SecProbe.io

November 27, 2024
Jane Lam
President
Morgan Stanley Capital I Inc.
1585 Broadway
New York, NY 10036
Re:Morgan Stanley Capital I Inc.
Registration Statement on Form SF-3
SF-3 Filed November 1, 2024
File No. 333-282944
Dear Jane Lam:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form SF-3
General
1.Please confirm that the depositor or any issuing entity previously established, directly
or indirectly, by the depositor or any affiliate of the depositor has been current and
timely with Exchange Act reporting during the last twelve months with respect to
asset-backed securities involving the same asset class. Please refer to General
Instruction I.A.2. of Form SF-3.
2.Please revise the table contents so it accurately reflects the headings and page
numbers. As one example, “Summary of Terms” section starting on page 22 does not
appear on that page. Refer to Item 502(a) of Regulation S-K.

November 27, 2024
Page 2
Risk Factors
Cyberattacks or Other Security Breached Could Have a Material Adverse Effect on the
Business of the Transaction Parties, page 57
3.We note your disclosure sets forth an example that, “hackers recently engage in
attacks against organizations that are designed to disrupt key business services. There
can be no assurances that the sponsors, the master servicer, the special servicer, the
borrowers, or the other transaction parties will not suffer any such losses in the
future.” Please revise to explain the relevancy of these attacks or provide further
detail.
[Office Properties Have Special Risks], page 66
4.We note that the risk factor includes bracketed disclosure “to be included only if
applicable to the specific transaction”; however, we note that in your recent
prospectuses this risk factor includes disclosure about the impact of the COVID-19
pandemic and related market conditions. Please revise.
Terrorism Insurance May Not be Available for All Mortgage Properties, page 91
5.On page 92, the statement "We cannot assure you that all of the mortgaged properties
will be insured against the risks of terrorism and similar acts. As a result of any of the
foregoing, the amount available to make the distribution on our certificates could be
reduced." appears twice. Please revise to delete one of these instances or advise.
Potential Conflicts of Interest in the Selection of the Underlying Mortgage Loans, page 120
6.We note your disclosure that the b-piece buyer may enter into hedging or other
transactions or otherwise have business objectives that also could cause its interests
with respect to the mortgage pool to diverge from those of other purchasers of the
certificates. Please explain how this disclosure is consistent with Securities Act Rule
192 or revise this disclosure to qualify it as subject to applicable law. In addressing
this comment, please consider, as applicable, any case where the special servicer may
be an affiliate or subsidiary of the b-piece buyer for purposes of Securities Act Rule
192.
Mediation and Arbitration Provisions, page 373
7.We note your disclosure on page 374 that any expenses required to be borne by or
allocated to the Enforcing Servicer in a mediation or arbitration will be reimbursable
as additional trust fund expenses. Please tell us how this disclosure complies with
General Instruction I.B.1(c)(B) of Form SF-3 which requires certain provisions for
how expenses should be allocated or revise.
Limitation on Rights of Certificateholders to Institute a Proceeding, page 380
8.We note your disclosure about the limitation on rights of certificateholders to institute
a proceeding, including the numerous conditions required, such as offering to
indemnify the trustee.  However, please clarify if certificateholders have the same
limitations if they were to institute proceedings against the trustee for not meeting its
responsibilities set forth in the PSA.

November 27, 2024
Page 3
Pending Legal Proceedings Involving Transaction Parties, page 401
9.We note that you have disclosed that “sponsors have been involved in, and are
currently involved in, certain litigation or potential litigation, including actions related
to repurchase claims.” Please revise to provide further detail and confirm that the
disclosure will be updated to reflect current status at the time of an offering.
Part II-Information Not Required in Prospectus
Item 14-Exhibits, page II-2
10.Please file your remaining exhibits with your next amendment. Refer to Item 1100(f)
of Regulation AB and Instruction 1 to Item 601 of Regulation S-K. Note that we may
have additional comments on your registration statement following our review of any
such exhibits.
11.Please include an active hyperlink to the document that you are incorporating by
reference as Exhibit 36.1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Shalini Shah at 202-551-5942 or Rolaine Bancroft at 202-551-3313
with any questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance