**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: 333-228375-06**

**Central Index Key Number of the issuing entity:0001858865**

**BANK 2021-BNK33**

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

** **

**Central Index Key Number of the depositor: 0001005007**

**Banc of America Merrill LynchCommercial Mortgage 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: 0000740906**

**Wells Fargo Bank, NationalAssociation**

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

** **

**Central Index Key Number of the sponsor: 0001541557**

**Morgan Stanley Mortgage CapitalHoldings LLC**

**(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****(State or other jurisdiction of  incorporation or organization of**

**the issuing entity)** | **35-7287137**

**38-4178107**

**38-4178108**

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

**Identification Numbers)** |
|------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|

**c/o Wells Fargo Bank, National Association**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

**(Address of principalexecutive offices of the issuing entity)**

**21045**

**(Zip Code)**

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

**(646) 855-3953**

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                                                                                                       Accelerated filer                                     o

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

                                                                                                                                                       Emerging growthcompany                    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 Miami Design District Mortgage Loan andthe 261-275 Amsterdam Avenue Mortgage Loan, which constituted approximately9.5% and 5.5%, 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 Miami Design DistrictMortgage Loan, eleven other *pari passu* loans and one subordinatecompanion loan, each of which are not assets of the issuing entity and (b) withrespect to the 261-275 Amsterdam Avenue Mortgage Loan, one other *pari passu*loan, which is not an asset of the issuing entity. These loan combinations,including the Miami Design District Mortgage Loan and the 261-275 AmsterdamAvenue Mortgage Loan, are being serviced and administered pursuant to thePooling and Servicing Agreement, which is incorporated by reference as Exhibit4.1 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 Grace Building Mortgage Loan, whichconstituted approximately 1.5% of the asset pool of the issuing entity as ofits cut-off date.  The Grace Building Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the GraceBuilding Mortgage Loan, twenty other *pari passu* loans and foursubordinate companion loans, which are not assets of the issuing entity. A *paripassu* portion of the loan combination was securitized in the Grace Trust2020-GRCE transaction (the “Grace Trust 2020-GRCE Transaction”). Thisloan combination, including the Grace Building Mortgage Loan, is being servicedand administered pursuant to the trust and servicing agreement for the GraceTrust 2020-GRCE Transaction, which is incorporated by reference as Exhibit 4.2to 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 Pathline Park 9 & 10 Mortgage Loan andthe Extra Space Rock N' Roll Self Storage Portfolio Mortgage Loan, whichconstituted approximately 4.0% and 1.8%, respectively, of the asset pool of theissuing entity as of its cut-off date.  The Pathline Park 9 & 10Mortgage Loan and the Extra Space Rock N' Roll Self Storage Portfolio MortgageLoan are each an asset of the issuing entity and are each part of a loancombination that includes (a) with respect to the Pathline Park 9 & 10Mortgage Loan, one other *pari passu* loan, which is not an asset of theissuing entity or (b) with respect to the Extra Space Rock N' Roll Self StoragePortfolio Mortgage Loan, three other *pari passu* loans, which are notassets of the issuing entity. A *pari passu* portion of each loancombination was securitized in the Bank 2021-BNK32 transaction, Commission FileNumber 333-227446-13 (the “BANK 2021-BNK32 Transaction”). These loancombinations, including the Pathline Park 9 & 10 Mortgage Loan and theExtra Space Rock N' Roll Self Storage Portfolio Mortgage Loan, are beingserviced and administered pursuant to the pooling and servicing agreement forthe BANK 2021-BNK32 Transaction, which is incorporated by reference as Exhibit4.3 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 909 Third Avenue Mortgage Loan, whichconstituted approximately 5.0% of the asset pool of the issuing entity as ofits cut-off date.  The 909 Third Avenue Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the 909 ThirdAvenue Mortgage Loan, four other *pari passu* loans and three subordinatecompanion loans, which are not assets of the issuing entity. A *pari passu*portion of the loan combination was securitized in the NYC Commercial MortgageTrust 2021-909 transaction (the “NYC 2021-909 Transaction”). This loancombination, including the 909 Third Avenue Mortgage Loan, is being servicedand administered pursuant to the trust and servicing agreement for the NYC2021-909 Transaction, which is incorporated by reference as Exhibit 4.4 to thisAnnual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Equus Industrial Portfolio Mortgage Loan,which constituted approximately 7.0% of the asset pool of the issuing entity asof its cut-off date.  The Equus Industrial Portfolio Mortgage Loan is anasset of the issuing entity and is part of a loan combination that includes theEquus Industrial Portfolio Mortgage Loan, one other *pari passu* loan andten subordinate companion loans, which are not assets of the issuing entity.This loan combination, including the Equus Industrial Portfolio Mortgage Loan,was serviced under the Pooling and Servicing Agreement for the issuing entityprior to the closing of the securitization of the other *pari passu*portion of the Equus Industrial Portfolio loan combination in the Benchmark2021-B26 Mortgage Trust transaction, Commission File Number 333-226943-10 (the“Benchmark 2021-B26 Transaction”).  After the closing of theBenchmark 2021-B26 Transaction on May 27, 2021, this loan combination,including the Equus Industrial Portfolio Mortgage Loan was, and will continueto be, serviced and administered pursuant to the pooling and servicingagreement with respect to the Benchmark 2021-B26 Transaction, which isincorporated by reference as Exhibit 4.5 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 identified herein. If this report does not identify a separate primary servicer, the servicercompliance statement provided by the master servicer under any such agreementalso encompasses its responsibilities as primary servicer of the relatedmortgage loan or mortgage loans.

