**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

**x****  ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2021or**

**o**** ****TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-257737-01**

**Central Index Key Number of the issuing entity:0001891818**

**BBCMS Mortgage Trust 2021-C12**

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

** **

**Central Index Key Number of the depositor: 0001541480**

**Barclays Commercial MortgageSecurities LLC**

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

** **

**Central Index Key Number of the sponsor: 0001549574**

**Barclays Capital Real Estate Inc.**

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

** **

**Central Index Key Number of the sponsor: 0001089877**

**KeyBank National Association**

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

** **

**Central Index Key Number of the sponsor: 0000927971**

**Bank of Montreal**

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

** **

**Central Index Key Number of the sponsor: 0001755531**

**Societe Generale FinancialCorporation**

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

** **

**Central Index Key Number of the sponsor: 0001548405**

**Starwood Mortgage Capital LLC**

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

** **

| **New York****(State or other jurisdiction of  incorporation or organization of**

**the issuing entity)** | **38-4205605**

**38-4205606**

**38-7274847**

**(I.R.S. Employer**

**Identification Number)** |
|------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------|

**c/o Computershare Trust Company, National Association**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

**(Address of principal executiveoffices of the issuing entity)**

**21045**

**(Zip Code)**

**Registrant’s telephone number,including area code:**

**(212) 412-4000**

Securities registered pursuant to Section 12(b) of the Act:

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

 

Securities registered pursuant to Section 12(g) of theAct:  None.

Indicate by check mark if the registrant is a well-knownseasoned issuer, as defined in Rule 405 of the Securities Act.  o Yes ⌧No

Indicate by check mark if the registrant is not required tofile reports pursuant to Section 13 or Section 15(d) of the Act.  o Yes ⌧No

Indicate by check mark whether the registrant (1) has filedall reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  ⌧ Yes oNo

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted 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 and postsuch files).

Not applicable.

Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form10-K.   

Not applicable.

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

Non-acceleratedfiler          ⌧  (Do not check ifa smaller reporting company)                          Smaller reporting company                    o

                                                                                                                                                       Emerging growth company                    o

If an emerging growth company, indicate by check mark if theregistrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.  o

Indicate by check mark whether the registrant has filed areport on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report. o

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Act).  o Yes ⌧ No

State the aggregate market value of the voting and non-votingcommon equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked price ofsuch common equity, as of the last business day of the registrant’s mostrecently completed second fiscal quarter.

Not applicable.

Indicate by check mark whether the registrant has filed alldocuments and reports required to be filed by Section 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securitiesunder a plan confirmed by a court.  oYes oNo

Not applicable.

Indicate the number of shares outstanding of each of theregistrant’s classes of common stock, as of the latest practicable date.

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

List hereunder the following documents if incorporated byreference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) intowhich the document is incorporated: (1) Any annual report to security holders;(2) Any proxy or information statement; and (3) Any prospectus filed pursuantto Rule 424(b) or (c) under the Securities Act of 1933. The listed documentsshould be clearly described for identification purposes (e.g., annual report tosecurity holders for fiscal year ended December 24, 1980).

Not applicable.

 

** **

**EXPLANATORY NOTES**

The AMF Portfolio Mortgage Loan, the HeliosPlaza Mortgage Loan, the 1100 & 820 First Street NE Mortgage Loan and theHamilton Commons Mortgage Loan, which constituted approximately 7.8%, 7.3%,6.0% and 2.0%, respectively, of the asset pool of the issuing entity as of itscut-off date, are each an asset of the issuing entity and are each part of aloan combination that includes (a) with respect to the AMF Portfolio MortgageLoan, seven other *pari passu* loans, which are not assets of the issuingentity, (b) with respect to the Helios Plaza Mortgage Loan, two other *paripassu* loans, which are not assets of the issuing entity, (c) with respectto the 1100 & 820 First Street NE Mortgage Loan, six other *pari passu*loans, which are not assets of the issuing entity and (d) with respect to theHamilton Commons Mortgage Loan, one other *pari passu* loan, which is notan asset of the issuing entity. These loan combinations, including the AMFPortfolio Mortgage Loan, the Helios Plaza Mortgage Loan, the 1100 & 820First Street NE Mortgage Loan and the Hamilton Commons Mortgage Loan, are beingserviced and administered pursuant to the Pooling and Servicing Agreement,which is incorporated by reference as Exhibit 4.1 to this Annual Report on Form10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the HQ @ First Mortgage Loan, which constitutedapproximately 3.9% of the asset pool of the issuing entity as of its cut-offdate.  The HQ @ First Mortgage Loan is an asset of the issuing entity andis part of a loan combination that includes the HQ @ First Mortgage Loan, fourother *pari passu* loans and two subordinate companion loans, which arenot assets of the issuing entity. A *pari passu* portion of the loancombination was securitized in the KREST Commercial Mortgage Securities Trust2021-CHIP transaction (the “KREST 2021-CHIP Transaction”). This loancombination, including the HQ @ First Mortgage Loan, is being serviced andadministered pursuant to the trust and servicing agreement for the KREST2021-CHIP Transaction, which is incorporated by reference as Exhibit 4.2 tothis Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the 356-362 E 148th Street Mortgage Loan, whichconstituted approximately 1.3% of the asset pool of the issuing entity as ofits cut-off date.  The 356-362 E 148th Street Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the 356-362E 148th Street Mortgage Loan and one other *pari passu* loan, which is notan asset of the issuing entity. The other *pari passu* portion of the loancombination was securitized in the BBCMS Mortgage Trust 2021-C11 transaction,Commission File Number 333-226850-10 (the “BBCMS 2021-C11 Transaction”).This loan combination, including the 356-362 E 148th Street Mortgage Loan, isbeing serviced and administered pursuant to the pooling and servicing agreementfor the BBCMS 2021-C11 Transaction, which is incorporated by reference asExhibit 4.3 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Superstition Gateway Mortgage Loan, whichconstituted approximately 2.8% of the asset pool of the issuing entity as ofits cut-off date.  The Superstition Gateway Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes theSuperstition Gateway Mortgage Loan and two other *pari passu* loans, whichare not assets of the issuing entity. A *pari passu* portion of the loancombination was securitized in the Morgan Stanley Capital I Trust 2021-L7transaction, Commission File Number 333-227446-17 (the “MSC 2021-L7Transaction”). This loan combination, including the Superstition Gateway MortgageLoan, is being serviced and administered pursuant to the pooling and servicingagreement for the MSC 2021-L7 Transaction, which is incorporated by referenceas Exhibit 4.4 to this Annual Report on Form 10-K.

