**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:333-227446-15**

 

**Central Index Key Number of the issuing entity:****0001866493**

 

**Morgan Stanley Capital ITrust 2021-L6**

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

 

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

 

**Morgan Stanley Capital I Inc.**

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

 

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

 

**Morgan Stanley MortgageCapital Holdings LLC**

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

 

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

 

**Argentic Real Estate FinanceLLC**

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

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

 

**Starwood Mortgage Capital LLC**

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

** Central Index KeyNumber of the sponsor:0001102113**

 

**Bank of America, NationalAssociation**

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

 

 

| **New York**                                                        | **35-7287172**

**38-4178191**

**38-4178192** |
|---------------------------------------------------------------------|------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**   |

 

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

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

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

 

 

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

 

 

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

 

  NONE.

 

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

 

  Yes___ No X

 

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

 

  Yes___ No X

 

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

 

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

 

  YesX No ___

 

Indicateby check mark whether the registrant has submitted electronically 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 thatrequired a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery periodpursuant 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-L6 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 U.S. Steel mortgage loan,which is serviced pursuant to the BANK 2021-BNK34 pooling and servicingagreement attached hereto as Exhibit 4.2;

 

•   The Domain mortgage loan, which is serviced pursuantto the BANK2021-BNK35 pooling and servicing agreement attached hereto as Exhibit 4.3; and

•   the Woodbridge Corporate Plaza Leased Fee mortgageloan, which is serviced pursuant to the Benchmark 2021-B28 pooling and servicing agreementattached 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 agreementslisted in the Exhibit Index has confirmed to the registrant that it has notmade any such contingent advances during the reporting period, andconsequently, each such trustee does not participate in the servicing functionfor purposes of Item 1122 of Regulation AB, nor does it perform the functionsof a servicer for purposes of the definition of “servicer” under Item 1101 ofRegulation AB or for purposes of Item 1123 of Regulation AB.

 

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

 

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

 

•   The asset representations reviewer under a 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.

•   NCB, N.A. as NCB masterservicer and NCB special servicer under each of the BANK 2021-BNK34 pooling andservicing agreement and the BANK 2021-BNK35 pooling and servicing agreement,only has obligations in respect of certain mortgage loans sold to the BANK2021-BNK34 securitization trust and the BANK 2021-BNK35 securitization trust,respectively, by NCB, N.A. Such party has no obligations with respect to anymortgage loan included in the MSC 2021-L6 mortgage pool and therefore in suchcapacity 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.

 

•   Greystone Servicing Company LLCis the general special servicer under the BANK 2021-BNK34 pooling and servicingagreement, pursuant to which the U.S. Steel Tower mortgage loan isserviced.  Because Greystone Servicing Company LLC is not the MSC 2021-L6 special servicer, is not affiliatedwith any sponsor and services only the U.S. Steel Tower mortgage loan, whichconstitutes more than 5% but less than 10% of the mortgage pool, GreystoneServicing Company LLC, as BANK 2021-BNK34 generalspecial servicer, constitutes a reporting “servicing function participant” forpurposes of Item 1122 of Regulation AB, as specified in the Instruction 3 toItem 1122, but does not constitute a reporting “servicer” for purposes of Item1123 of Regulation AB, as specified in the Instruction to Item 1123.

 

•   KeyBank NationalAssociation is the general special servicer under theBANK 2021-BNK35 pooling and servicing agreement, pursuant to which The Domainmortgage loan is serviced.  Because KeyBank National Association is not the MSC 2021-L6 special servicer, is not affiliatedwith any sponsor and services only The Domain mortgage loan, which constitutesmore than 5% but less than 10% of the mortgage pool, KeyBank NationalAssociation, as BANK 2021-BNK35 general specialservicer, constitutes a reporting “servicing function participant” for purposesof 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 ofRegulation AB, as specified in the Instruction to Item 1123.

