**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:333-227446-15**

 

**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 Key Numberof 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.

 

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 reports requiredto be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934subsequent to the distribution of securities under a plan confirmed by a 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**

 

TheMSC 2021-L6 mortgage pool includes the following mortgage loans, each of whichis serviced pursuant to a separate pooling and servicing agreement (each, an“Outside Pooling and Servicing Agreement”):

 

•  the U.S. Steel mortgage loan, which is serviced pursuant to the BANK 2021-BNK34pooling and servicing agreement attached hereto as Exhibit 4.2;

 

•   The Domain mortgage loan, which was servicedpursuant to the MSC 2021-L6 pooling and servicing agreement attached hereto asExhibit 4.1 (from 7/13/21 to 8/10/21) and, following the securitization of therelated lead servicing note, the BANK 2021-BNK35 pooling and servicingagreement attached hereto as Exhibit 4.3 (from 8/11/21 to 12/31/21).

•   the Woodbridge Corporate Plaza Leased Fee mortgageloan, which was serviced pursuant to the MSC 2021-L6 pooling and servicingagreement attached hereto as Exhibit 4.1 (from 7/13/21 to 8/18/21) and,following the securitization of the related lead servicing note, the Benchmark2021-B28 pooling and servicing agreement attached hereto as Exhibit 4.4 (from8/19/21 to 12/31/21).

Exceptas set forth below, each of the parties to each pooling and servicing agreementlisted in the Exhibit Index both (1) participates in the servicing function forpurposes of Item 1122 of Regulation AB and (2) constitutes a servicer thatmeets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB forpurposes of Item 1123 of Regulation AB:

 

•  The trustee under a pooling and servicing agreement has a nominal role withrespect to the mortgage pool securitized pursuant to such pooling and servicingagreement.  The trustee’s only servicing function is the contingentobligation to make certain advances if the master servicer under such poolingand servicing agreement fails to do so, while all other servicing functions areperformed by other parties.  The trustee under each of the pooling andservicing agreements listed in the Exhibit Index has confirmed to the registrantthat it has not made any such contingent advances during the reporting period,and consequently, each such trustee does not participate in the servicingfunction for purposes of Item 1122 of Regulation AB, nor does it perform 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.

 

•  The certificate administrator under a pooling and servicing agreement performsvarious payment administration functions solely for the securitization governedby such pooling and servicing agreement and the mortgage pool securitizedpursuant to such pooling and servicing agreement and does not have anyobligations with respect to any other transaction.  Consequently, thecertificate administrator under an Outside Pooling and Servicing Agreement doesnot participate in the servicing function for purposes of Item 1122 ofRegulation AB, nor does it perform the functions of a servicer for purposes ofthe definition of “servicer” under Item 1101 of Regulation AB or for purposesof Item 1123 of Regulation AB.

 

•  The operating advisor under a pooling and servicing agreement represents theinterests of senior certificateholders in the transaction governed by suchpooling and servicing agreement and is responsible for monitoring theperformance of the special servicer under such pooling and servicing agreementand producing certain reports to certificateholders relating to the resolutionof the mortgage pool securitized pursuant to such pooling and servicingagreement.  The operating advisor under a pooling and servicing agreementdoes not have any obligations with respect to any other transaction and issolely obligated to perform loan reporting functions with respect to thesecuritization governed by such pooling and servicing agreement. Consequently, the operating advisor under an Outside Pooling and ServicingAgreement neither participates in the servicing function for purposes of Item1122 of Regulation AB nor performs the functions of a servicer for purposes ofthe definition of “servicer” under Item 1101 of Regulation AB or for purposesof Item 1123 of Regulation AB.  In addition, while the operating advisorunder a pooling and servicing agreement has certain reporting obligations inrespect of the related mortgage pool, it has no obligation to collect ordisburse funds in respect of the mortgage pool or to administer any of theunderlying mortgage loans.  Consequently, the operating advisor under apooling and servicing agreement participates in the servicing function forpurposes of Item 1122 of Regulation AB, but is not responsible for the“management or collection of the pool assets or making allocations ordistributions to holders of the asset-backed securities” within the meaning of “servicer”under Item 1101 of Regulation AB and does not perform the functions of aservicer 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 master servicer and NCB special servicer undereach of the BANK 2021-BNK34 pooling and servicing agreement and the BANK2021-BNK35 pooling and servicing agreement, only has obligations in respect ofcertain mortgage loans sold to the BANK 2021-BNK34 securitization trust and theBANK 2021-BNK35 securitization trust, respectively, by NCB, N.A. Such party hasno obligations with respect to the any mortgage loan included in the MSC2021-L6 mortgage pool and therefore in such capacity does not constitute areporting “servicing function participant” for purposes of Item 1122 ofRegulation AB, as specified in the Instruction 3 to Item 1122, and does not constitutea reporting “servicer” for purposes of Item 1123 of Regulation AB, as specifiedin the Instruction to Item 1123.