The master servicer of a poolingand servicing agreement or trust and servicing agreement also functions as theprimary servicer of the related mortgage loans serviced and administeredpursuant to such agreement unless a separate primary servicer is identifiedherein.  If this report does not identify a separate primary servicer, theservicer compliance statement provided by the master servicer under any suchagreement also encompasses its responsibilities as primary servicer of therelated mortgage loan or mortgage loans.

KeyBank National Association isthe master servicer of the mortgage loans serviced under the Pooling andServicing Agreement and the primary servicer and special servicer of the HQ @First Mortgage Loan and the Superstition Gateway Mortgage Loan. As a result,KeyBank National Association is a “servicer” as defined in Item 1108(a)(2)(iii)of Regulation AB, in the capacities described above, because it is servicingmortgage loans that constituted 10% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria, accountants’ attestation reports and servicer compliance statementsdelivered by KeyBank National Association in the capacities described above arelisted in the Exhibit Index.

Pentalpha Surveillance LLC is theoperating advisor of the mortgage loans serviced under the Pooling andServicing Agreement, the HQ @ First Mortgage Loan and the Superstition GatewayMortgage Loan.  As a result, Pentalpha Surveillance LLC is a servicingfunction participant in the capacities described above, because it is servicingmortgage loans that constituted 5% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria and accountants’ attestation reports delivered by PentalphaSurveillance LLC in the capacities described above are listed in the ExhibitIndex.

Wells Fargo Bank, NationalAssociation is the primary servicer of the 356-362 E 148th Street MortgageLoan, which when combined with its other capacities described in the succeedingparagraph, means that Wells Fargo Bank, National Association is a servicing function participant with respect to 5% or more of the assetsof the issuing entity as of its cut-off date. The assessment of compliance withapplicable servicing criteria and accountants' attestation report delivered byWells Fargo Bank, National Association in such capacity is listed in theExhibit Index.

Wells Fargo Bank, NationalAssociation is the custodian of the HQ @ First Mortgage Loan, the SuperstitionGateway Mortgage Loan and the 356-362 E 148th Street Mortgage Loan.  As aresult, Wells Fargo Bank, National Association is a servicing functionparticipant in the capacities described above, because it is servicing mortgageloans that constituted 5% or more of the assets of the issuing entity as of itscut-off date. The assessments of compliance with applicable servicing criteriaand accountants’ attestation reports delivered by Wells Fargo Bank, NationalAssociation in the capacities described above are listed in the Exhibit Index.

Wilmington Trust, NationalAssociation acts as trustee of  the mortgage loans serviced under thePooling and Servicing Agreement and the 356-362 E 148th Street MortgageLoan.  Pursuant to the Pooling and Servicing Agreement and the pooling andservicing agreement for the BBCMS 2021-C11 Transaction, the trustee is requiredto provide an assessment of compliance with applicable servicing criteriasolely with respect to Item 1122(d)(2)(iii) of Regulation AB (regardingadvances of funds or guarantees regarding collections, cash flows ordistributions, and any interest or other fees charged for such advances, aremade, reviewed and approved as specified in the transaction agreements).However, during the reporting period, the trustee did not perform any servicingfunction with respect to the servicing criteria specified in Item1122(d)(2)(iii) of Regulation AB.  The master servicer or the specialservicer, to the extent required, performed the servicing function identifiedwith respect to Item 1122(d)(2)(iii) of Regulation AB, and each such partyincluded Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliancewith applicable servicing criteria and accountant’s attestation report for thesubject transaction.  As a result, this Annual Report on Form 10-K doesnot include an assessment of compliance with applicable servicing criteria ofthe trustee. One or more other servicers of  the mortgage loans servicedunder the Pooling and Servicing Agreement and the 356-362 E 148th StreetMortgage Loan have delivered one or more assessments of compliance with respectto Item 1122(d)(2)(iii) of Regulation AB.