Wells Fargo Bank, NationalAssociation is the master servicer and certificate administrator of themortgage loans serviced under the Pooling and Servicing Agreement and theprimary servicer of the Pathline Park 9 & 10 Mortgage Loan, the Extra SpaceRock N' Roll Self Storage Portfolio Mortgage Loan and the Grace BuildingMortgage Loan. As a result, Wells Fargo Bank, National Association is a“servicer” as defined in Item 1108(a)(2)(iii) of Regulation AB, in thecapacities described above, because it is servicing mortgage loans thatconstituted 10% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria,accountants’ attestation reports and servicer compliance statements deliveredby Wells Fargo Bank, National Association in the capacities described above arelisted in the Exhibit Index.

Wells Fargo Bank, National Association is the custodian ofthe mortgage loans serviced under the Pooling and Servicing Agreement, theEquus Industrial Portfolio Mortgage Loan, the Pathline Park 9 & 10 MortgageLoan, the Extra Space Rock N' Roll Self Storage Portfolio Mortgage Loan and theGrace Building Mortgage Loan.  As a result, Wells Fargo Bank, NationalAssociation is a servicing function participant in the capacities describedabove, because it is servicing mortgage loans that constituted 5% or more ofthe assets of the issuing entity as of its cut-off date. The assessments ofcompliance with applicable servicing criteria and accountants’ attestationreports delivered by Wells Fargo Bank, National Association in the capacitiesdescribed above are listed in the Exhibit Index.

Park Bridge Lender Services LLC is the operating advisor ofthe mortgage loans serviced under the Pooling and Servicing Agreement, theEquus Industrial Portfolio Mortgage Loan, the Pathline Park 9 & 10 MortgageLoan, the Extra Space Rock N' Roll Self Storage Portfolio Mortgage Loan and theGrace Building Mortgage Loan.  As a result, Park Bridge Lender ServicesLLC is a servicing function participant in the capacities described above,because it is servicing mortgage loans that constituted 5% or more of theassets of the issuing entity as of its cut-off date. The assessments ofcompliance with applicable servicing criteria and accountants’ attestationreports delivered by Park Bridge Lender Services LLC in the capacitiesdescribed above are listed in the Exhibit Index.

Rialto Capital Advisors, LLC isthe special servicer of the mortgage loans serviced under the Pooling andServicing Agreement, the Pathline Park 9 & 10 Mortgage Loan and the ExtraSpace Rock N' Roll Self Storage Portfolio Mortgage Loan. As a result, RialtoCapital Advisors, LLC is a “servicer” as defined in Item 1108(a)(2)(iii) ofRegulation 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 Rialto Capital Advisors, LLC in the capacities described above arelisted in the Exhibit Index.

Situs Holdings, LLC is the specialservicer of the Equus Industrial Portfolio Mortgage Loan and the Grace BuildingMortgage Loan.  These mortgage loans constitute more than 5%, but lessthan 10%, of the pool assets of the issuing entity.  Therefore, theDepositor included in this Annual Report on Form 10-K an assessment ofcompliance with applicable servicing criteria for Situs Holdings, LLC and anaccountants’ attestation report pursuant to Item 1122 of Regulation AB becauseSitus Holdings, LLC is servicing more than 5% of the pool assets. However, the Depositor is not required to include in this Annual Report on Form10-K a servicer compliance statement pursuant to Item 1123 of Regulation AB ofSitus Holdings, LLC because Situs Holdings, LLC is an unaffiliated servicerservicing less than 10% of pool assets.

KeyBank National Association isthe primary servicer and special servicer of the 909 Third Avenue Mortgage Loanand the primary servicer of the Equus Industrial Portfolio Mortgage Loan. As aresult, 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.

Wells Fargo Bank, NationalAssociation acts as trustee of the Equus Industrial Portfolio MortgageLoan.  Pursuant to the pooling and servicing agreement for the Benchmark2021-B26 Transaction, the trustee is required to provide an assessment ofcompliance with applicable servicing criteria solely with respect to Item1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guaranteesregarding collections, cash flows or distributions, and any interest or otherfees charged for such advances, are made, reviewed and approved as specified inthe transaction agreements). However, during the reporting period, the trusteedid not perform any servicing function with respect to the servicing criteriaspecified in Item 1122(d)(2)(iii) of Regulation AB.  The master serviceror the special servicer, to the extent required, performed the servicingfunction identified with respect to Item 1122(d)(2)(iii) of Regulation AB, andeach such party included Item 1122(d)(2)(iii) of Regulation AB in theassessment of compliance with applicable servicing criteria and accountant’sattestation report for the subject transaction.  As a result, this AnnualReport on Form 10-K does not include an assessment of compliance withapplicable servicing criteria of the trustee. One or more other servicers ofthe Equus Industrial Portfolio Mortgage Loan have delivered one or moreassessments of compliance with respect to Item 1122(d)(2)(iii) of RegulationAB.

