**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

**x****  ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2021or**

**o**** ****TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-257991-01**

**Central Index Key Number of the issuing entity:0001889297**

**BANK 2021-BNK37**

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

** **

**Central Index Key Number of the depositor: 0000850779**

**Wells Fargo Commercial MortgageSecurities, Inc.**

**(exact name of the depositor as specified in itscharter)**

** **

**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: 0001102113**

**Bank of America, NationalAssociation**

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

** **

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

**Morgan Stanley Mortgage CapitalHoldings LLC**

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

** **

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

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

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

** **

| **New York****(State or other jurisdiction of  incorporation or organization of**

**the issuing entity)** | **38-4197366**

**38-4197367**

**38-7274829**

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

**Identification Number)** |
|------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------|

**c/o Computershare Trust Company, N.A.**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

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

**21045**

**(Zip Code)**

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

**(704) 374-6161**

Securities registered pursuant to Section 12(b) of the Act:

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

 

Securities registered pursuant to Section 12(g) of theAct:  None.

Indicate by check mark if the registrant is a well-knownseasoned issuer, as defined in Rule 405 of the Securities Act.  o Yes ⌧No

Indicate by check mark if the registrant is not required tofile reports pursuant to Section 13 or Section 15(d) of the Act.  o Yes ⌧No

Indicate by check mark whether the registrant (1) has filedall reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  ⌧ Yes oNo

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (Section 232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit and postsuch files).

Not applicable.

Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated by referencein Part III of this Form 10-K or any amendment to this Form 10-K.   

Not applicable.

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

Non-acceleratedfiler          ⌧  (Do not check if asmaller reporting company)                          Smaller reporting company                    o

                                                                                                                                                       Emerging growthcompany                    o

If an emerging growth company, indicate by check mark if theregistrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.  o

Indicate by check mark whether the registrant has filed areport on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report. o

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Act).  o Yes ⌧ No

State the aggregate market value of the voting and non-votingcommon equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked price ofsuch common equity, as of the last business day of the registrant’s mostrecently completed second fiscal quarter.

Not applicable.

Indicate by check mark whether the registrant has filed alldocuments and reports required to be filed by Section 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securitiesunder a plan confirmed by a court.  oYes oNo

Not applicable.

Indicate the number of shares outstanding of each of theregistrant’s classes of common stock, as of the latest practicable date.

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

List hereunder the following documents if incorporated byreference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) intowhich the document is incorporated: (1) Any annual report to security holders;(2) Any proxy or information statement; and (3) Any prospectus filed pursuantto Rule 424(b) or (c) under the Securities Act of 1933. The listed documentsshould be clearly described for identification purposes (e.g., annual report tosecurity holders for fiscal year ended December 24, 1980).

Not applicable.

 

** **

**EXPLANATORY NOTES**

The 1201 Lake Robbins Mortgage Loan, theRaymour & Flanigan Campus Mortgage Loan and the ExchangeRight 49 MortgageLoan, which constituted approximately 7.6%, 4.3% and 3.4%, respectively, of theasset pool of the issuing entity as of its cut-off date, are each an asset ofthe issuing entity and are each part of a loan combination that includes (a)with respect to the 1201 Lake Robbins Mortgage Loan, three other *pari passu*loans, which are not assets of the issuing entity, (b) with respect to theRaymour & Flanigan Campus Mortgage Loan, one other *pari passu* loan,which is not an asset of the issuing entity and (c) with respect to theExchangeRight 49 Mortgage Loan, one other *pari passu* loan, which is notan asset of the issuing entity. These loan combinations, including the 1201Lake Robbins Mortgage Loan, the Raymour & Flanigan Campus Mortgage Loan andthe ExchangeRight 49 Mortgage Loan, are being serviced and administeredpursuant to the Pooling and Servicing Agreement, which is incorporated byreference as Exhibit 4.1 to this Annual Report on Form 10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the One SOHO Square Mortgage Loan, whichconstituted approximately 5.7% of the asset pool of the issuing entity as ofits cut-off date.  The One SOHO Square Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the One SOHOSquare Mortgage Loan, nineteen other *pari passu* loans and threesubordinate companion loans, which are not assets of the issuing entity. A *paripassu* portion of the loan combination was securitized in the SOHO 2021-SOHOtransaction (the “SOHO 2021-SOHO Transaction”). This loan combination, includingthe One SOHO Square Mortgage Loan, is being serviced and administered pursuantto the trust and servicing agreement for the SOHO 2021-SOHO Transaction, whichis incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the One North Wacker Mortgage Loan and theArizona Mills Mortgage Loan, which constituted approximately 8.7% and 1.9%,respectively, of the asset pool of the issuing entity as of its cut-offdate.  The One North Wacker Mortgage Loan and the Arizona Mills MortgageLoan are each an asset of the issuing entity and are each part of a loancombination that includes (a) with respect to the One North Wacker MortgageLoan, four other *pari passu* loans, which are not assets of the issuingentity or (b) with respect to the Arizona Mills Mortgage Loan, three other *paripassu* loans, which are not assets of the issuing entity. A *pari passu*portion of each loan combination was securitized in the BANK 2021-BNK36transaction, Commission File Number 333-228375-07 (the “BANK 2021-BNK36Transaction”). These loan combinations, including the One North WackerMortgage Loan and the Arizona Mills Mortgage Loan, are being serviced andadministered pursuant to the pooling and servicing agreement for the BANK2021-BNK36 Transaction, which is incorporated by reference as Exhibit 4.3 tothis Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Park Avenue Plaza Mortgage Loan, whichconstituted approximately 5.7% of the asset pool of the issuing entity as ofits cut-off date.  The Park Avenue Plaza Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the Park AvenuePlaza Mortgage Loan, six other *pari passu* loans and one subordinatecompanion loan, which are not assets of the issuing entity. A *pari passu*portion of the loan combination was securitized in the Morgan Stanley Capital ITrust 2021-PLZA transaction (the “MSC 2021-PLZA Transaction”). This loancombination, including the Park Avenue Plaza Mortgage Loan, is being servicedand administered pursuant to the trust and servicing agreement for the MSC2021-PLZA Transaction, which is incorporated by reference as Exhibit 4.4 tothis Annual Report on Form 10-K.

The master servicer of a poolingand servicing agreement or trust and servicing agreement also functions as theprimary servicer of the related mortgage loans serviced and administeredpursuant to such agreement unless a separate primary servicer is identifiedherein.  If this report does not identify a separate primary servicer, theservicer compliance statement provided by the master servicer under any suchagreement also encompasses its responsibilities as primary servicer of therelated mortgage loan or mortgage loans.

Wells Fargo Bank, NationalAssociation is the general master servicer of the mortgage loans serviced underthe Pooling and Servicing Agreement, the primary servicer of the One NorthWacker Mortgage Loan and the Arizona Mills Mortgage Loan and the primaryservicer and special servicer of the Park Avenue Plaza Mortgage Loan. As aresult, Wells Fargo Bank, National Association is a “servicer” as defined inItem 1108(a)(2)(iii) of Regulation AB, in the capacities described above,because it is servicing mortgage loans that constituted 10% or more of theassets of the issuing entity as of its cut-off date. The assessments ofcompliance with applicable servicing criteria, accountants’ attestation reportsand servicer compliance statements delivered by Wells Fargo Bank, NationalAssociation in the capacities described above are listed in the Exhibit Index.

Wells Fargo Bank, NationalAssociation is the custodian of the One North Wacker Mortgage Loan, the ParkAvenue Plaza Mortgage Loan and the Arizona Mills Mortgage Loan.  As aresult, Wells Fargo Bank, National Association is a servicing function participantin the capacities described above, because it is servicing mortgage loans thatconstituted 5% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria andaccountants’ attestation reports delivered by Wells Fargo Bank, NationalAssociation in the capacities described above are listed in the Exhibit Index.