Wells Fargo Bank, NationalAssociation acts as trustee of the HQ @ First Mortgage Loan and theSuperstition Gateway Mortgage Loan.  Pursuant to the trust and servicingagreement for the KREST 2021-CHIP Transaction and the pooling and servicingagreement for the MSC 2021-L7 Transaction, the trustee is required to providean assessment of compliance with applicable servicing criteria solely withrespect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances of fundsor guarantees regarding collections, cash flows or distributions, and anyinterest or other fees charged for such advances, are made, reviewed andapproved as specified in the transaction agreements). However, during thereporting period, the trustee did not perform any servicing function withrespect to the servicing criteria specified in Item 1122(d)(2)(iii) ofRegulation AB.  The master servicer or the special servicer, to the extentrequired, performed the servicing function identified with respect to Item1122(d)(2)(iii) of Regulation AB, and each such party included Item1122(d)(2)(iii) of Regulation AB in the assessment of compliance withapplicable servicing criteria and accountant’s attestation report for thesubject transaction.  As a result, this Annual Report on Form 10-K doesnot include an assessment of compliance with applicable servicing criteria ofthe trustee. One or more other servicers of the HQ @ First Mortgage Loan andthe Superstition Gateway Mortgage Loan have delivered one or more assessmentsof compliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Solutions, LLC.  Thisentity was engaged by the primary servicer of the 356-362 E 148th StreetMortgage Loan to remit tax payments received from the escrow accounts ofborrowers to local taxing authorities, to report tax amounts due, to verify taxparcel information, and to verify non-escrow tax payments. These servicingfunctions are included within the servicing criteria set forth in Items1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB.  Therefore, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this vendoris a “servicer” for the purposes of Item 1122 of Regulation AB.  *See*Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

This Annual Report on Form 10-Kincludes an assessment of compliance with applicable servicing criteria,accountants’ attestation report and servicer compliance statement fromComputershare Trust Company, National Association (“CTCNA”).  CTCNAwas engaged by Wells Fargo Bank, National Association (“Wells Fargo”),in its capacity as certificate administrator and custodian, to perform certainspecified servicing functions identified in the assessment of compliance withapplicable servicing criteria and accountants’ attestation reports.  WellsFargo engaged CTCNA in connection with the sale of Wells Fargo’s corporatetrust services business to CTCNA and its affiliates.  Further, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this partyis a “servicer” for the purposes of Item 1123 of Regulation AB.  See Complianceand Disclosure Interpretations, Section 301.01 (Item 1101(j)).

Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements of the certificateadministrator of the HQ @ First Mortgage Loan, the 356-362 E 148th StreetMortgage Loan and the Superstition Gateway Mortgage Loan are omitted from thisAnnual Report on Form 10-K as the certificate administrator pursuant to therelated pooling and servicing agreement or trust and servicing agreement doesnot perform any activities that address servicing criteria with respect to theissuing entity and because they are each not a “servicer” that meets thecriteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

With respect to the *pari passu*loan combinations that include the HQ @ First Mortgage Loan, the 356-362 E148th Street Mortgage Loan and the Superstition Gateway Mortgage Loan, (i) thereports on assessment of compliance with servicing criteria and attestationreports on assessment of compliance with servicing criteria of SCP Servicing,LLC as special servicer of the 356-362 E 148th Street Mortgage Loan and ParkBridge Lender Services LLC as operating advisor of the 356-362 E 148th StreetMortgage Loan, listed on the Exhibit Index are omitted from this Annual Reporton Form 10-K as they are not required to be included on this Annual Report onForm 10-K per Instruction 3 to Item 1122 of Regulation AB because they areparties performing activities that address servicing criteria relating to 5% orless of the assets of the issuing entity; and (ii) the servicer compliancestatements of Wells Fargo Bank, National Association as primary servicer of the356-362 E 148th Street Mortgage Loan and SCP Servicing, LLC as special servicerof the 356-362 E 148th Street Mortgage Loan, listed on the Exhibit Index areomitted from this Annual Report on Form 10-K as they are not required by Item1123 of Regulation AB to be included on this Annual Report on Form 10-K becausethey are each an unaffiliated party that is not a “servicer” that meets thecriteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

**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.**

Not applicable.

**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 ofFinancial Condition and Results of Operations.**

Omitted.

**Item 7A.  Quantitative and Qualitative DisclosuresAbout Market Risk.**

Omitted.

**Item 8.  Financial Statements and Supplementary Data.**

Omitted.

**Item 9.  Changes in and Disagreements WithAccountants 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 CorporateGovernance.**

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

**Item 12.  Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters.**

Omitted.

**Item 13.  Certain Relationships and RelatedTransactions, and Director Independence.**

Omitted.

**Item 14.  Principal Accounting Fees and Services.**

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

**Item 1112(b) of Regulation AB, Significant ObligorFinancial Information.**

No single obligor represents 10% or more of the pool assetsheld by the issuing entity. 

 

**Item 1114(b)(2) of Regulation AB, Significant EnhancementProvider Financial Information.**

No entity or group of affiliated entities provides any external credit enhancementor other support for the certificates within this transaction as describedunder Item 1114(a) of Regulation AB.

**Item 1115(b) of Regulation AB, Certain DerivativesInstruments (Financial Information).**

No entity or group of affiliated entities provides anyderivative instruments or other support for the certificates within thistransaction as described under Item 1115 of Regulation AB.

