**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, 2022OR**

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

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

 

 

 

**Commission file number:****333-227446-16**

 

**Central Index Key Number of the issuing entity:****0001872347**

 

**BANK 2021-BNK35**

**(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:0001541557**

 

**Morgan Stanley MortgageCapital Holdings LLC**

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

 

**Central Index Key Number of the sponsor:****0001102113**

 

**Bank of America, National Association**

**(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**                                                        | **38-4190467**

**38-4190468**

**38-7274767** |
|---------------------------------------------------------------------|------------------------------------------------|
| **(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 inRule 405 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 reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements 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.

 

If securities are registered pursuant to Section 12(b)of the Act, indicate by check mark whether the financial statements of the

registrantincluded in the filing reflect the correction of an error to previously issuedfinancial statements.

 

Not applicable.

 

Indicateby check mark whether any of those error corrections are restatements thatrequired a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).

 

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-BNK35 mortgage pool includesthe following mortgage loans, each of which is serviced pursuant to a separate poolingand servicing agreement (each, an “Outside Pooling and Servicing Agreement”):

 

 •   the Four ConstitutionSquare mortgage loan, the 375 Pearl Street mortgage loan, the ThreeConstitution Square mortgage loan, the U.S. Steel Tower mortgage loan, and the Fortune 7 Leased Campusmortgage loan, which are serviced pursuant to the BANK 2021-BNK34 pooling andservicing agreement 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 of RegulationAB:

 

•   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 agreement hascertain reporting obligations in respect of the related mortgage pool, it hasno obligation to collect or disburse funds in respect of the mortgage pool orto 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 delinquencythreshold has been met and the required percentage of certificateholders voteto direct a review of such delinquent mortgage loans, and has no obligation tocollect or disburse funds in respect of the mortgage pool, to administer any ofthe underlying 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 ofItem 1123 of Regulation AB.

 

•   NCB, N.A. as NCB masterservicer and NCB special servicer under the BANK 2021-BNK34 pooling andservicing agreement, only has obligations in respect of certain mortgage loanssold to the BANK 2021-BNK34 securitization trust by NCB, N.A. Such party has noobligations with respect to  any mortgage loan included in the BANK2021-BNK35 mortgage pool and therefore in such capacity does not constitute areporting “servicing function participant” for purposes of Item 1122 ofRegulation AB, as specified in the Instruction 3 to Item 1122, and does notconstitute a reporting “servicer” for purposes of Item 1123 of Regulation AB, asspecified in the Instruction to Item 1123.

 

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 as aservicing function participant in respect of the entire mortgage pool for thereporting period.

•   Wells Fargo Bank, NationalAssociation, as master servicer under the BANK 2021-BNK34 pooling and servicingagreement, pursuant to which the Four Constitution Square mortgage loan, the375 Pearl Street mortgage loan, the Three Constitution Square mortgage loan,the U.S. Steel Tower mortgage loan and the Fortune 7 Leased Campus mortgageloan are serviced, engaged the services of CoreLogic Solutions, LLC as aservicing function participant in respect of the Four Constitution Squaremortgage loan, the 375 Pearl Street mortgage loan, the Three ConstitutionSquare mortgage loan, the U.S. Steel Tower mortgage loan and the Fortune 7Leased Campus mortgage loan for the reporting period.

•   On November 1, 2021, pursuantto the second amended and restated servicing agreement attached hereto asExhibit 99.12, 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.**  | **[Reserved]**                                                                                                      |
|              |                                                                                                                |
| **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.                                                                                                               |
| **Item 9C.** | **Disclosure Regarding Foreign  Jurisdictions that Prevent Inspections.**                                           |
|              | 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 Financial Information.**

 

Noentity or group of affiliated entities provides any enhancement or othersupport for the certificates as described under Item 1114 (a) of Regulation AB.

