**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, 2021 OR**

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

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

 

 

 

**Commission file number:333-227446-17**

 

**Central Index Key Number of the issuing entity:****0001883246**

 

**Morgan Stanley Capital ITrust 2021-L7**

**(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 KeyNumber of the sponsor:0001089877**

 

**KeyBank National Association**

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

**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:0000927971**

 

**Bank of Montreal**

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

** **

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

 

**Argentic Real Estate FinanceLLC**

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

 

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

 

**Morgan Stanley MortgageCapital Holdings LLC**

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

 

 

| **New York**                                                        | **38-4197301**

**38-4197302**

**38-7274806** |
|---------------------------------------------------------------------|------------------------------------------------|
| **(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.

 

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 Act of1934 subsequent to the distribution of securities under a plan confirmed by acourt.

 

  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-L7 mortgage pool includes thefollowing mortgage loans, each of which is serviced pursuant to a separatepooling and servicing agreement (each, an “Outside Pooling and ServicingAgreement”):

 

•   the One SoHo Square mortgageloan, which is serviced pursuant to the SOHO 2021-SOHO trust and servicingagreement attached hereto as Exhibit 4.2; and

 

•   the Helios Plaza mortgage loan, which was servicedpursuant to the MSC 2021-L7 pooling and servicing agreement attached hereto asExhibit 4.1 (from 10/13/21 to 11/30/21) and, following the securitization ofthe related lead servicing note, the BBCMS 2021-C12 pooling and servicingagreement attached hereto as Exhibit 4.3 (from 11/30/21 to 12/31/21).

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

 

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

 

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

 

•   The operating advisor under apooling and servicing agreement represents the interests of seniorcertificateholders in the transaction governed by such pooling and servicingagreement and is responsible for monitoring the performance of the specialservicer under such pooling and servicing agreement and producing certainreports to certificateholders relating to the resolution of the mortgage poolsecuritized pursuant to such pooling and servicing agreement.  The operatingadvisor under a pooling and servicing agreement does not have any obligationswith respect to any other transaction and is solely obligated to perform loanreporting functions with respect to the securitization governed by such poolingand servicing agreement.  Consequently, the operating advisor under anOutside Pooling and Servicing Agreement neither participates in the servicingfunction for purposes of Item 1122 of Regulation AB nor performs 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.  In addition,while the operating advisor under a pooling and servicing agreement has certainreporting obligations in respect of the related mortgage pool, it has noobligation to collect or disburse funds in respect of the mortgage pool or toadminister 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, aDivision of PNC Bank, National Association is the special servicer under theSOHO 2021-SOHO trust and servicing agreement, pursuant to which the One SoHoSquare mortgage loan is serviced. Because MidlandLoan Services, a Division of PNC Bank, National Association is not the MSC2021-L7 special servicer, is not affiliated with any sponsor and services onlythe One SoHo Square mortgage loan, which constitutes more than 5% but less than10% of the mortgage pool, Midland Loan Services, a Division of PNC Bank,National Association, as SOHO 2021-SOHO special servicer, constitutes areporting “servicing function participant” for purposes of Item 1122 ofRegulation AB, as specified in the Instruction 3 to Item 1122, but does notconstitute a reporting “servicer” for purposes of Item 1123 of Regulation AB,as specified in the Instruction to Item 1123.

•   U.S. Bank NationalAssociation is the custodian under the SOHO 2021-SOHO trust and servicingagreement, pursuant to which the One SoHo Square mortgage loan is serviced.Because U.S. Bank National Association is not the MSC 2021-L7 custodian, is notaffiliated with any sponsor and services only the One SoHo Square mortgageloan, which constitutes more than 5% but less than 10% of the mortgage pool,U.S. Bank National Association, as SOHO 2021-SOHO custodian, constitutes areporting “servicing function participant” for purposes of Item 1122 ofRegulation AB, as specified in the Instruction 3 to Item 1122, but does notconstitute a reporting “servicer” for purposes of Item 1123 of Regulation AB,as specified in the Instruction to Item 1123.