**Item 1117 of Regulation AB, Legal Proceedings.**

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties, and thefollowing, with respect to Wells Fargo Bank, National Association, as trustee,as certificate administrator and as custodian.

 

In December 2014, Phoenix LightSF Limited and certain related entities and the National Credit UnionAdministration (NCUA) filed complaints in the United States District Court forthe Southern District of New York against Wells Fargo Bank, alleging claimsagainst Wells Fargo Bank in its capacity as trustee for a number of residentialmortgage-backed securities trusts. Complaints raising similar allegations havebeen filed by Commerzbank AG in the Southern District of New York and by IKBInternational and IKB Deutsche Industriebank in New York state court. In eachcase, the plaintiffs allege that Wells Fargo Bank, 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. Wells FargoBank previously settled two class action lawsuits with similar allegations thatwere filed in November 2014 and December 2016 by institutional investors in theSouthern District of New York and New York state court, respectively. In addition,Park Royal I LLC and Park Royal II LLC have filed complaints in New York statecourt alleging Wells Fargo Bank, N.A., as trustee, failed to take appropriateactions upon learning of defective mortgage loan documentation. In March 2021,the Company entered into an agreement to resolve the case filed by the NCUA.

 

In addition to the foregoingcases, in August 2014 and August 2015 Nomura Credit & Capital Inc. (“Nomura”)and Natixis Real Estate Holdings, LLC (“Natixis”) filed a total of seventhird-party complaints against Wells Fargo Bank in New York state court. In theunderlying first-party actions, Nomura and Natixis have been sued for allegedbreaches of representations and warranties made in connection with residentialmortgage-backed securities sponsored by them. In the third-party actions,Nomura and Natixis allege that Wells Fargo Bank, as master servicer, primaryservicer or securities administrator, failed to notify Nomura and Natixis oftheir own breaches, failed to properly oversee the primary servicers, andfailed to adhere to accepted servicing practices. Natixis additionally allegesthat Wells Fargo Bank failed to perform default oversight duties. Wells FargoBank has asserted counterclaims alleging that Nomura and Natixis failed toprovide Wells Fargo Bank notice of their representation and warranty breaches.

 

With respect to each of the foregoing litigations, WellsFargo Bank believes plaintiffs' claims are without merit and intends to contestthe claims vigorously, but there can be no assurances as to the outcome of thelitigations or the possible impact of the litigations on Wells Fargo Bank orthe related RMBS trusts.

**Item 1119 of Regulation AB, Affiliations and CertainRelationships and Related Transactions.**

The information regarding this Item has been previouslyprovided in the prospectus of the Registrant relating to the issuing entityfiled on November 30, 2021 pursuant to Rule 424(b)(2).

**Item 1122 of Regulation AB, Compliance with ApplicableServicing Criteria.**

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the mortgage loans are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AAto the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1to this Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the transaction responsible for eachapplicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the HQ @ First Mortgage Loan, whichis being serviced and administered pursuant to the trust and servicingagreement for the KREST 2021-CHIP Transaction, are attached hereto under Item15 to this Annual Report on Form 10-K. Attached as Exhibit L to the trust andservicing agreement for the KREST 2021-CHIP Transaction incorporated byreference as Exhibit 4.2 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the KREST2021-CHIP Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the 356-362 E 148th Street MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the BBCMS 2021-C11 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to thepooling and servicing agreement for the BBCMS 2021-C11 Transaction incorporatedby reference as Exhibit 4.3 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the BBCMS2021-C11 Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Superstition Gateway MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the MSC 2021-L7 Transaction, are attached hereto underItem 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to thepooling and servicing agreement for the MSC 2021-L7 Transaction incorporated byreference as Exhibit 4.4 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the MSC2021-L7 Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

**Item 1123 of Regulation AB, Servicer Compliance Statement.**

The servicer compliance statements are attached as Exhibitsto this Annual Report on Form 10-K.

**PART IV**

**Item 15. Exhibits, Financial Statement Schedules**

(a) The following is a list of documents filed as part ofthis Annual Report on Form 10-K:

(1) Not applicable

(2) Not applicable

(3) See below

 

4.1          Poolingand Servicing Agreement, dated as of November 1, 2021, between BarclaysCommercial Mortgage Securities LLC, as Depositor, KeyBank National Association,as Master Servicer, LNR Partners, LLC, as Special Servicer, Computershare TrustCompany, National Association, as Certificate Administrator, Wilmington Trust,National Association, as Trustee, and Pentalpha Surveillance LLC, as OperatingAdvisor and as Asset Representations Reviewer (filed as Exhibit 4.1 to theregistrant’s Current Report on Form 8-K/A filed on December 17, 2021 underCommission File No. 333-257737-01 and incorporated by reference herein).

4.2          Trustand Servicing Agreement, dated as of August 24, 2021, between J.P. Morgan ChaseCommercial Mortgage Securities Corp., as Depositor, KeyBank NationalAssociation, as Servicer and as Special Servicer, Wells Fargo Bank, NationalAssociation, as Certificate Administrator and as Trustee, and PentalphaSurveillance LLC, as Operating Advisor (filed as Exhibit 4.2 to theregistrant’s Current Report on Form 8-K filed on November 30, 2021 underCommission File No. 333-257737-01 and incorporated by reference herein). 