Wilmington Trust, NationalAssociation acts as trustee of the mortgage loans serviced under the Poolingand Servicing Agreement, the Grace Building Mortgage Loan, the Pathline Park 9& 10 Mortgage Loan, the Extra Space Rock N' Roll Self Storage PortfolioMortgage Loan and the 909 Third Avenue Mortgage Loan.  Pursuant to thePooling and Servicing Agreement, the trust and servicing agreement for the GraceTrust 2020-GRCE Transaction, the pooling and servicing agreement for the BANK2021-BNK32 Transaction and the trust and servicing agreement for the NYC2021-909 Transaction, the trustee is required to provide an assessment ofcompliance with applicable servicing criteria solely with respect to Item1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guaranteesregarding collections, cash flows or distributions, and any interest or otherfees charged for such advances, are made, reviewed and approved as specified inthe transaction agreements). However, during the reporting period, the trusteedid not perform any servicing function with respect to the servicing criteriaspecified in Item 1122(d)(2)(iii) of Regulation AB.  The master serviceror the special servicer, to the extent required, performed the servicingfunction identified with respect to Item 1122(d)(2)(iii) of Regulation AB, andeach such party included Item 1122(d)(2)(iii) of Regulation AB in theassessment of compliance with applicable servicing criteria and accountant’sattestation report for the subject transaction.  As a result, this AnnualReport on Form 10-K does not include an assessment of compliance withapplicable servicing criteria of the trustee. One or more other servicers ofthe mortgage loans serviced under the Pooling and Servicing Agreement, theGrace Building Mortgage Loan, the Pathline Park 9 & 10 Mortgage Loan, theExtra Space Rock N' Roll Self Storage Portfolio Mortgage Loan and the 909 ThirdAvenue Mortgage Loan have delivered one or more assessments of compliance withrespect 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  This entrywas engaged by the master servicer under the Pooling and Servicing Agreementand the primary servicer of the Grace Building Mortgage Loan, the Pathline Park9 & 10 Mortgage Loan and the Extra Space Rock N' Roll Self Storage PortfolioMortgage 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 vendorare “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.  SeeCompliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

This AnnualReport on Form 10-K includes an assessment of compliance with applicableservicing criteria and an accountant’s attestation report from U.S. Bank,National Association. This entity was engaged by Citibank, N.A., as custodianof the 909 Third Avenue Mortgage Loan to perform certain custodial services.These custodial services are servicing functions included within the servicingcriteria set forth in Items 1122(d)(4)(i) and 1122(d)(4)(ii) of Regulation AB.Therefore, under the principles-based definition of “servicer” set forth inItem 1101(j) or Regulation AB that looks to the functions that an entityperforms, this vendor is a “servicer” for the purposes of Item 1122 ofRegulation AB. *See* Compliance and Disclosure Interpretations, Section301.01 (Item 1101(j)).

The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements of the certificate administrator of the Grace BuildingMortgage Loan, the Pathline Park 9 & 10 Mortgage Loan, the Extra Space RockN' Roll Self Storage Portfolio Mortgage Loan, the Equus Industrial PortfolioMortgage Loan and the 909 Third Avenue 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 Grace Building Mortgage Loan and the EquusIndustrial Portfolio Mortgage Loan, the servicer compliance statements of SitusHoldings, LLC as special servicer of the Grace Building Mortgage Loan and theEquus Industrial Portfolio 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 becauseit is an unaffiliated party that is not a “servicer” that meets the criteria inItem 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 of FinancialCondition 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 creditenhancement or other support for the certificates within this transaction asdescribed under 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. Inaddition, Park Royal I LLC and Park Royal II LLC have filed complaints in NewYork state court alleging Wells Fargo Bank, N.A., as trustee, failed to takeappropriate actions upon learning of defective mortgage loan documentation. InMarch 2021, the Company entered into an agreement to resolve the case filed bythe NCUA.

 

In addition 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 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 May 20, 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 Zto 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 Grace Building Mortgage Loan,which is being serviced and administered pursuant to the trust and servicingagreement for the Grace Trust 2020-GRCE Transaction, are attached hereto underItem 15 to this Annual Report on Form 10-K. Attached as Schedule I to the trustand servicing agreement for the Grace Trust 2020-GRCE Transaction incorporatedby reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the GraceTrust 2020-GRCE Transaction responsible for each applicable servicing criteriaset 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 Pathline Park 9 & 10 MortgageLoan and the Extra Space Rock N' Roll Self Storage Portfolio Mortgage Loan, whichare being serviced and administered pursuant to the pooling and servicingagreement for the BANK 2021-BNK32 Transaction, are attached hereto under Item15 to this Annual Report on Form 10-K. Attached as Exhibit Z to the pooling andservicing agreement for the BANK 2021-BNK32 Transaction incorporated byreference as Exhibit 4.3 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the BANK2021-BNK32 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 909 Third Avenue Mortgage Loan, whichis being serviced and administered pursuant to the trust and servicingagreement for the NYC 2021-909 Transaction, are attached hereto under Item 15to this Annual Report on Form 10-K. Attached as Exhibit L to the trust andservicing agreement for the NYC 2021-909 Transaction incorporated by referenceas Exhibit 4.4 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the NYC 2021-909 Transactionresponsible for each applicable 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 Equus Industrial PortfolioMortgage Loan, which is being serviced and administered pursuant to the poolingand servicing agreement for the Benchmark 2021-B26 Transaction, are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as ScheduleII to the pooling and servicing agreement for the Benchmark 2021-B26Transaction incorporated by reference as Exhibit 4.5 to this Annual Report onForm 10-K is a chart identifying the entities participating in a servicingfunction for the Benchmark 2021-B26 Transaction responsible for each applicableservicing criteria set forth 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 May 1, 2021, between Banc of AmericaMerrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, NationalAssociation, as General Master Servicer, Rialto Capital Advisors, LLC, asGeneral Special Servicer, National Cooperative Bank, N.A., as NCB MasterServicer and as NCB Special Servicer, Wells Fargo Bank, National Association,as Certificate Administrator, Wilmington Trust, National Association, asTrustee, and Park Bridge Lender Services LLC, as Operating Advisor and as AssetRepresentations Reviewer (filed as Exhibit 4.1 to the registrant’s CurrentReport on Form 8-K filed on May 20, 2021 under Commission File No.333-228375-06 and incorporated by reference herein).