 

•  Greystone Servicing Company LLC is the general special servicer under the BANK2021-BNK34 pooling and servicing agreement, pursuant to which the U.S. SteelTower mortgage loan is serviced.  Because Greystone Servicing Company LLCis not the MSC 2021-L6 special servicer, is not affiliated with any sponsor andservices only the U.S. Steel Tower mortgage loan, which constitutes more than5% but less than 10% of the mortgage pool, Greystone Servicing Company LLC, asBANK 2021-BNK34 general master servicer, constitutes a reporting “servicingfunction participant” for purposes of Item 1122 of Regulation AB, as specifiedin the Instruction 3 to Item 1122, but does not constitute a reporting“servicer” for purposes of Item 1123 of Regulation AB, as specified in theInstruction to Item 1123.

 

•   KeyBankNational Association is the general special servicer under the BANK 2021-BNK35pooling and servicing agreement, pursuant to which The Domain mortgage loan isserviced.  Because KeyBank National Association is not the MSC 2021-L6master servicer, is not affiliated with any sponsor and services only TheDomain mortgage loan, which constitutes more than 5% but less than 10% of themortgage pool, KeyBank National Association, 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, National Association is thespecial servicer under the Benchmark 2021-B28 pooling and servicing agreement,pursuant to which the Woodbridge Corporate Plaza Leased Fee mortgage loan isserviced. Because Midland Loan Services, a Divisionof PNC Bank, National Association is not the MSC 2021-L6 special servicer, isnot affiliated with any sponsor and serviced only the Woodbridge CorporatePlaza Leased Fee mortgage loan, which constitutes less than 5% of the mortgagepool, Midland Loan Services, a Division of PNC Bank, National Association, asBenchmark 2021-B28 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.

•   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.

 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, National Association, as general master servicer under theBANK 2021-BNK34 pooling and servicing agreement, pursuant to which the U.S.Steel Tower mortgage loan is serviced, engaged the services of CoreLogicSolutions, LLC and National Tax Search, LLC, in each case as a servicingfunction participant in respect of the U.S. Steel Tower mortgage loan for thereporting period.

 

•  Wells Fargo Bank, National Association, as general master servicer under theBANK 2021-BNK35 pooling and servicing agreement, pursuant to which The Domainmortgage loan is serviced, engaged the services of CoreLogic Solutions, LLC andNational Tax Search, LLC, in each case as a servicing function participant inrespect of The Domain mortgage loan for the reporting period.

 

•  On November 1, 2021, pursuant to the second amended and restated servicingagreement attached hereto as Exhibit 99.8, Computershare Trust Company,National Association was engaged to perform all or virtually all of Wells FargoBank, National Association’s roles as certificate administrator, custodian andtrustee, as applicable, under (i) the pooling and servicing agreement and (ii)each Outside Pooling and Servicing Agreement.

 

 

 

| **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) of RegulationAB, originator contemplated by Item 1110(b) of Regulation AB, or other partycontemplated by Item 1100(d)(1) of Regulation AB, or of which any property ofthe foregoing is the subject, that is material to security holders, other thanas follows:

 

InDecember 2014, Phoenix Light SF Limited and certain related entities and theNational Credit Union Administration (NCUA) filed complaints in the UnitedStates District Court for the Southern District of New York against Wells FargoBank, alleging claims against Wells Fargo Bank in its capacity as trustee for anumber of residential mortgage-backed securities trusts. Complaints raisingsimilar allegations have been filed by Commerzbank AG in the Southern Districtof New York and by IKB International and IKB Deutsche Industriebank in New Yorkstate court. In each case, the plaintiffs allege that Wells Fargo Bank, astrustee, caused losses to investors, and plaintiffs assert causes of actionbased upon, among other things, the trustee’s alleged failure to notify andenforce repurchase obligations of mortgage loan sellers for purported breachesof representations and warranties, notify investors of alleged events ofdefault, and abide by appropriate standards of care following alleged events ofdefault. Wells Fargo Bank previously settled two class action lawsuits withsimilar allegations that were filed in November 2014 and December 2016 byinstitutional investors in the Southern District of New York and New York statecourt, respectively. In addition, Park Royal I LLC and Park Royal II LLC havefiled complaints in New York state court alleging Wells Fargo Bank, N.A., astrustee, failed to take appropriate actions upon learning of defective mortgageloan documentation. In March 2021, the Company entered into an agreement toresolve the case filed by the NCUA.