4.3          Poolingand Servicing Agreement, dated as of September 1, 2021, among BarclaysCommercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, NationalAssociation, as Master Servicer, SCP Servicing, LLC, as Special Servicer, WellsFargo Bank, National Association, as Certificate Administrator, WilmingtonTrust, National Association, as Trustee, and Park Bridge Lender Services LLC,as Operating Advisor and as Asset Representations Reviewer (filed as Exhibit4.4 to the registrant’s Current Report on Form 8-K filed on November 30, 2021under Commission File No. 333-257737-01 and incorporated by reference herein).

4.4          Poolingand Servicing Agreement, dated as of October 1, 2021, between Morgan StanleyCapital I Inc., as Depositor, KeyBank National Association, as Master Servicerand Special Servicer, Wells Fargo Bank, National Association, as CertificateAdministrator and Trustee, and Pentalpha Surveillance LLC, as Operating Advisorand Asset Representations Reviewer (filed as Exhibit 4.1 to the registrant’sCurrent Report on Form 8-K/A filed on February 23, 2022 under Commission FileNo. 333-257737-01 and incorporated by reference herein).

4.5          Co-LenderAgreement, dated as of October 29, 2021, by and between Bank of Montreal, asInitial Note A-1 Holder, Bank of Montreal, as Initial Note A-2 Holder,Bankof Montreal, as Initial Note A-4 Holder, Bank of Montreal, as Initial Note A-6Holder, Bank of Montreal, as Initial Note A-8 Holder, and Bank of Montreal, asInitial Note A-10 Holder, and Starwood Mortgage Capital LLC, as Initial NoteA-3 Holder, Starwood Mortgage Capital LLC, as Initial Note A-5 Holder, StarwoodMortgage Capital LLC, as Initial Note A-7 Holder, andStarwoodMortgage Capital LLC, as Initial Note A-9 Holder (filed as Exhibit 4.5 to theregistrant’s Current Report on Form 8-K filed on November 30, 2021 underCommission File No. 333-257737-01 and incorporated by reference herein).

4.6          Co-LenderAgreement, dated as of October 12, 2021, by and between Bank of Montreal, asInitial Note A-1 Holder, Bank of Montreal, as Initial Note A-2 Holder, Bank ofMontreal, as Initial Note A-3 Holder, and Bank of Montreal, as Initial Note A-4Holder, and Barclays Capital Real Estate Inc., as Initial Note A-5 Holder(filed as Exhibit 4.6 to the registrant’s Current Report on Form 8-K filed onNovember 30, 2021 under Commission File No. 333-257737-01 and incorporated byreference herein).

4.7          AgreementBetween Note Holders, dated as of September 30, 2021, by and between BarclaysBank PLC, as Initial Note A-1 Holder, Barclays Bank PLC, as Initial Note A-2Holder, Barclays Bank PLC, as Initial Note A-3 Holder, Citi Real Estate FundingInc., as Initial Note A-4 Holder, Citi Real Estate Funding Inc., as InitialNote A-5 Holder, Barclays Bank PLC, as Initial Note A-6 Holder, and BarclaysBank PLC, as Initial Note A-7 Holder (filed as Exhibit 4.7 to the registrant’sCurrent Report on Form 8-K filed on November 30, 2021 under Commission File No.333-257737-01 and incorporated by reference herein).

4.8          Co-LenderAgreement, dated as of August 24, 2021, by and between JPMorgan Chase Bank,National Association, as Initial Note A-1-S Holder, Initial Note A-1-C1 Holder,Initial Note A-1-C2 Holder and Initial Note B-1-S Holder, and Barclays CapitalReal Estate Inc., as Initial Note A-2-S Holder, Initial Note A-2-C1 Holder,Initial Note A-2-C2 Holder and Initial Note B-2-S Holder (filed as Exhibit 4.8to the registrant’s Current Report on Form 8-K filed on November 30, 2021 underCommission File No. 333-257737-01 and incorporated by reference herein).

4.9          AgreementBetween Noteholders, dated as of September 16, 2021, by and among KeyBankNational Association, as Initial Note A-1 Holder, KeyBank National Association,as Initial Note A-2 Holder, KeyBank National Association, as Initial Note A-3Holder, and KeyBank National Association, as Initial Note A-4 Holder (filed asExhibit 4.9 to the registrant’s Current Report on Form 8-K filed on November30, 2021 under Commission File No. 333-257737-01 and incorporated by referenceherein).

4.10        AgreementBetween Note Holders, dated as of November 30, 2021, by and among Societe GeneraleFinancial Corporation, as Initial Note A-1 Holder, and Societe GeneraleFinancial Corporation, as Initial Note A-2 Holder (filed as Exhibit 4.10 to theregistrant’s Current Report on Form 8-K filed on November 30, 2021 underCommission File No. 333-257737-01 and incorporated by reference herein).

4.11        AgreementBetween Note Holders, dated as of September 10, 2021, by and between Barclays capitalReal Estate Inc., as Initial Note A-1 Holder, and Barclays Capital Real EstateInc., as Initial Note A-2 Holder (filed as Exhibit 4.11 to the registrant’sCurrent Report on Form 8-K filed on November 30, 2021 under Commission File No.333-257737-01 and incorporated by reference herein).

