UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

SECURITIESFORM AND EXCHANGE COMMISSION8-K

Washington,CURRENT D.C.REPORT 20549Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~FORM~~November ~~8-K~~1, 2021Date of Report (Date of Earliest Event Reported)

~~CURRENT~~Central ~~REPORT~~Index Key Number of the issuing entity: 0001528503 Morgan Stanley Capital I Trust 2011-C3(Exact name of issuing entity)

~~Pursuant~~Central toIndex ~~Section~~Key 13Number orof 15the registrant: 0001547361 Morgan Stanley Capital I Inc.(d)Exact name of ~~the~~registrant ~~Securities~~as ~~Exchange~~specified ~~Act~~in ofits ~~1934~~charter)

~~Date~~Central Index Key Number of ~~report~~the sponsor: 0001541557 Morgan Stanley Mortgage Capital Holdings LLC(~~Date~~Exact name of ~~earliest~~sponsor ~~event~~as ~~reported): October~~specified ~~11,~~in ~~2011~~its charter)

~~Morgan~~Central ~~Stanley~~Index ~~Capital~~Key INumber ~~Trust~~of ~~2011-C3~~the sponsor: 0001102113 Bank of America, National Association(Exact name of sponsor as specified in its charter)

(Exact name of issuing entity)

New York		333-167764-01		38-3851381 38-3851382 38-3851383 38-7003238
(State or other jurisdiction of incorporation of issuing entity)		(Commission File Number of issuing entity)		(I.R.S. Employer Identification Numbers)

~~Morgan~~c/o ~~Stanley~~Computershare ~~Capital~~Trust ICompany, ~~Inc~~N.A., as agent for Wells Fargo Bank, National Association 9062 Old Annapolis RoadColumbia, MD 21045 (Address of principal executive offices of the issuing entity)

(~~Exact~~212) ~~name~~761-4000Registrant's Telephone ofnumber, ~~registrant~~including asarea ~~specified~~code ~~in its charter)~~

~~Morgan~~Former ~~Stanley~~name ~~Mortgage~~or ~~Capital~~former ~~Holdings~~address, ~~LLC~~if changed since last report: Not Applicable

~~Bank~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~America,~~the ~~National~~registrant ~~Association~~under any of the following provisions:

~~(Exact~~☐ Written ~~names~~communications ofpursuant ~~sponsors~~to asRule 425 ~~specified~~under inthe ~~their~~Securities ~~charters~~Act (17 CFR 230.425)

Delaware	333-167764-01	13-3291626
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1585 Broadway	New York, New York	10036
(Address of Principal Executive Offices)		(Zip Code)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Registrant's~~☐ Pre-commencement ~~telephone~~communications ~~number,~~pursuant to ~~including~~Rule ~~area~~14d-2(b) ~~code:~~under the Exchange Act(~~212)~~17 ~~761~~CFR 240.14d-~~4000~~2(b))

~~Not~~☐ Pre-commencement ~~applicable~~communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c))

~~(Former~~Securities ~~name~~registered orpursuant ~~former~~to ~~address,~~Section if12(b) ~~changed~~of ~~since~~the ~~last report.)~~Act:

~~Check~~Title ~~the~~of ~~appropriate~~each ~~box~~class ~~below~~Trading ifSymbol(s) ~~the~~Name ~~Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~each ~~registrant~~exchange ~~under~~on ~~any~~which ~~following provisions:~~registered

oIndicate ~~Written~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~425~~405 ~~under~~of the Securities Act ~~(17~~of ~~CFR~~1933 (§230.~~425~~405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

o☐ Emerging ~~Soliciting~~growth ~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~company

o☐ If ~~Pre-commencement~~an ~~communications~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised Financial accounting standards provided pursuant to ~~Rule~~Section ~~14d-2~~13(ba) ~~under~~of the Exchange Act ~~(17 CFR 240~~.~~14d-2(b))~~

oItem ~~Pre-commencement~~1.01 ~~communications~~Entry ~~pursuant~~into toa ~~Rule~~Material ~~13e-4(c)~~Definitive ~~under the Exchange Act (17 CFR 240~~Agreement.~~13e-4(c))~~

