**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:333-227446-17**

 

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

 

**Morgan Stanley Capital ITrust 2021-L7**

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

 

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

 

**Morgan Stanley Capital I Inc.**

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

 

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

 

**KeyBank National Association**

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

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

 

**Starwood Mortgage Capital LLC**

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

** Central Index KeyNumber of the sponsor:0000927971**

 

**Bank of Montreal**

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

** **

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

 

**Argentic Real Estate FinanceLLC**

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

 

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

 

**Morgan Stanley MortgageCapital Holdings LLC**

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

 

 

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

**38-4197302**

**38-7274806** |
|---------------------------------------------------------------------|------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**   |

 

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

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

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

 

 

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

 

 

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

 

  NONE.

 

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

 

  Yes___ No X

 

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

 

  Yes___ No X

 

Note- Checking the box above will not relieve any registrant required to filereports pursuant to Section 13 or 15(d) of the Exchange Act from their obligationsunder 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 its auditreport.

 

 Not applicable.

 

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

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

 

Not applicable.

 

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

 

Not applicable.

 

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

 

  Yes___ No X

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

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

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

The MSC 2021-L7 mortgage pool includes the followingmortgage loans, each of which is serviced pursuant to a separate pooling andservicing agreement (each, an “Outside Pooling and Servicing Agreement”):

 

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

 

•   the Helios Plaza mortgage loan, which is servicedpursuant to the BBCMS 2021-C12 pooling and servicing agreement attached heretoas Exhibit 4.3.

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 such delinquentmortgage loans, and has no obligation to collect or disburse funds in respectof the mortgage pool, to administer any of the underlying mortgage loans or toperform any servicing function.  Consequently, the asset representationsreviewer under a pooling and servicing agreement does not participate in theservicing function for purposes of Item 1122 of Regulation AB, 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.

•   Midland Loan Services, a Division of PNC Bank, NationalAssociation is the special servicer under the SOHO2021-SOHO trust and servicing agreement, pursuant to which the One SoHo Squaremortgage loan is serviced. Because MidlandLoan Services, a Division of PNC Bank, National Association is not the MSC 2021-L7 special servicer, is not affiliatedwith any sponsor and services only the One SoHo Square mortgage loan, whichconstitutes more than 5% but less than 10% of the mortgage pool, MidlandLoan Services, a Division of PNC Bank, National Association, as SOHO 2021-SOHO special servicer, constitutes areporting “servicing function participant” for purposes of Item 1122 ofRegulation AB, as specified in the Instruction 3 to Item 1122, but does notconstitute a reporting “servicer” for purposes of Item 1123 of Regulation AB,as specified in the Instruction to Item 1123.

•   U.S. Bank National Associationis the custodian under the SOHO 2021-SOHO trust and servicing agreement,pursuant to which the One SoHo Square mortgage loan is serviced. Because U.S.Bank National Association is not the MSC 2021-L7custodian, is not affiliated with any sponsor and services only the One SoHoSquare mortgage loan, which constitutes more than 5% but less than 10% of themortgage pool, U.S. Bank National Association,as SOHO 2021-SOHO custodian, constitutes a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, but does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

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

 

•   On November 1, 2021, pursuantto the second amended and restated servicing agreement attached hereto asExhibit 99.9, Computershare Trust Company, National Association was engaged toperform all or virtually all of Wells Fargo Bank, National Association’s rolesas certificate administrator, custodian and trustee, as applicable, under thepooling 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.**  | **[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, or otherparty contemplated by Item 1100(d)(1) of Regulation AB, or of which anyproperty of the foregoing is the subject, that is material to security holders,other than as follows:

 

Inthe last several years, U.S. Bank National Association (“U.S. Bank”) and otherlarge financial institutions have been sued in their capacity as trustee orsuccessor trustee for certain residential mortgage backed securities("RMBS") trusts.  The complaints, primarily filed by investorsor investor groups against U.S. Bank and similar institutions, allege thetrustees caused losses to investors as a result of alleged failures by thesponsors, mortgage loan sellers and servicers to comply with the governingagreements for these RMBS trusts.  Plaintiffs generally assert causes ofaction based upon the trustees’ purported failures to enforce repurchaseobligations of mortgage loan sellers for alleged breaches of representationsand warranties, notify securityholders of purported events of default allegedlycaused by breaches of servicing standards by mortgage loan servicers and abideby a heightened standard of care following alleged events of default.  

