**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, 2021 OR**

**//TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

**For the transition period from****            ****to****            **

 

 

 

**Commission file number:****333-227446-13**

 

**Central Index Key Number of the issuing entity:****0001848411**

 

**BANK 2021-BNK32**

**(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 Key Number of the sponsor:****0001102113**

 

**Bank of America, NationalAssociation**

**(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)**

 

**Central Index Key Number of the sponsor:****0000740906**

 

**Wells Fargo Bank, NationalAssociation**

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

** **

**Central Index Key Number of the sponsor:****0001577313**

 

**National Cooperative Bank, N.A.**

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

 

  

| **New York**                                                        | **35-7287099**

**38-4169399**

**38-4169400** |
|---------------------------------------------------------------------|------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**   |

 

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

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884-2000**

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

   

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

 

 

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

 

  NONE.

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.

 

  Yes___ No X

 

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

 

  Yes___ No X

 

Note- Checking the box above will not relieve any registrant required to filereports pursuant to Section 13 or 15(d) of the Exchange Act from theirobligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reports requiredto be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filingrequirements 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.

 

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

 

  Yes___ No X

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

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

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

The BANK 2021-BNK32 mortgage pool includesthe following mortgage loans, each of which is serviced pursuant to a separatepooling and servicing agreement (each, an “Outside Pooling and ServicingAgreement”):

 

•   the Miami Design Districtmortgage loan, which was serviced pursuant to the BANK 2020-BNK30 pooling andservicing agreement attached hereto as Exhibit 4.2 (from 3/24/21 to 5/19/21) and, following the securitization of therelated lead servicing note, the BANK 2021-BNK33 pooling and servicingagreement attached hereto as Exhibit 4.4 (from 5/20/21to 12/31/21). 

 

•   the 605 Third Avenue mortgageloan, which is serviced pursuant to the BANK 2020-BNK30 pooling and servicingagreement attached hereto as Exhibit 4.2;

 

•   the Boca Office Portfoliomortgage loan, which is serviced pursuant to the Benchmark 2021-B24 pooling andservicing agreement attached hereto as Exhibit 4.3;

 

•   the McClellan Park mortgageloan, which is serviced pursuant to the BANK 2020-BNK30 pooling and servicingagreement attached hereto as Exhibit 4.2;

 

Except as set forth below, each of theparties to each pooling and servicing agreement listed in the Exhibit Indexboth (1) participates in the servicing function for purposes of Item 1122 ofRegulation AB and (2) constitutes a servicer that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB for purposes of Item 1123 ofRegulation AB:

 

•   The trustee under a poolingand servicing agreement has a nominal role with respect to the mortgage poolsecuritized pursuant to such pooling and servicing agreement.  Thetrustee’s only servicing function is the contingent obligation to make certainadvances if the master servicer under such pooling and servicing agreementfails to do so, while all other servicing functions are performed by otherparties.  The trustee under each of the pooling and servicing agreementslisted in the Exhibit Index has confirmed to the registrant that it has notmade any such contingent advances during the reporting period, andconsequently, each such trustee does not participate in the servicing functionfor purposes of Item 1122 of Regulation AB, nor does it perform the functionsof a servicer for purposes of the definition of “servicer” under Item 1101 ofRegulation AB or for purposes of Item 1123 of Regulation AB.

 

•   The certificate administratorunder a pooling and servicing agreement performs various payment administrationfunctions solely for the securitization governed by such pooling and servicingagreement and the mortgage pool securitized pursuant to such pooling andservicing agreement and does not have any obligations with respect to any othertransaction.  Consequently, the certificate administrator under an OutsidePooling and Servicing Agreement does not participate in the servicing functionfor purposes of Item 1122 of Regulation AB, nor does it perform the functionsof a servicer for purposes of the definition of “servicer” under Item 1101 ofRegulation AB or for purposes of Item 1123 of Regulation AB.