~~Item 8.01. OTHER EVENTS~~Background

On ~~October~~March 523, ~~2011~~2021, ~~Morgan~~Wells ~~Stanley~~Fargo ~~Capital~~Bank, ~~I Inc~~N.A. (~~the~~ “~~Registrant~~Wells Fargo Bank”) ~~caused~~and ~~the~~Wells ~~issuance,~~Fargo ~~pursuant~~Delaware toTrust aCompany, ~~Pooling~~N.A. (“WFDTC”, and ~~Servicing~~collectively ~~Agreement,~~with ~~attached~~Wells ~~hereto~~Fargo asBank, ~~Exhibit~~“Wells ~~4.1~~Fargo”) ~~and~~entered ~~dated~~into asa ofdefinitive ~~October~~agreement 1,with ~~2011~~Computershare ~~(the~~Trust ~~“Pooling~~Company, ~~and~~National ~~Servicing~~Association ~~Agreement~~(“CTCNA”), ~~between~~Computershare ~~the~~Delaware ~~Registrant,~~Trust asCompany ~~depositor~~(“CDTC”, ~~Wells~~and collectively ~~Fargo~~with ~~Bank~~CTCNA, ~~National~~“Computershare”) ~~Association,~~and asComputershare ~~master~~Limited (“CPU ~~servicer,~~Ltd”) ~~custodian,~~to ~~certificate~~sell ~~administrator~~substantially ~~and~~all ~~authenticating~~of ~~agent,~~their ~~Midland~~Corporate ~~Loan~~Trust Services, (“CTS”) abusiness. ~~Division~~Effective as of ~~PNC~~November ~~Bank~~1, ~~National~~2021 ~~Association~~(the “Closing Date”), asthe ~~special~~sale ~~servicer~~closed, ~~TriMont~~and ~~Real~~virtually ~~Estate~~all ~~Advisors,~~CTS ~~Inc.~~employees of Wells Fargo, asalong ~~trust~~with ~~advisor~~most existing CTS systems, technology, and Uoffices, transferred to Computershare.S. ~~Bank~~On ~~National~~the ~~Association~~Closing Date, asfor ~~trustee,~~some of ~~Morgan~~the ~~Stanley~~transactions ~~Capital~~in IWells ~~Trust~~Fargo’s ~~2011-C3~~CTS ~~Commercial~~business, ~~Mortgage~~Wells ~~Pass-Through~~Fargo ~~Certificates,~~transferred ~~Series~~its ~~2011-C3~~roles (and the ~~“Certificates”). The~~ ~~Class~~duties, ~~A-1~~rights, ~~Class~~and ~~A-2,~~liabilities ~~Class~~with ~~A-3~~such ~~and~~roles ~~Class~~under ~~A-4~~the ~~Certificates~~relevant transaction ~~(collectively,~~agreements (the “~~Publicly Offered Certificates~~Roles”) ~~were sold~~ to ~~Morgan~~CTCNA ~~Stanley~~or ~~& Co~~CDTC. For ~~LLC~~other ~~and~~transactions ~~Merrill~~in ~~Lynch,~~Wells Fargo’s ~~Pierce~~CTS business, ~~Fenner~~Wells &Fargo ~~Smith~~intends ~~Incorporated,~~to astransfer ~~underwriters~~its ~~(collectively,~~Roles in ~~such~~stages ~~capacities,~~after the ~~“Underwriters”),~~Closing ~~pursuant~~Date. The tospecific andate ~~Underwriting~~of ~~Agreement~~transfer ~~dated~~of asRoles offor ~~September~~any ~~14,~~such ~~2011,~~transaction ~~between~~in ~~the~~Wells ~~Registrant~~Fargo’s ~~and~~CTS ~~the~~business ~~Underwriters~~is not known at this time.