 

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

 

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

 

U.S.Bank believes that it has performed its obligations as indenture trustee andspecial servicer in good faith and in compliance in all material respects withthe terms of the agreements governing the DSTs (the “Governing Agreements”),and accordingly that the claims against it in the NCMSLT Action are withoutmerit.  

 

U.S.Bank has filed a motion seeking dismissal of the operative complaint in itsentirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6)or, in the alternative, a stay of the case while other prior filed disputesinvolving the DSTs and the Student Loans are litigated.  On November 7,2018, the Court ruled that the case should be stayed in its entirety pendingresolution of the first-filed cases.  On January 21, 2020, the Courtentered an order consolidating for pretrial purposes the NCMSLT Action andthree other lawsuits pending in the Delaware Court of Chancery concerning theDSTs and the Student Loans (the “Consolidated Action”).  U.S. Bank andother parties to the Consolidated Action have briefed and argued motions forjudgment on the pleadings pursuant to Chancery Court Rule 12(c) regardingdisputed issues of contractual interpretation at issue in one or more of thecases comprising the Consolidated Action, including the NCMSLT Action. The Court has not yet ruled on these motions or on U.S. Bank’s dismissal motionin the NCMSLT Action.

 

U.S.Bank intends to continue to defend the NCMSLT Action vigorously.

 

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

 

Theinformation regarding this Item has been provided previously in an annualreport on Form 10-K of the issuing entity or in the prospectus of the issuingentity filed in a 424(b)(2) filing dated October 13, 2021.  

 

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

 

3)Remediation

 

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

 

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

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

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

 

(a) Exhibits.

 

(4.1) Pooling and Servicing Agreement, dated as ofOctober 1, 2021, between Morgan Stanley Capital I Inc., as depositor, KeyBankNational Association, as master servicer and as special servicer, Wells FargoBank, National Association, as certificate administrator and trustee, andPentalpha Surveillance LLC, as operating advisor and asset representationsreviewer (filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K/Afiled on February 4, 2022 under SEC File No. 333-227446-17 and incorporated byreference herein).

 

(4.2) Trust and Servicing Agreement, dated as of July30, 2021, between GS Mortgage Securities Corporation II, as depositor, KeyBankNational Association, as servicer, Midland Loan Services, a Division of PNCBank, National Association, as special servicer, U.S. Bank National Association,as certificate administrator, trustee and Custodian, and Pentalpha SurveillanceLLC, as operating advisor, relating to the SOHO Trust 2021-SOHO securitizationtransaction, pursuant to which the One SoHo Square Mortgage Loan is serviced(filed as Exhibit 4.2 to the registrant's Current Report on Form 8-K filed onOctober 13, 2021 under SEC File No. 333-227446-17 and incorporated by referenceherein).

 

(4.3) Pooling and Servicing Agreement, dated as ofNovember 1, 2021, Barclays Commercial Mortgage Securities LLC, as depositor,KeyBank National Association, as master servicer, LNR Partners, LLC, as specialservicer, Computershare Trust Company, National Association, as certificateadministrator, Wilmington Trust, National Association, as trustee, andPentalpha Surveillance LLC, as operating advisor and as asset representationsreviewer, relating to the BBCMS 2021-C12 securitization transaction, pursuant towhich the Helios Plaza Mortgage Loan is serviced (filed as Exhibit 4.3 to theregistrant's Current Report on Form 8-K filed on December 6, 2021 under SECFile No. 333-227446-17 and incorporated by reference herein).