4.2          Trustand Servicing Agreement, dated as of November 18, 2020, among Banc of AmericaMerrill Lynch Large Loan, Inc., as Depositor, Wells Fargo Bank, NationalAssociation, as Servicer, Situs Holdings, LLC, as Special Servicer, WilmingtonTrust, National Association, as Trustee, Wells Fargo Bank, NationalAssociation, as Certificate Administrator, as Paying Agent and as Custodian,and Park Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit 4.4to the registrant’s Current Report on Form 8-K filed on May 20, 2021 underCommission File No. 333-228375-06 and incorporated by reference herein).

4.3          Poolingand Servicing Agreement, dated as of March 1, 2021, between Morgan StanleyCapital I Inc., as Depositor, Wells Fargo Bank, National Association, asGeneral Master Servicer, Rialto Capital Advisors, LLC, as General SpecialServicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCBSpecial Servicer, Wells Fargo Bank, National Association, as CertificateAdministrator, Wilmington Trust, National Association, as Trustee, and ParkBridge Lender Services LLC, as Operating Advisor and as Asset RepresentationsReviewer (filed as Exhibit 4.3 to the registrant’s Current Report on Form 8-K/Afiled on February 14, 2022 under Commission File No. 333-228375-06 andincorporated by reference herein).

4.4          Trustand Servicing Agreement, dated as of April 6, 2021, among Citigroup CommercialMortgage Securities Inc., as Depositor, KeyBank National Association, asServicer, KeyBank National Association, as Special Servicer, Wilmington Trust,National Association, as Trustee, and Citibank, N.A., as CertificateAdministrator (filed as Exhibit 4.2 to the registrant’s Current Report on Form8-K filed on May 20, 2021 under Commission File No. 333-228375-06 andincorporated by reference herein).

4.5          Poolingand Servicing Agreement, dated as of May 1, 2021, between Deutsche Mortgage& Asset Receiving Corporation, as Depositor, KeyBank National Association,as Master Servicer, KeyBank National Association, as General Special Servicer,Situs Holdings, LLC, as Equus Industrial Portfolio Special Servicer, WellsFargo Bank, National Association, as Trustee, Wells Fargo Bank, NationalAssociation, as Certificate Administrator, Paying Agent and Custodian, and ParkBridge Lender Services LLC, as Operating Advisor and Asset RepresentationsReviewer (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-Kfiled on May 28, 2021 under Commission File No. 333-228375-06 and incorporatedby reference herein).    

4.6          Amendedand Restated Agreement Between Noteholders, dated as of May 18, 2021, by andamong Bank of America, N.A., as Note A-1 Holder, Bank of America, N.A., as NoteA-12 Holder, Bank of America, N.A., as Note A-14 Holder, Bank of America, N.A.,as Note A-15 Holder, Wilmington Trust, National Association, as Trustee for theBenefit of the Registered Holders of BANK 2020-BNK30, Commercial MortgagePass-Through Certificates, Series 2020-BNK30, as Note A-3 Holder and as NoteA-6 Holder, Wilmington Trust, National Association, as Trustee for the Benefitof the Registered Holders of BANK 2021-BNK31, Commercial Mortgage Pass-Through Certificates,Series 2021-BNK31, as Note A-2 Holder and as Note A-7 Holder, Wilmington Trust,National Association, as Trustee for the Benefit of the Registered Holders ofBANK 2021-BNK32, Commercial Mortgage Pass-Through Certificates, Series2021-BNK32, as Note A-4 Holder, as Note A-8 Holder, as Note A-10 Holder and asNote A-11 Holder, Wells Fargo Bank, National Association, as Trustee on Behalfof the Registered Holders of CSAIL 2021-C20 Commercial Mortgage Pass-ThroughCertificates, Series 2021-C20, as Note A-5 Holder, as Note A-9 Holder, and asNote A-13 Holder, and CF MDD Holdings LLC, as Note B Holder (filed as Exhibit4.5 to the registrant’s Current Report on Form 8-K filed on May 20, 2021 underCommission File No. 333-228375-06 and incorporated by reference herein).