Pentalpha Surveillance LLC is theoperating advisor of the One North Wacker Mortgage Loan, the One SOHO SquareMortgage Loan and the Arizona Mills Mortgage Loan.  As a result, PentalphaSurveillance LLC is a servicing function participant in the capacitiesdescribed above, because it is servicing mortgage loans that constituted 5% ormore of the assets of the issuing entity as of its cut-off date. Theassessments of compliance with applicable servicing criteria and accountants’attestation reports delivered by Pentalpha Surveillance LLC in the capacitiesdescribed above are listed in the Exhibit Index.

Rialto Capital Advisors, LLC isthe special servicer of the One North Wacker Mortgage Loan and the ArizonaMills Mortgage Loan. As a result, Rialto Capital Advisors, LLC is a “servicer”as defined in Item 1108(a)(2)(iii) of Regulation AB, in the capacitiesdescribed above, because it is servicing mortgage loans that constituted 10% ormore of the assets of the issuing entity as of its cut-off date. Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements delivered by RialtoCapital Advisors, LLC in the capacities described above are listed in theExhibit Index.

Wilmington Trust, NationalAssociation acts as trustee of the mortgage loans serviced under the Poolingand Servicing Agreement, the One North Wacker Mortgage Loan, the Arizona MillsMortgage Loan and the Park Avenue Plaza Mortgage Loan.  Pursuant to thePooling and Servicing Agreement, the pooling and servicing agreement for theBANK 2021-BNK36 Transaction and the trust and servicing agreement for the MSC2021-PLZA Transaction, the trustee is required to provide an assessment ofcompliance with applicable servicing criteria solely with respect to Item1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guaranteesregarding collections, cash flows or distributions, and any interest or otherfees charged for such advances, are made, reviewed and approved as specified inthe transaction agreements). However, during the reporting period, the trusteedid not perform any servicing function with respect to the servicing criteriaspecified in Item 1122(d)(2)(iii) of Regulation AB.  The master serviceror the special servicer, to the extent required, performed the servicingfunction identified with respect to Item 1122(d)(2)(iii) of Regulation AB, andeach such party included Item 1122(d)(2)(iii) of Regulation AB in theassessment of compliance with applicable servicing criteria and accountant’sattestation report for the subject transaction.  As a result, this AnnualReport on Form 10-K does not include an assessment of compliance withapplicable servicing criteria of the trustee. One or more other servicers ofthe mortgage loans serviced under the Pooling and Servicing Agreement, the OneNorth Wacker Mortgage Loan, the Arizona Mills Mortgage Loan and the Park AvenuePlaza Mortgage Loan have delivered one or more assessments of compliance withrespect to Item 1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria and accountants’attestation reports from CoreLogic Solutions, LLC.  This entity wasengaged by the general master servicer under the Pooling and ServicingAgreement and the primary servicer of the One North Wacker Mortgage Loan, theArizona Mills Mortgage Loan and the Park Avenue Plaza Mortgage Loan to remittax payments received from the escrow accounts of borrowers to local taxingauthorities, to report tax amounts due, to verify tax parcel information, andto verify non-escrow tax payments. These servicing functions are includedwithin the servicing criteria set forth in Items 1122(d)(4)(xi) and1122(d)(4)(xii) of Regulation AB.  Therefore, under the principles-baseddefinition of “servicer” set forth in Item 1101(j) of Regulation AB that looksto the functions that an entity performs, this vendor is a “servicer” for thepurposes of Item 1122 of Regulation AB.  *See* Compliance andDisclosure Interpretations, Section 301.01 (Item 1101(j)).

This AnnualReport on Form 10-K includes an assessment of compliance with applicableservicing criteria, accountants’ attestation report and servicer compliancestatement from Computershare Trust Company, National Association (“CTCNA”). CTCNA was engaged by Wells Fargo Bank, National Association (“Wells Fargo”),in its capacity as certificate administrator and custodian, to perform certainspecified servicing functions identified in the assessment of compliance withapplicable servicing criteria and accountants’ attestation reports.  WellsFargo engaged CTCNA in connection with the sale of Wells Fargo’s corporatetrust services business to CTCNA and its affiliates.  Further, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this partyis a “servicer” for the purposes of Item 1123 of Regulation AB.  SeeCompliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements of the certificate administrator of the One North WackerMortgage Loan, the Arizona Mills Mortgage Loan, the Park Avenue Plaza MortgageLoan and the One SOHO Square Mortgage Loan are omitted from this Annual Reporton Form 10-K as the certificate administrator pursuant to the related poolingand servicing agreement or trust and servicing agreement does not perform anyactivities that address servicing criteria with respect to the issuing entityand because they are each not a “servicer” that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB.

With respect to the *pari passu*loan combination that includes the One SOHO Square Mortgage Loan, the servicercompliance statements of KeyBank National Association as primary servicer ofthe One SOHO Square Mortgage Loan and Midland Loan Services, a Division of PNCBank, National Association as special servicer of the One SOHO Square MortgageLoan, listed on the Exhibit Index are omitted from this Annual Report on Form10-K as they are not required by Item 1123 of Regulation AB to be included onthis Annual Report on Form 10-K because they are each an unaffiliated partythat is not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through(iii) of Regulation AB.

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

**Item 1B.  Unresolved Staff Comments.**

None.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

**Item 5.  Market for Registrant’s Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities.**

Omitted.

**Item 6.  Selected Financial Data.**

Omitted.

**Item 7.  Management’s Discussion and Analysis ofFinancial Condition and Results of Operations.**

Omitted.

**Item 7A.  Quantitative and Qualitative DisclosuresAbout Market Risk.**

Omitted.

**Item 8.  Financial Statements and Supplementary Data.**

Omitted.

**Item 9.  Changes in and Disagreements WithAccountants on Accounting and Financial Disclosure.**

Omitted.

**Item 9A.  Controls and Procedures.**

Omitted.

**Item 9B.  Other Information.**

None.

**PART III**

**Item 10.  Directors, Executive Officers and CorporateGovernance.**

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

**Item 12.  Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters.**

Omitted.

**Item 13.  Certain Relationships and RelatedTransactions, and Director Independence.**

Omitted.

**Item 14.  Principal Accounting Fees and Services.**

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

**Item 1112(b) of Regulation AB, Significant ObligorFinancial Information.**

No single obligor represents 10% or more of the pool assetsheld by the issuing entity. 

 

**Item 1114(b)(2) of Regulation AB, Significant EnhancementProvider Financial Information.**

No entity or group of affiliated entities provides any external creditenhancement or other support for the certificates within this transaction asdescribed under Item 1114(a) of Regulation AB.

**Item 1115(b) of Regulation AB, Certain DerivativesInstruments (Financial Information).**

No entity or group of affiliated entities provides anyderivative instruments or other support for the certificates within thistransaction as described under Item 1115 of Regulation AB.

**Item 1117 of Regulation AB, Legal Proceedings.**

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties, and the following,with respect to CWCapital Asset Management LLC, as special servicer, WellsFargo Bank, National Association, as certificate administrator and ascustodian, and U.S. Bank National Association, as trustee, as certificateadministrator and as custodian.

From time to time, CWCapital Asset Management LLC, a Delawarelimited liability company (“CWCAM”), is a party to lawsuits and otherlegal proceedings as part of its duties as a special servicer (e.g.,enforcement of loan obligations) and/or arising in the ordinary course ofbusiness.  Other than as set forth in the following paragraphs, there arecurrently no legal proceedings pending, and no legal proceedings known to becontemplated by governmental authorities, against CWCAM or of which any of itsproperty is the subject, that are material to the certificateholders.