 

31           Rule 13a-14(d)/15d-14(d) Certifications.

33           Reports on assessment of compliance with servicing criteria for asset-backedsecurities.

33.1        KeyBank National Association, as Master Servicer

33.2        LNR Partners, LLC, as Special Servicer

33.3        Wilmington Trust, National Association, as Trustee (Omitted. See ExplanatoryNotes.)

33.4        Computershare Trust Company, National Association,as Certificate Administrator

33.5        Computershare Trust Company, National Association,as Custodian

33.6        Pentalpha Surveillance LLC, as Operating Advisor

33.7        KeyBank National Association, as Primary Servicerof the AMF Portfolio Mortgage Loan (see Exhibit 33.1)

33.8        LNR Partners, LLC, as Special Servicer of the AMFPortfolio Mortgage Loan (see Exhibit 33.2)

33.9        Wilmington Trust, National Association, as Trustee of the AMF PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

33.10      Computershare Trust Company, National Association,as Custodian of the AMF Portfolio Mortgage Loan (see Exhibit 33.5)

33.11      Pentalpha Surveillance LLC, as Operating Advisor ofthe AMF Portfolio Mortgage Loan (see Exhibit 33.6)

33.12      KeyBank National Association, as Primary Servicerof the Helios Plaza Mortgage Loan (see Exhibit 33.1)

33.13      LNR Partners, LLC, as Special Servicer of theHelios Plaza Mortgage Loan (see Exhibit 33.2)

33.14      Wilmington Trust, National Association, as Trustee of the Helios Plaza MortgageLoan (Omitted. See Explanatory Notes.)

33.15      Computershare Trust Company, National Association,as Custodian of the Helios Plaza Mortgage Loan (see Exhibit 33.5)

33.16      Pentalpha Surveillance LLC, as Operating Advisor ofthe Helios Plaza Mortgage Loan (see Exhibit 33.6)

33.17      KeyBank National Association, as Primary Servicerof the 1100 & 820 First Street NE Mortgage Loan (see Exhibit 33.1)

33.18      LNR Partners, LLC, as Special Servicer of the 1100& 820 First Street NE Mortgage Loan (see Exhibit 33.2)

33.19      Wilmington Trust, National Association, as Trustee of the 1100 & 820 FirstStreet NE Mortgage Loan (Omitted. See Explanatory Notes.)

33.20      Computershare Trust Company, National Association,as Custodian of the 1100 & 820 First Street NE Mortgage Loan (see Exhibit33.5)

33.21      Pentalpha Surveillance LLC, as Operating Advisor ofthe 1100 & 820 First Street NE Mortgage Loan (see Exhibit 33.6)

33.22      KeyBank National Association, as Primary Servicerof the Hamilton Commons Mortgage Loan (see Exhibit 33.1)

33.23      LNR Partners, LLC, as Special Servicer of theHamilton Commons Mortgage Loan (see Exhibit 33.2)

33.24      Wilmington Trust, National Association, as Trustee of the Hamilton CommonsMortgage Loan (Omitted. See Explanatory Notes.)

33.25      Computershare Trust Company, National Association,as Custodian of the Hamilton Commons Mortgage Loan (see Exhibit 33.5)

33.26      Pentalpha Surveillance LLC, as Operating Advisor ofthe Hamilton Commons Mortgage Loan (see Exhibit 33.6)

33.27      KeyBank National Association, as Primary Servicerof the HQ @ First Mortgage Loan (see Exhibit 33.1)

33.28      KeyBank National Association, as Special Servicerof the HQ @ First Mortgage Loan (see Exhibit 33.1)

33.29      Wells Fargo Bank, National Association, as Trustee of the HQ @ First MortgageLoan (Omitted. See Explanatory Notes.)

33.30      Wells Fargo Bank, National Association, asCustodian of the HQ @ First Mortgage Loan

33.31      Pentalpha Surveillance LLC, as Operating Advisor ofthe HQ @ First Mortgage Loan (see Exhibit 33.6)

33.32      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian of the HQ @ First MortgageLoan on and after November 1, 2021 (see Exhibit 33.5)

33.33      Wells Fargo Bank, National Association, as PrimaryServicer of the 356-362 E 148th Street Mortgage Loan

33.34      SCP Servicing, LLC, as Special Servicer of the 356-362 E 148th Street MortgageLoan (Omitted. See Explanatory Notes.)

33.35      Wilmington Trust, National Association, as Trustee of the 356-362 E 148thStreet Mortgage Loan (Omitted. See Explanatory Notes.)

33.36      Wells Fargo Bank, National Association, asCustodian of the 356-362 E 148th Street Mortgage Loan (see Exhibit 33.30)

33.37      Park Bridge Lender Services LLC, as Operating Advisor of the 356-362 E 148thStreet Mortgage Loan (Omitted. See Explanatory Notes.)

33.38      CoreLogic Solutions, LLC, as Servicing Function Participantof the 356-362 E 148th Street Mortgage Loan

33.39      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian of the 356-362 E 148thStreet Mortgage Loan on and after November 1, 2021 (see Exhibit 33.5)

33.40      KeyBank National Association, as Primary Servicerof the Superstition Gateway Mortgage Loan (see Exhibit 33.1)

33.41      KeyBank National Association, as Special Servicerof the Superstition Gateway Mortgage Loan (see Exhibit 33.1)

33.42      Wells Fargo Bank, National Association, as Trustee of the Superstition GatewayMortgage Loan (Omitted. See Explanatory Notes.)

