**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K**

(Mark one)

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

**    For the fiscal year endedDecember 31, 2021 OR**

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

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

 

 

 

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

 

**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.

 

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, which is serviced pursuant to theBANK 2021-BNK34 pooling and servicing agreement attached hereto as Exhibit 4.2;

 

•  the 375 Pearl Street mortgage loan, which is serviced pursuant to the BANK 2021-BNK34pooling and servicing agreement attached hereto as Exhibit 4.2;

 

•   the Three Constitution Square mortgage loan, whichis serviced pursuant to the BANK 2021-BNK34 pooling and servicing agreementattached hereto as Exhibit 4.2;

•   the U.S. Steel Tower mortgage loan, which isserviced pursuant to the BANK 2021-BNK34 pooling and servicing agreementattached hereto as Exhibit 4.2; and

•   the Fortune 7 Leased Campus mortgage loan, which isserviced pursuant to the BANK 2021-BNK34 pooling and servicing agreementattached hereto as Exhibit 4.2.

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 ofRegulation 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 ofthe definition of “servicer” under Item 1101 of Regulation AB or for purposesof Item 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 or disbursefunds in respect of the mortgage pool or to administer any of the underlyingmortgage loans.  Consequently, the operating advisor under a pooling andservicing agreement participates in the servicing function for purposes of Item1122 of Regulation AB, but is not responsible for the “management or collectionof the 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. 

 

•  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 the any mortgage loanincluded in the BANK 2021-BNK35 mortgage pool and therefore in such capacitydoes not constitute a reporting “servicing function participant” for purposesof Item 1122 of Regulation AB, as specified in the Instruction 3 to Item 1122,and does not constitute a reporting “servicer” for purposes of Item 1123 ofRegulation AB, as specified in the Instruction to Item 1123.

 

•  National Tax Search, LLC merged into CoreLogic Solutions, LLC in 2021. CoreLogic Solutions, LLC’s report on assessment of compliance with servicingcriteria and registered public accounting firm attestation report, in each caseprovided pursuant to Item 1122 of Regulation AB, also relate to National TaxSearch, LLC’s platform for the reporting period.

 

Inaddition, each of the following parties engaged the services of certain servicingfunction participants and sub-servicers for the reporting period, as set forthbelow:

 

•Wells Fargo Bank, National Association, as master servicer, engaged the servicesof CoreLogic Solutions, LLC and National Tax Search, LLC, in each case 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 andNational Tax Search, LLC, in each case as a servicing function participant inrespect of the Four Constitution Square mortgage loan, the 375 Pearl Streetmortgage loan, the Three Constitution Square mortgage loan, the U.S. SteelTower mortgage loan and the Fortune 7 Leased Campus mortgage loan for thereporting 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 2.**  | **Properties.**                 |
|              | Omitted.                        |
| **Item 3.**  | **Legal Proceedings.**     |
|              | Omitted.                        |
| **Item 4.**  | **Mine Safety Disclosures.**    |
|              | Omitted.                        |
|              |                            |   |

 

| **PART II**  |                                                                                                                |
|-------------------|---------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                |
| **Item 5.**  | **Market for Registrant's Common  Equity, Related Stockholder Matters and Issuer Purchases of Equity  Securities.** |
|              | Omitted.                                                                                                            |
| **Item 6.**  | **Selected Financial Data.**                                                                                        |
|              | Omitted.                                                                                                            |
| **Item 7.**  | **Management's Discussion and  Analysis of Financial Condition and Results of Operations.**                         |
|              | Omitted.                                                                                                            |
| **Item 7A.** | **Quantitative and  Qualitative Disclosures About Market Risk.**                                                    |
|              | Omitted.                                                                                                            |
| **Item 8.**  | **Financial Statements and  Supplementary Data.**                                                                   |
|              | Omitted.                                                                                                            |
| **Item 9.**  | **Changes in and Disagreements  With Accountants on Accounting and Financial Disclosure.**                          |
|              | Omitted.                                                                                                            |
| **Item 9A.** | **Controls and Procedures.**                                                                                        |
|              | Omitted.                                                                                                            |
| **Item 9B.** | **Other Information.**                                                                                         |
|              | None.                                                                                                               |
|              |                                                                                                                |   |

