**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, 2023OR**

**//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 Computershare Trust Company, National Association,as agent for**

**Wells Fargo Bank, National Association**

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(667) 786‐1992**

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**

 

TheBANK 2021-BNK35 mortgage pool includes the following mortgage loans, each ofwhich is serviced pursuant to a separate pooling and servicing agreement (each,an “Outside Pooling and Servicing Agreement”):

 

•  the Four Constitution Square mortgage loan, the 375 Pearl Street mortgage loan,the Three Constitution Square mortgage loan, the U.S. Steel Tower mortgage loanand the Fortune 7 Leased Campus mortgage loan, which are serviced pursuant tothe BANK 2021-BNK34 pooling and servicing agreement attached hereto as Exhibit4.2, as amended pursuant to the amendment attached hereto as Exhibit 4.3.

 

Exceptas set forth below, each of the parties to each pooling and servicing agreementlisted in the Exhibit Index both (1) participates in the servicing function forpurposes of Item 1122 of Regulation AB and (2) constitutes a servicer thatmeets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB forpurposes of Item 1123 of Regulation AB:

 

•  The trustee under a pooling and servicing agreement has a nominal role withrespect to the mortgage pool securitized pursuant to such pooling and servicingagreement.  The trustee’s only servicing function is the contingentobligation to make certain advances if the master servicer under such poolingand servicing agreement fails to do so, while all other servicing functions areperformed by other parties.  The trustee under each of the pooling andservicing agreements listed in the Exhibit Index has confirmed to theregistrant that it has not made any such contingent advances during thereporting period, and consequently, each such trustee does not participate inthe servicing function for purposes of Item 1122 of Regulation AB, nor does itperform the functions of a servicer for purposes of the definition of “servicer”under Item 1101 of Regulation AB or for purposes of Item 1123 of Regulation AB.

 

•  The certificate administrator under a pooling and servicing agreement performsvarious payment administration functions solely for the securitization governedby such pooling and servicing agreement and the mortgage pool securitizedpursuant to such pooling and servicing agreement and does not have anyobligations with respect to any other transaction.  Consequently, thecertificate administrator under an Outside Pooling and Servicing Agreement doesnot participate in the servicing function for purposes of Item 1122 ofRegulation AB, nor does it perform the functions of a servicer for purposes ofthe definition of “servicer” under Item 1101 of Regulation AB or for purposesof Item 1123 of Regulation AB.

 

•  The operating advisor under a pooling and servicing agreement represents theinterests of senior certificateholders in the transaction governed by suchpooling and servicing agreement and is responsible for monitoring theperformance of the special servicer under such pooling and servicing agreementand producing certain reports to certificateholders relating to the resolutionof the mortgage pool securitized pursuant to such pooling and servicingagreement.  The operating advisor under a pooling and servicing agreementdoes not have any obligations with respect to any other transaction and issolely obligated to perform loan reporting functions with respect to thesecuritization governed by such pooling and servicing agreement. Consequently, the operating advisor under an Outside Pooling and ServicingAgreement neither participates in the servicing function for purposes of Item1122 of Regulation AB nor performs the functions of a servicer for purposes of thedefinition of “servicer” under Item 1101 of Regulation AB or for purposes ofItem 1123 of Regulation AB.  In addition, while the operating advisorunder a pooling and servicing agreement has certain reporting obligations inrespect of the related mortgage pool, it has no obligation to collect ordisburse funds in respect of the mortgage pool or to administer any of theunderlying mortgage loans.  Consequently, the operating advisor under apooling and servicing agreement participates in the servicing function forpurposes of Item 1122 of Regulation AB, but is not responsible for the“management or collection of the pool assets or making allocations ordistributions to holders of the asset-backed securities” within the meaning of“servicer” under Item 1101 of Regulation AB and does not perform the functionsof a servicer for purposes of Item 1123 of Regulation AB. 

 

•  The asset representations reviewer under a pooling and servicing agreement hasa limited obligation to review certain delinquent mortgage loans after aspecified delinquency threshold has been met and the required percentage ofcertificateholders vote to direct a review of such delinquent mortgage loans,and has no obligation to collect or disburse funds in respect of the mortgagepool, to administer any of the underlying mortgage loans or to perform anyservicing function.  Consequently, the asset representations reviewerunder a pooling and servicing agreement does not participate in the servicingfunction for purposes of Item 1122 of Regulation AB, is not responsible for the“management or collection of the pool assets or making allocations ordistributions to holders of the asset-backed securities” within the meaning of“servicer” under Item 1101 of Regulation AB and does not perform the functionsof a servicer for purposes of Item 1123 of Regulation AB.