On ~~October~~March 523, ~~2011~~2021, ~~the~~Wells ~~Class~~Fargo ~~X-A~~Bank, ~~Class X-B~~WFDTC, ~~Class A-J~~CTCNA, ~~Class B~~CDTC, ~~Class~~and C,CPU ~~Class~~Ltd D,entered ~~Class~~into E,a ~~Class~~Servicing FAgreement, ~~Class~~which G,was ~~Class~~amended H and restated ~~Class~~as Rof ~~Certificates~~October 31, 2021 (~~collectively~~as amended, the “~~Privately~~Servicing ~~Offered Certificates~~Agreement”). For ~~were~~those ~~sold~~transactions toin ~~Morgan~~Wells ~~Stanley~~Fargo’s &CTS ~~Co.~~business ~~LLC~~where ~~and~~one ~~Merrill~~or ~~Lynch,~~more ~~Pierce,~~of ~~Fenner~~its &Roles ~~Smith~~did ~~Incorporated,~~not astransfer ~~initial~~to ~~purchasers~~CTCNA ~~(collectively,~~or inCDTC ~~such~~on ~~capacities,~~ the Closing Date (the “~~Initial~~Non-Transferred ~~Purchasers~~Role(s) Transactions”), ~~pursuant~~CTCNA toor aCDTC ~~Certificate~~will ~~Purchase~~perform ~~Agreement~~all ~~dated~~or asvirtually all of such ~~September~~Roles ~~14,~~on ~~2011,~~behalf ~~between~~of Wells Fargo as its agent pursuant to the ~~Registrant~~Servicing Agreement. Any duties and responsibilities not performed by CTCNA or CDTC as agent pursuant to the ~~Initial~~Servicing ~~Purchasers~~Agreement will continue to be performed by Wells Fargo Bank. The ~~Privately~~Servicing ~~Offered~~Agreement ~~Certificates~~became ~~were~~effective ~~sold~~on inthe ~~transactions~~Closing ~~exempt~~Date ~~from~~for ~~registration~~Non-Transferred ~~under~~Role(s) Transactions. Certain terms of the ~~Securities~~Servicing ~~Act~~Agreement ofare ~~1933,~~summarized asunder ~~amended~~Item 6.02.

~~The Certificates represent, in the aggregate, the entire beneficial ownership in~~ Morgan Stanley Capital I Trust 2011-C3, a common law trust fund formed on October 5, 2011 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets are sixty-three (63) fixed rate mortgage loans (the “Mortgage Loans”) secured by first liens on seventy-six (76) multifamily and commercial properties. Certain of the Mortgage Loans were acquired by the Registrant from Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.1 and dated as of September 14, 2011, between the Registrant and MSMCH, and certain of the Mortgage Loans were acquired by the Registrant from Bank of America, National Association (“BANA”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.2 and dated as of September 14, 2011, between the Registrant and BANA. Bank of America, National Association will act as primary servicer of the Mortgage Loans sold by BANA to the Registrant, pursuant to the Primary Servicing Agreement, attached hereto as Exhibit 99.3 and dated as of October 1, 2011, between Wells Fargo Bank, National Association, as master servicer, and Bank of America, National Association, as primary servicer. The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Registrant from Morgan Stanley Mortgage Capital Holdings LLC and Bank of America, National Association.

~~Item~~The 9Morgan Stanley Capital I Trust 2011-C3 is currently a Non-Transferred Role(s) Transaction.01 As of the Closing Date and pursuant to the Servicing Agreement, CTCNA will perform all or virtually all of Wells Fargo Bank’s roles as certificate administrator and custodian under the pooling and servicing agreement governing the Morgan Stanley Capital I Trust 2011-C3 (the “MSC 2011-C3 PSA”) as agent for Wells Fargo Bank, provided that pursuant to the MSC 2011-C3 PSA, the appointment of CTCNA as agent to Wells Fargo Bank does not relieve Wells Fargo Bank of responsibility for its duties and obligations under the MSC 2011-C3 PSA. Any ~~FINANCIAL~~duties ~~STATEMENTS~~and ~~AND~~responsibilities ~~EXHIBITS~~not performed by CTCNA as agent pursuant to the Servicing Agreement will continue to be performed by Wells Fargo Bank. The Servicing Agreement became effective on the Closing Date for the Morgan Stanley Capital I Trust 2011-C3 and is attached hereto as Exhibit 99.1.