•   National Tax Search, LLCmerged into CoreLogic Solutions, LLC in 2021.  CoreLogic Solutions, LLC’sreport on assessment of compliance with servicing criteria and registeredpublic accounting firm attestation report, in each case provided pursuant toItem 1122 of Regulation AB, also relate to National Tax Search, LLC’s platformfor the reporting period.

 Inaddition, each of the following parties engaged the services of certainservicing function participants and sub-servicers for the reporting period, asset forth below:

 

•   On November 1, 2021, pursuantto the second amended and restated servicing agreement attached hereto asExhibit 99.9, 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.**  | **Selected Financial Data.**                                                                                        |
|              | Omitted.                                                                                                            |
| **Item 7.**  | **Management's Discussion  and Analysis of Financial Condition and Results of Operations.**                         |
|              | Omitted.                                                                                                            |
| **Item 7A.** | **Quantitative and  Qualitative Disclosures About Market Risk.**                                                    |
|              | Omitted.                                                                                                            |
| **Item 8.**  | **Financial Statements and  Supplementary Data.**                                                                   |
|              | Omitted.                                                                                                            |
| **Item 9.**  | **Changes in and  Disagreements With Accountants on Accounting and Financial Disclosure.**                          |
|              | Omitted.                                                                                                            |
| **Item 9A.** | **Controls and Procedures.**                                                                                        |
|              | Omitted.                                                                                                            |
| **Item 9B.** | **Other Information.**                                                                                         |
|              | None.                                                                                                               |
|              |                                                                                                                |   |

 

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

 

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

 

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

 

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

 

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

 

Theregistrant knows of no legal proceeding pending against the sponsors,depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation AB, or otherparty 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:

 

U.S.Bank National Association (“U.S. Bank”) and other large financial institutionshave been sued in their capacity as trustee or successor trustee for certainresidential mortgage backed securities ("RMBS") trusts.  Thecomplaints, primarily filed by investors or investor groups against U.S. Bankand similar institutions, allege the trustees caused losses to investors as aresult of alleged failures by the sponsors, mortgage loan sellers and servicersto comply with the governing agreements for these RMBS trusts.  Plaintiffsgenerally assert causes of action based upon the trustees’ purported failuresto enforce repurchase obligations of mortgage loan sellers for alleged breachesof representations and warranties, notify securityholders of purported eventsof default allegedly caused by breaches of servicing standards by mortgage loanservicers and abide by a heightened standard of care following alleged eventsof default.  

 

U.S.Bank denies liability and believes that it has performed its obligations underthe RMBS trusts in good faith, that its actions were not the cause of losses toinvestors, that it has meritorious defenses, and it has contested and intendsto continue contesting the plaintiffs’ claims vigorously.  However, U.S.Bank cannot assure you as to the outcome of any of the litigation, or thepossible impact of these litigations on the trustee or the RMBS trusts.  

 

OnMarch 9, 2018, a law firm purporting to represent fifteen Delaware statutorytrusts (the “DSTs”) that issued securities backed by student loans (the“Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S.Bank National Association (“U.S. Bank”) in its capacities as indenture trusteeand successor special servicer, and three other institutions in theirrespective transaction capacities, with respect to the DSTs and the Student Loans. This lawsuit is captioned The National Collegiate Student Loan Master Trust I,et al. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del.Ch.) (the “NCMSLT Action”).  The complaint, as amended on June 15, 2018,alleged that the DSTs have been harmed as a result of purported misconduct oromissions by the defendants concerning administration of the trusts and specialservicing of the Student Loans.  Since the filing of the NCMSLT Action,certain Student Loan borrowers have made assertions against U.S. Bankconcerning special servicing that appear to be based on certain allegationsmade on behalf of the DSTs in the NCMSLT Action.