 

•  NCB, N.A. as NCB master servicer and NCB special servicer under the BANK2021-BNK34 pooling and servicing agreement, only has obligations in respect ofcertain mortgage loans sold to the BANK 2021-BNK34 securitization trust by NCB,N.A. Such party has no obligations with respect to any mortgage loan includedin the BANK 2021-BNK35 mortgage pool and therefore in such capacity does notconstitute a reporting “servicing function participant” for purposes of Item1122 of Regulation AB, as specified in the Instruction 3 to Item 1122, and doesnot constitute a reporting “servicer” for purposes of Item 1123 of RegulationAB, as specified in the Instruction to Item 1123.

 

Inaddition, each of the following parties engaged the services of certainservicing function participants and sub-servicers for the reporting period, asset forth below:

 

•Wells Fargo Bank, National Association, as master servicer, engaged theservices of CoreLogic Solutions, LLC as a servicing function participant inrespect of the entire mortgage pool for the reporting period.

•   Wells Fargo Bank, NationalAssociation, as master servicer under the BANK 2021-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, pursuant to the second amended and restated servicingagreement attached hereto as Exhibit 99.12, Computershare Trust Company,National Association was engaged to perform all or virtually all of Wells FargoBank, National Association’s roles as certificate administrator, custodian andtrustee, as applicable, under (i) the pooling and servicing agreement and (ii)each Outside Pooling and Servicing Agreement.

 

 

| **PART I**   |                            |
|-------------------|---------------------------------|
|              |                            |
| **Item 1.**  | **Business.**                   |
|              | Omitted.                        |
| **Item 1A.** | **Risk Factors.**          |
|              | Omitted.                        |
| **Item 1B.** | **Unresolved Staff  Comments.** |
|              | None.                           |
| **Item 1C.** | **Cybersecurity.**              |
|              | Omitted.                        |
| **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 FinancialInformation.**

 

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 (FinancialInformation).**

 

Noentity or group of affiliated entities provides any derivative instruments forthe certificates as described under Item 1115 of Regulation AB.

 

**Item1117 of Regulation AB, Legal Proceedings.**

 

Theregistrant knows of no legal proceeding pending against the sponsors, depositor,trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of RegulationAB, originator contemplated by Item 1110(b) of Regulation AB, or other partycontemplated by Item 1100(d)(1) of Regulation AB, or of which any property ofthe foregoing is the subject, that is material to security holders, other thanas 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, IKB International and IKBDeutsche Industriebank (together, IKB) in New York state court, and Park RoyalI LLC and Park Royal II LLC in New York state court. In each case, theplaintiffs allege that Wells Fargo Bank, N.A., as trustee, caused losses to investors,and plaintiffs assert causes of action based upon, among other things, thetrustee’s alleged failure to notify and enforce repurchase obligations ofmortgage loan sellers for purported breaches of representations and 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 each appealed the district court’s decision to the United States Court ofAppeals for the Second Circuit. Phoenix Light dismissed its appeal in May 2023,terminating its case. In November 2023, Wells Fargo Bank, N.A. entered into anagreement with IKB to resolve IKB’s claims. Wells Fargo Bank, N.A. previouslysettled two class actions filed by institutional investors and an action filedby the National Credit Union Administration with similar allegations.

 

**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.

 

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

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

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

 

(a) Exhibits.

 

(4.1) Pooling and Servicing Agreement, dated as ofAugust 1, 2021, between Morgan Stanley Capital I Inc., as depositor, WellsFargo Bank, National Association, as general master servicer, KeyBank NationalAssociation, as general special servicer, National Cooperative Bank, N.A., asNCB master servicer and as NCB special servicer, Wells Fargo Bank, NationalAssociation, as certificate administrator, Wilmington Trust, NationalAssociation, as trustee, and Park Bridge Lender Services LLC, as operatingadvisor and as asset representations reviewer (filed as Exhibit 4.1 to theregistrant's Current Report on Form 8-K/A filed on February 4, 2022 under SECFile No. 333-227446-16 and incorporated by reference herein).

 

(4.2)Pooling and Servicing Agreement, dated and effective as of June 1, 2021,between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, WellsFargo Bank, National Association, as general master servicer, GreystoneServicing Company LLC, as general special servicer, National Cooperative Bank,N.A., as NCB master servicer and as NCB special servicer, Wells Fargo Bank,National Association, as certificate administrator, Wilmington Trust, NationalAssociation, as trustee, and Pentalpha Surveillance LLC, as operating advisorand as asset representations reviewer, relating to the BANK 2021-BNK34securitization transaction, pursuant to which the Four Constitution Square, 375Pearl Street, Three Constitution Square, U.S. Steel Tower and Fortune 7 LeasedCampus Mortgage Loans are serviced (filed as Exhibit 4.2 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).