~~(d) Exhibits:~~Item 6.02 Change of Servicer or Trustee.

4.1 Pooling and Servicing Agreement, dated as of October 1, 2011, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, custodian, certificate administrator and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, TriMont Real Estate Advisors, Inc., as trust advisor, and U.S. Bank National Association, as trustee.Background

~~99.1~~See ~~Mortgage~~the ~~Loan~~“Background” ~~Purchase~~section ~~Agreement,~~in ~~dated~~Item ~~as of September 14, 2011, between Morgan Stanley Capital I Inc~~1. ~~and Morgan Stanley Mortgage Capital Holdings LLC~~01.

~~99.2 Mortgage Loan Purchase Agreement, dated as of September 14, 2011, between~~ Morgan Stanley Capital I ~~Inc.~~Trust ~~and Bank of America, National Association.~~2011-C3

~~99.3~~See ~~Primary~~the ~~Servicing~~“Morgan ~~Agreement,~~Stanley ~~dated~~Capital asI ofTrust ~~October 1,~~ 2011,-C3” ~~between~~section ~~Wells~~in ~~Fargo~~Item ~~Bank, National Association, as master servicer, and Bank of America, National Association, as primary servicer~~1.01.

2Reg AB Disclosure for Computershare Trust Company, National Association

~~SIGNATURES~~ Reg AB Item 1108 Disclosure

~~Pursuant~~As toof November 1, 2021, CTCNA is acting as agent for the ~~requirements~~certificate ofadministrator and custodian under the ~~Securities~~MSC ~~Exchange~~2011-C3 PSA. ~~Act~~CTCNA is a national banking association and a wholly-owned subsidiary of ~~1934~~CPU Ltd, ~~the~~an ~~registrant~~Australian financial services company with approximately $5.251 billion (USD) in assets as of June 30, 2021. CPU Ltd and its affiliates have been engaging in financial service activities, including stock transfer related services, since 1997, and corporate trust related services since 2000. CTCNA provides corporate trust, custody, securities transfer, cash management, investment management and other financial and fiduciary services, and has ~~duly~~been ~~caused~~engaged ~~this~~in ~~report~~providing tofinancial beservices, ~~signed~~including oncorporate trust services, since 2000. The transaction parties may maintain commercial relationships with CTCNA and its ~~behalf~~affiliates. CTCNA maintains bycorporate ~~the~~trust ~~undersigned~~offices ~~hereunto~~at ~~duly~~9062 ~~authorized~~Old Annapolis Road, Columbia, Maryland 21045-1951 (among other locations), and its office for correspondence related to certificate transfer services is located at 600 South 4th Street, 7th Floor, Minneapolis, Minnesota 55415.

For the Morgan Stanley Capital I ~~Inc.~~Trust ~~By:~~2011-C3 /and any other transaction where Wells Fargo Bank’s/ ~~Cynthia~~roles ~~Eckes~~did ~~Name:~~not transfer ~~Cynthia~~to ~~Eckes~~CTCNA ~~Title:~~or ~~Vice~~CDTC ~~President~~on November 1, 2021, CTCNA or CDTC performs all or virtually all of Wells Fargo Bank’s obligations as its agent as of such date pursuant to the Servicing Agreement. Certain terms of the Servicing Agreement are summarized below.