 

•   The operating advisor under apooling and servicing agreement represents the interests of seniorcertificateholders in the transaction governed by such pooling and servicingagreement and is responsible for monitoring the performance of the specialservicer under such pooling and servicing agreement and producing certainreports to certificateholders relating to the resolution of the mortgage poolsecuritized pursuant to such pooling and servicing agreement.  Theoperating advisor under a pooling and servicing agreement does not have anyobligations with respect to any other transaction and is solely obligated toperform loan reporting functions with respect to the securitization governed bysuch pooling and servicing agreement.  Consequently, the operating advisorunder an Outside Pooling and Servicing Agreement neither participates in theservicing function for purposes of Item 1122 of Regulation AB nor performs thefunctions of a servicer for purposes of the definition of “servicer” under Item1101 of Regulation AB or for purposes of Item 1123 of Regulation AB.  Inaddition, while the operating advisor under a pooling and servicing agreementhas certain reporting obligations in respect of the related mortgage pool, ithas no obligation to collect or disburse funds in respect of the mortgage poolor to administer any of the underlying mortgage loans.  Consequently, theoperating advisor under a pooling and servicing agreement participates in theservicing function for purposes of Item 1122 of Regulation AB, but is notresponsible for the “management or collection of the pool assets or makingallocations or distributions to holders of the asset-backed securities” withinthe meaning of “servicer” under Item 1101 of Regulation AB and does not performthe functions of a servicer for purposes of Item 1123 of Regulation AB. 

 

•   The asset representationsreviewer under a pooling and servicing agreement has a limited obligation toreview certain delinquent mortgage loans after a specified delinquency thresholdhas been met and the required percentage of certificateholders vote to direct areview of such delinquent mortgage loans, and has no obligation to collect ordisburse funds in respect of the mortgage pool, to administer any of theunderlying mortgage loans or to perform any servicing function. Consequently, the asset representations reviewer under a pooling and servicingagreement does not participate in the servicing function for purposes of Item1122 of Regulation AB, is not responsible for the “management or collection ofthe pool assets or making allocations or distributions to holders of theasset-backed securities” within the meaning of “servicer” under Item 1101 ofRegulation AB and does not perform the functions of a servicer for purposes of Item1123 of Regulation AB.

 

•   NCB, N.A. as NCB masterservicer and NCB special servicer under each of the BANK 2020-BNK30 pooling andservicing agreement and the BANK 2021-BNK33 pooling and servicing agreement,only has obligations in respect of certain mortgage loans sold to the BANK2020-BNK30 securitization trust and the BANK 2021-BNK33 securitization trust,respectively, by NCB, N.A. Such party has no obligations with respect to theany mortgage loan included in the BANK 2021-BNK32 mortgage pool and thereforein such capacity does not constitute a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, and does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

•   Midland Loan Services, aDivision of PNC Bank, National Association is the master servicer under theBenchmark 2021-B24 pooling and servicing agreement, pursuant to which the BocaOffice Portfolio mortgage loan is serviced.  Because Midland LoanServices, a Division of PNC Bank, National Association is not the BANK2021-BNK32 master servicer, is not affiliated with any sponsor and servicesonly the Boca Office Portfolio mortgage loan, which constitutes less than 5% ofthe mortgage pool, Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Benchmark 2021-B24 master servicer, does not constitute areporting “servicing function participant” for purposes of Item 1122 of RegulationAB, as specified in the Instruction 3 to Item 1122, and does not constitute areporting “servicer” for purposes of Item 1123 of Regulation AB, as specifiedin the Instruction to Item 1123.

 

•   National Tax Search, LLCmerged into CoreLogic Solutions, LLC in 2021.  CoreLogic Solutions, LLC’sreport on assessment of compliance with servicing criteria and registeredpublic accounting firm attestation report, in each case provided pursuant toItem 1122 of Regulation AB, also relate to National Tax Search, LLC’s platformfor the reporting period.

 

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

 

• Wells Fargo Bank, National Association,as master servicer, engaged the services of CoreLogic Solutions, LLC andNational Tax Search, LLC, in each case as a servicing function participant inrespect of the entire mortgage pool for the reporting period.

 

•   Wells Fargo Bank, NationalAssociation, as master servicer under the BANK 2021-BNK33 pooling and servicingagreement, pursuant to which the Miami Design District mortgage loan isserviced, engaged the services of CoreLogic Solutions, LLC and National TaxSearch, LLC, in each case as a servicing function participant in respect of theMiami Design District mortgage loan for the reporting period.