 

(4.3) Amendment No. 1 to Pooling and ServicingAgreement, dated as of November 9, 2023, between Wells Fargo CommercialMortgage Securities, Inc., as depositor, Wells Fargo Bank, NationalAssociation, as general master servicer, Greystone Servicing Company 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 Pentalpha Surveillance LLC, as operating advisor and assetrepresentations reviewer, relating to the BANK 2021-BNK34 securitizationtransaction, pursuant to which the Four Constitution Square, 375 Pearl Street,Three Constitution Square, U.S. Steel Tower and Fortune 7 Leased CampusMortgage Loans are serviced (filed as Exhibit 4.3 to the registrant’s CurrentReport on Form 8-K filed on November 17, 2023 under SEC File No. 333-227446-16and incorporated by reference herein).

 

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

 

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

 

33.1        WellsFargo Bank, National Association, as Certificate Administrator

 

33.2        ComputershareTrust Company, National Association, as Servicing Function Participant for theCertificate Administrator

 

33.3        WellsFargo Bank, National Association, as Custodian

 

33.4        ComputershareTrust Company, National Association, as Servicing Function Participant for theCustodian

 

33.5        WellsFargo Bank, National Association, as Master Servicer

 

33.6        NationalCooperative Bank, N.A., as NCB Master Servicer

 

33.7        KeyBankNational Association, as Special Servicer

 

33.8        NationalCooperative Bank, N.A., as NCB Special Servicer (see Exhibit 33.6)

 

33.9        ParkBridge Lender Services LLC, as Operating Advisor

 

33.10      CoreLogicSolutions, LLC, as Servicing Function Participant

 

33.11       Wells 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 1/1/23 to 12/31/23), 375 Pearl Street (from 1/1/23 to 12/31/23), ThreeConstitution Square (from 1/1/23 to 12/31/23), U.S. Steel Tower (from 1/1/23 to12/31/23), Fortune 7 Leased Campus (from 1/1/23 to 12/31/23) (see Exhibit 33.5)

 

33.12       CoreLogic 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 1/1/23 to 12/31/23), 375 Pearl Street (from 1/1/23 to 12/31/23), ThreeConstitution Square (from 1/1/23 to 12/31/23), U.S. Steel Tower (from 1/1/23 to12/31/23), Fortune 7 Leased Campus (from 1/1/23 to 12/31/23) (see Exhibit33.10)

 

33.13       Greystone 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 (from1/1/23 to 12/31/23), 375 Pearl Street (from 1/1/23 to 12/31/23), ThreeConstitution Square (from 1/1/23 to 12/31/23), U.S. Steel Tower (from 1/1/23 to12/31/23), Fortune 7 Leased Campus (from 1/1/23 to 12/31/23)

 

33.14       Wells Fargo Bank, National Association, as Custodianunder the BANK 2021-BNK34 securitization, pursuant to which the followingmortgage loans were serviced by such party: Four Constitution Square (from1/1/23 to 12/31/23), 375 Pearl Street (from 1/1/23 to 12/31/23), ThreeConstitution Square (from 1/1/23 to 12/31/23), U.S. Steel Tower (from 1/1/23 to12/31/23), Fortune 7 Leased Campus (from 1/1/23 to 12/31/23) (see Exhibit 33.3)

 

33.15       Computershare 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 1/1/23 to 12/31/23), 375 Pearl Street (from1/1/23 to 12/31/23), Three Constitution Square (from 1/1/23 to 12/31/23), U.S.Steel Tower (from 1/1/23 to 12/31/23), Fortune 7 Leased Campus (from 1/1/23 to12/31/23) (see Exhibit 33.4)

 

(34).       Attestation reports on assessment ofcompliance with servicing criteria for asset-backed securities.

