 11, 2021 under SEC File No.333-227446-14 and incorporated by reference herein).

 

(99.10) Second Amended and Restated ServicingAgreement, effective as of October 31, 2021, between Wells Fargo Bank, N.A.,Wells Fargo Delaware Trust Company, N.A., Computershare Trust Company, N.A.,Computershare Delaware Trust Company and Computershare Limited (filed asExhibit 99.1 to the registrant's Current Report on Form 8-K filed on November5, 2021 under SEC File No. 333-227446-14 and incorporated by reference herein).

 

(b)See (a) above.

 

(c) NotApplicable.

** **

**SIGNATURES**

 

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

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 28, 2023