~~Date: October~~As 11agent for the certificate administrator, CTCNA is responsible for securities administration under the terms of the MSC 2011-C3 PSA, which includes pool performance calculations, distribution calculations, and the preparation of monthly distribution reports. As agent for the certificate administrator, CTCNA is responsible for the preparation and filing of all REMIC tax returns on behalf of the trust REMICs and, to the extent required under the MSC 2011-C3 PSA, the preparation of monthly reports on Form 10-D, certain current reports on Form 8-K, and annual reports on Form 10-K that are required to be filed with the Securities and Exchange Commission on behalf of the Morgan Stanley Capital I Trust 2011-C3. With its acquisition of the CTS business from Wells Fargo Bank on November 1, 2021, CTCNA acquired a business that has been engaged in the business of securities administration since June 30, 1995. As of November 1, 2021, when it acquired the CTS business from Wells Fargo Bank, CTCNA was acting as agent for the certificate administrator on approximately 1,102 commercial mortgage-backed securities transactions with an aggregate outstanding principal balance of more than $622 billion (USD).

3Any accounts that the certificate administrator is required to establish and maintain pursuant to the MSC 2011-C3 PSA are currently maintained at Wells Fargo Bank. Any change in location of such accounts by CTCNA will be done so in accordance with the terms of the MSC 2011-C3 PSA, including any applicable eligibility criteria set forth in the MSC 2011-C3 PSA.

~~EXHIBIT~~ As ~~INDEX~~of November 1, 2021, CTCNA is acting as agent for the custodian of the mortgage loan files under the MSC 2011-C3 PSA. In that capacity, CTCNA is responsible to hold and safeguard the mortgage notes and other contents of the mortgage files on behalf of the trustee and the certificateholders. CTCNA maintains each mortgage loan file in a separate file folder marked with a unique bar code to assure loan-level file integrity and to assist in inventory management. Files are segregated by transaction or investor. With its acquisition of the CTS business from Wells Fargo Bank on November 1, 2021, CTCNA acquired a business that has been engaged in the mortgage document custody business for more than 25 years. As of November 1, 2021, when it acquired the CTS business from Wells Fargo Bank, CTCNA was acting primarily as agent for the custodian, but in some cases as custodian, for approximately 320,000 commercial mortgage loan files.

~~Exhibit~~CTCNA, ~~Number~~through ~~Description~~the CTS business acquired from Wells Fargo Bank, serves or may have served within the past two years as loan file custodian or the agent of the loan file custodian for various mortgage loans owned by the mortgage loan seller(s) or an affiliate of the mortgage loan seller(s). The terms of any custodial agreement under which those services are provided are customary for the mortgage-backed securitization industry and provide for the delivery, receipt, review, and safekeeping of mortgage loan files.

~~4.1~~For ~~Pooling~~two ~~and~~CMBS ~~Servicing Agreement~~transactions, ~~dated~~Wells asFargo Bank disclosed transaction-level noncompliance on its 2020 Annual Statement of Compliance ~~October~~furnished 1,pursuant ~~2011~~to Item 1123 of Regulation AB related to its CMBS bond administration function (each, ~~between~~a ~~Morgan~~“Subject ~~Stanley~~2020 ~~Capital~~Wells IFargo ~~Inc~~CTS CMBS Annual Statement of Compliance”)., Each asSubject ~~depositor,~~2020 Wells Fargo ~~Bank,~~CTS ~~National~~CMBS ~~Association,~~Annual asStatement ~~master~~of ~~servicer,~~Compliance ~~custodian,~~stated ~~certificate~~that ~~administrator~~an ~~and~~administrative ~~authenticating~~error ~~agent,~~resulted ~~Midland~~in ~~Loan~~a ~~Services~~payment error to certain classes for one distribution period, aand ~~Division~~that the affected distributions were revised to correct the error before the next distribution date. Each Subject 2020 Wells Fargo CTS CMBS Annual Statement of ~~PNC~~Compliance also stated that Wells Fargo Bank, ~~National~~has incorporated ~~Association,~~additional aspayment ~~special~~control ~~servicer,~~procedures ~~TriMont~~in ~~Real~~an ~~Estate~~effort ~~Advisors,~~to ~~Inc~~prevent further similar payment errors., The astransaction-level ~~trust~~noncompliance ~~advisor,~~disclosed ~~and~~on ~~U.S.~~each Subject 2020 Wells Fargo CTS CMBS Annual Statement of Compliance occurred prior to the sale by Wells Fargo Bank ~~National~~of ~~Association,~~the asCTS ~~trustee~~business to Computershare.