On December 17, 2015, U.S. Bank National Association, thetrustee under five pooling and servicing agreements for (i) Wachovia BankCommercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2,(iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC CommercialMortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenceda proceeding with the Second Judicial District Court of Ramsey County, Minnesota(the “State Court”) for a declaratory judgment as to the properallocation of certain proceeds (“Disputed Proceeds”) received by CWCAMin connection with the sale of the Peter Cooper Village and Stuyvesant Townproperty in New York, New York securing loans held by those trusts.  CWCAMwas the special servicer of such property.  The petition requests theState Court to instruct the trustee, the trust beneficiaries, and any otherinterested parties as to the amount of the Disputed Proceeds, if any, thatconstitute penalty interest and/or the amount of the Disputed Proceeds, if any,that constitute gain-on-sale proceeds, with respect to each trust.  OnFebruary 24, 2016, CWCAM made a limited appearance with the State Court to filea motion to dismiss this proceeding based on lack of jurisdiction, mootness,standing and forum non conveniens.  On July 19, 2016, the State Courtdenied CWCAM’s motion to dismiss.  On July 22, 2016, the action wasremoved to federal court in Minnesota (“Federal Court”).  On October21, 2016, the Federal Court held a hearing on the motion to transfer the actionto the United States District Court for the Southern District of New York (“SDNYCourt”), a motion to remand to state court and a motion to hear CWCAM’srequest for reconsideration of the motion to dismiss.  On March 14, 2017,the Federal Court reserved the determination on the motion to hear CWCAM’srequest for reconsideration of the motion to dismiss, denied the motion toremand the matter to state court and granted the motion to transfer theproceeding to the SDNY Court.  Cross motions for judgment on the pleadingswere filed but the SDNY Court was unable to decide the case based on thepleadings and the SDNY Court ordered discovery.  All fact discovery was completedin December, 2018 and expert discovery was completed on March 15, 2019. The parties submitted cross motions for summary judgment, and onMarch 19, 2020, the SDNY Court entered an opinion andorder in which it granted summary judgment in CWCAM’s favor and held that CWCAMwas entitled to the entire amount of penalty interest and that CWCAM’sdetermination of Yield Maintenance was correct.  In the 127-page opinion,the SDNY Court found for CWCAM on every issue presented by the trustee’spetition, namely, that the funds in dispute constitute penalty interest andyield maintenance, not gain-on-sale proceeds, and that the amount of penaltyinterest and yield maintenance was correctly calculated. An appeal of the SDNYCourt’s decision was taken on April 29, 2020.  Oral argument on the appealoccurred on June 21, 2021. The parties await the decision of the appealscourt.  

On December 1, 2017, a complaint against CWCAM and others wasfiled in the United States District Court for the Southern District of New Yorkstyled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., No.17-cv-9463 (the “Original Complaint”). The gravamen of theOriginal  Complaint alleged breaches of a contract and fiduciary duties byCWCAM’s affiliate, CWCapital Investments LLC in its capacity as collateralmanager for the collateralized debt obligation transaction involving CWCapitalCobalt Vr, Ltd. In total, there are 14 counts pled in the Original Complaint.Of those 14, 5 claims were asserted against CWCAM for aiding and abetting breachof fiduciary duty, conversion and unjust enrichment. On May 23, 2018, theOriginal Complaint was dismissed for lack of subject matterjurisdiction.   On June 28, 2018, CWCapital Cobalt Vr Ltd. filed asubstantially similar complaint in the Supreme Court of the State of New York,County of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapital InvestmentsLLC, et al., Index No. 653277/2018 (the “New Complaint”).  Thegravamen of the New Complaint is the same as the previous complaint filed inthe United State District Court for the Southern District of New York.  Intotal there are 16 counts pled in the New Complaint. Of those 16 counts, 5claims were asserted against CWCAM for aiding and abetting breach of fiduciaryduty, conversion and unjust enrichment, 1 count seeks a declaratory judgementthat the plaintiff has the right to enforce the contracts in question and 1count seeks an injunction requiring the defendants to recognize the plaintiffas the directing holder for the trusts in question. On January 11, 2019, theplaintiff dismissed with prejudice the declaratory judgment and injunctioncounts.  The New Complaint and related summons was not served on thedefendants until July 13, 2018 and July 16, 2018.  The plaintiff’s motionfor a preliminary injunction was denied by the court on July 31, 2018.  OnAugust 3, 2018, the defendants, including CWCAM, filed a motion to dismiss theNew Complaint in its entirety. On August 20, 2019, the court entered an ordergranting defendants’ motion almost in its entirety, dismissing 11 of the 16counts and partially dismissing 2 additional counts.  Of the remainingcounts, 2 are asserted against CWCAM for aiding and abetting breach offiduciary duty and unjust enrichment.  On September 19, 2019, CWCapitalCobalt Vr Ltd. filed a notice of appeal relating to the August 20, 2019dismissal order and on September 26, 2019, filed an amended complaint againstCWCI and CWCAM attempting to address deficiencies relating to certain of theclaims dismissed by the August, 20, 2019 order.  CWCI and CWCAM filed itsMotion to Dismiss the amended complaint on October 28, 2019.  The courtheard argument on the Motion to Dismiss the amended complaint on January 22,2020 and on October 23, 2020, the court granted the motion dismissing theamended claims.  On November 30, 2020, CWCapital Cobalt Vr Ltd filed anotice of appeal relating to the October 23, 2020 dismissal order.  OnApril 27, 2021, the First Department affirmed the dismissal as to claimsagainst CWCAM that were part of the August 20, 2019 dismissal, but reversed thedismissal of two counts for breach of the Collateral Management Agreementagainst CWCI.  CWCI has sought leave to file an appeal of thedecision.  Both requests for leave were denied by the First Department. The plaintiff has also sought leave to appeal the dismissal of the claimsagainst CWCAM.  CWCAM believes that it has performed its obligations underthe related pooling and servicing agreements in good faith and the remainingallegations in the New Complaint are without merit.  

On January 24, 2016 PSW NYC LLCcommenced a complaint (the “PSW Complaint”) with the Supreme Court of the Stateof New York, County of New York (the “PSW Court”) against Bank of America, N.A.as trustee under the pooling and servicing agreements for Wachovia BankCommercial Mortgage Trust 2007-C30 and COBALT CMBS Commercial Trust 2007-C2,U.S. Bank National Association as trustee under the pooling and servicingagreements for Wachovia Bank Commercial Mortgage Trust 2007-C31, ML-CFC CommercialMortgage Trust 2007-5 and ML-CFC Commercial Mortgage Trust 2007-6(collectively, the “PSW Trusts”), PCV-M Holdings LLC and CWCapital AssetManagement LLC, individually and as special servicer for the PSW Trusts(collectively, the “Defendants”) seeking either (a) damages in an amount to bedetermined by the PSW Court but alleged by the plaintiffs to be approximately$500,000,000 – such amount being the amount PSW NYC LLC alleges would have beenrecovered on certain mezzanine loans (the “PCVST Mezzanine Loans”) related tothe Peter Cooper Village and Stuyvesant Town property (the “PCVST Property”) inNew York City which PSW NYC LLC sold to an entity related to the Defendantspursuant to a settlement agreement related to certain prior litigation (the“2010 Settlement Agreement”) or (b) the rescission of the 2010 SettlementAgreement which would result in, among other things, the rescission of the saleof the PCVST Mezzanine Loans and a claim for certain proceeds from the sale ofthe PCVST Property. PSW NYC LLC alleges that the Defendants procured the 2010Settlement Agreement by fraud and further that the terms of the 2010 SettlementAgreement were breached by the Defendants. On February 26, 2016, CWCAM onbehalf of itself and the other Defendants filed a motion to dismiss the PSWComplaint (the “CWCAM Motion to Dismiss”). On April 11, 2016, PSW NYC LLCopposed the CWCAM Motion to Dismiss and cross-moved for a partial summaryjudgment on liability regarding allegations of breach of the 2010 SettlementAgreement (the “PSW Cross-Motion”). On May 5, 2016, the Defendants subsequentlyfiled its reply and opposition to the PSW Cross-Motion. On August 23, 2016,oral arguments were provided to the PSW Court regarding the PSW Complaint, theCWCAM Motion to Dismiss and the PSW Cross-Motion and the PSW Court took sucharguments under advisement. On October 31, 2016, the PSW Court issued an ordergranting the CWCAM Motion to Dismiss, denying the PSW Cross-Motion anddismissing the PSW Complaint with prejudice. Subsequently, PSW NYC LLC filed anotice of appeal relating to such order. On February 21, 2017, PSW NYC LLCfiled its appeal and supporting brief arguing that the PSW Court erred byfinding no breach of the assignment agreement and no fraudulent inducement.Oral argument was heard on May 4, 2017 at which point the court took thearguments under advisement. On May 25, 2017, the New York 1stDepartment appellate court affirmed the dismissal of all PSW claims and denieda request for leave to appeal to the New York Court of Appeals on September 12,2017.  