 

•   Wells Fargo Bank, NationalAssociation, as master servicer under the BANK 2020-BNK30 pooling and servicingagreement, pursuant to which the 605 Third Avenue mortgage loan and theMcClellan Park mortgage loan are serviced (and pursuant to which the MiamiDesign District mortgage loan was serviced prior to 5/20/2021), engaged theservices of CoreLogic Solutions, LLC and National Tax Search, LLC, in each caseas a servicing function participant in respect of each such mortgage loan forthe reporting period.

 

•   On November 1, 2021, pursuantto the second amended and restated servicing agreement attached hereto asExhibit 99.11, Computershare Trust Company, National Association was engaged toperform all or virtually all of Wells Fargo Bank, National Association’s rolesas certificate administrator, custodian and trustee, as applicable, under (i)the pooling and servicing agreement and (ii) each Outside Pooling and ServicingAgreement.

 

 

 

| **PART I**   |                            |
|-------------------|---------------------------------|
|              |                            |
| **Item 1.**  | **Business.**                   |
|              | Omitted.                        |
| **Item 1A.** | **Risk Factors.**          |
|              | Omitted.                        |
| **Item 1B.** | **Unresolved Staff  Comments.** |
|              | None.                           |
| **Item 2.**  | **Properties.**                 |
|              | Omitted.                        |
| **Item 3.**  | **Legal Proceedings.**     |
|              | Omitted.                        |
| **Item 4.**  | **Mine Safety Disclosures.**    |
|              | Omitted.                        |
|              |                            |   |

 

| **PART II**  |                                                                                                                |
|-------------------|---------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                |
| **Item 5.**  | **Market for Registrant's  Common Equity, Related Stockholder Matters and Issuer Purchases of Equity  Securities.** |
|              | Omitted.                                                                                                            |
| **Item 6.**  | **Selected Financial Data.**                                                                                        |
|              | Omitted.                                                                                                            |
| **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.                                                                                                               |
|              |                                                                                                                |   |

 

| **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 and certain related entities and theNational Credit Union Administration (NCUA) filed complaints in the UnitedStates District Court for the Southern District of New York against Wells FargoBank, alleging claims against Wells Fargo Bank in its capacity as trustee for anumber of residential mortgage-backed securities trusts. Complaints raisingsimilar allegations have been filed by Commerzbank AG in the Southern Districtof New York and by IKB International and IKB Deutsche Industriebank in New Yorkstate court. In each case, the plaintiffs allege that Wells Fargo Bank, astrustee, caused losses to investors, and plaintiffs assert causes of actionbased upon, among other things, the trustee’s alleged failure to notify andenforce repurchase obligations of mortgage loan sellers for purported breachesof representations and warranties, notify investors of alleged events of default,and abide by appropriate standards of care following alleged events of default.Wells Fargo Bank previously settled two class action lawsuits with similarallegations that were filed in November 2014 and December 2016 by institutionalinvestors in the Southern District of New York and New York state court,respectively. In addition, Park Royal I LLC and Park Royal II LLC have filedcomplaints in New York state court alleging Wells Fargo Bank, N.A., as trustee,failed to take appropriate actions upon learning of defective mortgage loandocumentation. In March 2021, the Company entered into an agreement to resolvethe case filed by the NCUA.

 

Inaddition to the foregoing cases, in August 2014 and August 2015 Nomura Credit& Capital Inc. (“Nomura”) and Natixis Real Estate Holdings, LLC (“Natixis”)filed a total of seven third-party complaints against Wells Fargo Bank in NewYork state court. In the underlying first-party actions, Nomura and Natixishave been sued for alleged breaches of representations and warranties made inconnection with residential mortgage-backed securities sponsored by them. Inthe third-party actions, Nomura and Natixis allege that Wells Fargo Bank, asmaster servicer, primary servicer or securities administrator, failed to notifyNomura and Natixis of their own breaches, failed to properly oversee theprimary servicers, and failed to adhere to accepted servicing practices.Natixis additionally alleges that Wells Fargo Bank failed to perform defaultoversight duties. Wells Fargo Bank has asserted counterclaims alleging thatNomura and Natixis failed to provide Wells Fargo Bank notice of theirrepresentation and warranty breaches.

 

Withrespect to each of the foregoing litigations, Wells Fargo Bank believesplaintiffs' claims are without merit and intends to contest the claimsvigorously, but there can be no assurances as to the outcome of the litigationsor the possible impact of the litigations on Wells Fargo Bank or the relatedRMBS trusts.

 

**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 March 24, 2021. In addition, (i) WellsFargo Bank, National Association, the master servicer under the BANK 2021-BNK33pooling and servicing agreement, pursuant to which the Miami Design Districtmortgage loan is serviced, is also the master servicer under the BANK2021-BNK32 pooling and servicing agreement and the master servicer under theBANK 2020-BNK30 pooling and servicing agreement; (ii) Rialto Capital Advisors,LLC, the special servicer under the BANK 2021-BNK33 pooling and servicingagreement, pursuant to which the Miami Design District mortgage loan isserviced, is also the special servicer under the BANK 2021-BNK32 pooling andservicing agreement; and (iii) Wells Fargo Bank, National Association, thecustodian under the BANK 2021-BNK33 pooling and servicing agreement, pursuantto which the Miami Design District mortgage loan is serviced, is also thecustodian under the BANK 2021-BNK32 pooling and servicing agreement and thecustodian under each Outside Pooling and Servicing Agreement.

 

**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 ofMarch 1, 2021, between Morgan Stanley Capital I Inc., as depositor, Wells FargoBank, National Association, as general master servicer, Rialto CapitalAdvisors, LLC, as general special servicer, National Cooperative Bank, N.A., asNCB master servicer and as NCB special servicer, Wells Fargo Bank, NationalAssociation, as certificate administrator, Wilmington Trust, NationalAssociation, as trustee, and Park Bridge Lender Services 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 February 4, 2022 under SECFile No. 333-227446-13 and incorporated by reference herein).

 

(4.2) Pooling and Servicing Agreement, dated andeffective as of December 1, 2020, between Banc of America Merrill LynchCommercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association,as general master servicer, Greystone Servicing Company LLC, as general specialservicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB specialservicer, Wells Fargo Bank, National Association, as certificate administrator,Wilmington Trust, National Association, as trustee, and Park Bridge LenderServices LLC, as operating advisor and as asset representations reviewer,relating to the BANK 2020-BNK30 securitization transaction, pursuant to whichthe Miami Design District Mortgage Loan was serviced from 3/24/21 to 5/19/21and pursuant to which the 605 Third Avenue and McClellan Park Mortgage Loansare serviced (filed as Exhibit 4.2 to the registrant's Current Report on Form8-K filed on March 24, 2021 under SEC File No. 333-227446-13 and incorporatedby reference herein).

 

(4.3) Pooling and Servicing Agreement, dated andeffective as of March 1, 2021, between J.P. Morgan Chase Commercial MortgageSecurities Corp., as depositor, Midland Loan Services, a Division of PNC Bank,National Association, as master servicer, Greystone Servicing Company LLC, asspecial servicer, Wells Fargo Bank, National Association, as certificateadministrator and trustee, and Park Bridge Lender Services LLC, as operatingadvisor and as asset representations reviewer, relating to the Benchmark2021-B24 securitization transaction, pursuant to which the Boca OfficePortfolio Mortgage Loan is serviced (filed as Exhibit 4.3 to the registrant'sCurrent Report on Form 8-K filed on March 24, 2021 under SEC File No.333-227446-13 and incorporated by reference herein).

 

(4.4) Pooling and Servicing Agreement, dated as of May1, 2021, between Banc of America Merrill Lynch Commercial Mortgage Inc., asdepositor, Wells Fargo Bank, National Association, as general master servicer,Rialto Capital Advisors, LLC, as general special servicer, National CooperativeBank, N.A., as NCB master servicer and as NCB special servicer, Wells FargoBank, National Association, as certificate administrator, Wilmington Trust,National Association, as trustee, and Park Bridge Lender Services LLC, asoperating advisor and as asset representations reviewer, relating to the BANK2021-BNK33 securitization transaction, pursuant to which the Miami DesignDistrict Mortgage Loan was serviced from 5/20/21 to 12/31/21 (filed as Exhibit4.4 to the registrant's Current Report on Form 8-K filed on May 20, 2021 underSEC File No. 333-227446-13 and incorporated by reference herein).

 

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

 

(33) Reportson assessment of compliance with servicing criteria for asset-backedsecurities.

 

33.1Wells Fargo Bank, National Association, asCertificate Administrator

 

33.2Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator (from11/1/21 to 12/31/12)

 

33.3Wells Fargo Bank, National Association, asCustodian

 

33.4Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (from 11/1/21 to 12/31/12)

 

33.5Wells Fargo Bank, National Association, as MasterServicer

 

33.6National Cooperative Bank, N.A., as NCB MasterServicer

 

33.7Rialto Capital Advisors, LLC, as Special Servicer

 

33.8National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 33.6)

 

33.9Park Bridge Lender Services LLC, as OperatingAdvisor

 

33.10CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

33.11Wells Fargo Bank, National Association, as MasterServicer under the BANK 2021-BNK33 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Miami Design District(from 5/20/21 to 12/31/21) (see Exhibit 33.5)

 

33.12CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2021-BNK33 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Miami Design District(from 5/20/21 to 12/31/21) (see Exhibit 33.10)

 

33.13Wells Fargo Bank, National Association, as MasterServicer under the BANK 2020-BNK30 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 605 Third Avenue (from3/24/21 to 12/31/21), McClellan Park (from 3/24/21 to 12/31/21), Miami DesignDistrict (from 3/24/21 to 5/19/21) (see Exhibit 33.5)

 

33.14CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2020-BNK30 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 605 Third Avenue (from3/24/21 to 12/31/21), McClellan Park (from 3/24/21 to 12/31/21), Miami DesignDistrict (from 3/24/21 to 5/19/21) (see Exhibit 33.10)

 

33.15Rialto Capital Advisors, LLC, as Special Servicerunder the BANK 2021-BNK33 securitization, pursuant to which the followingmortgage loans were serviced by such party: Miami Design District (from 5/20/21to 12/31/21) (see Exhibit 33.7)

 

33.16Greystone Servicing Company LLC, as SpecialServicer under the BANK 2020-BNK30 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 605 Third Avenue (from3/24/21 to 12/31/21), McClellan Park (from 3/24/21 to 12/31/21), Miami DesignDistrict (from 3/24/21 to 5/19/21)

 

33.17Greystone Servicing Company LLC, as SpecialServicer under the Benchmark 2021-B24 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Boca Office Portfolio(from 3/24/21 to 12/31/21) (see Exhibit 33.16)

 

33.18Wells Fargo Bank, National Association, asCustodian under the BANK 2021-BNK33 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Miami Design District(from 5/20/21 to 12/31/21) (see Exhibit 33.3)

 

33.19Computershare Trust Company, National Association,as Servicing Function Participant under the BANK 2021-BNK33 securitization,pursuant to which the following mortgage loans were serviced by such party:Miami Design District (from 11/1/21 to 12/31/21) (see Exhibit 33.4)

 

33.20Wells Fargo Bank, National Association, asCustodian under the BANK 2020-BNK30 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 605 Third Avenue (from3/24/21 to 12/31/21), McClellan Park (from 3/24/21 to 12/31/21), Miami DesignDistrict (from 3/24/21 to 5/19/21) (see Exhibit 33.3)

 

33.21Computershare Trust Company, National Association,as Servicing Function Participant under the BANK 2020-BNK30 securitization,pursuant to which the following mortgage loans were serviced by such party: 605Third Avenue (from 11/1/21 to 12/31/21), McClellan Park (from 11/1/21 to12/31/21) (see Exhibit 33.4)

 

33.22Wells Fargo Bank, National Association, asCustodian under the Benchmark 2021-B24 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Boca Office Portfolio(from 3/24/21 to 12/31/21) (see Exhibit 33.3)

 

33.23Computershare Trust Company, National Association,as Servicing Function Participant under the Benchmark 2021-B24 securitization,pursuant to which the following mortgage loans were serviced by such party:Boca Office Portfolio (from 11/1/21 to 12/31/21) (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 (from11/1/21 to 12/31/12)

 

34.3Wells Fargo Bank, National Association, asCustodian

 

34.4Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (from 11/1/21 to 12/31/12)

 

34.5Wells Fargo Bank, National Association, as MasterServicer

 

34.6National Cooperative Bank, N.A., as NCB MasterServicer

 

34.7Rialto Capital Advisors, LLC, as Special Servicer

 

34.8National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 34.6)

 

34.9Park Bridge Lender Services LLC, as OperatingAdvisor

 

34.10CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

34.11Wells Fargo Bank, National Association, as Master Servicerunder the BANK 2021-BNK33 securitization, pursuant to which the followingmortgage loans were serviced by such party: Miami Design District (from 5/20/21to 12/31/21) (see Exhibit 34.5)

 

34.12CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2021-BNK33 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Miami Design District(from 5/20/21 to 12/31/21) (see Exhibit 34.10)

 

34.13Wells Fargo Bank, National Association, as MasterServicer under the BANK 2020-BNK30 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 605 Third Avenue (from3/24/21 to 12/31/21), McClellan Park (from 3/24/21 to 12/31/21), Miami DesignDistrict (from 3/24/21 to 5/19/21) (see Exhibit 34.5)

 

34.14CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2020-BNK30 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 605 Third Avenue (from3/24/21 to 12/31/21), McClellan Park (from 3/24/21 to 12/31/21), Miami DesignDistrict (from 3/24/21 to 5/19/21) (see Exhibit 34.10)

 

34.15Rialto Capital Advisors, LLC, as Special Servicerunder the BANK 2021-BNK33 securitization, pursuant to which the followingmortgage loans were serviced by such party: Miami Design District (from 5/20/21to 12/31/21) (see Exhibit 34.7)

 

34.16Greystone Servicing Company LLC, as SpecialServicer under the BANK 2020-BNK30 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 605 Third Avenue (from3/24/21 to 12/31/21), McClellan Park (from 3/24/21 to 12/31/21), Miami DesignDistrict (from 3/24/21 to 5/19/21)

 

34.17Greystone Servicing Company LLC, as SpecialServicer under the Benchmark 2021-B24 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Boca Office Portfolio(from 3/24/21 to 12/31/21) (see Exhibit 34.16)

 

34.18Wells Fargo Bank, National Association, asCustodian under the BANK 2021-BNK33 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Miami Design District(from 5/20/21 to 12/31/21) (see Exhibit 34.3)

 

34.19Computershare Trust Company, National Association,as Servicing Function Participant under the BANK 2021-BNK33 securitization,pursuant to which the following mortgage loans were serviced by such party:Miami Design District (from 11/1/21 to 12/31/21) (see Exhibit 34.4)

 

34.20Wells Fargo Bank, National Association, asCustodian under the BANK 2020-BNK30 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 605 Third Avenue (from3/24/21 to 12/31/21), McClellan Park (from 3/24/21 to 12/31/21), Miami DesignDistrict (from 3/24/21 to 5/19/21) (see Exhibit 34.3)

 

34.21Computershare Trust Company, National Association,as Servicing Function Participant under the BANK 2020-BNK30 securitization, pursuantto which the following mortgage loans were serviced by such party: 605 ThirdAvenue (from 11/1/21 to 12/31/21), McClellan Park (from 11/1/21 to 12/31/21)(see Exhibit 34.4)

 

34.22Wells Fargo Bank, National Association, asCustodian under the Benchmark 2021-B24 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Boca Office Portfolio(from 3/24/21 to 12/31/21) (see Exhibit 34.3)

 

34.23Computershare Trust Company, National Association,as Servicing Function Participant under the Benchmark 2021-B24 securitization,pursuant to which the following mortgage loans were serviced by such party:Boca Office Portfolio (from 11/1/21 to 12/31/21) (see Exhibit 34.4)

 

(35). Servicercompliance statement.

