**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, 2023OR**

**//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 Computershare Trust Company, National Association,as agent for**

**Wells Fargo Bank, National Association**

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(667) 786‐1992**

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 file reportspursuant 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 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**

 

TheMSC 2021-L7 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 One SoHo Square mortgage loan, which is serviced pursuant to the SOHO2021-SOHO trust and servicing agreement 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.

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 theregistrant that it has not made any such contingent advances during thereporting period, and consequently, each such trustee does not participate inthe servicing function for purposes of Item 1122 of Regulation AB, nor does itperform the functions of a servicer for purposes of the definition of“servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 ofRegulation 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 Servicing Agreementneither participates in the servicing function for purposes of Item 1122 ofRegulation AB nor performs the functions of a servicer for purposes of thedefinition of “servicer” under Item 1101 of Regulation AB or for purposes ofItem 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 functionsof a servicer for purposes of Item 1123 of Regulation AB. 

 

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

•  Midland Loan Services, a Division of PNC Bank, National Association was, untilMay 14, 2023, the special servicer under the SOHO 2021-SOHO trust and servicingagreement, pursuant to which the One SoHo Square mortgage loan is serviced. Because Midland Loan Services, a Division of PNC Bank,National Association is not the MSC 2021-L7 special servicer, is not affiliatedwith any sponsor and serviced only the One SoHo Square mortgage loan, whichconstitutes more than 5% but less than 10% of the mortgage pool, Midland LoanServices, a Division of PNC Bank, National Association, as SOHO 2021-SOHOspecial 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.

 

•  K-Star Asset Management LLC is the current special servicer underthe SOHO 2021-SOHO trust and servicing agreement, pursuant to which the OneSoHo Square mortgage loan is serviced. On May 15, 2023, Midland Loan Services,a Division of PNC Bank, National Association, was replaced as special servicerunder the SOHO 2021-SOHO pooling and servicing agreement and was succeeded byK-Star Asset Management LLC. Because K-Star Asset Management LLC is not the MSC2021-L7 special servicer, is not affiliated with any sponsor and services onlythe One SoHo Square mortgage loan, which constitutes more than 5% but less than10% of the mortgage pool, K-Star Asset Management LLC, as SOHO 2021-SOHOspecial 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.

•   U.S. Bank National Association is the custodianunder the SOHO 2021-SOHO trust and servicing agreement, pursuant to which theOne SoHo Square mortgage loan is serviced. Because U.S. Bank NationalAssociation is not the MSC 2021-L7 custodian, is not affiliated with anysponsor and services only the One SoHo Square mortgage loan, which constitutesmore than 5% but less than 10% of the mortgage 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.

 

Inaddition, each of the following parties engaged the services of certain servicingfunction participants and sub-servicers for the reporting period, as set forthbelow:

 

•  On November 1, 2021, pursuant to the second amended and restated servicingagreement attached hereto as Exhibit 99.9, Computershare Trust Company, NationalAssociation was engaged to perform all or virtually all of Wells Fargo Bank,National Association’s roles as certificate administrator, custodian andtrustee, as applicable, under the pooling and servicing agreement.

 

 

 

| **PART I**   |                            |
|-------------------|---------------------------------|
|              |                            |
| **Item 1.**  | **Business.**                   |
|              | Omitted.                        |
| **Item 1A.** | **Risk Factors.**          |
|              | Omitted.                        |
| **Item 1B.** | **Unresolved Staff  Comments.** |
|              | None.                           |
| **Item 1C.** | **Cybersecurity.**              |
|              | Omitted.                        |
| **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.**

 

No entityor group of affiliated entities provides any enhancement or other support forthe 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, IKB International and IKBDeutsche Industriebank (together, IKB) in New York state court, and Park RoyalI LLC and Park Royal II LLC 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 each appealed the district court’s decision to the United StatesCourt of Appeals for the Second Circuit. Phoenix Light dismissed its appeal inMay 2023, terminating its case. In November 2023, Wells Fargo Bank, N.A.entered into an agreement with IKB to resolve IKB’s claims. Wells Fargo Bank,N.A. previously settled two class actions filed by institutional investors andan action filed by the National Credit Union Administration with similarallegations.

 

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

 

U.S.Bank denies liability and believes that it has performed its obligations underthe RMBS trusts in good faith, that its actions were not the cause of losses toinvestors, that it has meritorious defenses, and it has contested and intendsto continue contesting the plaintiffs’ claims vigorously. However, U.S. Bankcannot assure you as to the outcome of any of the litigation, or the possibleimpact 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 trustee andsuccessor special servicer, and three other institutions in their respectivetransaction capacities, with respect to the DSTs and the Student Loans. Thislawsuit is captioned The National Collegiate Student Loan Master Trust I, etal. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del.Ch.) (the “NCMSLT Action”). The complaint, as amended on June 15, 2018, allegedthat the DSTs have been harmed as a result of purported misconduct or omissionsby the defendants concerning administration of the trusts and special servicingof the Student Loans. Since the filing of the NCMSLT Action, certain StudentLoan borrowers have made assertions against U.S. Bank concerning specialservicing that appear to be based on certain allegations made on behalf of theDSTs in the NCMSLT Action.