 

34.1        WellsFargo Bank, National Association, as Certificate Administrator

 

34.2        ComputershareTrust Company, National Association, as Servicing Function Participant for theCertificate Administrator

 

34.3        WellsFargo Bank, National Association, as Custodian

 

34.4        ComputershareTrust Company, National Association, as Servicing Function Participant for theCustodian

 

34.5        WellsFargo Bank, National Association, as Master Servicer

 

34.6        NationalCooperative Bank, N.A., as NCB Master Servicer

 

34.7        KeyBankNational Association, as Special Servicer

 

34.8        NationalCooperative Bank, N.A., as NCB Special Servicer (see Exhibit 34.6)

 

34.9        ParkBridge Lender Services LLC, as Operating Advisor

 

34.10      CoreLogicSolutions, LLC, as Servicing Function Participant

 

34.11       Wells 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 1/1/23 to 12/31/23), 375 Pearl Street (from 1/1/23 to 12/31/23), ThreeConstitution Square (from 1/1/23 to 12/31/23), U.S. Steel Tower (from 1/1/23 to12/31/23), Fortune 7 Leased Campus (from 1/1/23 to 12/31/23) (see Exhibit 34.5)

 

34.12       CoreLogic 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 1/1/23 to 12/31/23), 375 Pearl Street (from 1/1/23 to 12/31/23), ThreeConstitution Square (from 1/1/23 to 12/31/23), U.S. Steel Tower (from 1/1/23 to12/31/23), Fortune 7 Leased Campus (from 1/1/23 to 12/31/23) (see Exhibit34.10)

 

34.13       Greystone 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 (from1/1/23 to 12/31/23), 375 Pearl Street (from 1/1/23 to 12/31/23), ThreeConstitution Square (from 1/1/23 to 12/31/23), U.S. Steel Tower (from 1/1/23 to12/31/23), Fortune 7 Leased Campus (from 1/1/23 to 12/31/23)

 

34.14       Wells Fargo Bank, National Association, as Custodianunder the BANK 2021-BNK34 securitization, pursuant to which the followingmortgage loans were serviced by such party: Four Constitution Square (from1/1/23 to 12/31/23), 375 Pearl Street (from 1/1/23 to 12/31/23), ThreeConstitution Square (from 1/1/23 to 12/31/23), U.S. Steel Tower (from 1/1/23 to12/31/23), Fortune 7 Leased Campus (from 1/1/23 to 12/31/23) (see Exhibit 34.3)

 

34.15       Computershare 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 1/1/23 to 12/31/23), 375 Pearl Street (from1/1/23 to 12/31/23), Three Constitution Square (from 1/1/23 to 12/31/23), U.S.Steel Tower (from 1/1/23 to 12/31/23), Fortune 7 Leased Campus (from 1/1/23 to12/31/23) (see Exhibit 34.4)

 

(35).       Servicer compliance statement.

 

35.1        WellsFargo Bank, National Association, as Certificate Administrator

 

35.2        ComputershareTrust Company, National Association, as Servicing Function Participant for theCertificate Administrator

 

35.3        WellsFargo Bank, National Association, as Custodian

 

35.4        ComputershareTrust Company, National Association, as Servicing Function Participant for theCustodian

 

35.5        WellsFargo Bank, National Association, as Master Servicer

 

35.6        NationalCooperative Bank, N.A., as NCB Master Servicer

 

35.7        KeyBankNational Association, as Special Servicer

 

35.8        NationalCooperative Bank, N.A., as NCB Special Servicer (see Exhibit 35.6)

 

35.9        WellsFargo Bank, National Association, as Master Servicer under the BANK 2021-BNK34securitization, pursuant to which the following mortgage loans were serviced bysuch party: Four Constitution Square (from 1/1/23 to 12/31/23), 375 PearlStreet (from 1/1/23 to 12/31/23), Three Constitution Square (from 1/1/23 to12/31/23), U.S. Steel Tower (from 1/1/23 to 12/31/23), Fortune 7 Leased Campus(from 1/1/23 to 12/31/23) (see Exhibit 35.5)

 

35.10       Greystone 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 (from1/1/23 to 12/31/23), 375 Pearl Street (from 1/1/23 to 12/31/23), ThreeConstitution Square (from 1/1/23 to 12/31/23), U.S. Steel Tower (from 1/1/23 to12/31/23), Fortune 7 Leased Campus (from 1/1/23 to 12/31/23)

 

35.11       Wells Fargo Bank, National Association, as Custodianunder the BANK 2021-BNK34 securitization, pursuant to which the followingmortgage loans were serviced by such party: Four Constitution Square (from1/1/23 to 12/31/23), 375 Pearl Street (from 1/1/23 to 12/31/23), ThreeConstitution Square (from 1/1/23 to 12/31/23), U.S. Steel Tower (from 1/1/23 to12/31/23), Fortune 7 Leased Campus (from 1/1/23 to 12/31/23) (see Exhibit 35.3)

 

35.12       Computershare 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 1/1/23 to 12/31/23), 375 Pearl Street (from1/1/23 to 12/31/23), Three Constitution Square (from 1/1/23 to 12/31/23), U.S.Steel Tower (from 1/1/23 to 12/31/23), Fortune 7 Leased Campus (from 1/1/23 to12/31/23) (see Exhibit 35.4)

 

(99.1)      Mortgage Loan PurchaseAgreement, dated as of July 28, 2021, between Morgan Stanley Capital I Inc. andMorgan Stanley Mortgage Capital Holdings LLC (filed as Exhibit 99.1 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).