 

Inaddition to the foregoing cases, in August 2014 and August 2015 Nomura Credit& Capital Inc. (“Nomura”) and Natixis Real Estate Holdings, LLC (“Natixis”)filed a total of seven third-party complaints against Wells Fargo Bank in NewYork state court. In the underlying first-party actions, Nomura and Natixishave been sued for alleged breaches of representations and warranties made inconnection with residential mortgage-backed securities sponsored by them. Inthe third-party actions, Nomura and Natixis allege that Wells Fargo Bank, asmaster servicer, primary servicer or securities administrator, failed to notifyNomura and Natixis of their own breaches, failed to properly oversee theprimary servicers, and failed to adhere to accepted servicing practices.Natixis additionally alleges that Wells Fargo Bank failed to perform defaultoversight duties. Wells Fargo Bank has asserted counterclaims alleging thatNomura and Natixis failed to provide Wells Fargo Bank notice of theirrepresentation and warranty breaches.

 

Withrespect to each of the foregoing litigations, Wells Fargo Bank believesplaintiffs' claims are without merit and intends to contest the claimsvigorously, but there can be no assurances as to the outcome of the litigationsor the possible impact of the litigations on Wells Fargo Bank or the relatedRMBS trusts.

 

**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, (i)Wells Fargo Bank, National Association, the general master servicer under theBANK 2021-BNK35 pooling and servicing agreement, pursuant to which The Domainmortgage loan is serviced, is also the general master servicer under the BANK2021-BNK34 pooling and servicing agreement; (ii) Midland Loan Services, aDivision of PNC Bank, National Association, the master servicer and specialservicer under the Benchmark 2021-B28 pooling and servicing agreement, pursuantto which the Woodbridge Corporate Plaza Leased Fee mortgage loan is serviced,is also the master servicer under the MSC 2021-L6 pooling and servicingagreement; and (iii) Wells Fargo Bank, National Association, the custodianunder the BANK 2021-BNK35 pooling and servicing agreement, pursuant to whichThe Domain mortgage loan is serviced, and the Benchmark 2021-B28 pooling andservicing agreement, pursuant to which the Woodbridge Corporate Plaza LeasedFee mortgage loan is serviced, is also the custodian under the MSC 2021-L6pooling and servicing agreement and the custodian under each Outside Poolingand Servicing Agreement.

 

**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. 

 

**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 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, WellsFargo Bank, 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 wasserviced from 8/11/21 to 12/31/21 (filed as Exhibit 4.3 to the registrant'sCurrent Report on Form 8-K/A filed on February 4, 2022 under SEC File No.333-227446-15 and incorporated by reference 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, National Association,as certificate administrator, Wells Fargo Bank, National Association, astrustee, and Pentalpha Surveillance LLC, as operating advisor and as assetrepresentations reviewer, relating to the Benchmark 2021-B28 securitizationtransaction, pursuant to which the Woodbridge Corporate Plaza Leased FeeMortgage Loan was serviced from 8/19/21 to 12/31/21 (filed as Exhibit 4.4 tothe registrant's Current Report on Form 8-K filed on August 19, 2021 under SECFile No. 333-227446-15 and incorporated by reference herein).

 

(31)) Rule13a-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)

 

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

 

33.6Argentic Services Company LP, as Special Servicer

 

33.7Park Bridge Lender Services LLC, as OperatingAdvisor

 

33.8Wells Fargo Bank, National Association, as MasterServicer under the BANK 2021-BNK34 securitization, pursuant to which the followingmortgage loans were serviced by such party: U.S. Steel Tower (from 7/13/21 to12/31/21)

 

33.9CoreLogic 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 (from7/13/21 to 12/31/21)

 

33.10Wells 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 8/11/21to 12/31/21) (see Exhibit 33.8)

 

33.11CoreLogic 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 8/11/21to 12/31/21) (see Exhibit 33.9)

 

33.12Midland 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 8/19/21 to 12/31/21)(see Exhibit 33.5)

 

33.13Greystone Servicing Company LLC, as SpecialServicer under the BANK 2021-BNK34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: U.S. Steel Tower (from7/13/21 to 12/31/21)

 

33.14KeyBank National Association, as Special Servicerunder the BANK 2021-BNK35 securitization, pursuant to which the followingmortgage loans were serviced by such party: The Domain (from 8/11/21 to12/31/21)

 

33.15Wells Fargo Bank, National Association, asCustodian under the BANK 2021-BNK34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: U.S. Steel Tower (from7/13/21 to 12/31/21) (see Exhibit 33.3)

 

33.16Computershare Trust Company, National Association,as Servicing 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 11/1/21 to 12/31/21) (see Exhibit 33.4)

 

33.17Wells Fargo Bank, National Association, asCustodian under the BANK 2021-BNK35 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: The Domain (from 8/11/21to 12/31/21) (see Exhibit 33.3)

 

33.18Computershare Trust Company, National Association,as Servicing Function Participant under the BANK 2021-BNK35 securitization,pursuant to which the following mortgage loans were serviced by such party: TheDomain (from 11/1/21 to 12/31/21) (see Exhibit 33.4)