4.7          Amendedand Restated Agreement Between Noteholders, dated as of May 12, 2021, by andbetween Goldman Sachs Bank USA, as Initial Note A-1-A Holder and as InitialAgent, Goldman Sachs Bank USA, as Initial Note A-1-B Holder Morgan StanleyBank, N.A., as Initial Note A-2 Holder, Prima Mortgage Investment Trust, LLC,as Initial Note B-1-A Holder, Prima Mortgage Investment Trust, LLC, as InitialNote B-2-A Holder, New York State Teachers’ Retirement System, as Initial NoteB-1-B Holder, New York State Teachers’ Retirement System, as Initial Note B-2-BHolder, Wilton Reassurance Company, as Initial Note B-1-C Holder, WiltonReassurance Company, as Initial Note B-2-C Holder, Highmark, Inc., as InitialNote B-1-D Holder, Highmark, Inc., as Initial Note B-2-D Holder, Wilcac LifeInsurance Company, as Initial Note B-1-E Holder, and Wilcac Life InsuranceCompany, as Initial Note B-2-E Holder (filed as Exhibit 4.6 to the registrant’sCurrent Report on Form 8-K filed on May 20, 2021 under Commission File No.333-228375-06 and incorporated by reference herein).

4.8          AgreementBetween Note Holders, dated as of May 20, 2021, by and between Morgan StanleyBank, N.A., as Initial Note A-1 Holder, Morgan Stanley Bank, N.A., asInitial Note A-2 Holder, and Morgan Stanley Mortgage Capital HoldingsLLC, as Initial Agent (filed as Exhibit 4.7 to the registrant’s Current Reporton Form 8-K filed on May 20, 2021 under Commission File No. 333-228375-06 andincorporated by reference herein).

4.9          AgreementBetween Noteholders, dated as of April 6, 2021, by and among Citi Real EstateFunding Inc., as Initial Note A-1 Holder, Initial Note A-4 Holder and InitialAgent, Bank of America, N.A., as Initial Note A-2 Holder and Initial Note A-5Holder, BMO Harris Bank N.A., as Initial Note A-3 Holder, Citi Real EstateFunding Inc., as Initial Note B-1 Holder, Bank of America, N.A., as InitialNote B-2 Holder, and BMO Harris Bank N.A., as Initial Note B-3 Holder (filed asExhibit 4.8 to the registrant’s Current Report on Form 8-K filed on May 20,2021 under Commission File No. 333-228375-06 and incorporated by referenceherein).

4.10        AgreementBetween Note Holders, dated as of March 24, 2021, by and between Wells FargoBank, National Association, as Initial Note A-1 Holder, Wells Fargo Bank, NationalAssociation, as Initial Note A-2 Holder, and Wells Fargo Bank, NationalAssociation, as Initial Note A-3 Holder (filed as Exhibit 4.9 to theregistrant’s Current Report on Form 8-K filed on May 20, 2021 under CommissionFile No. 333-228375-06 and incorporated by reference herein).

4.11        AgreementBetween Note Holders, dated as of March 1, 2021, by and between Bank ofAmerica, National Association, as Initial Note A-1 Holder, Bank of America,National Association, as Initial Note A-2 Holder, Bank of America, NationalAssociation, as Initial Note A-3 Holder, and Bank of America, NationalAssociation, as Initial Note A-4 Holder (filed as Exhibit 4.10 to theregistrant’s Current Report on Form 8-K filed on May 20, 2021 under CommissionFile No. 333-228375-06 and incorporated by reference herein).

4.12        Co-LenderAgreement, dated as of November 18, 2020, by and among Bank of America,National Association, as an Initial Note A Holder, JPMorgan Chase Bank,National Association, as an Initial Note A Holder, Column Financial, Inc., asan Initial Note A Holder, DBR Investments Co. Limited, as an Initial Note AHolder, Bank of America, National Association, as Initial Note B-1 Holder,JPMorgan Chase Bank, National Association, as Initial Note B-2 Holder, ColumnFinancial, Inc., as Initial Note B-3 Holder and DBR Investments Co. Limited, asInitial Note B-4 Holder (filed as Exhibit 4.11 to the registrant’s CurrentReport on Form 8-K filed on May 20, 2021 under Commission File No.333-228375-06 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        Wells Fargo Bank, National Association, as GeneralMaster Servicer

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

33.3        Rialto Capital Advisors, LLC, as General SpecialServicer

33.4         National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 33.2)

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

33.6        Wells Fargo Bank, National Association, asCertificate Administrator

33.7        Wells Fargo Bank, National Association, asCustodian

33.8        Park Bridge Lender Services LLC, as OperatingAdvisor

33.9        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

33.10      Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator on andafter November 1, 2021

 

33.11       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian on and after November 1, 2021

 

33.12       Wells Fargo Bank, National Association, as PrimaryServicer of the Miami Design District Mortgage Loan (see Exhibit 33.1)

 

33.13       Rialto Capital Advisors, LLC, as Special Servicer ofthe Miami Design District Mortgage Loan (see Exhibit 33.3)

33.14      Wilmington Trust, National Association, as Trustee of the Miami Design DistrictMortgage Loan (Omitted. See Explanatory Notes.)