 

•   Midland Loan Services, a Division of PNC Bank, NationalAssociation was, until June 12, 2022, the specialservicer under the Benchmark 2021-B28 pooling and servicing agreement, pursuantto which the Woodbridge Corporate Plaza Leased Fee mortgage loan is serviced. Because Midland Loan Services, a Division of PNCBank, National Association is not the MSC 2021-L6special servicer, is not affiliated with any sponsor and serviced only theWoodbridge Corporate Plaza Leased Fee mortgage loan, which constitutes lessthan 5% of the mortgage pool, Midland Loan Services, a Division of PNCBank, National Association, as Benchmark 2021-B28special servicer, does not constitute a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, and does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

•   LNR Partners, LLC is thecurrent special servicer under the Benchmark 2021-B28 pooling and servicingagreement, pursuant to which the Woodbridge Corporate Plaza Leased Fee mortgageloan is serviced. On June 13, 2022, Midland Loan Services, a Division of PNCBank, National Association was replaced as special servicer under the Benchmark2021-B28 pooling and servicing agreement and was succeeded by LNR Partners,LLC.

 

In addition, each of the following partiesengaged the services of certain servicing function participants andsub-servicers for the reporting period, as set forth below:

 

•   Wells Fargo Bank, NationalAssociation, as general master servicer under the BANK 2021-BNK34 pooling andservicing agreement, pursuant to which the U.S. Steel Tower mortgage loan isserviced, engaged the services of CoreLogic Solutions, LLC as a servicingfunction participant in respect of the U.S. Steel Tower mortgage loan for thereporting period.

 

•   Wells Fargo Bank, NationalAssociation, as general master servicer under the BANK 2021-BNK35 pooling andservicing agreement, pursuant to which The Domain mortgage loan is serviced,engaged the services of CoreLogic Solutions, LLC as a servicing functionparticipant in respect of The Domain mortgage loan for the reporting period.

 

•   On November 1, 2021, pursuantto the second amended and restated servicing agreement attached hereto asExhibit 99.8, 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 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, 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 byappropriate standards of care following alleged events of default. In July2022, the district court dismissed Phoenix Light’s claims and certain of theclaims asserted by Commerzbank AG, and subsequently entered judgment in eachcase in favor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light andCommerzbank AG appealed the district court’s decision to the United StatesCourt of Appeals for the Second Circuit. Wells Fargo Bank, N.A. previouslysettled two class actions filed by institutional investors and an action filedby the National Credit Union Administration with similar allegations. Inaddition, Park Royal I LLC and Park Royal II LLC have filed substantiallysimilar lawsuits in New York state court alleging Wells Fargo Bank, N.A., astrustee, failed to take appropriate actions upon learning of defective mortgageloan 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 July 13, 2021.  In addition, LNRPartners, LLC, the special servicer under the Benchmark 2021-B28 pooling andservicing agreement, pursuant to which the Woodbridge Corporate Plaza LeasedFee mortgage loan is serviced, is also an affiliate of Starwood MortgageCapital LLC, an originator, sponsor and mortgage loan seller with respect tothe MSC 2021-L6 securitization transaction.

 

**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.

 

Eachof the servicer compliance statements furnished pursuant to Item 1123 ofRegulation AB by Wells Fargo Bank, National Association and Computershare TrustCompany National Association discloses that a material instance ofnoncompliance occurred, as described below:

 

ComputershareTrust Company, N.A. made the April 18, 2022 distribution (the "AprilDistribution") due to certificate holders of the Morgan Stanley Capital ITrust 2021-L6 Commercial Mortgage Pass-Through Certificates Series 2021-L6transaction one business day late on April 19, 2022. The inadvertent delay inthe required distribution, consisting of approximately $2.54 million, wascaused by an administrative error relating to the calculation of the paymentdate in an internal system due to Good Friday. The error resulted in a delay inthe release of the payment information to the payment processing system, whichin turned caused the late distribution. The impact of this error was limited tothe April Distribution. In an effort to prevent similar errors from occurring,Computershare Trust Company, N.A. has updated the payment date calculationprocess in its systems.

 

**PART IV**

 

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

 

(a) Exhibits.