On March 31, 2016, RAIT Preferred Funding II LTD. (“RAITPreferred Funding”) commenced a complaint (“RAIT Complaint”) withthe Supreme Court of the State of New York, County of New York (the “RAITCourt”), claiming it owns $18,500,000 of a mortgage loan secured by thedevelopment of the One Congress Street Property in Boston, Massachusetts (the “Loan”)and seeking (a) a declaratory judgment stating that RAIT Preferred Funding isthe directing lender under a co-lender agreement dated March 28, 2007 and apooling and servicing agreement dated March 1, 2007 (collectively, the “OperativeAgreements”) and was the directing lender at the time of the impropermodification of the Loan, (b) a declaratory judgment stating that RAIT PreferredFunding has the right to terminate the special servicer, (c) monetary damagesfor the value of the bonds and fees paid to CWCAM as the special servicer ofthe Loan and (d) other things.  On May 17, 2016, CWCAM filed a motion todismiss the RAIT Complaint (“Motion to Dismiss”) stating that the RAITComplaint did not state a claim and the essential facts of the RAIT Complaintare negated by affidavits and evidentiary materials submitted with the RAITComplaint.  On June 14, 2016, RAIT Preferred Funding filed a Memorandum ofLaw in Opposition to the Motion to Dismiss (“Opposition”) stating thatthe claims in the RAIT Complaint were properly stated.  On June 30, 2016,CWCAM filed a reply in support of the Motion to Dismiss and in response to theOpposition, stating that each of CWCAM’s arguments is supported by the expresslanguage of the agreements between the parties, the documentary evidence andNew York case law.  On September 30, 2016, RAIT Preferred Funding andCWCAM entered into a confidential Settlement Agreement (the “2016 Settlement”),which provides for a stay of the RAIT Preferred Funding litigation (the “LitigationStay”) through August 25, 2017.  Pursuant to the terms of the 2016Settlement, upon satisfaction of a term of the 2016 Settlement by August 25,2017 (or such later date agreed to by the parties), the RAIT Preferred Fundinglitigation will be dismissed, with prejudice.  On May 19, 2017 theBorrower repaid the Loan in accordance with the terms of the notes andsatisfied the condition to dismissal with prejudice.  RAIT has refused todismiss the case and is claiming that the B Note should be paid in full. CWCAM believes that it has performed its obligations under the OperativeAgreements in good faith, and that the action should be dismissed withprejudice.  On August 29, 2017, the RAIT Court granted leave to RAITPreferred Funding to amend its complaint.  On September 20, 2017, RAITPreferred Funding filed an Amended Complaint (the “RAIT Amended Complaint”),which omits its original claims, adds Wells Fargo Bank as a defendant, andseeks (a) specific performance requiring repayment of the $18,500,000 principalamount of the B Note or, in the alternative, monetary damages, including the$18,500,000 principal amount of the B Note, in an amount to be determined attrial, (b) monetary damages on any fees paid to CWCAM as special servicer orWells Fargo Bank as master servicer in connection with the borrower’s repaymentof the Loan, (c) a declaratory judgment that RAIT Preferred Funding is entitledto recover the full $18,500,000 principal amount of the B Note, (d) punitivedamages against CWCAM, and (e) other things.  On October 11, 2017, CWCAMfiled a motion to dismiss the RAIT Amended Complaint (“CWCAM Motion toDismiss Amended Complaint”) stating that the RAIT Amended Complaint did notstate a claim and the essential facts of the RAIT Amended Complaint are negatedby the Operative Agreements and other admissible evidentiary materials. On November 13, 2017, Wells Fargo Bank filed a motion to dismiss the RAITAmended Complaint (the “Wells Fargo Motion to Dismiss Amended Complaint”)and joined the CWCAM Motion to Dismiss Amended Complaint.  On January 29,2018, the court dismissed all claims but for breach of contract and discoveryhas commenced.  CWCAM filed a Motion for Summary Judgement on March 18,2019.   This matter was settled and the case dismissed on May 15,2019.  

In December 2014, Phoenix LightSF Limited and certain related entities and the National Credit UnionAdministration (NCUA) filed complaints in the United States District Court forthe Southern District of New York against Wells Fargo Bank, alleging claimsagainst Wells Fargo Bank in its capacity as trustee for a number of residentialmortgage-backed securities trusts. Complaints raising similar allegations havebeen filed by Commerzbank AG in the Southern District of New York and by IKBInternational and IKB Deutsche Industriebank in New York state court. In eachcase, the plaintiffs allege that Wells Fargo Bank, as trustee, caused losses toinvestors, and plaintiffs assert causes of action based upon, among otherthings, the trustee’s alleged failure to notify and enforce repurchaseobligations of mortgage loan sellers for purported breaches of representationsand warranties, notify investors of alleged events of default, and abide byappropriate standards of care following alleged events of default. Wells FargoBank previously settled two class action lawsuits with similar allegations thatwere filed in November 2014 and December 2016 by institutional investors in theSouthern District of New York and New York state court, respectively. Inaddition, Park Royal I LLC and Park Royal II LLC have filed complaints in NewYork state court alleging Wells Fargo Bank, N.A., as trustee, failed to takeappropriate actions upon learning of defective mortgage loan documentation. InMarch 2021, the Company entered into an agreement to resolve the case filed bythe NCUA.

 

In addition to the foregoingcases, in August 2014 and August 2015 Nomura Credit & Capital Inc. (“Nomura”)and Natixis Real Estate Holdings, LLC (“Natixis”) filed a total of seventhird-party complaints against Wells Fargo Bank in New York state court. In theunderlying first-party actions, Nomura and Natixis have been sued for allegedbreaches of representations and warranties made in connection with residentialmortgage-backed securities sponsored by them. In the third-party actions,Nomura and Natixis allege that Wells Fargo Bank, as master servicer, primaryservicer or securities administrator, failed to notify Nomura and Natixis oftheir own breaches, failed to properly oversee the primary servicers, andfailed to adhere to accepted servicing practices. Natixis additionally allegesthat Wells Fargo Bank failed to perform default oversight duties. Wells FargoBank has asserted counterclaims alleging that Nomura and Natixis failed toprovide Wells Fargo Bank notice of their representation and warranty breaches.

 

With respect to each of the foregoing litigations, Wells FargoBank believes plaintiffs' claims are without merit and intends to contest theclaims vigorously, but there can be no assurances as to the outcome of thelitigations or the possible impact of the litigations on Wells Fargo Bank orthe related RMBS trusts.

 

U.S. Bank National Association (“U.S. Bank”) and other largefinancial institutions have been sued in their capacity as trustee or successortrustee for certain residential mortgage backed securities ("RMBS")trusts.  The complaints, primarily filed by investors or investor groupsagainst U.S. Bank and similar institutions, allege the trustees caused lossesto investors as a result of alleged failures by the sponsors, mortgage loansellers and servicers to comply with the governing agreements for these RMBStrusts.  Plaintiffs generally assert causes of action based upon thetrustees’ purported failures to enforce repurchase obligations of mortgage loansellers for alleged breaches of representations and warranties, notifysecurityholders of purported events of default allegedly caused by breaches ofservicing standards by mortgage loan servicers and abide by a heightenedstandard of care following alleged events of default.  

 

U.S. Bank denies liability and believes that it hasperformed its obligations under the RMBS trusts in good faith, that its actionswere not the cause of losses to investors, that it has meritorious defenses,and it has contested and intends to continue contesting the plaintiffs’ claimsvigorously.  However, U.S. Bank cannot assure you as to the outcome of anyof the litigation, or the possible impact of these litigations on the trusteeor the RMBS trusts.  