 

**Item1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).**

 

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 (Phoenix Light) and certain relatedentities filed a complaint in the United States District Court for the SouthernDistrict of New York alleging claims against Wells Fargo Bank, N.A., in itscapacity as trustee for a number of residential mortgage-backed securities(RMBS) trusts. Complaints raising similar allegations have been filed byCommerzbank AG in the Southern District of New York and by IKB Internationaland IKB Deutsche Industriebank in New York state court. In each case, theplaintiffs allege that Wells Fargo Bank, N.A., 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 by appropriatestandards of care following alleged events of default. In July 2022, thedistrict court dismissed Phoenix Light’s claims and certain of the claimsasserted by Commerzbank AG, and subsequently entered judgment in each case infavor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light and CommerzbankAG appealed the district court’s decision to the United States Court of Appealsfor the Second Circuit. Wells Fargo Bank, N.A. previously settled two classactions filed by institutional investors and an action filed by the NationalCredit Union Administration with similar allegations. In addition, Park Royal ILLC and Park Royal II LLC have filed substantially similar lawsuits in New Yorkstate court alleging Wells Fargo Bank, N.A., as trustee, failed to takeappropriate actions upon learning of defective mortgage loan documentation.

 

**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 August 11, 2021. 

 

**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.

 

Thereport on assessment of compliance with applicable servicing criteria furnishedpursuant to Item 1122 of Regulation AB by KeyBank National Associationdiscloses that a material instance of noncompliance occurred, as describedbelow:

 

KeyBankNational Association (KeyBank) has identified the following material instanceof noncompliance with servicing criteria 1122(d)(4)(ix) during the calendaryear ended December 31, 2022, with respect to the Platform. The materialinstance of noncompliance does not relate to KeyBank’s performance under anypooling and servicing agreement applicable to the securitization transactionthat is the subject of this Form 10-K.

 

1)Servicing Criteria impacted 

 

1122(d)(4)(ix)–Adjustments to interest rates or rates of return for pool assets with variablerates are computed based on the related pool asset documents. 

 

2)Material Instance of Noncompliance with Servicing Criteria

 

Duringcompliance testing, it was discovered, that not all FlexARM loan mortgagors wereoffered loan rates within 45-60 days before the rate change date, as requiredper the related pool asset documents. Per the Note, if the holder fails tooffer a loan rate within 45-60 days of any change date a margin of 2.25% is tobe used. Given the notification was not made to the borrowers, a 3% margin wasincorrectly applied. The noncompliance in Item 1122 (d)(4)(ix) is related to aservicing portfolio which is wholly owned by the investor and is not held in apublicly traded security. 

 

3)Remediation

 

Thefollowing remediation procedures have been initiated by KeyBank: (i) theimpacted mortgage loans are currently in the process of being identified, (ii)investor contact has been initiated, (iii) corrective actions are beingconsidered and will be tracked and monitored by senior management, (iv)procedures will be reviewed and revised, if necessary, to include new trackingand action steps to prevent this situation from recurring in the future, and(v) training will be provided to the relevant staff members to prevent arecurrence.

 

**Item1123 of Regulation AB, Servicer Compliance Statement.**

 

Theservicer compliance statements are attached hereto under Item 15.

 

Eachof the servicer compliance statements furnished pursuant to Item 1123 of RegulationAB by Wells Fargo Bank, National Association and Computershare Trust CompanyNational Association discloses that a material instance of noncomplianceoccurred, as described below: 

 

ComputershareTrust Company, N.A. made the April 18, 2022 distribution (the "AprilDistribution") due to certificate holders of the BANK 2021-BNK35Commercial Mortgage Pass Through Certificates, Series 2021-BNK35 transactionone business day late on April 19, 2022. The inadvertent delay in the requireddistribution, consisting of approximately $4.15 million, was caused by anadministrative error relating to the calculation of the payment date in aninternal system due to Good Friday. The error resulted in a delay in therelease of the payment information to the payment processing system, which inturned caused the late distribution. The impact of this error was limited tothe April Distribution. In an effort to prevent similar errors from occurring,Computershare Trust Company, N.A. has updated the payment date calculation processin its systems.

 

**PART IV**

 

**Item15. Exhibits, Financial Statement Schedules.**

 

(a) Exhibits.

 

(4.1) Pooling and Servicing Agreement, dated as of August1, 2021, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,National Association, as general master servicer, KeyBank National Association,as general 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/A filed on February 4, 2022 under SEC File No. 333-227446-16and incorporated by reference herein).