 

U.S.Bank has filed a motion seeking dismissal of the operative complaint in itsentirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6)or, in the alternative, a stay of the case while other prior filed disputesinvolving the DSTs and the Student Loans are litigated.  On November 7,2018, the Court ruled that the case should be stayed in its entirety pendingresolution of the first-filed cases.  On January 21, 2020, the Courtentered an order consolidating for pretrial purposes the NCMSLT Action andthree other lawsuits pending in the Delaware Court of Chancery concerning the DSTsand the Student Loans, which remains pending.  

 

U.S.Bank denies liability in the NCMSLT Action and believes it has performed itsobligations as indenture trustee and special servicer in good faith and incompliance in all material respects with the terms of the agreements governingthe DSTs and that it has meritorious defenses.  It has contested andintends to continue contesting the plaintiffs’ claims vigorously.

 

**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 October 13, 2021.  In addition,(i) KeyBank National Association, the master servicer under the BBCMS 2021-C12pooling and servicing agreement, pursuant to which the Helios Plaza mortgageloan is serviced, is also the master servicer under the MSC 2021-L7 pooling andservicing agreement and the servicer under the SOHO 2021-SOHO trust andservicing agreement; (ii) LNR Partners, LLC, the special servicer under theBBCMS 2021-C12 pooling and servicing agreement, pursuant to which the HeliosPlaza mortgage loan is serviced, is an affiliate of Starwood Mortgage CapitalLLC, one of the sponsors of the MSC 2021-L7 securitization; and (iii)Computershare Trust Company, National Association, the custodian under theBBCMS 2021-C12 pooling and servicing agreement, pursuant to to which the HeliosPlaza mortgage loan is serviced, is also a servicing function participant underthe MSC 2021-L7 pooling and servicing agreement.

 

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

 

Thereports on assessment of compliance with the servicing criteria for asset-backedsecurities and the related attestation reports on such assessments ofcompliance are attached hereto under Item 15. 

 

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

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

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

 

(a) Exhibits.

 

(4.1)Poolingand Servicing Agreement, dated as of October 1, 2021, between Morgan StanleyCapital I Inc., as depositor, KeyBank National Association, as master servicerand as special servicer, Wells Fargo Bank, National Association, as certificateadministrator and trustee, and Pentalpha Surveillance LLC, as operating advisorand asset representations reviewer (filed as Exhibit 4.1 to the registrant'sCurrent Report on Form 8-K/A filed on February 4, 2022 under SEC File No.333-227446-17 and incorporated by reference herein).

 

(4.2)Trustand Servicing Agreement, dated as of July 30, 2021, between GS MortgageSecurities Corporation II, as depositor, KeyBank National Association, asservicer, Midland Loan Services, a Division of PNC Bank, National Association,as special servicer, U.S. Bank National Association, as certificateadministrator, trustee and Custodian, and Pentalpha Surveillance LLC, asoperating advisor, relating to the SOHO Trust 2021-SOHO securitizationtransaction, pursuant to which the One SoHo Square Mortgage Loan is serviced(filed as Exhibit 4.2 to the registrant's Current Report on Form 8-K filed onOctober 13, 2021 under SEC File No. 333-227446-17 and incorporated by referenceherein).

 

(4.3)Poolingand Servicing Agreement, dated as of November 1, 2021, Barclays CommercialMortgage Securities LLC, as depositor, KeyBank National Association, as masterservicer, LNR Partners, LLC, as special servicer, Computershare Trust Company,National Association, as certificate administrator, Wilmington Trust, NationalAssociation, as trustee, and Pentalpha Surveillance LLC, as operating advisorand as asset representations reviewer, relating to the BBCMS 2021-C12securitization transaction, pursuant to which the Helios Plaza Mortgage Loanwas serviced from 11/30/21 to 12/31/21 (filed as Exhibit 4.3 to the registrant'sCurrent Report on Form 8-K filed on December 6, 2021 under SEC File No.333-227446-17 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, asCertificate Administrator

 

33.2Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator (from11/1/21 to 12/31/21)

 

33.3Wells Fargo Bank, National Association, asCustodian

 