33.43      Wells Fargo Bank, National Association, asCustodian of the Superstition Gateway Mortgage Loan (see Exhibit 33.30)

33.44      Pentalpha Surveillance LLC, as Operating Advisor ofthe Superstition Gateway Mortgage Loan (see Exhibit 33.6)

33.45      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian of the Superstition GatewayMortgage Loan on and after November 1, 2021 (see Exhibit 33.5)

34           Attestationreports on assessment of compliance with servicing criteria for asset-backedsecurities.

34.1        KeyBank National Association, as Master Servicer

34.2        LNR Partners, LLC, as Special Servicer

34.3        Wilmington Trust, National Association, as Trustee (Omitted. See ExplanatoryNotes.)

34.4        Computershare Trust Company, National Association,as Certificate Administrator

34.5        Computershare Trust Company, National Association,as Custodian

34.6        Pentalpha Surveillance LLC, as Operating Advisor

34.7        KeyBank National Association, as Primary Servicerof the AMF Portfolio Mortgage Loan (see Exhibit 34.1)

34.8        LNR Partners, LLC, as Special Servicer of the AMFPortfolio Mortgage Loan (see Exhibit 34.2)

34.9        Wilmington Trust, National Association, as Trustee of the AMF PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

34.10      Computershare Trust Company, National Association,as Custodian of the AMF Portfolio Mortgage Loan (see Exhibit 34.5)

34.11      Pentalpha Surveillance LLC, as Operating Advisor ofthe AMF Portfolio Mortgage Loan (see Exhibit 34.6)

34.12      KeyBank National Association, as Primary Servicerof the Helios Plaza Mortgage Loan (see Exhibit 34.1)

34.13      LNR Partners, LLC, as Special Servicer of theHelios Plaza Mortgage Loan (see Exhibit 34.2)

34.14      Wilmington Trust, National Association, as Trustee of the Helios Plaza MortgageLoan (Omitted. See Explanatory Notes.)

34.15      Computershare Trust Company, National Association,as Custodian of the Helios Plaza Mortgage Loan (see Exhibit 34.5)

34.16      Pentalpha Surveillance LLC, as Operating Advisor ofthe Helios Plaza Mortgage Loan (see Exhibit 34.6)

34.17      KeyBank National Association, as Primary Servicerof the 1100 & 820 First Street NE Mortgage Loan (see Exhibit 34.1)

34.18      LNR Partners, LLC, as Special Servicer of the 1100& 820 First Street NE Mortgage Loan (see Exhibit 34.2)

34.19      Wilmington Trust, National Association, as Trustee of the 1100 & 820 FirstStreet NE Mortgage Loan (Omitted. See Explanatory Notes.)

34.20      Computershare Trust Company, National Association,as Custodian of the 1100 & 820 First Street NE Mortgage Loan (see Exhibit34.5)

34.21      Pentalpha Surveillance LLC, as Operating Advisor ofthe 1100 & 820 First Street NE Mortgage Loan (see Exhibit 34.6)

34.22      KeyBank National Association, as Primary Servicerof the Hamilton Commons Mortgage Loan (see Exhibit 34.1)

34.23      LNR Partners, LLC, as Special Servicer of theHamilton Commons Mortgage Loan (see Exhibit 34.2)

34.24      Wilmington Trust, National Association, as Trustee of the Hamilton CommonsMortgage Loan (Omitted. See Explanatory Notes.)

34.25      Computershare Trust Company, National Association,as Custodian of the Hamilton Commons Mortgage Loan (see Exhibit 34.5)

34.26      Pentalpha Surveillance LLC, as Operating Advisor ofthe Hamilton Commons Mortgage Loan (see Exhibit 34.6)

34.27      KeyBank National Association, as Primary Servicerof the HQ @ First Mortgage Loan (see Exhibit 34.1)

34.28      KeyBank National Association, as Special Servicerof the HQ @ First Mortgage Loan (see Exhibit 34.1)

34.29      Wells Fargo Bank, National Association, as Trustee of the HQ @ First MortgageLoan (Omitted. See Explanatory Notes.)

34.30      Wells Fargo Bank, National Association, asCustodian of the HQ @ First Mortgage Loan

34.31      Pentalpha Surveillance LLC, as Operating Advisor ofthe HQ @ First Mortgage Loan (see Exhibit 34.6)

34.32      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian of the HQ @ First MortgageLoan on and after November 1, 2021 (see Exhibit 34.5)

34.33      Wells Fargo Bank, National Association, as PrimaryServicer of the 356-362 E 148th Street Mortgage Loan

34.34      SCP Servicing, LLC, as Special Servicer of the 356-362 E 148th Street MortgageLoan (Omitted. See Explanatory Notes.)

34.35      Wilmington Trust, National Association, as Trustee of the 356-362 E 148thStreet Mortgage Loan (Omitted. See Explanatory Notes.)

34.36      Wells Fargo Bank, National Association, asCustodian of the 356-362 E 148th Street Mortgage Loan (see Exhibit 34.30)

34.37      Park Bridge Lender Services LLC, as Operating Advisor of the 356-362 E 148thStreet Mortgage Loan (Omitted. See Explanatory Notes.)