 

(4.2) Pooling and Servicing Agreement, dated andeffective as of June 1, 2021, between Wells Fargo Commercial MortgageSecurities, Inc., as depositor, Wells Fargo Bank, National Association, asgeneral master servicer, Greystone Servicing Company 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, andPentalpha Surveillance LLC, as operating advisor and as asset representationsreviewer, relating to the BANK 2021-BNK34 securitization transaction, pursuantto which the Four Constitution Square, 375 Pearl Street, Three ConstitutionSquare, U.S. Steel Tower and Fortune 7 Leased Campus Mortgage Loans areserviced (filed as Exhibit 4.2 to the registrant's Current Report on Form 8-Kfiled on August 11, 2021 under SEC File No. 333-227446-16 and incorporated byreference 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

 

33.3Wells Fargo Bank, National Association, asCustodian

 

33.4Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

 

33.5Wells Fargo Bank, National Association, as MasterServicer

 

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

 

33.7KeyBank National Association, 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-BNK34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Four Constitution Square(from 1/1/22 to 12/31/22), 375 Pearl Street (from 1/1/22 to 12/31/22), ThreeConstitution Square (from 1/1/22 to 12/31/22), U.S. Steel Tower (from 1/1/22 to12/31/22), Fortune 7 Leased Campus (from 1/1/22 to 12/31/22) (see Exhibit 33.5)

 

33.12CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2021-BNK34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Four Constitution Square(from 1/1/22 to 12/31/22), 375 Pearl Street (from 1/1/22 to 12/31/22), ThreeConstitution Square (from 1/1/22 to 12/31/22), U.S. Steel Tower (from 1/1/22 to12/31/22), Fortune 7 Leased Campus (from 1/1/22 to 12/31/22) (see Exhibit33.10)

 

33.13Greystone Servicing Company LLC, as SpecialServicer under the BANK 2021-BNK34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Four Constitution Square(from 1/1/22 to 12/31/22), 375 Pearl Street (from 1/1/22 to 12/31/22), ThreeConstitution Square (from 1/1/22 to 12/31/22), U.S. Steel Tower (from 1/1/22 to12/31/22), Fortune 7 Leased Campus (from 1/1/22 to 12/31/22)

 

33.14Wells Fargo Bank, National Association, asCustodian under the BANK 2021-BNK34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Four Constitution Square(from 1/1/22 to 12/31/22), 375 Pearl Street (from 1/1/22 to 12/31/22), ThreeConstitution Square (from 1/1/22 to 12/31/22), U.S. Steel Tower (from 1/1/22 to12/31/22), Fortune 7 Leased Campus (from 1/1/22 to 12/31/22) (see Exhibit 33.3)

 

33.15Computershare Trust Company, National Association, asServicing Function Participant under the BANK 2021-BNK34 securitization,pursuant to which the following mortgage loans were serviced by such party:Four Constitution Square (from 1/1/22 to 12/31/22), 375 Pearl Street (from1/1/22 to 12/31/22), Three Constitution Square (from 1/1/22 to 12/31/22), U.S.Steel Tower (from 1/1/22 to 12/31/22), Fortune 7 Leased Campus (from 1/1/22 to12/31/22) (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

 

34.3Wells Fargo Bank, National Association, asCustodian

 

34.4Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

 

34.5Wells Fargo Bank, National Association, as MasterServicer

 

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

 

34.7KeyBank National Association, as Special Servicer

 

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

 

34.9Park Bridge Lender Services LLC, as Operating Advisor

 

34.10CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

34.11Wells Fargo Bank, National Association, as MasterServicer under the BANK 2021-BNK34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Four Constitution Square(from 1/1/22 to 12/31/22), 375 Pearl Street (from 1/1/22 to 12/31/22), ThreeConstitution Square (from 1/1/22 to 12/31/22), U.S. Steel Tower (from 1/1/22 to12/31/22), Fortune 7 Leased Campus (from 1/1/22 to 12/31/22) (see Exhibit 34.5)

 

34.12CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2021-BNK34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Four Constitution Square(from 1/1/22 to 12/31/22), 375 Pearl Street (from 1/1/22 to 12/31/22), ThreeConstitution Square (from 1/1/22 to 12/31/22), U.S. Steel Tower (from 1/1/22 to12/31/22), Fortune 7 Leased Campus (from 1/1/22 to 12/31/22) (see Exhibit34.10)