33.4Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (from 11/1/21 to 12/31/21)

 

33.5KeyBank National Association, as Master Servicer

 

33.6KeyBank National Association, as Special Servicer(see Exhibit 33.5)

 

33.7Pentalpha Surveillance LLC, as Operating Advisor

 

33.8KeyBank National Association, as Master Servicerunder the SOHO 2021-SOHO securitization, pursuant to which the followingmortgage loans were serviced by such party: One SoHo Square (from 10/13/21 to12/31/21) (see Exhibit 33.5)

 

33.9KeyBank National Association, as Master Servicerunder the BBCMS 2021-C12 securitization, pursuant to which the followingmortgage loans were serviced by such party: Helios Plaza (from 11/30/21 to12/31/21) (see Exhibit 33.5)

 

33.10Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the SOHO 2021-SOHOsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: One SoHo Square (from 10/13/21 to 12/31/21)

 

33.11LNR Partners, LLC, as Special Servicer under theBBCMS 2021-C12 securitization, pursuant to which the following mortgage loanswere serviced by such party: Helios Plaza (from 11/30/21 to 12/31/21)

 

33.12U.S. Bank National Association, as Custodian underthe SOHO 2021-SOHO securitization, pursuant to which the following mortgageloans were serviced by such party: One SoHo Square (from 10/13/21 to 12/31/21)

 

33.13Computershare Trust Company, National Association,as Custodian under the BBCMS 2021-C12 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Helios Plaza (from11/30/21 to 12/31/21) (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 (from11/1/21 to 12/31/21)

 

34.3Wells Fargo Bank, National Association, asCustodian

 

34.4Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (from 11/1/21 to 12/31/21)

 

34.5KeyBank National Association, as Master Servicer

 

34.6KeyBank National Association, as Special Servicer(see Exhibit 34.5)

 

34.7Pentalpha Surveillance LLC, as Operating Advisor

 

34.8KeyBank National Association, as Master Servicer underthe SOHO 2021-SOHO securitization, pursuant to which the following mortgageloans were serviced by such party: One SoHo Square (from 10/13/21 to 12/31/21)(see Exhibit 34.5)

 

34.9KeyBank National Association, as Master Servicerunder the BBCMS 2021-C12 securitization, pursuant to which the followingmortgage loans were serviced by such party: Helios Plaza (from 11/30/21 to12/31/21) (see Exhibit 34.5)

 

34.10Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the SOHO 2021-SOHOsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: One SoHo Square (from 10/13/21 to 12/31/21)

 

34.11LNR Partners, LLC, as Special Servicer under theBBCMS 2021-C12 securitization, pursuant to which the following mortgage loanswere serviced by such party: Helios Plaza (from 11/30/21 to 12/31/21)

 

34.12U.S. Bank National Association, as Custodian underthe SOHO 2021-SOHO securitization, pursuant to which the following mortgageloans were serviced by such party: One SoHo Square (from 10/13/21 to 12/31/21)

 

34.13Computershare Trust Company, National Association,as Custodian under the BBCMS 2021-C12 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Helios Plaza (from11/30/21 to 12/31/21) (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 (from 11/1/21to 12/31/21)

 

35.3Wells Fargo Bank, National Association, asCustodian

 

35.4Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (from 11/1/21 to 12/31/21)

 

35.5KeyBank National Association, as Master Servicer

 

35.6KeyBank National Association, as Special Servicer(see Exhibit 35.5)

 

35.7KeyBank National Association, as Master Servicerunder the SOHO 2021-SOHO securitization, pursuant to which the followingmortgage loans were serviced by such party: One SoHo Square (from 10/13/21 to12/31/21) (see Exhibit 35.5)

 

35.8KeyBank National Association, as Master Servicerunder the BBCMS 2021-C12 securitization, pursuant to which the followingmortgage loans were serviced by such party: Helios Plaza (from 11/30/21 to12/31/21) (see Exhibit 35.5)

 