 

(99.2)      Mortgage Loan PurchaseAgreement, dated as of July 28, 2021, Morgan Stanley Capital I Inc. and Bank ofAmerica, National Association (filed as Exhibit 99.2 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).

 

(99.3)      Mortgage Loan PurchaseAgreement, dated as of July 28, 2021, between Morgan Stanley Capital I Inc. andWells Fargo Bank, National Association (filed as Exhibit 99.3 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).

 

(99.4)      Mortgage Loan PurchaseAgreement, dated as of July 28, 2021, between Morgan Stanley Capital I Inc. andNational Cooperative Bank, N.A. (filed as Exhibit 99.4 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).

 

(99.5)      Agreement Between NoteHolders, dated as of July 13, 2021, by and between Bank of America, N.A., asinitial note A-1 holder, initial note A-2-1 holder and initial note A-2-2holder, and Goldman Sachs Bank USA, as initial note A-3 holder, relating to TheDomain loan combination (filed as Exhibit 99.5 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).

 

(99.6)      Agreement Between NoteHolders, dated as of May 14, 2021, by and between Bank of America, N.A., as initialnote A-1 holder, and Bank of America, N.A., initial note A-2 holder, relatingto the Four Constitution Square loan combination (filed as Exhibit 99.6 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).

 

(99.7)      Agreement Between NoteHolders, dated as of June 24, 2021, by and among Wells Fargo Bank, NationalAssociation, as initial note A-1 holder, JPMorgan Chase Bank, NationalAssociation, as initial note A-2 holder, Wells Fargo Bank, NationalAssociation, as initial note A-3 holder, and Wells Fargo Bank, National Association,as initial note A-4 holder, relating to the 375 Pearl Street loan combination(filed as Exhibit 99.7 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).

 

(99.8)      Agreement Between NoteHolders, dated as of May 14, 2021, by and between Bank of America, N.A., asinitial note A-1 holder, and Bank of America, N.A., initial note A-2 holder,relating to the Three Constitution Square loan combination (filed as Exhibit99.8 to the registrant's Current Report on Form 8-K filed on August 11, 2021under SEC File No. 333-227446-16 and incorporated by reference herein).

 

(99.9)      Amended and RestatedCo-Lender Agreement, dated as of June 4, 2021, by and among Morgan StanleyBank, N.A., as note A-1 holder, note A-2 holder, note A-3-1 holder, note A-3-2holder and note A-4 holder, Liberty Mutual Insurance Company, as note B-1holder, Peerless Insurance Company, as note B-2 holder, Employers InsuranceCompany of Wausau, as note B-3 holder, Liberty Mutual Fire Insurance Company,as note B-4 holder, The Ohio Casualty Insurance Company, as note B-5 holder,and Safeco Insurance Company of America, as note B-6 holder, relating to theU.S. Steel Tower loan combination (filed as Exhibit 99.9 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).

 

(99.10)    Agreement Between Noteholders,dated as of August 11, 2021, by and between Morgan Stanley Bank, N.A., asinitial note A-1 holder, and Morgan Stanley Bank, N.A., as initial note A-2holder, relating to the Newport Pavilion loan combination (filed as Exhibit99.10 to the registrant's Current Report on Form 8-K/A filed on February 4,2022 under SEC File No. 333-227446-16 and incorporated by referenceherein).    

 

(99.11)    Agreement Between Noteholders,dated as of May 28, 2021, by and between Morgan Stanley Bank, N.A., as initialnote A-1 holder, and Morgan Stanley Bank, N.A., as initial note A-2 holder,relating to the Fortune 7 Leased Campus loan combination (filed as Exhibit99.11 to the registrant's Current Report on Form 8-K filed on August 11, 2021under SEC File No. 333-227446-16 and incorporated by reference herein).

 

(99.12)    Second Amended and RestatedServicing Agreement, effective as of October 31, 2021, between Wells FargoBank, N.A., Wells Fargo Delaware Trust Company, N.A., Computershare TrustCompany, N.A., Computershare Delaware Trust Company and Computershare Limited(filed as Exhibit 99.1 to the registrant's Current Report on Form 8-K filed onNovember 5, 2021 under SEC File No. 333-227446-16 and incorporated by referenceherein).

 

(b)          See (a) above.

 

(c)           Not Applicable.

 

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 29, 2024