 

34.13Greystone Servicing Company LLC, as SpecialServicer under the BANK 2021-BNK34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Four Constitution Square(from 1/1/22 to 12/31/22), 375 Pearl Street (from 1/1/22 to 12/31/22), ThreeConstitution Square (from 1/1/22 to 12/31/22), U.S. Steel Tower (from 1/1/22 to12/31/22), Fortune 7 Leased Campus (from 1/1/22 to 12/31/22)

 

34.14Wells Fargo Bank, National Association, asCustodian under the BANK 2021-BNK34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Four Constitution Square(from 1/1/22 to 12/31/22), 375 Pearl Street (from 1/1/22 to 12/31/22), ThreeConstitution Square (from 1/1/22 to 12/31/22), U.S. Steel Tower (from 1/1/22 to12/31/22), Fortune 7 Leased Campus (from 1/1/22 to 12/31/22) (see Exhibit 34.3)

 

34.15Computershare Trust Company, National Association,as Servicing Function Participant under the BANK 2021-BNK34 securitization,pursuant to which the following mortgage loans were serviced by such party:Four Constitution Square (from 1/1/22 to 12/31/22), 375 Pearl Street (from1/1/22 to 12/31/22), Three Constitution Square (from 1/1/22 to 12/31/22), U.S.Steel Tower (from 1/1/22 to 12/31/22), Fortune 7 Leased Campus (from 1/1/22 to12/31/22) (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

 

35.3Wells Fargo Bank, National Association, asCustodian

 

35.4Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

 

35.5Wells Fargo Bank, National Association, as MasterServicer

 

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

 

35.7KeyBank National Association, 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-BNK34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Four Constitution Square(from 1/1/22 to 12/31/22), 375 Pearl Street (from 1/1/22 to 12/31/22), ThreeConstitution Square (from 1/1/22 to 12/31/22), U.S. Steel Tower (from 1/1/22 to12/31/22), Fortune 7 Leased Campus (from 1/1/22 to 12/31/22) (see Exhibit 35.5)

 

35.10Greystone Servicing Company LLC, as Special Servicerunder the BANK 2021-BNK34 securitization, pursuant to which the followingmortgage loans were serviced by such party: Four Constitution Square (from1/1/22 to 12/31/22), 375 Pearl Street (from 1/1/22 to 12/31/22), ThreeConstitution Square (from 1/1/22 to 12/31/22), U.S. Steel Tower (from 1/1/22 to12/31/22), Fortune 7 Leased Campus (from 1/1/22 to 12/31/22)

 

35.11Wells Fargo Bank, National Association, asCustodian under the BANK 2021-BNK34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Four Constitution Square(from 1/1/22 to 12/31/22), 375 Pearl Street (from 1/1/22 to 12/31/22), ThreeConstitution Square (from 1/1/22 to 12/31/22), U.S. Steel Tower (from 1/1/22 to12/31/22), Fortune 7 Leased Campus (from 1/1/22 to 12/31/22) (see Exhibit 35.3)

 

35.12Computershare Trust Company, National Association,as Servicing Function Participant under the BANK 2021-BNK34 securitization, pursuantto which the following mortgage loans were serviced by such party: FourConstitution Square (from 1/1/22 to 12/31/22), 375 Pearl Street (from 1/1/22 to12/31/22), Three Constitution Square (from 1/1/22 to 12/31/22), U.S. SteelTower (from 1/1/22 to 12/31/22), Fortune 7 Leased Campus (from 1/1/22 to12/31/22) (see Exhibit 35.4)

 

(99.1) Mortgage Loan Purchase Agreement, dated as ofJuly 28, 2021, between Morgan Stanley Capital I Inc. and Morgan StanleyMortgage Capital Holdings LLC (filed as Exhibit 99.1 to the registrant'sCurrent Report on Form 8-K filed on August 11, 2021 under SEC File No.333-227446-16 and incorporated by reference herein).

 

(99.2) Mortgage Loan Purchase Agreement, dated as ofJuly 28, 2021, Morgan Stanley Capital I Inc. and Bank of America, NationalAssociation (filed as Exhibit 99.2 to the registrant's Current Report on Form8-K filed on August 11, 2021 under SEC File No. 333-227446-16 and incorporatedby reference herein).