 

| **PART III** |                                                                                                 |
|-------------------|------------------------------------------------------------------------------------------------------|
|              |                                                                                                 |
| **Item 10.** | **Directors, Executive  Officers and Corporate Governance.**                                         |
|              | Omitted.                                                                                             |
| **Item 11.** | **Executive Compensation.**                                                                          |
|              | Omitted.                                                                                             |
| **Item 12.** | **Security Ownership of Certain  Beneficial Owners and Management and Related Stockholder Matters.** |
|              | Omitted.                                                                                             |
| **Item 13.** | **Certain Relationships and  Related Transactions, and Director Independence.**                      |
|              | Omitted.                                                                                             |
| **Item 14.** | **Principal Accountant Fees  and Services.**                                                         |
|              | Omitted.                                                                                             |
|              |                                                                                                 |   |

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

**Item1112(b) of Regulation AB, Significant Obligor Financial Information.**

 

Notapplicable.

 

**Item1114(b)(2) of Regulation AB, Significant Enhancement Provider FinancialInformation.**

 

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) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation AB, orother party contemplated by Item 1100(d)(1) of Regulation AB, or of which anyproperty of the foregoing is the subject, that is material to security holders,other than as follows:

 

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

 

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

 

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

 

**Item1119 of Regulation AB, Affiliations and Certain Relationships and RelatedTransactions.**

 

Theinformation regarding this Item has been provided previously in an annualreport on Form 10-K of the issuing entity or in the prospectus of the issuingentity filed in a 424(b)(2) filing dated 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 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 (from11/1/21 to 12/31/21)

 

33.3Wells Fargo Bank, National Association, asCustodian

 

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

 

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 8/11/21 to 12/31/21), 375 Pearl Street (from 8/11/21 to 12/31/21), ThreeConstitution Square (from 8/11/21 to 12/31/21), U.S. Steel Tower (from 8/11/21to 12/31/21), Fortune 7 Leased Campus (from 8/11/21 to 12/31/21) (see Exhibit33.5)

 

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 8/11/21 to 12/31/21), 375 Pearl Street (from 8/11/21 to 12/31/21), ThreeConstitution Square (from 8/11/21 to 12/31/21), U.S. Steel Tower (from 8/11/21to 12/31/21), Fortune 7 Leased Campus (from 8/11/21 to 12/31/21) (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 8/11/21 to 12/31/21), 375 Pearl Street (from 8/11/21 to 12/31/21), ThreeConstitution Square (from 8/11/21 to 12/31/21), U.S. Steel Tower (from 8/11/21to 12/31/21), Fortune 7 Leased Campus (from 8/11/21 to 12/31/21)

 

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 8/11/21 to 12/31/21), 375 Pearl Street (from 8/11/21 to 12/31/21), ThreeConstitution Square (from 8/11/21 to 12/31/21), U.S. Steel Tower (from 8/11/21to 12/31/21), Fortune 7 Leased Campus (from 8/11/21 to 12/31/21) (see Exhibit33.3)

 

33.15Computershare 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 11/1/21 to 12/31/21), 375 Pearl Street (from11/1/21 to 12/31/21), Three Constitution Square (from 11/1/21 to 12/31/21),U.S. Steel Tower (from 11/1/21 to 12/31/21), Fortune 7 Leased Campus (from11/1/21 to 12/31/21) (see Exhibit 33.4)

 

(34).Attestation reports on assessment of compliance with servicing criteria forasset-backed securities.