 

On March 9, 2018, a law firm purporting to represent fifteenDelaware statutory trusts (the “DSTs”) that issued securities backed by studentloans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chanceryagainst U.S. Bank National Association (“U.S. Bank”) in its capacities asindenture trustee and successor special servicer, and three other institutionsin their respective transaction capacities, with respect to the DSTs and theStudent Loans.  This lawsuit is captioned *The National CollegiateStudent Loan Master Trust I, et al. v. U.S. Bank National Association, et al.*,C.A. No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”).  The complaint,as amended on June 15, 2018, alleged that the DSTs have been harmed as a resultof purported misconduct or omissions by the defendants concerningadministration of the trusts and special servicing of the Student Loans. Since the filing of the NCMSLT Action, certain Student Loan borrowers have madeassertions against U.S. Bank concerning special servicing that appear to bebased on certain allegations made on behalf of the DSTs in the NCMSLT Action.

 

U.S. Bank has filed a motion seeking dismissal of theoperative complaint in its entirety with prejudice pursuant to Chancery CourtRules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case whileother prior filed disputes involving the DSTs and the Student Loans are litigated. On November 7, 2018, the Court ruled that the case should be stayed in itsentirety pending resolution of the first-filed cases.  On January 21,2020, the Court entered an order consolidating for pretrial purposes the NCMSLTAction and three other lawsuits pending in the Delaware Court of Chanceryconcerning the DSTs and the Student Loans, which remains pending.  

 

U.S. Bank denies liability in the NCMSLT Action and believesit has performed its obligations as indenture trustee and special servicer ingood faith and in compliance in all material respects with the terms of theagreements governing the DSTs and that it has meritorious defenses.  Ithas contested and intends to continue contesting the plaintiffs’ claimsvigorously.

**Item 1119 of Regulation AB, Affiliations and CertainRelationships and Related Transactions.**

The information regarding this Item has been previouslyprovided in the prospectus of the Registrant relating to the issuing entityfiled on November 22, 2021 pursuant to Rule 424(b)(2).

**Item 1122 of Regulation AB, Compliance with ApplicableServicing Criteria.**

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the mortgage loans are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AAto the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1to this Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the transaction responsible for eachapplicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the One SOHO Square Mortgage Loan,which is being serviced and administered pursuant to the trust and servicingagreement for the SOHO 2021-SOHO Transaction, are attached hereto under Item 15to this Annual Report on Form 10-K. Attached as Exhibit L to the trust andservicing agreement for the SOHO 2021-SOHO Transaction incorporated byreference as Exhibit 4.2 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the SOHO2021-SOHO Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the One North Wacker Mortgage Loanand the Arizona Mills Mortgage Loan, which are being serviced and administeredpursuant to the pooling and servicing agreement for the BANK 2021-BNK36Transaction, are attached hereto under Item 15 to this Annual Report on Form10-K. Attached as Exhibit Z to the pooling and servicing agreement for the BANK2021-BNK36 Transaction incorporated by reference as Exhibit 4.3 to this AnnualReport on Form 10-K is a chart identifying the entities participating in aservicing function for the BANK 2021-BNK36 Transaction responsible for eachapplicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Park Avenue Plaza Mortgage Loan,which is being serviced and administered pursuant to the trust and servicingagreement for the MSC 2021-PLZA Transaction, are attached hereto under Item 15to this Annual Report on Form 10-K. Attached as Exhibit L to the trust andservicing agreement for the MSC 2021-PLZA Transaction incorporated by referenceas Exhibit 4.4 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the MSC 2021-PLZATransaction responsible for each applicable servicing criteria set forth inItem 1122(d).

 

In December 2014, Phoenix LightSF Limited and certain related entities and the National Credit UnionAdministration (NCUA) filed complaints in the United States District Court forthe Southern District of New York against Wells Fargo Bank, alleging claimsagainst Wells Fargo Bank in its capacity as trustee for a number of residentialmortgage-backed securities trusts. Complaints raising similar allegations havebeen filed by Commerzbank AG in the Southern District of New York and by IKBInternational and IKB Deutsche Industriebank in New York state court. In eachcase, the plaintiffs allege that Wells Fargo Bank, as trustee, caused losses toinvestors, and plaintiffs assert causes of action based upon, among otherthings, the trustee’s alleged failure to notify and enforce repurchase obligationsof mortgage loan sellers for purported breaches of representations andwarranties, notify investors of alleged events of default, and abide byappropriate standards of care following alleged events of default. Wells FargoBank previously settled two class action lawsuits with similar allegations thatwere filed in November 2014 and December 2016 by institutional investors in theSouthern District of New York and New York state court, respectively. Inaddition, Park Royal I LLC and Park Royal II LLC have filed complaints in NewYork state court alleging Wells Fargo Bank, N.A., as trustee, failed to takeappropriate actions upon learning of defective mortgage loan documentation. InMarch 2021, the Company entered into an agreement to resolve the case filed bythe NCUA.

 

In addition to the foregoingcases, in August 2014 and August 2015 Nomura Credit & Capital Inc. (“Nomura”)and Natixis Real Estate Holdings, LLC (“Natixis”) filed a total of seventhird-party complaints against Wells Fargo Bank in New York state court. In theunderlying first-party actions, Nomura and Natixis have been sued for allegedbreaches of representations and warranties made in connection with residentialmortgage-backed securities sponsored by them. In the third-party actions, Nomuraand Natixis allege that Wells Fargo Bank, as master servicer, primary serviceror securities administrator, failed to notify Nomura and Natixis of their ownbreaches, failed to properly oversee the primary servicers, and failed toadhere to accepted servicing practices. Natixis additionally alleges that WellsFargo Bank failed to perform default oversight duties. Wells Fargo Bank hasasserted counterclaims alleging that Nomura and Natixis failed to provide WellsFargo Bank notice of their representation and warranty breaches.

 

With respect to each of the foregoing litigations, WellsFargo Bank believes plaintiffs' claims are without merit and intends to contestthe claims vigorously, but there can be no assurances as to the outcome of thelitigations or the possible impact of the litigations on Wells Fargo Bank orthe related RMBS trusts.

U.S. Bank National Association (“U.S. Bank”) and other largefinancial institutions have been sued in their capacity as trustee or successortrustee for certain residential mortgage backed securities ("RMBS")trusts.  The complaints, primarily filed by investors or investor groupsagainst U.S. Bank and similar institutions, allege the trustees caused lossesto investors as a result of alleged failures by the sponsors, mortgage loansellers and servicers to comply with the governing agreements for these RMBStrusts.  Plaintiffs generally assert causes of action based upon thetrustees’ purported failures to enforce repurchase obligations of mortgage loansellers for alleged breaches of representations and warranties, notifysecurityholders of purported events of default allegedly caused by breaches ofservicing standards by mortgage loan servicers and abide by a heightenedstandard of care following alleged events of default.  

 

U.S. Bank denies liability and believes that it hasperformed its obligations under the RMBS trusts in good faith, that its actionswere not the cause of losses to investors, that it has meritorious defenses,and it has contested and intends to continue contesting the plaintiffs’ claimsvigorously.  However, U.S. Bank cannot assure you as to the outcome of anyof the litigation, or the possible impact of these litigations on the trusteeor the RMBS trusts.  

 

On March 9, 2018, a law firm purporting to represent fifteenDelaware statutory trusts (the “DSTs”) that issued securities backed by studentloans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chanceryagainst U.S. Bank National Association (“U.S. Bank”) in its capacities as indenturetrustee and successor special servicer, and three other institutions in theirrespective transaction capacities, with respect to the DSTs and the StudentLoans.  This lawsuit is captioned *The National Collegiate Student LoanMaster Trust I, et al. v. U.S. Bank National Association, et al.*, C.A. No.2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”).  The complaint, as amendedon June 15, 2018, alleged that the DSTs have been harmed as a result ofpurported misconduct or omissions by the defendants concerning administrationof the trusts and special servicing of the Student Loans.  Since thefiling of the NCMSLT Action, certain Student Loan borrowers have madeassertions against U.S. Bank concerning special servicing that appear to bebased on certain allegations made on behalf of the DSTs in the NCMSLT Action.