34.38      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 356-362 E 148th Street Mortgage Loan

34.39      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian of the 356-362 E 148thStreet Mortgage Loan on and after November 1, 2021 (see Exhibit 34.5)

34.40      KeyBank National Association, as Primary Servicerof the Superstition Gateway Mortgage Loan (see Exhibit 34.1)

34.41      KeyBank National Association, as Special Servicerof the Superstition Gateway Mortgage Loan (see Exhibit 34.1)

34.42      Wells Fargo Bank, National Association, as Trustee of the Superstition GatewayMortgage Loan (Omitted. See Explanatory Notes.)

34.43      Wells Fargo Bank, National Association, asCustodian of the Superstition Gateway Mortgage Loan (see Exhibit 34.30)

34.44      Pentalpha Surveillance LLC, as Operating Advisor ofthe Superstition Gateway Mortgage Loan (see Exhibit 34.6)

34.45      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian of the Superstition GatewayMortgage Loan on and after November 1, 2021 (see Exhibit 34.5)

35           Servicer compliance statements.

35.1        KeyBank National Association, as Master Servicer

35.2        LNR Partners, LLC, as Special Servicer

35.3        Computershare Trust Company, National Association,as Certificate Administrator

35.4        KeyBank National Association, as Primary Servicerof the AMF Portfolio Mortgage Loan (see Exhibit 35.1)

35.5        LNR Partners, LLC, as Special Servicer of the AMFPortfolio Mortgage Loan (see Exhibit 35.2)

35.6        KeyBank National Association, as Primary Servicer ofthe Helios Plaza Mortgage Loan (see Exhibit 35.1)

35.7        LNR Partners, LLC, as Special Servicer of theHelios Plaza Mortgage Loan (see Exhibit 35.2)

35.8        KeyBank National Association, as Primary Servicerof the 1100 & 820 First Street NE Mortgage Loan (see Exhibit 35.1)

35.9        LNR Partners, LLC, as Special Servicer of the 1100& 820 First Street NE Mortgage Loan (see Exhibit 35.2)

35.10      KeyBank National Association, as Primary Servicerof the Hamilton Commons Mortgage Loan (see Exhibit 35.1)

35.11      LNR Partners, LLC, as Special Servicer of theHamilton Commons Mortgage Loan (see Exhibit 35.2)

35.12      KeyBank National Association, as Primary Servicerof the HQ @ First Mortgage Loan (see Exhibit 35.1)

35.13      KeyBank National Association, as Special Servicerof the HQ @ First Mortgage Loan (see Exhibit 35.1)

35.14      Wells Fargo Bank, National Association, as Primary Servicer of the 356-362 E148th Street Mortgage Loan (Omitted. See Explanatory Notes.) 

35.15      SCP Servicing, LLC, as Special Servicer of the 356-362 E 148th Street MortgageLoan (Omitted. See Explanatory Notes.)

35.16      KeyBank National Association, as Primary Servicerof the Superstition Gateway Mortgage Loan (see Exhibit 35.1)

35.17      KeyBank National Association, as Special Servicerof the Superstition Gateway Mortgage Loan (see Exhibit 35.1)

99.1        MortgageLoan Purchase Agreement, dated as of November 30, 2021, among Barclays CapitalReal Estate Inc., Barclays Capital Holdings Inc. and Barclays CommercialMortgage Securities LLC (filed as Exhibit 99.1 to the registrant’s Current Reporton Form 8-K filed on November 30, 2021 under Commission File No. 333-257737-01and incorporated by reference herein).

99.2        MortgageLoan Purchase Agreement, dated as of November 30, 2021, between KeyBankNational Association and Barclays Commercial Mortgage Securities LLC (filed asExhibit 99.5 to the registrant’s Current Report on Form 8-K filed on November30, 2021 under Commission File No. 333-257737-01 and incorporated by referenceherein).

99.3        MortgageLoan Purchase Agreement, dated as of November 30, 2021, between Bank of Montrealand Barclays Commercial Mortgage Securities LLC (filed as Exhibit 99.4 to theregistrant’s Current Report on Form 8-K filed on November 30, 2021 underCommission File No. 333-257737-01 and incorporated by reference herein).

99.4        MortgageLoan Purchase Agreement, dated as of November 30, 2021, among Societe GeneraleFinancial Corporation, Société Générale and Barclays Commercial MortgageSecurities LLC (filed as Exhibit 99.2 to the registrant’s Current Report onForm 8-K filed on November 30, 2021 under Commission File No. 333-257737-01 andincorporated by reference herein).

99.5        MortgageLoan Purchase Agreement, dated as of November 30, 2021, between StarwoodMortgage Capital LLC and Barclays Commercial Mortgage Securities LLC (filed asExhibit 99.3 to the registrant’s Current Report on Form 8-K filed on November30, 2021 under Commission File No. 333-257737-01 and incorporated by referenceherein).

 (b)  The exhibits required to be filed by theRegistrant pursuant to Item 601 of Regulation S-K are listed above.

(c)    Not Applicable.

 

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

Barclays Commercial MortgageSecurities LLC(Depositor)

/s/ DanielVinson

DanielVinson, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 14, 2022