 

(4.1) Pooling and Servicing Agreement, dated as of July1, 2021, between Morgan Stanley Capital I Inc., as depositor, Midland LoanServices, a Division of PNC Bank, National Association, as master servicer,Argentic Services Company LP, as special servicer, Wells Fargo Bank, NationalAssociation, as certificate administrator and trustee, and Park Bridge LenderServices LLC, as operating advisor and asset representations reviewer (filed asExhibit 4.1 to the registrant's Current Report on Form 8-K/A filed on February4, 2022 under SEC File No. 333-227446-15 and incorporated by reference herein).

 

(4.2) Pooling and Servicing Agreement, dated as of June1, 2021, between Wells Fargo Commercial Mortgage Securities, Inc., asdepositor, Wells Fargo Bank, National Association, as general master servicer,Greystone Servicing Company LLC, as general special servicer, NationalCooperative Bank, N.A., as NCB master servicer and NCB special servicer, WellsFargo Bank, National Association, as certificate administrator, WilmingtonTrust, National Association, as trustee, and Pentalpha Surveillance LLC, asoperating advisor and asset representations reviewer, relating to the BANK2021-BNK34 securitization transaction, pursuant to which the U.S. Steel TowerMortgage Loan is serviced (filed as Exhibit 4.2 to the registrant's CurrentReport on Form 8-K filed on July 13, 2021 under SEC File No. 333-227446-15 andincorporated by reference herein).

 

(4.3) Pooling and Servicing Agreement, dated as ofAugust 1, 2021, between Morgan Stanley Capital I Inc., as depositor, Wells FargoBank, National Association, as general master servicer, KeyBank NationalAssociation, as general special servicer, National Cooperative Bank, N.A., asNCB master servicer and as NCB special servicer, Wells Fargo Bank, NationalAssociation, as certificate administrator, Wilmington Trust, NationalAssociation, as trustee, and Park Bridge Lender Services LLC, as operatingadvisor and as asset representations reviewer, relating to the BANK 2021-BNK35securitization transaction, pursuant to which The Domain Mortgage Loan isserviced (filed as Exhibit 4.3 to the registrant's Current Report on Form 8-K/Afiled on February 4, 2022 under SEC File No. 333-227446-15 and incorporated byreference herein).

 

(4.4) Pooling and Servicing Agreement, dated as ofAugust 1, 2021, between J.P. Morgan Chase Commercial Mortgage Securities Corp.,as depositor, Midland Loan Services, a Division of PNC Bank, NationalAssociation, as master servicer, Midland Loan Services, a Division of PNC Bank,National Association, as special servicer, Wells Fargo Bank, NationalAssociation, as certificate administrator, Wells Fargo Bank, NationalAssociation, as trustee, and Pentalpha Surveillance LLC, as operating advisorand as asset representations reviewer, relating to the Benchmark 2021-B28securitization transaction, pursuant to which the Woodbridge Corporate PlazaLeased Fee Mortgage Loan is serviced (filed as Exhibit 4.4 to the registrant'sCurrent Report on Form 8-K filed on August 19, 2021 under SEC File No.333-227446-15 and incorporated by reference herein).

 

(31) Rule13a-14(d)/15d-14(d) Certification.

 

(33)  Reports onassessment of compliance with servicing criteria for asset-backed securities.

 

33.1 Wells Fargo Bank, National Association, as CertificateAdministrator

 

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

 

33.3 Wells Fargo Bank, National Association, as Custodian

 

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

 

33.5 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

 

33.6 Argentic Services Company LP, as Special Servicer

 

33.7 Park Bridge Lender Services LLC, as Operating Advisor

 

33.8 Wells Fargo Bank, National Association, as Master Servicerunder the BANK 2021-BNK34 securitization, pursuant to which the followingmortgage loans were serviced by such party: U.S. Steel Tower (from 1/1/22 to12/31/22)

 

33.9 CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2021-BNK34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: U.S. Steel Tower (from1/1/22 to 12/31/22)

 

33.10 Wells Fargo Bank, National Association, as MasterServicer under the BANK 2021-BNK35 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: The Domain (from 1/1/22to 12/31/22) (see Exhibit 33.8)

 

33.11 CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2021-BNK35 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: The Domain (from 1/1/22to 12/31/22) (see Exhibit 33.9)

 