 

35.1Wells Fargo Bank, National Association, asCertificate Administrator

 

35.2Computershare Trust Company, National Association, asServicing Function Participant for the Certificate Administrator (from 11/1/21to 12/31/21)

 

35.3Wells Fargo Bank, National Association, asCustodian

 

35.4Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (from 11/1/21 to 12/31/21)

 

35.5Wells Fargo Bank, National Association, as MasterServicer

 

35.6National Cooperative Bank, N.A., as NCB MasterServicer

 

35.7Rialto Capital Advisors, LLC, as Special Servicer

 

35.8National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 35.6)

 

35.9Wells Fargo Bank, National Association, as MasterServicer under the BANK 2021-BNK33 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Miami Design District (from5/20/21 to 12/31/21) (see Exhibit 35.5)

 

35.10Wells Fargo Bank, National Association, as MasterServicer under the BANK 2020-BNK30 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 605 Third Avenue (from3/24/21 to 12/31/21), McClellan Park (from 3/24/21 to 12/31/21), Miami DesignDistrict (from 3/24/21 to 5/19/21) (see Exhibit 35.5)

 

35.11Rialto Capital Advisors, LLC, as Special Servicer underthe BANK 2021-BNK33 securitization, pursuant to which the following mortgageloans were serviced by such party: Miami Design District (from 5/20/21 to12/31/21) (see Exhibit 35.7)

 

35.12Greystone Servicing Company LLC, as SpecialServicer under the BANK 2020-BNK30 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 605 Third Avenue (from3/24/21 to 12/31/21), McClellan Park (from 3/24/21 to 12/31/21), Miami DesignDistrict (from 3/24/21 to 5/19/21)

 

35.13Greystone Servicing Company LLC, as SpecialServicer under the Benchmark 2021-B24 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Boca Office Portfolio(from 3/24/21 to 12/31/21) (see Exhibit 35.12)

 

35.14Wells Fargo Bank, National Association, asCustodian under the BANK 2021-BNK33 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Miami Design District(from 5/20/21 to 12/31/21) (see Exhibit 35.3)

 

35.15Computershare Trust Company, National Association,as Servicing Function Participant under the BANK 2021-BNK33 securitization,pursuant to which the following mortgage loans were serviced by such party:Miami Design District (from 11/1/21 to 12/31/21) (see Exhibit 35.4)

 

35.16Wells Fargo Bank, National Association, as Custodianunder the BANK 2020-BNK30 securitization, pursuant to which the followingmortgage loans were serviced by such party: 605 Third Avenue (from 3/24/21 to12/31/21), McClellan Park (from 3/24/21 to 12/31/21), Miami Design District(from 3/24/21 to 5/19/21) (see Exhibit 35.3)

 

35.17Computershare Trust Company, National Association,as Servicing Function Participant under the BANK 2020-BNK30 securitization,pursuant to which the following mortgage loans were serviced by such party: 605Third Avenue (from 11/1/21 to 12/31/21), McClellan Park (from 11/1/21 to12/31/21) (see Exhibit 35.4)

 

35.18Wells Fargo Bank, National Association, asCustodian under the Benchmark 2021-B24 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Boca Office Portfolio(from 3/24/21 to 12/31/21) (see Exhibit 35.3)

 

35.19Computershare Trust Company, National Association,as Servicing Function Participant under the Benchmark 2021-B24 securitization,pursuant to which the following mortgage loans were serviced by such party:Boca Office Portfolio (from 11/1/21 to 12/31/21) (see Exhibit 35.4)

 

(99.1) Mortgage Loan Purchase Agreement, dated as ofMarch 16, 2021, between Morgan Stanley Capital I Inc. and Bank of America,National Association (filed as Exhibit 99.1 to the registrant's Current Reporton Form 8-K filed on March 24, 2021 under SEC File No. 333-227446-13 andincorporated by reference herein).

 

(99.2) Mortgage Loan Purchase Agreement, dated as ofMarch 16, 2021, Morgan Stanley Capital I Inc. and Morgan Stanley MortgageCapital Holdings LLC (filed as Exhibit 99.2 to the registrant's Current Reporton Form 8-K filed on March 24, 2021 under SEC File No. 333-227446-13 andincorporated by reference herein).

 

(99.3) Mortgage Loan Purchase Agreement, dated as ofMarch 16, 2021, between Morgan Stanley Capital I Inc. and Wells Fargo Bank,National Association (filed as Exhibit 99.3 to the registrant's Current Reporton Form 8-K filed on March 24, 2021 under SEC File No. 333-227446-13 andincorporated by reference herein).

 

(99.4) Mortgage Loan Purchase Agreement, dated as ofMarch 16, 2021, between Morgan Stanley Capital I Inc. and National CooperativeBank, N.A. (filed as Exhibit 99.4 to the registrant's Current Report on Form8-K filed on March 24, 2021 under SEC File No. 333-227446-13 and incorporatedby reference herein).