33.15       Wells Fargo Bank, National Association, as Custodianof the Miami Design District Mortgage Loan (see Exhibit 33.7)

33.16       Park Bridge Lender Services LLC, as Operating Advisorof the Miami Design District Mortgage Loan (see Exhibit 33.8)

33.17       CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Miami Design District Mortgage Loan (see Exhibit 33.9)

33.18       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian on and after November 1, 2021(see Exhibit 33.11)

33.19       Wells Fargo Bank, National Association, as PrimaryServicer of the 261-275 Amsterdam Avenue Mortgage Loan (see Exhibit 33.1)

33.20       Rialto Capital Advisors, LLC, as Special Servicer ofthe 261-275 Amsterdam Avenue Mortgage Loan (see Exhibit 33.3)

33.21      Wilmington Trust, National Association, as Trustee of the 261-275 AmsterdamAvenue Mortgage Loan (Omitted. See Explanatory Notes.)

33.22       Wells Fargo Bank, National Association, as Custodianof the 261-275 Amsterdam Avenue Mortgage Loan (see Exhibit 33.7)

33.23       Park Bridge Lender Services LLC, as Operating Advisorof the 261-275 Amsterdam Avenue Mortgage Loan (see Exhibit 33.8)

33.24       CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 261-275 Amsterdam Avenue Mortgage Loan (see Exhibit 33.9)

33.25       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian on and after November 1, 2021(see Exhibit 33.11)

33.26       Wells Fargo Bank, National Association, as PrimaryServicer of the Grace Building Mortgage Loan (see Exhibit 33.1)

33.27       Situs Holdings, LLC, as Special Servicer of the GraceBuilding Mortgage Loan

33.28      Wilmington Trust, National Association, as Trustee of the Grace BuildingMortgage Loan (Omitted. See Explanatory Notes.)

33.29       Wells Fargo Bank, National Association, as Custodianof the Grace Building Mortgage Loan (see Exhibit 33.7)

33.30       Park Bridge Lender Services LLC, as Operating Advisorof the Grace Building Mortgage Loan (see Exhibit 33.8)

33.31       CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Grace Building Mortgage Loan (see Exhibit 33.9)

33.32       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian on and after November 1, 2021(see Exhibit 33.11)

33.33       Wells Fargo Bank, National Association, as PrimaryServicer of the Pathline Park 9 & 10 Mortgage Loan (see Exhibit 33.1)

33.34       Rialto Capital Advisors, LLC, as Special Servicer ofthe Pathline Park 9 & 10 Mortgage Loan (see Exhibit 33.3)

33.35      Wilmington Trust, National Association, as Trustee of the Pathline Park 9 &10 Mortgage Loan (Omitted. See Explanatory Notes.)

33.36       Wells Fargo Bank, National Association, as Custodianof the Pathline Park 9 & 10 Mortgage Loan (see Exhibit 33.7)

33.37       Park Bridge Lender Services LLC, as Operating Advisorof the Pathline Park 9 & 10 Mortgage Loan (see Exhibit 33.8)

33.38       CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Pathline Park 9 & 10 Mortgage Loan (see Exhibit 33.9)

33.39       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian on and after November 1, 2021(see Exhibit 33.11)

33.40       Wells Fargo Bank, National Association, as PrimaryServicer of the Extra Space Rock N' Roll Self Storage Portfolio Mortgage Loan(see Exhibit 33.1)

33.41       Rialto Capital Advisors, LLC, as Special Servicer ofthe Extra Space Rock N' Roll Self Storage Portfolio Mortgage Loan (see Exhibit33.3)

33.42       WilmingtonTrust, National Association, as Trustee of the Extra Space Rock N' Roll SelfStorage Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

33.43       Wells Fargo Bank, National Association, as Custodianof the Extra Space Rock N' Roll Self Storage Portfolio Mortgage Loan (seeExhibit 33.7)

33.44       Park Bridge Lender Services LLC, as Operating Advisorof the Extra Space Rock N' Roll Self Storage Portfolio Mortgage Loan (seeExhibit 33.8)

33.45       CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Extra Space Rock N' Roll Self Storage Portfolio MortgageLoan (see Exhibit 33.9)

33.46       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian on and after November 1, 2021(see Exhibit 33.11)

33.47       KeyBank National Association, as Primary Servicer ofthe 909 Third Avenue Mortgage Loan

33.48       KeyBank National Association, as Special Servicer ofthe 909 Third Avenue Mortgage Loan (see Exhibit 33.47)

33.49      Wilmington Trust, National Association, as Trustee of the 909 Third AvenueMortgage Loan (Omitted. See Explanatory Notes.)

33.50       Citibank, N.A., as Custodian of the 909 Third AvenueMortgage Loan

33.51       U.S. Bank National Association, as Servicing FunctionParticipant of the 909 Third Avenue Mortgage Loan

33.52       KeyBank National Association, as Primary Servicer ofthe Equus Industrial Portfolio Mortgage Loan (see Exhibit 33.47)

33.53       Situs Holdings, LLC, as Special Servicer of the EquusIndustrial Portfolio Mortgage Loan (see Exhibit 33.27)

33.54      Wells Fargo Bank, National Association, as Trustee of the Equus IndustrialPortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

33.55       Wells Fargo Bank, National Association, as Custodianof the Equus Industrial Portfolio Mortgage Loan (see Exhibit 33.7)

33.56       Park Bridge Lender Services LLC, as Operating Advisorof the Equus Industrial Portfolio Mortgage Loan (see Exhibit 33.8)

33.57      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.11)

 