 

33.19Wells Fargo Bank, National Association, asCustodian under the Benchmark 2021-B28 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Woodbridge CorporatePlaza Leased Fee (from 8/19/21 to 12/31/21) (see Exhibit 33.3)

 

33.20Computershare 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 11/1/21 to 12/31/21) (see Exhibit33.4)

 

(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)

 

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

 

34.6Argentic Services Company LP, as Special Servicer

 

34.7Park Bridge Lender Services LLC, as OperatingAdvisor

 

34.8Wells 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 (from7/13/21 to 12/31/21)

 

34.9CoreLogic 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 (from7/13/21 to 12/31/21)

 

34.10Wells 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 8/11/21to 12/31/21) (see Exhibit 34.8)

 

34.11CoreLogic 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 8/11/21to 12/31/21) (see Exhibit 34.9)

 

34.12Midland 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 8/19/21 to 12/31/21)(see Exhibit 34.5)

 

34.13Greystone Servicing Company LLC, as SpecialServicer under the BANK 2021-BNK34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: U.S. Steel Tower (from7/13/21 to 12/31/21)

 

34.14KeyBank National Association, as Special Servicerunder the BANK 2021-BNK35 securitization, pursuant to which the followingmortgage loans were serviced by such party: The Domain (from 8/11/21 to12/31/21)

 

34.15Wells Fargo Bank, National Association, asCustodian under the BANK 2021-BNK34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: U.S. Steel Tower (from7/13/21 to 12/31/21) (see Exhibit 34.3)

 

34.16Computershare Trust Company, National Association,as Servicing 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 11/1/21 to 12/31/21) (see Exhibit 34.4)

 

34.17Wells Fargo Bank, National Association, asCustodian under the BANK 2021-BNK35 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: The Domain (from 8/11/21to 12/31/21) (see Exhibit 34.3)

 

34.18Computershare Trust Company, National Association,as Servicing Function Participant under the BANK 2021-BNK35 securitization,pursuant to which the following mortgage loans were serviced by such party: TheDomain (from 11/1/21 to 12/31/21) (see Exhibit 34.4)

 

34.19Wells Fargo Bank, National Association, asCustodian under the Benchmark 2021-B28 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Woodbridge CorporatePlaza Leased Fee (from 8/19/21 to 12/31/21) (see Exhibit 34.3)

 

34.20Computershare Trust Company, National Association,as Servicing 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 11/1/21 to 12/31/21) (see Exhibit34.4)

 

(35). Servicer compliance statement.

 

35.1Wells Fargo Bank, National Association, asCertificate Administrator

 

35.2Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator (from11/1/21 to 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)

 

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

 

35.6Argentic Services Company LP, as Special Servicer

 

35.7Wells 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 (from7/13/21 to 12/31/21)

 

35.8Wells Fargo Bank, National Association, as Master Servicerunder the BANK 2021-BNK35 securitization, pursuant to which the followingmortgage loans were serviced by such party: The Domain (from 8/11/21 to12/31/21) (see Exhibit 35.7)

 

35.9Midland 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 8/19/21 to 12/31/21)(see Exhibit 35.5)

 

35.10Wells Fargo Bank, National Association, asCustodian under the BANK 2021-BNK34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: U.S. Steel Tower (from7/13/21 to 12/31/21) (see Exhibit 35.3)

 

35.11Computershare Trust Company, National Association,as Servicing 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 11/1/21 to 12/31/21) (see Exhibit 35.4)

 

35.12Wells Fargo Bank, National Association, asCustodian under the BANK 2021-BNK35 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: The Domain (from 11/1/21to 12/31/21) (see Exhibit 35.3)

 

35.13Computershare Trust Company, National Association,as Servicing Function Participant under the BANK 2021-BNK35 securitization,pursuant to which the following mortgage loans were serviced by such party: TheDomain (from 11/1/21 to 12/31/21) (see Exhibit 35.4)

 

35.14Wells Fargo Bank, National Association, asCustodian under the Benchmark 2021-B28 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Woodbridge CorporatePlaza Leased Fee (from 8/19/21 to 12/31/21) (see Exhibit 35.3)

 

35.15Computershare Trust Company, National Association,as Servicing 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 11/1/21 to 12/31/21) (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, asnote B-3 holder, Liberty Mutual Fire Insurance Company, as note B-4 holder, TheOhio Casualty Insurance Company, as note B-5 holder, Safeco Insurance Companyof America, as note B-6 holder, and Morgan Stanley Mortgage Capital HoldingsLLC, as initial agent, relating to the U.S. Steel Tower loan combination (filedas Exhibit 99.5 to the registrant's Current Report on Form 8-K filed on July13, 2021 under SEC File No. 333-227446-15 and incorporated by referenceherein).

 

(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 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