 

(31)Rule 13a-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 KeyBank National Association, as Master Servicer

 

33.6 KeyBank National Association, as Special Servicer (seeExhibit 33.5)

 

33.7 Pentalpha Surveillance LLC, as Operating Advisor

 

33.8 KeyBank National Association, as Master Servicer underthe SOHO 2021-SOHO securitization, pursuant to which the following mortgageloans were serviced by such party: One SoHo Square (from 1/1/22 to 12/31/22)(see Exhibit 33.5)

 

33.9 KeyBank National Association, as Master Servicer underthe BBCMS 2021-C12 securitization, pursuant to which the following mortgageloans were serviced by such party: Helios Plaza (from 1/1/22 to 12/31/22) (seeExhibit 33.5)

 

33.10 Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the SOHO 2021-SOHOsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: One SoHo Square (from 1/1/22 to 12/31/22)

 

33.11 LNR Partners, LLC, as Special Servicer under theBBCMS 2021-C12 securitization, pursuant to which the following mortgage loanswere serviced by such party: Helios Plaza (from 1/1/22 to 12/31/22)

 

33.12 U.S. Bank National Association, as Custodian underthe SOHO 2021-SOHO securitization, pursuant to which the following mortgageloans were serviced by such party: One SoHo Square (from 1/1/22 to 12/31/22)

 

33.13 Computershare Trust Company, National Association, asCustodian under the BBCMS 2021-C12 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Helios Plaza (from 1/1/22to 12/31/22) (see Exhibit 33.4)

 

(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 KeyBank National Association, as Master Servicer

 

34.6 KeyBank National Association, as Special Servicer (seeExhibit 34.5)

 

34.7 Pentalpha Surveillance LLC, as Operating Advisor

 

34.8 KeyBank National Association, as Master Servicer underthe SOHO 2021-SOHO securitization, pursuant to which the following mortgageloans were serviced by such party: One SoHo Square (from 1/1/22 to 12/31/22)(see Exhibit 34.5)

 

34.9 KeyBank National Association, as Master Servicer underthe BBCMS 2021-C12 securitization, pursuant to which the following mortgageloans were serviced by such party: Helios Plaza (from 1/1/22 to 12/31/22) (seeExhibit 34.5)

 

34.10 Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the SOHO 2021-SOHOsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: One SoHo Square (from 1/1/22 to 12/31/22)

 

34.11 LNR Partners, LLC, as Special Servicer under theBBCMS 2021-C12 securitization, pursuant to which the following mortgage loanswere serviced by such party: Helios Plaza (from 1/1/22 to 12/31/22)

 

34.12 U.S. Bank National Association, as Custodian underthe SOHO 2021-SOHO securitization, pursuant to which the following mortgageloans were serviced by such party: One SoHo Square (from 1/1/22 to 12/31/22)

 

34.13 Computershare Trust Company, National Association, asCustodian under the BBCMS 2021-C12 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Helios Plaza (from 1/1/22to 12/31/22) (see Exhibit 34.4)

 

(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 KeyBank National Association, as Master Servicer

 

35.6 KeyBank National Association, as Special Servicer (seeExhibit 35.5)

 

35.7 KeyBank National Association, as Master Servicer underthe SOHO 2021-SOHO securitization, pursuant to which the following mortgageloans were serviced by such party: One SoHo Square (from 1/1/22 to 12/31/22)(see Exhibit 35.5)

 

35.8 KeyBank National Association, as Master Servicer underthe BBCMS 2021-C12 securitization, pursuant to which the following mortgageloans were serviced by such party: Helios Plaza (from 1/1/22 to 12/31/22) (seeExhibit 35.5)

 

35.9 LNR Partners, LLC, as Special Servicer under the BBCMS2021-C12 securitization, pursuant to which the following mortgage loans wereserviced by such party: Helios Plaza (from 1/1/22 to 12/31/22)

 

35.10 Computershare Trust Company, National Association, asCustodian under the BBCMS 2021-C12 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Helios Plaza (from 1/1/22to 12/31/22) 

 

(99.1) Mortgage Loan Purchase Agreement, datedSeptember 30, 2021, between Morgan Stanley Capital I Inc. and KeyBank NationalAssociation (filed as Exhibit 99.1 to the registrant's Current Report on Form8-K filed on October 13, 2021 under SEC File No. 333-227446-17 and incorporatedby reference herein).