 

U.S. Bank has filed a motion seeking dismissal of theoperative complaint in its entirety with prejudice pursuant to Chancery CourtRules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case whileother prior filed disputes involving the DSTs and the Student Loans arelitigated.  On November 7, 2018, the Court ruled that the case should bestayed in its entirety pending resolution of the first-filed cases.  OnJanuary 21, 2020, the Court entered an order consolidating for pretrialpurposes the NCMSLT Action and three other lawsuits pending in the DelawareCourt of Chancery concerning the DSTs and the Student Loans, which remainspending.  

 

U.S. Bank denies liability in the NCMSLT Action and believesit has performed its obligations as indenture trustee and special servicer ingood faith and in compliance in all material respects with the terms of theagreements governing the DSTs and that it has meritorious defenses.  Ithas contested and intends to continue contesting the plaintiffs’ claimsvigorously.

**Item 1123 of Regulation AB, Servicer Compliance Statement.**

The servicer compliance statements are attached as Exhibitsto this Annual Report on Form 10-K.

**PART IV**

**Item 15. Exhibits, Financial Statement Schedules**

(a) The following is a list of documents filed as part ofthis Annual Report on Form 10-K:

(1) Not applicable

(2) Not applicable

(3) See below

 

4.1          Pooling and Servicing Agreement, dated as of November 1,2021, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,Wells Fargo Bank, National Association, as General Master Servicer, CWCapitalAsset Management LLC, as General Special Servicer, National Cooperative Bank,N.A., as NCB Master Servicer and as NCB Special Servicer, Computershare TrustCompany, N.A., 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 filed on November 22, 2021 underCommission File No. 333-257991-01 and incorporated by reference herein).

4.2          Trust and Servicing Agreement, dated as of July 30, 2021,among GS Mortgage Securities Corporation II, as Depositor, KeyBank NationalAssociation, as Servicer, Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer, U.S. Bank National Association, asCertificate Administrator and Trustee, U.S. Bank National Association, asCustodian, and Pentalpha Surveillance LLC, as Operating Advisor (filed asExhibit 99.6 to the registrant’s Current Report on Form 8-K filed on November22, 2021 under Commission File No. 333-257991-01 and incorporated by referenceherein).

4.3          Pooling and Servicing Agreement, dated as of October 1,2021, between Banc of America Merrill Lynch Commercial Mortgage Inc., asDepositor, Wells Fargo Bank, National Association, as General Master Servicer,Rialto Capital Advisors, LLC, as General Special Servicer, National CooperativeBank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells FargoBank, National Association, as Certificate Administrator, Wilmington Trust,National Association, as Trustee, and Pentalpha Surveillance LLC, as OperatingAdvisor and as Asset Representations Reviewer (filed as Exhibit 99.5 to theregistrant’s Current Report on Form 8-K filed on November 22, 2021 underCommission File No. 333-257991-01 and incorporated by reference herein).

4.4          Trust and Servicing Agreement, dated as of November 1,2021, betweenMorganStanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association,as Servicer and Special Servicer, Wilmington Trust, National Association, asTrustee, and Wells Fargo Bank, National Association, as CertificateAdministrator and Custodian (filed as Exhibit 99.7 to the registrant’s CurrentReport on Form 8-K filed on November 22, 2021 under Commission File No.333-257991-01 and incorporated by reference herein).

 

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

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

33.1        Wells Fargo Bank, National Association, as GeneralMaster Servicer

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

33.3        CWCapital Asset Management LLC, as General SpecialServicer

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

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

33.6        Computershare Trust Company, N.A., as CertificateAdministrator

33.7        Computershare Trust Company, N.A., as Custodian

33.8        Park Bridge Lender Services LLC, as OperatingAdvisor

33.9        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

33.10      Wells Fargo Bank, National Association, as PrimaryServicer of the 1201 Lake Robbins Mortgage Loan (see Exhibit 33.1)

33.11      CWCapital Asset Management LLC, as Special Servicerof the 1201 Lake Robbins Mortgage Loan (see Exhibit 33.3)

33.12      Wilmington Trust, National Association, as Trustee of the 1201 Lake RobbinsMortgage Loan (Omitted. See Explanatory Notes.)

33.13      Computershare Trust Company, N.A., as Custodian ofthe 1201 Lake Robbins Mortgage Loan (see Exhibit 33.7)

33.14      Park Bridge Lender Services LLC, as OperatingAdvisor of the 1201 Lake Robbins Mortgage Loan (see Exhibit 33.8)

33.15      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 1201 Lake Robbins Mortgage Loan (see Exhibit 33.9)

33.16      Wells Fargo Bank, National Association, as PrimaryServicer of the Raymour & Flanigan Campus Mortgage Loan (see Exhibit 33.1)

33.17      CWCapital Asset Management LLC, as Special Servicerof the Raymour & Flanigan Campus Mortgage Loan (see Exhibit 33.3)

33.18      Wilmington Trust, National Association, as Trustee of the Raymour &Flanigan Campus Mortgage Loan (Omitted. See Explanatory Notes.)

33.19      Computershare Trust Company, N.A., as Custodian ofthe Raymour & Flanigan Campus Mortgage Loan (see Exhibit 33.7)

33.20      Park Bridge Lender Services LLC, as OperatingAdvisor of the Raymour & Flanigan Campus Mortgage Loan (see Exhibit 33.8)

33.21      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Raymour & Flanigan Campus Mortgage Loan (see Exhibit33.9)

33.22      Wells Fargo Bank, National Association, as PrimaryServicer of the ExchangeRight 49 Mortgage Loan (see Exhibit 33.1)

33.23      CWCapital Asset Management LLC, as Special Servicerof the ExchangeRight 49 Mortgage Loan (see Exhibit 33.3)

33.24      Wilmington Trust, National Association, as Trustee of the ExchangeRight 49Mortgage Loan (Omitted. See Explanatory Notes.)

33.25      Computershare Trust Company, N.A., as Custodian ofthe ExchangeRight 49 Mortgage Loan (see Exhibit 33.7)

33.26      Park Bridge Lender Services LLC, as OperatingAdvisor of the ExchangeRight 49 Mortgage Loan (see Exhibit 33.8)

33.27      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the ExchangeRight 49 Mortgage Loan (see Exhibit 33.9)

33.28      KeyBank National Association, as Primary Servicerof the One SOHO Square Mortgage Loan

33.29      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the One SOHO Square Mortgage Loan

33.30      U.S. Bank National Association, as Trustee andCustodian of the One SOHO Square Mortgage Loan

33.31      Pentalpha Surveillance LLC, as Operating Advisorof the One SOHO Square Mortgage Loan

33.32      Wells Fargo Bank, National Association, as PrimaryServicer of the One North Wacker Mortgage Loan (see Exhibit 33.1)

33.33      Rialto Capital Advisors, LLC, as Special Servicerof the One North Wacker Mortgage Loan

33.34      Wilmington Trust, National Association, as Trustee of the One North WackerMortgage Loan (Omitted. See Explanatory Notes.)

33.35      Wells Fargo Bank, National Association, asCustodian of the One North Wacker Mortgage Loan

33.36      Pentalpha Surveillance LLC, as Operating Advisorof the One North Wacker Mortgage Loan (see Exhibit 33.31)

33.37      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the One North Wacker Mortgage Loan (see Exhibit 33.9)

33.38      Computershare Trust Company, N.A., as ServicingFunction Participant for the Custodian of the One North Wacker Mortgage Loan onand after November 1, 2021 (see Exhibit 33.7)

33.39      Wells Fargo Bank, National Association, as PrimaryServicer of the Arizona Mills Mortgage Loan (see Exhibit 33.1)

33.40      Rialto Capital Advisors, LLC, as Special Servicerof the Arizona Mills Mortgage Loan (see Exhibit 33.33)

33.41      Wilmington Trust, National Association, as Trustee of the Arizona MillsMortgage Loan (Omitted. See Explanatory Notes.)