33.12 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the Benchmark 2021-B28securitization, pursuant to which the following mortgage loans were serviced bysuch party: Woodbridge Corporate Plaza Leased Fee (from 1/1/22 to 12/31/22)(see Exhibit 33.5)

 

33.13 Greystone Servicing Company LLC, as Special Servicerunder the BANK 2021-BNK34 securitization, pursuant to which the followingmortgage loans were serviced by such party: U.S. Steel Tower (from 1/1/22 to12/31/22)

 

33.14 KeyBank National Association, as Special Servicerunder the BANK 2021-BNK35 securitization, pursuant to which the followingmortgage loans were serviced by such party: The Domain (from 1/1/22 to12/31/22)

 

33.15 LNR Partners, LLC, as Special Servicer under theBenchmark 2021-B28 securitization, pursuant to which the following mortgageloans were serviced by such party: Woodbridge Corporate Plaza Leased Fee (from6/13/22 to 12/31/22)

 

33.16 Wells Fargo Bank, National Association, as Custodianunder the BANK 2021-BNK34 securitization, pursuant to which the followingmortgage loans were serviced by such party: U.S. Steel Tower (from 1/1/22 to12/31/22) (see Exhibit 33.3)

 

33.17 Computershare Trust Company, National Association, asServicing Function Participant under the BANK 2021-BNK34 securitization,pursuant to which the following mortgage loans were serviced by such party:U.S. Steel Tower (from 1/1/22 to 12/31/22) (see Exhibit 33.4)

 

33.18 Wells Fargo Bank, National Association, as Custodianunder the BANK 2021-BNK35 securitization, pursuant to which the followingmortgage loans were serviced by such party: The Domain (from 1/1/22 to12/31/22) (see Exhibit 33.3)

 

33.19 Computershare Trust Company, National Association, as ServicingFunction Participant under the BANK 2021-BNK35 securitization, pursuant towhich the following mortgage loans were serviced by such party: The Domain(from 1/1/22 to 12/31/22) (see Exhibit 33.4)

 

33.20 Wells Fargo Bank, National Association, as Custodianunder the Benchmark 2021-B28 securitization, pursuant to which the followingmortgage loans were serviced by such party: Woodbridge Corporate Plaza LeasedFee (from 1/1/22 to 12/31/22) (see Exhibit 33.3)

 

33.21 Computershare Trust Company, National Association, asServicing Function Participant under the Benchmark 2021-B28 securitization,pursuant to which the following mortgage loans were serviced by such party:Woodbridge Corporate Plaza Leased Fee (from 1/1/22 to 12/31/22) (see Exhibit33.4)

 

(34). Attestation reports onassessment of compliance with servicing criteria for asset-backed securities.

 

34.1 Wells Fargo Bank, National Association, as CertificateAdministrator

 

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

 

34.3 Wells Fargo Bank, National Association, as Custodian

 

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

 

34.5 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

 

34.6 Argentic Services Company LP, as Special Servicer

 

34.7 Park Bridge Lender Services LLC, as Operating Advisor

 

34.8 Wells Fargo Bank, National Association, as MasterServicer under the BANK 2021-BNK34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: U.S. Steel Tower (from1/1/22 to 12/31/22)

 

34.9 CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2021-BNK34 securitization, pursuant to which the followingmortgage loans were serviced by such party: U.S. Steel Tower (from 1/1/22 to12/31/22)

 

34.10 Wells Fargo Bank, National Association, as MasterServicer under the BANK 2021-BNK35 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: The Domain (from 1/1/22to 12/31/22) (see Exhibit 34.8)

 

34.11 CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2021-BNK35 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: The Domain (from 1/1/22to 12/31/22) (see Exhibit 34.9)

 

34.12 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the Benchmark 2021-B28securitization, pursuant to which the following mortgage loans were serviced bysuch party: Woodbridge Corporate Plaza Leased Fee (from 1/1/22 to 12/31/22)(see Exhibit 34.5)

 

34.13 Greystone Servicing Company LLC, as Special Servicerunder the BANK 2021-BNK34 securitization, pursuant to which the followingmortgage loans were serviced by such party: U.S. Steel Tower (from 1/1/22 to12/31/22)

 