 

(99.5) Agreement Between Note Holders, dated as ofMarch 24, 2021, by and between Wells Fargo Bank, National Association, asinitial note A-1 holder, Wells Fargo Bank, National Association, as initialnote A-2 holder, and Wells Fargo Bank, National Association, as initial note A-3holder, relating to the Pathline Park 9 & 10 loan combination (filed asExhibit 99.5 to the registrant's Current Report on Form 8-K filed on March 24,2021 under SEC File No. 333-227446-13 and incorporated by reference herein).

 

(99.6) Amended and Restated Agreement BetweenNoteholders, by and among Bank of America, N.A., Wilmington Trust, NationalAssociation, as Trustee for the Benefit of the Registered Holders of BANK2020-BNK30, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK30,Wilmington Trust, National Association, as Trustee for the Benefit of theRegistered Holders of BANK 2021-BNK31, Commercial Mortgage Pass-ThroughCertificates, Series 2021-BNK31, Wilmington Trust, National Association, asTrustee for the Benefit of the Registered Holders of BANK 2021-BNK32,Commercial Mortgage Pass-Through Certificates, Series 2021-BNK32, Wells FargoBank, National Association, as Trustee on Behalf of the Registered Holders ofCSAIL 2021-C20 Commercial Mortgage Pass-Through Certificates, Series 2021-C20,and CFF MDD HOLDINGS LLC, relating to the Miami Design District loancombination (filed as Exhibit 99.11 to the registrant's Current Report on Form8-K filed on May 20, 2021 under SEC File No. 333-227446-13 and incorporated byreferenceherein).            

 

(99.7) Agreement Between Note Holders, dated as ofMarch 1, 2021, by and among Bank of America, N.A., as initial note A-1 holder,Bank of America, N.A., as initial note A-2 holder, Bank of America, N.A., asinitial note A-3 holder, and Bank of America, N.A., as initial note A-4 holder,relating to the Extra Space Rock ‘N Roll Self Storage Portfolio loancombination (filed as Exhibit 99.7 to the registrant's Current Report on Form8-K filed on March 24, 2021 under SEC File No. 333-227446-13 and incorporatedby reference herein).

 

(99.8) Intercreditor Agreement, dated as of November23, 2020, by and among Morgan Stanley Bank, N.A., as note A-1 holder, note A-2holder, note A-3 holder, note A-4 holder and note a-5 holder, Sun LifeAssurance Company of Canada, as note B-1 holder, Sun Life Hong Kong Limited, asnote B-2 holder, and Sun Life Insurance (Canada) Limited, as note B-3 holder,relating to the 605 Third Avenue loan combination (filed as Exhibit 99.8 to theregistrant's Current Report on Form 8-K filed on March 24, 2021 under SEC FileNo. 333-227446-13 and incorporated by reference herein).

 

(99.9) Agreement Between Noteholders, dated as ofFebruary 17, 2021, by and between Citi Real Estate Funding Inc., as initialnote A-1 holder and initial note A-2 holder, and Bank of America, N.A., asinitial note A-3 holder, relating to the Boca Office Portfolio loan combination(filed as Exhibit 99.9 to the registrant's Current Report on Form 8-K filed onMarch 24, 2021 under SEC File No. 333-227446-13 and incorporated by referenceherein).

 

(99.10) Co-Lender Agreement, dated as of November 20,2020, by and between Wells Fargo Bank, National Association and Goldman SachsBank USA, relating to the McClellan Park loan combination (filed as Exhibit99.10 to the registrant's Current Report on Form 8-K filed on March 24, 2021under SEC File No. 333-227446-13 and incorporated by reference herein).

 

(99.11) Second Amended and Restated ServicingAgreement, effective as of October 31, 2021, between Wells Fargo Bank, N.A.,Wells Fargo Delaware Trust Company, N.A., Computershare Trust Company, N.A.,Computershare Delaware Trust Company and Computershare Limited (filed asExhibit 99.1 to the registrant's Current Report on Form 8-K filed on November5, 2021 under SEC File No. 333-227446-13 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 30, 2022