33.42      Wells Fargo Bank, National Association, asCustodian of the Arizona Mills Mortgage Loan (see Exhibit 33.35)

33.43      Pentalpha Surveillance LLC, as Operating Advisorof the Arizona Mills Mortgage Loan (see Exhibit 33.31)

33.44      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Arizona Mills Mortgage Loan (see Exhibit 33.9)

33.45      Computershare Trust Company, N.A., as ServicingFunction Participant for the Custodian of the Arizona Mills Mortgage Loan onand after November 1, 2021 (see Exhibit 33.7)

33.46      Wells Fargo Bank, National Association, as PrimaryServicer of the Park Avenue Plaza Mortgage Loan (see Exhibit 33.1)

33.47      Wells Fargo Bank, National Association, as SpecialServicer of the Park Avenue Plaza Mortgage Loan (see Exhibit 33.1)

33.48      Wilmington Trust, National Association, as Trustee of the Park Avenue PlazaMortgage Loan (Omitted. See Explanatory Notes.)

33.49      Wells Fargo Bank, National Association, asCustodian of the Park Avenue Plaza Mortgage Loan (see Exhibit 33.35)

33.50      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Park Avenue Plaza Mortgage Loan (see Exhibit 33.9)

33.51      Computershare Trust Company, N.A., as ServicingFunction Participant for the Custodian of the Park Avenue Plaza Mortgage Loanon and after November 1, 2021 (see Exhibit 33.7)

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

34.1        Wells Fargo Bank, National Association, as GeneralMaster Servicer

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

34.3        CWCapital Asset Management LLC, as General SpecialServicer

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

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

34.6        Computershare Trust Company, N.A., as CertificateAdministrator

34.7        Computershare Trust Company, N.A., as Custodian

34.8        Park Bridge Lender Services LLC, as OperatingAdvisor

34.9        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

34.10      Wells Fargo Bank, National Association, as PrimaryServicer of the 1201 Lake Robbins Mortgage Loan (see Exhibit 34.1)

34.11      CWCapital Asset Management LLC, as Special Servicerof the 1201 Lake Robbins Mortgage Loan (see Exhibit 34.3)

34.12      Wilmington Trust, National Association, as Trustee of the 1201 Lake RobbinsMortgage Loan (Omitted. See Explanatory Notes.)

34.13      Computershare Trust Company, N.A., as Custodian ofthe 1201 Lake Robbins Mortgage Loan (see Exhibit 34.7)

34.14      Park Bridge Lender Services LLC, as OperatingAdvisor of the 1201 Lake Robbins Mortgage Loan (see Exhibit 34.8)

34.15      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 1201 Lake Robbins Mortgage Loan (see Exhibit 34.9)

34.16      Wells Fargo Bank, National Association, as PrimaryServicer of the Raymour & Flanigan Campus Mortgage Loan (see Exhibit 34.1)

34.17      CWCapital Asset Management LLC, as Special Servicerof the Raymour & Flanigan Campus Mortgage Loan (see Exhibit 34.3)

34.18      Wilmington Trust, National Association, as Trustee of the Raymour &Flanigan Campus Mortgage Loan (Omitted. See Explanatory Notes.)

34.19      Computershare Trust Company, N.A., as Custodian ofthe Raymour & Flanigan Campus Mortgage Loan (see Exhibit 34.7)

34.20      Park Bridge Lender Services LLC, as OperatingAdvisor of the Raymour & Flanigan Campus Mortgage Loan (see Exhibit 34.8)

34.21      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Raymour & Flanigan Campus Mortgage Loan (see Exhibit34.9)

34.22      Wells Fargo Bank, National Association, as PrimaryServicer of the ExchangeRight 49 Mortgage Loan (see Exhibit 34.1)

34.23      CWCapital Asset Management LLC, as Special Servicerof the ExchangeRight 49 Mortgage Loan (see Exhibit 34.3)

34.24      Wilmington Trust, National Association, as Trustee of the ExchangeRight 49Mortgage Loan (Omitted. See Explanatory Notes.)

34.25      Computershare Trust Company, N.A., as Custodian ofthe ExchangeRight 49 Mortgage Loan (see Exhibit 34.7)

34.26      Park Bridge Lender Services LLC, as OperatingAdvisor of the ExchangeRight 49 Mortgage Loan (see Exhibit 34.8)

34.27      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the ExchangeRight 49 Mortgage Loan (see Exhibit 34.9)

34.28      KeyBank National Association, as Primary Servicerof the One SOHO Square Mortgage Loan

34.29      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the One SOHO Square Mortgage Loan

34.30      U.S. Bank National Association, as Trustee andCustodian of the One SOHO Square Mortgage Loan

34.31      Pentalpha Surveillance LLC, as Operating Advisorof the One SOHO Square Mortgage Loan

34.32      Wells Fargo Bank, National Association, as PrimaryServicer of the One North Wacker Mortgage Loan (see Exhibit 34.1)

34.33      Rialto Capital Advisors, LLC, as Special Servicerof the One North Wacker Mortgage Loan

34.34      Wilmington Trust, National Association, as Trustee of the One North WackerMortgage Loan (Omitted. See Explanatory Notes.)

34.35      Wells Fargo Bank, National Association, asCustodian of the One North Wacker Mortgage Loan

34.36      Pentalpha Surveillance LLC, as Operating Advisorof the One North Wacker Mortgage Loan (see Exhibit 34.31)

34.37      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the One North Wacker Mortgage Loan (see Exhibit 34.9)

34.38      Computershare Trust Company, N.A., as ServicingFunction Participant for the Custodian of the One North Wacker Mortgage Loan onand after November 1, 2021 (see Exhibit 34.7)

34.39      Wells Fargo Bank, National Association, as PrimaryServicer of the Arizona Mills Mortgage Loan (see Exhibit 34.1)

34.40      Rialto Capital Advisors, LLC, as Special Servicerof the Arizona Mills Mortgage Loan (see Exhibit 34.33)

34.41      Wilmington Trust, National Association, as Trustee of the Arizona MillsMortgage Loan (Omitted. See Explanatory Notes.)

34.42      Wells Fargo Bank, National Association, asCustodian of the Arizona Mills Mortgage Loan (see Exhibit 34.35)

34.43      Pentalpha Surveillance LLC, as Operating Advisorof the Arizona Mills Mortgage Loan (see Exhibit 34.31)

34.44      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Arizona Mills Mortgage Loan (see Exhibit 34.9)

34.45      Computershare Trust Company, N.A., as ServicingFunction Participant for the Custodian of the Arizona Mills Mortgage Loan onand after November 1, 2021 (see Exhibit 34.7)

34.46      Wells Fargo Bank, National Association, as PrimaryServicer of the Park Avenue Plaza Mortgage Loan (see Exhibit 34.1)

34.47      Wells Fargo Bank, National Association, as SpecialServicer of the Park Avenue Plaza Mortgage Loan (see Exhibit 34.1)

34.48      Wilmington Trust, National Association, as Trustee of the Park Avenue PlazaMortgage Loan (Omitted. See Explanatory Notes.)