~~99.1~~Summary ~~Mortgage~~of ~~Loan~~the ~~Purchase~~Servicing Agreement, ~~dated~~per asItem 1108(c)(1) of ~~September~~Reg ~~14, 2011, between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC.~~AB

~~99.2~~The ~~Mortgage~~summary ~~Loan~~below ~~Purchase~~is ~~Agreement,~~not ~~dated~~intended asto ofsummarize ~~September~~all ~~14,~~the ~~2011,~~terms ~~between~~of ~~Morgan~~the ~~Stanley Capital I Inc~~Servicing Agreement. Interested ~~and~~parties ~~Bank~~should ofreview ~~America,~~the ~~National~~entire ~~Association~~Servicing Agreement.

~~99.3~~In ~~Primary~~this summary of the Servicing Agreement, ~~dated~~the as“Applicable ofComputershare ~~October~~Entity” 1means CTCNA or CDTC, ~~2011~~as applicable, ~~between~~and the “Applicable Wells Fargo ~~Bank,~~Entity” ~~National~~means ~~Association,~~Wells asFargo ~~master~~Bank ~~servicer~~or WFDTC, ~~and~~as ~~Bank~~applicable. Such ofterms ~~America,~~are ~~National~~not ~~Association,~~used asin ~~primary~~the ~~servicer~~Servicing Agreement.

Effectiveness. The Servicing Agreement was effective 4 as of the Closing Date, November 1, 2021.

Certain Defined Terms in the Servicing Agreement. Under section 2.1 of the Servicing Agreement,

(a) “Appointment” generally refers to the appointment of the Applicable Wells Fargo Entity to act in a Corporate Trust Capacity under any of the Corporate Trust Contracts of the corporate trust business,

(b) “Corporate Trust Contracts” generally refer to the corporate trust contracts for the Appointments,

(c) “Corporate Trust Capacity” generally refers to the Applicable Wells Fargo Entity’s roles under a Corporate Trust Contract,

(d) “Excluded Appointments” and “Restricted Appointments,” and together, “Serviced Appointments,” generally describe those Appointments for which the Applicable Wells Fargo Entity has not transferred all of its roles, and the rights, interests, obligations and duties associated with such roles, to the Applicable Computershare Entity, and the Applicable Computershare Entity is performing the duties related to the Applicable Wells Fargo Entity’s Corporate Trust Capacities in such Appointments as its agent pursuant to the Servicing Agreement,

(e) “Serviced Duties” generally refers to the duties and obligations of the Applicable Wells Fargo Entity in certain Corporate Trust Capacities under the Serviced Appointments that are performed by the Applicable Computershare Entity pursuant to the Servicing Agreement,

(f) a “Serviced Corporate Trust Contract” is generally a Corporate Trust Contract for which the Applicable Computershare Entity is performing the Serviced Duties related to the Applicable Wells Fargo Entity’s Corporate Trust Capacities pursuant to the Servicing Agreement, and

(g) “Retained Duties” generally refers to the duties of the Applicable Wells Fargo Entity in certain Corporate Trust Capacities under a Corporate Trust Contract that are not performed by the Applicable Computershare Entity as part of its Serviced Duties.

See section 2.1 of the Servicing Agreement for the full definitions of the terms described above and all the other defined terms used in the Servicing Agreement.