 

34.1Wells Fargo Bank, National Association, asCertificate Administrator

 

34.2Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator (from11/1/21 to 12/31/21)

 

34.3Wells Fargo Bank, National Association, asCustodian

 

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

 

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 OperatingAdvisor

 

34.10CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

34.11Wells Fargo Bank, National Association, as MasterServicer under the BANK 2021-BNK34 securitization, pursuant to which the followingmortgage loans were serviced by such party: Four Constitution Square (from8/11/21 to 12/31/21), 375 Pearl Street (from 8/11/21 to 12/31/21), ThreeConstitution Square (from 8/11/21 to 12/31/21), U.S. Steel Tower (from 8/11/21to 12/31/21), Fortune 7 Leased Campus (from 8/11/21 to 12/31/21) (see Exhibit34.5)

 

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 8/11/21 to 12/31/21), 375 Pearl Street (from 8/11/21 to 12/31/21), ThreeConstitution Square (from 8/11/21 to 12/31/21), U.S. Steel Tower (from 8/11/21to 12/31/21), Fortune 7 Leased Campus (from 8/11/21 to 12/31/21) (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 8/11/21 to 12/31/21), 375 Pearl Street (from 8/11/21 to 12/31/21), ThreeConstitution Square (from 8/11/21 to 12/31/21), U.S. Steel Tower (from 8/11/21to 12/31/21), Fortune 7 Leased Campus (from 8/11/21 to 12/31/21)

 

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 8/11/21 to 12/31/21), 375 Pearl Street (from 8/11/21 to 12/31/21), ThreeConstitution Square (from 8/11/21 to 12/31/21), U.S. Steel Tower (from 8/11/21to 12/31/21), Fortune 7 Leased Campus (from 8/11/21 to 12/31/21) (see Exhibit34.3)

 

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 11/1/21 to 12/31/21), 375 Pearl Street (from11/1/21 to 12/31/21), Three Constitution Square (from 11/1/21 to 12/31/21),U.S. Steel Tower (from 11/1/21 to 12/31/21), Fortune 7 Leased Campus (from11/1/21 to 12/31/21) (see Exhibit 34.4)

 

(35). Servicercompliance statement.

 

35.1Wells Fargo Bank, National Association, asCertificate Administrator

 

35.2Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator (from11/1/21 to 12/31/21)

 

35.3Wells Fargo Bank, National Association, asCustodian

 

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

 

35.5Wells Fargo Bank, National Association, as MasterServicer

 

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

 

35.7KeyBank 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 8/11/21 to 12/31/21), 375 Pearl Street (from 8/11/21 to 12/31/21), ThreeConstitution Square (from 8/11/21 to 12/31/21), U.S. Steel Tower (from 8/11/21to 12/31/21), Fortune 7 Leased Campus (from 8/11/21 to 12/31/21) (see Exhibit35.5)

 

35.10Greystone 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 8/11/21 to 12/31/21), 375 Pearl Street (from 8/11/21 to 12/31/21), ThreeConstitution Square (from 8/11/21 to 12/31/21), U.S. Steel Tower (from 8/11/21to 12/31/21), Fortune 7 Leased Campus (from 8/11/21 to 12/31/21)

 

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 8/11/21 to 12/31/21), 375 Pearl Street (from 8/11/21 to 12/31/21), ThreeConstitution Square (from 8/11/21 to 12/31/21), U.S. Steel Tower (from 8/11/21to 12/31/21), Fortune 7 Leased Campus (from 8/11/21 to 12/31/21) (see Exhibit35.3)

 

35.12Computershare 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 11/1/21 to 12/31/21), 375 Pearl Street (from11/1/21 to 12/31/21), Three Constitution Square (from 11/1/21 to 12/31/21),U.S. Steel Tower (from 11/1/21 to 12/31/21), Fortune 7 Leased Campus (from11/1/21 to 12/31/21) (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 Form 8-Kfiled on August 11, 2021 under SEC File No. 333-227446-16 and incorporated byreference 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 referenceherein).

 

(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 ThreeConstitution Square loan combination (filed as Exhibit 99.8 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).

 

(99.9) 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 of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 30, 2022