34.49      Wells Fargo Bank, National Association, asCustodian of the Park Avenue Plaza Mortgage Loan (see Exhibit 34.35)

34.50      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Park Avenue Plaza Mortgage Loan (see Exhibit 34.9)

34.51      Computershare Trust Company, N.A., as ServicingFunction Participant for the Custodian of the Park Avenue Plaza Mortgage Loanon and after November 1, 2021 (see Exhibit 34.7)

35           Servicer compliance statements.

35.1        Wells Fargo Bank, National Association, as GeneralMaster Servicer

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

35.3        CWCapital Asset Management LLC, as General SpecialServicer

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

35.5        Computershare Trust Company, N.A., as CertificateAdministrator

35.6        Wells Fargo Bank, National Association, as PrimaryServicer of the 1201 Lake Robbins Mortgage Loan (see Exhibit 35.1)

35.7        CWCapital Asset Management LLC, as Special Servicerof the 1201 Lake Robbins Mortgage Loan (see Exhibit 35.3)

35.8        Wells Fargo Bank, National Association, as PrimaryServicer of the Raymour & Flanigan Campus Mortgage Loan (see Exhibit 35.1)

35.9        CWCapital Asset Management LLC, as Special Servicerof the Raymour & Flanigan Campus Mortgage Loan (see Exhibit 35.3)

35.10      Wells Fargo Bank, National Association, as PrimaryServicer of the ExchangeRight 49 Mortgage Loan (see Exhibit 35.1)

35.11      CWCapital Asset Management LLC, as Special Servicerof the ExchangeRight 49 Mortgage Loan (see Exhibit 35.3)

35.12      KeyBank National Association, as Primary Servicer of the One SOHO SquareMortgage Loan (Omitted. See Explanatory Notes.) 

35.13      Midland Loan Services, a Division of PNC Bank, National Association, as SpecialServicer of the One SOHO Square Mortgage Loan (Omitted. See Explanatory Notes.)

35.14      Wells Fargo Bank, National Association, as PrimaryServicer of the One North Wacker Mortgage Loan (see Exhibit 35.1)

35.15      Rialto Capital Advisors, LLC, as Special Servicerof the One North Wacker Mortgage Loan

35.16      Wells Fargo Bank, National Association, as PrimaryServicer of the Arizona Mills Mortgage Loan (see Exhibit 35.1)

35.17      Rialto Capital Advisors, LLC, as Special Servicerof the Arizona Mills Mortgage Loan (see Exhibit 35.15)

35.18      Wells Fargo Bank, National Association, as PrimaryServicer of the Park Avenue Plaza Mortgage Loan (see Exhibit 35.1)

35.19      Wells Fargo Bank, National Association, as SpecialServicer of the Park Avenue Plaza Mortgage Loan (see Exhibit 35.1)

99.1        Agreement Between Note Holders, dated as of October 7,2021, by and between Bank of America, National Association, as Initial Note A-1Holder, Bank of America, National Association, as Initial Note A-2 Holder, Bankof America, National Association, as Initial Note A-3 Holder, Bank of America,National Association, as Initial Note A-4 Holder, Bank of America, NationalAssociation, as Initial Note A-5 Holder, Bank of America, National Association,as Initial Note A-6 Holder, and Bank of America, National Association, asInitial Note A-7 Holder (filed as Exhibit 99.8 to the registrant’s CurrentReport on Form 8-K filed on November 22, 2021 under Commission File No.333-257991-01 and incorporated by reference herein).

99.2        Agreement Between Note Holders, dated as of November 22,2021, by and between Wells Fargo Bank, National Association, as Initial NoteA-1 Holder, Wells Fargo Bank, National Association, as Initial Note A-2 Holder,Wells Fargo Bank, National Association, as Initial Note A-3 Holder, and WellsFargo Bank, National Association, as Initial Note A-4 Holder (filed as Exhibit99.9 to the registrant’s Current Report on Form 8-K filed on November 22, 2021under Commission File No. 333-257991-01 and incorporated by reference herein).

99.3        Co-Lender Agreement, dated as of July 30, 2021 by andamong Goldman Sachs Bank USA, as Initial Note A-1-S Holder, Initial NoteA-1-C-1 – Note A-1-C-8 Holder and Initial Note B-1 Holder, DBR Investments Co.Limited, as Initial Note A-2-S Holder, Initial Note A-2-C-1 – Note A-2-C-6Holder and Initial Note B-2 Holder and Bank of Montreal, as Initial Note A-3-SHolder, Initial Note A-3-C-1 – Note A-3-C-3 Holder and Initial Note B-3 Holder(filed as Exhibit 99.10 to the registrant’s Current Report on Form 8-K filed onNovember 22, 2021 under Commission File No. 333-257991-01 and incorporated byreference herein).

99.4        Agreement Between Note Holders, dated as of November 17,2021 by and between Morgan Stanley Bank, N.A., as Initial Note A-1 Holder,Morgan Stanley Bank, N.A., as Initial Note A-2 Holder, Morgan Stanley Bank,N.A., as Initial Note A-3 Holder, Morgan Stanley Bank, N.A., as Initial NoteA-4 Holder, Morgan Stanley Bank, N.A., as Initial Note A-5 Holder, MorganStanley Bank, N.A., as Initial Note A-6 Holder, Morgan Stanley Bank, N.A., asInitial Note A-7 Holder, Morgan Stanley Bank, N.A., as Initial Note A-8 Holder,and Morgan Stanley Bank, N.A., as Initial Note B-1 Holder (filed as Exhibit99.11 to the registrant’s Current Report on Form 8-K filed on November 22, 2021under Commission File No. 333-257991-01 and incorporated by reference herein).

99.5        Agreement Between Note Holders, dated as of October 7,2021, by and between Bank of America, National Association, as Initial Note A-1Holder, and Bank of America, National Association, as Initial Note A-2 Holder(filed as Exhibit 99.12 to the registrant’s Current Report on Form 8-K filed onNovember 22, 2021 under Commission File No. 333-257991-01 and incorporated byreference herein).

99.6        Agreement Between Note Holders, dated as of November 22,2021, by and between Wells Fargo Bank, National Association, as Initial NoteA-1 Holder, and Wells Fargo Bank, National Association, as Initial Note A-2Holder (filed as Exhibit 99.13 to the registrant’s Current Report on Form 8-Kfiled on November 22, 2021 under Commission File No. 333-257991-01 andincorporated by reference herein).

99.7        Agreement Between Note Holders, dated as of October 7,2021, by and between Bank of America, National Association, as Initial Note A-1Holder, Wells Fargo Bank, National Association, as Initial Note A-2 Holder,Bank of America, National Association, as Initial Note A-3-1 Holder, Bank ofAmerica, National Association, as Initial Note A-3-2 Holder, and Wells FargoBank, National Association, as Initial Note A-4 Holder (filed as Exhibit 99.14to the registrant’s Current Report on Form 8-K filed on November 22, 2021 underCommission File No. 333-257991-01 and incorporated by reference herein).

99.8        Mortgage Loan Purchase Agreement, dated as of November12, 2021, between Wells Fargo Bank, National Association, and Wells FargoCommercial Mortgage Securities, Inc. (filed as Exhibit 99.1 to the registrant’sCurrent Report on Form 8-K filed on November 22, 2021 under Commission File No.333-257991-01 and incorporated by reference herein).

99.9        Mortgage Loan Purchase Agreement, dated as of November12, 2021, between Bank of America, National Association, and Wells FargoCommercial Mortgage Securities, Inc. (filed as Exhibit 99.2 to the registrant’sCurrent Report on Form 8-K filed on November 22, 2021 under Commission File No.333-257991-01 and incorporated by reference herein).

99.10      Mortgage Loan Purchase Agreement, dated as of November12, 2021, between Morgan Stanley Mortgage Capital Holdings LLC and Wells FargoCommercial Mortgage Securities, Inc. (filed as Exhibit 99.3 to the registrant’sCurrent Report on Form 8-K filed on November 22, 2021 under Commission File No.333-257991-01 and incorporated by reference herein).

99.11      Mortgage Loan Purchase Agreement, dated as of November12, 2021, between National Cooperative Bank, N.A., and Wells Fargo CommercialMortgage Securities, Inc. (filed as Exhibit 99.4 to the registrant’s CurrentReport on Form 8-K filed on November 22, 2021 under Commission File No.333-257991-01 and incorporated by reference herein).

(b)   The exhibits required to be filed by theRegistrant pursuant to Item 601 of Regulation S-K are listed above.

(c)    Not Applicable.

 

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

Wells Fargo Commercial MortgageSecurities, Inc.(Depositor)

/s/ AnthonySfarra

AnthonySfarra, President

(senior officer in charge ofsecuritization of the depositor)

Date: March 15, 2022