 

(99.2) Mortgage Loan Purchase Agreement, datedSeptember 30, 2021, between Morgan Stanley Capital I Inc. and Starwood MortgageCapital LLC (filed as Exhibit 99.2 to the registrant's Current Report on Form8-K filed on October 13, 2021 under SEC File No. 333-227446-17 and incorporatedby reference herein).

 

(99.3) Mortgage Loan Purchase Agreement, datedSeptember 30, 2021, between Morgan Stanley Capital I Inc. and Bank of Montreal(filed as Exhibit 99.3 to the registrant's Current Report on Form 8-K filed onOctober 13, 2021 under SEC File No. 333-227446-17 and incorporated by referenceherein).

 

(99.4) Mortgage Loan Purchase Agreement, datedSeptember 30, 2021, between Morgan Stanley Capital I Inc. and Argentic RealEstate Finance LLC (filed as Exhibit 99.4 to the registrant's Current Report onForm 8-K filed on October 13, 2021 under SEC File No. 333-227446-17 andincorporated by reference herein).

 

(99.5) Mortgage Loan Purchase Agreement, datedSeptember 30, 2021, between Morgan Stanley Capital I Inc. and Morgan StanleyMortgage Capital Holdings LLC (filed as Exhibit 99.5 to the registrant'sCurrent Report on Form 8-K filed on October 13, 2021 under SEC File No.333-227446-17 and incorporated by reference herein).

 

(99.6) Co-Lender Agreement, dated as of October 12,2021, by and between Bank of Montreal, as initial note A-1 holder, initial noteA-2 holder, initial note A-3 holder and initial note A-4 holder, and BarclaysCapital Real Estate Inc., as initial note A-5 holder, relating to the HeliosPlaza loan combination (filed as Exhibit 99.6 to the registrant's CurrentReport on Form 8-K filed on October 13, 2021 under SEC File No. 333-227446-17and incorporated by reference herein).

 

(99.7) Agreement Between Noteholders, dated as ofSeptember 16, 2021, between KeyBank National Association, as initial note A-1holder, KeyBank National Association, as initial note A-2 holder, KeyBankNational Association, as initial note A-3 holder, and KeyBank NationalAssociation, as initial note A-4 holder, relating to the Superstition Gatewayloan combination (filed as Exhibit 99.7 to the registrant's Current Report onForm 8-K filed on October 13, 2021 under SEC File No. 333-227446-17 andincorporated by reference herein).

 

(99.8) Co-Lender Agreement, dated as of July 30, 2021,between Goldman Sachs Bank USA, as initial note A-1-S holder, initial noteA-1-C-1 – A-1-C-8 holder and initial note B-1 holder, DBR Investments Co.Limited, as initial note A-2-S holder, initial note A-2-C-1 – Note A-2-C-6holder and initial note B-2 holder, and Bank of Montreal, as initial note A-3-Sholder, initial note A-3-C-1 – note A-3-C-3 holder and initial note B-3 holder,relating to the One Soho Square loan combination (filed as Exhibit 99.8 to theregistrant's Current Report on Form 8-K filed on October 13, 2021 under SECFile No. 333-227446-17 and incorporated by reference herein).

 

(99.9) 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. 333-227446-17 and incorporated by reference herein).

 

(b)See (a) above.

 

(c) NotApplicable.

** **

**SIGNATURES**

 

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

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 28, 2023