General Duties of the Applicable Computershare Entity. The Servicing Agreement obligates the Applicable Computershare Entity to, to the fullest extent permitted by applicable law and the applicable Corporate Trust Contract, supervise, manage, administer, and otherwise discharge Wells Fargo Bank’s Serviced Duties under a Serviced Corporate Trust Contract. Under the Servicing Agreement, the Applicable Wells Fargo Entities agreed to deliver necessary legal powers of attorney and to take other actions necessary to enable the Applicable Computershare Entity to perform the Applicable Wells Fargo Entity’s Serviced Duties and exercise its rights under the Serviced Corporate Trust Contract. The Applicable Computershare Entity is authorized to take “Specified Actions” which generally means any action (including any determination to take no action) with respect to a Serviced Appointment, requiring or permitting the exercise of judgment in connection with decisions between or among alternative courses of action. As a general matter, any such action or inaction may be taken by the Applicable Computershare Entity only if the Applicable Wells Fargo Entity would be authorized to take (or omit to take) such action under the applicable Serviced Corporate Trust Contract.

See section 3 of the Servicing Agreement for more detail.

Duties Retained by the Applicable Wells Fargo Entity. Under the Servicing Agreement, the Applicable Computershare Entity will not perform the Retained Duties, which will be retained and performed by the Applicable Wells Fargo Entity. Under the definition thereof, Retained Duties generally include the Applicable Wells Fargo Entity’s duties set forth in a Corporate Trust Contract related to account bank, depositary / depository, depository agent, eligible lender trustee, master servicer, backup advancing agent, trustee (or other similar role), buyer, financial institution, or lender roles, in each case, to the extent that (a) any such role is required to be performed by a deposit-taking institution and no Applicable Computershare Entity is eligible to serve in such role, (b) any such role would require the Applicable Computershare Entity to fund or originate loans or other extensions of credit (except for any advancing obligations per the terms of the Corporate Trust Contract), or (c) with respect to any role requiring the Applicable Wells Fargo Entity to make backup advances, the Applicable Computershare Entity could not perform such role without causing a rating agency to downgrade (or place on watch for downgrade) the rating assigned to the securities issued pursuant to the related Corporate Trust Contract. With respect to the backup advancing Retained Duty described in clause (c) in the preceding sentence, Exhibit A to the Servicing Agreement sets forth backup advancing procedures that the Applicable Computershare Entity and the Applicable Wells Fargo Entity will follow for any required backup advance under a Serviced Corporate Trust Contract.

For more detail, see the definition of “Retained Duties” in section 2.1 of the Servicing Agreement, section 3.10 of the Servicing Agreement, and Exhibit A to the Servicing Agreement.

Servicing Standard. The Servicing Agreement requires the Applicable Computershare Entity to perform the Serviced Duties under a Serviced Corporate Trust Contract as though it were a direct party to such contract (a) in compliance with the terms of the applicable Serviced Corporate Trust Contract, including any standard of care set forth therein, (b) in compliance with applicable law, and (c) consistent with (and with a standard of care no less than) its own practices in servicing its own corporate trust business.

See section 3.5 of the Servicing Agreement for more detail.

Parent Guaranty. Computershare Ltd, the parent of Computershare Trust Company and CDTC, is the Guarantor under the Servicing Agreement, and absolutely, unconditionally, and irrevocably guarantees for the benefit of the Applicable Wells Fargo Entities each and every covenant, agreement and other obligation of Computershare Trust Company and CDTC under the Servicing Agreement. The Applicable Wells Fargo Entities are entitled to enforce such obligations directly against Computershare Ltd.

See section 9.5 of the Servicing Agreement for more detail.

Compensation & Expenses. The Applicable Computershare Entity is entitled under the Servicing Agreement to receive all fees, compensation, reimbursement for expenses and other income related to the Serviced Appointments payable to or otherwise received by the Applicable Wells Fargo Entity pursuant to the Serviced Corporate Trust Contracts. The right of the Applicable Computershare Entity to receive all such fees, compensation, reimbursement for expenses and other income will terminate upon the earlier of (a) the date on which such Serviced Appointment is no longer subject to the Servicing Agreement, or (b) the termination of the Servicing Agreement.