34.14 KeyBank National Association, as Special Servicerunder the BANK 2021-BNK35 securitization, pursuant to which the followingmortgage loans were serviced by such party: The Domain (from 1/1/22 to12/31/22)

 

34.15 LNR Partners, LLC, as Special Servicer under theBenchmark 2021-B28 securitization, pursuant to which the following mortgageloans were serviced by such party: Woodbridge Corporate Plaza Leased Fee (from6/13/22 to 12/31/22)

 

34.16 Wells Fargo Bank, National Association, as Custodianunder the BANK 2021-BNK34 securitization, pursuant to which the followingmortgage loans were serviced by such party: U.S. Steel Tower (from 1/1/22 to12/31/22) (see Exhibit 34.3)

 

34.17 Computershare Trust Company, National Association, asServicing Function Participant under the BANK 2021-BNK34 securitization,pursuant to which the following mortgage loans were serviced by such party:U.S. Steel Tower (from 1/1/22 to 12/31/22) (see Exhibit 34.4)

 

34.18 Wells Fargo Bank, National Association, as Custodianunder the BANK 2021-BNK35 securitization, pursuant to which the followingmortgage loans were serviced by such party: The Domain (from 1/1/22 to12/31/22) (see Exhibit 34.3)

 

34.19 Computershare Trust Company, National Association, asServicing Function Participant under the BANK 2021-BNK35 securitization, pursuantto which the following mortgage loans were serviced by such party: The Domain(from 1/1/22 to 12/31/22) (see Exhibit 34.4)

 

34.20 Wells Fargo Bank, National Association, as Custodianunder the Benchmark 2021-B28 securitization, pursuant to which the followingmortgage loans were serviced by such party: Woodbridge Corporate Plaza LeasedFee (from 1/1/22 to 12/31/22) (see Exhibit 34.3)

 

34.21 Computershare Trust Company, National Association, asServicing Function Participant under the Benchmark 2021-B28 securitization,pursuant to which the following mortgage loans were serviced by such party:Woodbridge Corporate Plaza Leased Fee (from 1/1/22 to 12/31/22) (see Exhibit34.4)

 

(35). Servicer compliancestatement.

 

35.1 Wells Fargo Bank, National Association, as CertificateAdministrator

 

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

 

35.3 Wells Fargo Bank, National Association, as Custodian

 

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

 

35.5 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

 

35.6 Argentic Services Company LP, as Special Servicer

 

35.7 Wells Fargo Bank, National Association, as MasterServicer under the BANK 2021-BNK34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: U.S. Steel Tower (from1/1/22 to 12/31/22)

 

35.8 Wells Fargo Bank, National Association, as MasterServicer under the BANK 2021-BNK35 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: The Domain (from 1/1/22to 12/31/22) (see Exhibit 35.7)

 

35.9 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the Benchmark 2021-B28securitization, pursuant to which the following mortgage loans were serviced bysuch party: Woodbridge Corporate Plaza Leased Fee (from 1/1/22 to 12/31/22)(see Exhibit 35.5)

 

35.10 LNR Partners, LLC, as Special Servicer under theBenchmark 2021-B28 securitization, pursuant to which the following mortgageloans were serviced by such party: Woodbridge Corporate Plaza Leased Fee (from6/13/22 to 12/31/22)

 

35.11 Wells Fargo Bank, National Association, as Custodian underthe BANK 2021-BNK34 securitization, pursuant to which the following mortgageloans were serviced by such party: U.S. Steel Tower (from 1/1/22 to 12/31/22)(see Exhibit 35.3)

 

35.12 Computershare Trust Company, National Association, asServicing Function Participant under the BANK 2021-BNK34 securitization,pursuant to which the following mortgage loans were serviced by such party:U.S. Steel Tower (from 1/1/22 to 12/31/22) (see Exhibit 35.4)

 

35.13 Wells Fargo Bank, National Association, as Custodianunder the BANK 2021-BNK35 securitization, pursuant to which the followingmortgage loans were serviced by such party: The Domain (from 1/1/22 to 12/31/22)(see Exhibit 35.3)

 