 

(99.3) Mortgage Loan Purchase Agreement, dated as ofJuly 28, 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 August 11, 2021 under SEC File No. 333-227446-16 andincorporated by reference herein).

 

(99.4) Mortgage Loan Purchase Agreement, dated as ofJuly 28, 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 August 11, 2021 under SEC File No. 333-227446-16 and incorporatedby reference herein).

 

(99.5) Agreement Between Note Holders, dated as of July13, 2021, by and between Bank of America, N.A., as initial note A-1 holder,initial note A-2-1 holder and initial note A-2-2 holder, and Goldman Sachs BankUSA, as initial note A-3 holder, relating to The Domain loan combination (filedas Exhibit 99.5 to the registrant's Current Report on Form 8-K filed on August11, 2021 under SEC File No. 333-227446-16 and incorporated by reference herein).

 

(99.6) Agreement Between Note Holders, dated as of May14, 2021, by and between Bank of America, N.A., as initial note A-1 holder, andBank of America, N.A., initial note A-2 holder, relating to the FourConstitution Square loan combination (filed as Exhibit 99.6 to the registrant'sCurrent Report on Form 8-K filed on August 11, 2021 under SEC File No.333-227446-16 and incorporated by reference herein).

 

(99.7) Agreement Between Note Holders, dated as of June24, 2021, by and among Wells Fargo Bank, National Association, as initial noteA-1 holder, JPMorgan Chase Bank, National Association, as initial note A-2holder, Wells Fargo Bank, National Association, as initial note A-3 holder, andWells Fargo Bank, National Association, as initial note A-4 holder, relating tothe 375 Pearl Street loan combination (filed as Exhibit 99.7 to theregistrant's Current Report on Form 8-K filed on August 11, 2021 under SEC FileNo. 333-227446-16 and incorporated by reference herein).

 

(99.8) Agreement Between Note Holders, dated as of May14, 2021, by and between Bank of America, N.A., as initial note A-1 holder, andBank of America, N.A., initial note A-2 holder, relating to the Three ConstitutionSquare loan combination (filed as Exhibit 99.8 to the registrant's CurrentReport on Form 8-K filed on August 11, 2021 under SEC File No. 333-227446-16and incorporated by reference herein).

 

(99.9) Amended and Restated Co-Lender Agreement, datedas of June 4, 2021, by and among Morgan Stanley Bank, N.A., as note A-1 holder,note A-2 holder, note A-3-1 holder, note A-3-2 holder and note A-4 holder,Liberty Mutual Insurance Company, as note B-1 holder, Peerless InsuranceCompany, as note B-2 holder, Employers Insurance Company of Wausau, as note B-3holder, Liberty Mutual Fire Insurance Company, as note B-4 holder, The OhioCasualty Insurance Company, as note B-5 holder, and Safeco Insurance Company ofAmerica, as note B-6 holder, relating to the U.S. Steel Tower loan combination(filed as Exhibit 99.9 to the registrant's Current Report on Form 8-K filed onAugust 11, 2021 under SEC File No. 333-227446-16 and incorporated by referenceherein).

 

(99.10) Agreement Between Noteholders, dated as ofAugust 11, 2021, by and between Morgan Stanley Bank, N.A., as initial note A-1holder, and Morgan Stanley Bank, N.A., as initial note A-2 holder, relating tothe Newport Pavilion loan combination (filed as Exhibit 99.10 to theregistrant's Current Report on Form 8-K/A filed on February 4, 2022 under SECFile No. 333-227446-16 and incorporated by referenceherein).            

 

(99.11) Agreement Between Noteholders, dated as of May28, 2021, by and between Morgan Stanley Bank, N.A., as initial note A-1 holder,and Morgan Stanley Bank, N.A., as initial note A-2 holder, relating to theFortune 7 Leased Campus loan combination (filed as Exhibit 99.11 to theregistrant's Current Report on Form 8-K filed on August 11, 2021 under SEC FileNo. 333-227446-16 and incorporated by reference herein).

 

(99.12) 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. 333-227446-16 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 of 1934,the registrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 28, 2023