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

34.1        Wells Fargo Bank, National Association, as GeneralMaster Servicer

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

34.3        Rialto Capital Advisors, LLC, as General SpecialServicer

34.4         National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 34.2)

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

34.6        Wells Fargo Bank, National Association, asCertificate Administrator

34.7        Wells Fargo Bank, National Association, asCustodian

34.8        Park Bridge Lender Services LLC, as OperatingAdvisor

34.9        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

34.10      Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator on andafter November 1, 2021

 

34.11       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian on and after November 1, 2021

 

34.12       Wells Fargo Bank, National Association, as PrimaryServicer of the Miami Design District Mortgage Loan (see Exhibit 34.1)

34.13       Rialto Capital Advisors, LLC, as Special Servicer ofthe Miami Design District Mortgage Loan (see Exhibit 34.3)

34.14      Wilmington Trust, National Association, as Trustee of the Miami Design DistrictMortgage Loan (Omitted. See Explanatory Notes.)

34.15       Wells Fargo Bank, National Association, as Custodianof the Miami Design District Mortgage Loan (see Exhibit 34.7)

34.16       Park Bridge Lender Services LLC, as Operating Advisorof the Miami Design District Mortgage Loan (see Exhibit 34.8)

34.17       CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Miami Design District Mortgage Loan (see Exhibit 34.9)

34.18       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian on and after November 1, 2021(see Exhibit 34.11)

34.19       Wells Fargo Bank, National Association, as PrimaryServicer of the 261-275 Amsterdam Avenue Mortgage Loan (see Exhibit 34.1)

34.20       Rialto Capital Advisors, LLC, as Special Servicer ofthe 261-275 Amsterdam Avenue Mortgage Loan (see Exhibit 34.3)

34.21       WilmingtonTrust, National Association, as Trustee of the 261-275 Amsterdam AvenueMortgage Loan (Omitted. See Explanatory Notes.)

34.22       Wells Fargo Bank, National Association, as Custodianof the 261-275 Amsterdam Avenue Mortgage Loan (see Exhibit 34.7)

34.23       Park Bridge Lender Services LLC, as Operating Advisorof the 261-275 Amsterdam Avenue Mortgage Loan (see Exhibit 34.8)

34.24       CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 261-275 Amsterdam Avenue Mortgage Loan (see Exhibit 34.9)

34.25       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian on and after November 1, 2021(see Exhibit 34.11)

34.26       Wells Fargo Bank, National Association, as PrimaryServicer of the Grace Building Mortgage Loan (see Exhibit 34.1)

34.27       Situs Holdings, LLC, as Special Servicer of the GraceBuilding Mortgage Loan

34.28      Wilmington Trust, National Association, as Trustee of the Grace BuildingMortgage Loan (Omitted. See Explanatory Notes.)

34.29       Wells Fargo Bank, National Association, as Custodianof the Grace Building Mortgage Loan (see Exhibit 34.7)

34.30       Park Bridge Lender Services LLC, as Operating Advisorof the Grace Building Mortgage Loan (see Exhibit 34.8)

34.31       CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Grace Building Mortgage Loan (see Exhibit 34.9)

34.32       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian on and after November 1, 2021(see Exhibit 34.11)

34.33       Wells Fargo Bank, National Association, as PrimaryServicer of the Pathline Park 9 & 10 Mortgage Loan (see Exhibit 34.1)

34.34       Rialto Capital Advisors, LLC, as Special Servicer ofthe Pathline Park 9 & 10 Mortgage Loan (see Exhibit 34.3)

34.35      Wilmington Trust, National Association, as Trustee of the Pathline Park 9 &10 Mortgage Loan (Omitted. See Explanatory Notes.)

34.36       Wells Fargo Bank, National Association, as Custodianof the Pathline Park 9 & 10 Mortgage Loan (see Exhibit 34.7)

34.37       Park Bridge Lender Services LLC, as Operating Advisorof the Pathline Park 9 & 10 Mortgage Loan (see Exhibit 34.8)

34.38       CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Pathline Park 9 & 10 Mortgage Loan (see Exhibit 34.9)

34.39       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian on and after November 1, 2021(see Exhibit 34.11)

34.40       Wells Fargo Bank, National Association, as PrimaryServicer of the Extra Space Rock N' Roll Self Storage Portfolio Mortgage Loan(see Exhibit 34.1)

34.41       Rialto Capital Advisors, LLC, as Special Servicer ofthe Extra Space Rock N' Roll Self Storage Portfolio Mortgage Loan (see Exhibit34.3)

34.42      Wilmington Trust, National Association, as Trustee of the Extra Space Rock N'Roll Self Storage Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

34.43       Wells Fargo Bank, National Association, as Custodianof the Extra Space Rock N' Roll Self Storage Portfolio Mortgage Loan (seeExhibit 34.7)

34.44       Park Bridge Lender Services LLC, as Operating Advisorof the Extra Space Rock N' Roll Self Storage Portfolio Mortgage Loan (seeExhibit 34.8)

34.45       CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Extra Space Rock N' Roll Self Storage Portfolio MortgageLoan (see Exhibit 34.9)

34.46       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian on and after November 1, 2021(see Exhibit 34.11)

34.47       KeyBank National Association, as Primary Servicer ofthe 909 Third Avenue Mortgage Loan

34.48       KeyBank National Association, as Special Servicer ofthe 909 Third Avenue Mortgage Loan (see Exhibit 34.47)

34.49      Wilmington Trust, National Association, as Trustee of the 909 Third AvenueMortgage Loan (Omitted. See Explanatory Notes.)