Except as otherwise provided in the Servicing Agreement, the Applicable Computershare Entity is generally responsible under the Servicing Agreement to pay its own expenses and costs allocable to all aspects of performing Serviced Duties. The Servicing Agreement generally authorizes the Applicable Computershare Entity to exercise any of the Applicable Wells Fargo Entity’s rights under a Serviced Corporate Trust Contract related to a Serviced Appointment to any refunds, claims, causes of action, indemnity, contribution, reimbursement rights of set off and rights of recoupment recoverable from or against any third party, the Trust Assets or otherwise (including rights to insurance proceeds and rights under and pursuant to all warranties, representations and guarantees).

See section 4 of the Servicing Agreement for more detail.

Termination of Serviced Duties for a Serviced Corporate Trust Contract. The Servicing Agreement provides that the Applicable Computershare Entity’s Serviced Duties under the Servicing Agreement terminate for any Serviced Corporate Trust Contract at the “Appointment Expiration Time,” which generally means the time that the Applicable Wells Fargo Entity’s obligations under any Serviced Appointment are terminated or of no further force and effect, including upon the (a) valid termination or removal of the Applicable Wells Fargo Entity from all Corporate Trust Capacities with respect to a Serviced Appointment, or (b) with the prior consent of the Applicable Computershare Entity, the resignation by, assignment by, or succession of the Applicable Wells Fargo Entity from all Corporate Trust Capacities with respect to a Serviced Appointment.

See section 3.7 of the Servicing Agreement for more detail.

Termination of Servicing Agreement. The Servicing Agreement terminates upon the first to occur of (a) the date the parties mutually agree to terminate the Servicing Agreement, (b) the last Serviced Appointment is terminated, matured or expired under the terms of the applicable Serviced Corporate Trust Contract and all trust assets in respect thereof have been fully distributed, (c) the Applicable Wells Fargo Entity transfers the last Serviced Appointment to the Applicable Computershare Entity, (d) the Applicable Wells Fargo Entity has resigned from the last Serviced Appointment if permitted under Section 7.2 of the Servicing Agreement, and (e) the Applicable Wells Fargo Entity is removed from the Appointment or the Applicable Wells Fargo Entity is terminated in accordance with the Servicing Agreement, the applicable Serviced Corporate Trust Contract, or any other agreement between the parties to the Servicing Agreement.

The Applicable Computershare Entity has the right to instruct the Applicable Wells Fargo Entity to execute documents whereby the Applicable Wells Fargo Entity resigns from any Corporate Trust Capacity appointing a successor under the Serviced Appointments.

The Applicable Wells Fargo Entity can elect to terminate the Servicing Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024. Under the Servicing Agreement, “LTM Fee Revenue” means the fee revenue (excluding net interest income but including money market fund fees) generated by all remaining Serviced Appointments in the last full twelve-month period prior to the time the Applicable Wells Fargo Entity elects to exercise the termination right described in the preceding sentence.

The Applicable Wells Fargo Entities have a right to terminate the Servicing Agreement with respect to a specific Serviced Appointment(s) in the event of certain “Major Defaults” by the Applicable Computershare Trust Companies following Computershare’s failure to remediate the Major Default. The Applicable Wells Fargo Entities may also terminate the Servicing Agreement upon the Applicable Computershare Entity’s insolvency or pursuant to applicable laws.

See section 7 of the Servicing Agreement and section II of Annex A to the Servicing Agreement for more detail.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(d) Exhibits

(99.1) Second Amended And Restated Servicing Agreement dated as of, October 31, 2021

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Morgan Stanley Capital I Inc.
(Depositor)

/s/ Jane Lam
Jane Lam, President

Date: November 1, 2021

Filing Compare · Morgan Stanley Capital I Trust 2011-C3