 

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

 

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

 

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

 

Theinformation regarding this Item has been provided previously in an annualreport on Form 10-K of the issuing entity or in the prospectus of the issuingentity filed in a 424(b)(2) filing dated October 13, 2021. In addition, K-StarAsset Management LLC is an affiliate of KKR Real Estate Stabilized CreditPartners L.P., the controlling class representative and third party purchaserwith respect to the SOHO 2021-SOHO securitization.

 

**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 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 NationalAssociation, as certificate administrator, trustee and Custodian, and PentalphaSurveillance LLC, as operating advisor, relating to the SOHO Trust 2021-SOHOsecuritization transaction, pursuant to which the One SoHo Square Mortgage Loanis serviced (filed as Exhibit 4.2 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).

 

(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, pursuantto which the Helios Plaza Mortgage Loan is serviced (filed as Exhibit 4.3 tothe registrant'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 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

 

33.3Wells Fargo Bank, National Association, asCustodian

 

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

 

33.5KeyBank National Association, as Master Servicer

 

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

 

33.7Pentalpha Surveillance LLC, as Operating Advisor

 

33.8KeyBank National Association, as Master Servicerunder the SOHO 2021-SOHO securitization, pursuant to which the followingmortgage loans were serviced by such party: One SoHo Square (from 1/1/23 to12/31/23) (see Exhibit 33.5)

 

33.9KeyBank National Association, as Master Servicerunder the BBCMS 2021-C12 securitization, pursuant to which the followingmortgage loans were serviced by such party: Helios Plaza (from 1/1/23 to12/31/23) (see Exhibit 33.5)

 

33.10K-Star Asset Management LLC, as Special Servicerunder the SOHO 2021-SOHO securitization, pursuant to which the followingmortgage loans were serviced by such party: One SoHo Square (from 5/15/23 to12/31/23)

 

33.11Midland 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 1/1/23 to 5/14/23)

 

33.12LNR Partners, LLC, as Special Servicer under theBBCMS 2021-C12 securitization, pursuant to which the following mortgage loanswere serviced by such party: Helios Plaza (from 1/1/23 to 12/31/23)

 

33.13U.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 1/1/23 to 12/31/23)

 

33.14Computershare Trust Company, National Association,as Custodian under the BBCMS 2021-C12 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Helios Plaza (from 1/1/23to 12/31/23) (see Exhibit 33.4)

 

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

 

34.1Wells Fargo Bank, National Association, asCertificate Administrator

 

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

 

34.3Wells Fargo Bank, National Association, asCustodian

 

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

 

34.5KeyBank National Association, as Master Servicer

 

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

 

34.7Pentalpha Surveillance LLC, as Operating Advisor

 

34.8KeyBank National Association, as Master Servicerunder the SOHO 2021-SOHO securitization, pursuant to which the followingmortgage loans were serviced by such party: One SoHo Square (from 1/1/23 to12/31/23) (see Exhibit 34.5)

 

34.9KeyBank National Association, as Master Servicerunder the BBCMS 2021-C12 securitization, pursuant to which the followingmortgage loans were serviced by such party: Helios Plaza (from 1/1/23 to12/31/23) (see Exhibit 34.5)

 

34.10K-Star Asset Management LLC, as Special Servicerunder the SOHO 2021-SOHO securitization, pursuant to which the followingmortgage loans were serviced by such party: One SoHo Square (from 5/15/23 to12/31/23)

 

34.11Midland 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 1/1/23 to 5/14/23)

 

34.12LNR Partners, LLC, as Special Servicer under theBBCMS 2021-C12 securitization, pursuant to which the following mortgage loanswere serviced by such party: Helios Plaza (from 1/1/23 to 12/31/23)

 

34.13U.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 1/1/23 to 12/31/23)

 

34.14Computershare Trust Company, National Association,as Custodian under the BBCMS 2021-C12 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Helios Plaza (from 1/1/23to 12/31/23) (see Exhibit 34.4)

 

(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

 

35.3Wells Fargo Bank, National Association, asCustodian

 

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

 

35.5KeyBank National Association, as Master Servicer

 

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

 

35.7KeyBank National Association, as Master Servicerunder the SOHO 2021-SOHO securitization, pursuant to which the followingmortgage loans were serviced by such party: One SoHo Square (from 1/1/23 to12/31/23) (see Exhibit 35.5)

 

35.8KeyBank National Association, as Master Servicerunder the BBCMS 2021-C12 securitization, pursuant to which the following mortgageloans were serviced by such party: Helios Plaza (from 1/1/23 to 12/31/23) (seeExhibit 35.5)

 

35.9LNR Partners, LLC, as Special Servicer under theBBCMS 2021-C12 securitization, pursuant to which the following mortgage loanswere serviced by such party: Helios Plaza (from 1/1/23 to 12/31/23)

 

35.10Computershare Trust Company, National Association,as Custodian under the BBCMS 2021-C12 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Helios Plaza (from 1/1/23to 12/31/23) 

 

(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 of September16, 2021, between KeyBank National Association, as initial note A-1 holder,KeyBank National Association, as initial note A-2 holder, KeyBank NationalAssociation, as initial note A-3 holder, and KeyBank National Association, asinitial note A-4 holder, relating to the Superstition Gateway loan combination(filed as Exhibit 99.7 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).

 

(99.8) 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 29, 2024