35.14 Computershare Trust Company, National Association, asServicing Function Participant under the BANK 2021-BNK35 securitization,pursuant to which the following mortgage loans were serviced by such party: TheDomain (from 1/1/22 to 12/31/22) (see Exhibit 35.4)

 

35.15 Wells Fargo Bank, National Association, as Custodianunder the Benchmark 2021-B28 securitization, pursuant to which the followingmortgage loans were serviced by such party: Woodbridge Corporate Plaza LeasedFee (from 1/1/22 to 12/31/22) (see Exhibit 35.3)

 

35.16 Computershare Trust Company, National Association, asServicing Function Participant under the Benchmark 2021-B28 securitization,pursuant to which the following mortgage loans were serviced by such party:Woodbridge Corporate Plaza Leased Fee (from 1/1/22 to 12/31/22) (see Exhibit35.4)

 

(99.1) Mortgage Loan Purchase Agreement, dated June 30,2021, between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage CapitalHoldings LLC (filed as Exhibit 99.1 to the registrant's Current Report on Form8-K filed on July 13, 2021 under SEC File No. 333-227446-15 and incorporated byreference herein).

 

(99.2) Mortgage Loan Purchase Agreement, dated June 30,2021, between Morgan Stanley Capital I Inc. and Argentic Real Estate FinanceLLC (filed as Exhibit 99.2 to the registrant's Current Report on Form 8-K filedon July 13, 2021 under SEC File No. 333-227446-15 and incorporated by referenceherein).

 

(99.3) Mortgage Loan Purchase Agreement, dated June 30,2021, 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 onJuly 13, 2021 under SEC File No. 333-227446-15 and incorporated by referenceherein).

 

(99.4) Mortgage Loan Purchase Agreement, dated June 30,2021, between Morgan Stanley Capital I Inc. and Bank of America, NationalAssociation (filed as Exhibit 99.4 to the registrant's Current Report on Form8-K filed on July 13, 2021 under SEC File No. 333-227446-15 and incorporated byreference herein).

 

(99.5) Amended and Restated Co-Lender Agreement, datedas of June 4, 2021, by and between Morgan Stanley Bank, N.A., as note A-1holder, note A-2 holder, note A-3-1 holder, note A-3-2 holder and note A-4holder, Liberty Mutual Insurance Company, as note B-1 holder, PeerlessInsurance Company, as note B-2 holder, Employers Insurance Company of Wausau,as note B-3 holder, Liberty Mutual Fire Insurance Company, as note B-4 holder,The Ohio Casualty Insurance Company, as note B-5 holder, Safeco InsuranceCompany of America, as note B-6 holder, and Morgan Stanley Mortgage CapitalHoldings LLC, as initial agent, relating to the U.S. Steel Tower loancombination (filed as Exhibit 99.5 to the registrant's Current Report on Form8-K filed on July 13, 2021 under SEC File No. 333-227446-15 and incorporated byreference herein).

 

(99.6) Agreement Between Noteholders, dated as of June13, 2021, between Bank of America, N.A., as note A-1 holder, note A-2-1 holderand note A-2-2 Holder, and Goldman Sachs Bank USA, as note A-3 holder, relatingto The Domain loan combination (filed as Exhibit 99.6 to the registrant'sCurrent Report on Form 8-K filed on July 13, 2021 under SEC File No.333-227446-15 and incorporated by reference herein).

 

(99.7) Agreement Between Noteholders, dated as of May24, 2021, between Goldman Sachs Bank USA, as note A-1 holder, and Argentic RealEstate Finance LLC, as note A-2 holder, relating to Woodbridge Corporate PlazaLeased Fee loan combination (filed as Exhibit 99.7 to the registrant's CurrentReport on Form 8-K filed on July 13, 2021 under SEC File No. 333-227446-15 andincorporated by reference herein).

 

(99.8) Second Amended and Restated Servicing Agreement,effective as of October 31, 2021, between Wells Fargo Bank, N.A., Wells FargoDelaware Trust Company, N.A., Computershare Trust Company, N.A., ComputershareDelaware Trust Company and Computershare Limited (filed as Exhibit 99.1 to theregistrant's Current Report on Form 8-K filed on November 5, 2021 under SECFile No. 333-227446-15 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 by theundersigned, 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