35.9LNR Partners, LLC, as Special Servicer under theBBCMS 2021-C12 securitization, pursuant to which the following mortgage loanswere serviced by such party: Helios Plaza (from 11/30/21 to 12/31/21)

 

35.10Computershare Trust Company, National Association,as Custodian under the BBCMS 2021-C12 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Helios Plaza (from11/30/21 to 12/31/21) 

 

(99.1)MortgageLoan Purchase Agreement, dated September 30, 2021, between Morgan StanleyCapital I Inc. and KeyBank National Association (filed as Exhibit 99.1 to theregistrant's Current Report on Form 8-K filed on October 13, 2021 under SECFile No. 333-227446-17 and incorporated by reference herein).

 

(99.2)MortgageLoan Purchase Agreement, dated September 30, 2021, between Morgan Stanley CapitalI Inc. and Starwood Mortgage Capital LLC (filed as Exhibit 99.2 to theregistrant's Current Report on Form 8-K filed on October 13, 2021 under SECFile No. 333-227446-17 and incorporated by reference herein).

 

(99.3)MortgageLoan Purchase Agreement, dated September 30, 2021, between Morgan StanleyCapital I Inc. and Bank of Montreal (filed as Exhibit 99.3 to the registrant'sCurrent Report on Form 8-K filed on October 13, 2021 under SEC File No.333-227446-17 and incorporated by reference herein).

 

(99.4)MortgageLoan Purchase Agreement, dated September 30, 2021, between Morgan StanleyCapital I Inc. and Argentic Real Estate Finance LLC (filed as Exhibit 99.4 tothe registrant's Current Report on Form 8-K filed on October 13, 2021 under SECFile No. 333-227446-17 and incorporated by reference herein).

 

(99.5)MortgageLoan Purchase Agreement, dated September 30, 2021, between Morgan StanleyCapital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filed asExhibit 99.5 to the registrant's Current Report on Form 8-K filed on October13, 2021 under SEC File No. 333-227446-17 and incorporated by referenceherein).

 

(99.6)Co-LenderAgreement, dated as of October 12, 2021, by and between Bank of Montreal, asinitial note A-1 holder, initial note A-2 holder, initial note A-3 holder andinitial note A-4 holder, and Barclays Capital Real Estate Inc., as initial noteA-5 holder, relating to the Helios Plaza loan combination (filed as Exhibit99.6 to the registrant's Current Report on Form 8-K filed on October 13, 2021under SEC File No. 333-227446-17 and incorporated by reference herein).

 

(99.7)AgreementBetween Noteholders, dated as of September 16, 2021, between KeyBank NationalAssociation, as initial note A-1 holder, KeyBank National Association, asinitial note A-2 holder, KeyBank National Association, as initial note A-3holder, and KeyBank National Association, as initial note A-4 holder, relatingto the Superstition Gateway loan combination (filed as Exhibit 99.7 to theregistrant's Current Report on Form 8-K filed on October 13, 2021 under SECFile No. 333-227446-17 and incorporated by reference herein).

 

(99.8)Co-LenderAgreement, dated as of July 30, 2021, between Goldman Sachs Bank USA, asinitial note A-1-S holder, initial note A-1-C-1 – A-1-C-8 holder and initialnote B-1 holder, DBR Investments Co. Limited, as initial note A-2-S holder,initial note A-2-C-1 – Note A-2-C-6 holder and initial note B-2 holder, andBank of Montreal, as initial note A-3-S holder, initial note A-3-C-1 – noteA-3-C-3 holder and initial note B-3 holder, relating to the One Soho Squareloan combination (filed as Exhibit 99.8 to the registrant's Current Report onForm 8-K filed on October 13, 2021 under SEC File No. 333-227446-17 andincorporated by reference herein).

 

(99.9)SecondAmended and Restated Servicing Agreement, 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 andComputershare Limited (filed as Exhibit 99.1 to the registrant's Current Reporton Form 8-K filed on November 5, 2021 under SEC File No. 333-227446-17 andincorporated 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 30, 2022