34.50       Citibank, N.A., as Custodian of the 909 Third AvenueMortgage Loan

34.51       U.S. Bank National Association, as Servicing FunctionParticipant of the 909 Third Avenue Mortgage Loan

34.52       KeyBank National Association, as Primary Servicer ofthe Equus Industrial Portfolio Mortgage Loan (see Exhibit 34.47)

34.53       Situs Holdings, LLC, as Special Servicer of the EquusIndustrial Portfolio Mortgage Loan (see Exhibit 34.27)

34.54      Wells Fargo Bank, National Association, as Trustee of the Equus IndustrialPortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

34.55       Wells Fargo Bank, National Association, as Custodianof the Equus Industrial Portfolio Mortgage Loan (see Exhibit 34.7)

34.56       Park Bridge Lender Services LLC, as Operating Advisorof the Equus Industrial Portfolio Mortgage Loan (see Exhibit 34.8)        

34.57      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.11)

 

35           Servicer compliance statements.

 

35.1        Wells Fargo Bank, National Association, as GeneralMaster Servicer

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

35.3        Rialto Capital Advisors, LLC, as General SpecialServicer

35.4        National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 35.2)

35.5        Wells Fargo Bank, National Association, asCertificate Administrator

35.6        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator on andafter November 1, 2021

 

35.7         Wells Fargo Bank, National Association, as PrimaryServicer of the Miami Design District Mortgage Loan (see Exhibit 35.1)

 

35.8        Rialto Capital Advisors, LLC, as Special Servicerof the Miami Design District Mortgage Loan (see Exhibit 35.3)

35.9        Wells Fargo Bank, National Association, as Primary Servicerof the 261-275 Amsterdam Avenue Mortgage Loan (see Exhibit 35.1)

35.10       Rialto Capital Advisors, LLC, as Special Servicer ofthe 261-275 Amsterdam Avenue Mortgage Loan (see Exhibit 35.3)

35.11       Wells Fargo Bank, National Association, as PrimaryServicer of the Grace Building Mortgage Loan (see Exhibit 35.1)

35.12      Situs Holdings, LLC, as Special Servicer of the Grace Building Mortgage Loan(Omitted. See Explanatory Notes.)

35.13       Wells Fargo Bank, National Association, as PrimaryServicer of the Pathline Park 9 & 10 Mortgage Loan (see Exhibit 35.1)

35.14       Rialto Capital Advisors, LLC, as Special Servicer ofthe Pathline Park 9 & 10 Mortgage Loan (see Exhibit 35.3)

35.15       Wells Fargo Bank, National Association, as PrimaryServicer of the Extra Space Rock N' Roll Self Storage Portfolio Mortgage Loan(see Exhibit 35.1)

35.16       Rialto Capital Advisors, LLC, as Special Servicer ofthe Extra Space Rock N' Roll Self Storage Portfolio Mortgage Loan (see Exhibit35.3)

35.17       KeyBank National Association, as Primary Servicer ofthe 909 Third Avenue Mortgage Loan

35.18       KeyBank National Association, as Special Servicer ofthe 909 Third Avenue Mortgage Loan (see Exhibit 35.17)

35.19       KeyBank National Association, as Primary Servicer ofthe Equus Industrial Portfolio Mortgage Loan (see Exhibit 35.17)

35.20      Situs Holdings, LLC, as Special Servicer of the Equus Industrial PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

99.1        MortgageLoan Purchase Agreement, dated and effective as of May 7, 2021, by and betweenBank of America, National Association and Banc of America Merrill LynchCommercial Mortgage Inc. (filed as Exhibit 99.1 to the registrant’s CurrentReport on Form 8-K filed on May 20, 2021 under Commission File No.333-228375-06 and incorporated by reference herein).

99.2        MortgageLoan Purchase Agreement, dated and effective as of May 7, 2021, by and betweenWells Fargo Bank, National Association, and Banc of America Merrill LynchCommercial Mortgage Inc. (filed as Exhibit 99.2 to the registrant’s CurrentReport on Form 8-K filed on May 20, 2021 under Commission File No.333-228375-06 and incorporated by reference herein).

99.3        MortgageLoan Purchase Agreement, dated and effective as of May 7, 2021, by and betweenMorgan Stanley Mortgage Capital Holdings LLC and Banc of America Merrill LynchCommercial Mortgage Inc. (filed as Exhibit 99.3 to the registrant’s CurrentReport on Form 8-K filed on May 20, 2021 under Commission File No.333-228375-06 and incorporated by reference herein).

99.4        MortgageLoan Purchase Agreement, dated and effective as of May 7, 2021, by and betweenNational Cooperative Bank, N.A., and Banc of America Merrill Lynch CommercialMortgage Inc. (filed as Exhibit 99.4 to the registrant’s Current Report on Form8-K filed on May 20, 2021 under Commission File No. 333-228375-06 andincorporated by reference herein).

(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.

Banc of America Merrill LynchCommercial Mortgage Inc.(Depositor)

/s/ LelandF. Bunch, III

Leland F.Bunch, III, President and Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 15, 2022