**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K**

(Mark one)

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

**    For the fiscal year endedDecember 31, 2023OR**

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

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

 

 

 

**Commission file number:****333-259741-01**

 

**Central Index Key Number of the issuing entity:****0001895567**

 

**BANK 2021-BNK38**

**(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**                                                        | **38-4205639**

**38-4205640**

**38-7274860** |
|---------------------------------------------------------------------|------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**   |

 

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

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(667) 786‐1992**

Securitiesregistered pursuant to Section 12(b) of the Act:

   

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

 

 

 

Securitiesregistered pursuant to Section 12(g) of the Act:

 

  NONE.

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act.

 

  Yes___ No X

 

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Act.

 

  Yes___ No X

 

Note- Checking the box above will not relieve any registrant required to filereports pursuant to Section 13 or 15(d) of the Exchange Act from theirobligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

 

  YesX No ___

 

Indicateby check mark whether the registrant has submitted electronically everyInteractive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (Section 232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit suchfiles).

 

  Notapplicable.

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, a smaller reporting company, oremerging growth company. See the definitions of "large acceleratedfiler", "accelerated filer," "smaller reportingcompany," and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 Largeaccelerated filer ___ Accelerated filer ___ Non-accelerated filer X (Do not check if a smaller reporting company)Smaller reporting company ___

 

Emerginggrowth company ___

 

Ifan emerging growth company, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) ofthe Ex­change Act.

 

  Notapplicable.

 

Indicateby check mark whether the registrant has filed a report on and attestation toits management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.

 

 Not applicable.

 

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

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

 

Not applicable.

 

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

 

Not applicable.

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).

 

  Yes___ No X

 

Statethe aggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as ofthe last business day of the registrant's most recently completed second fiscalquarter.

 

  Notapplicable.

 

Indicateby check mark whether the registrant has filed all documents and reportsrequired to be filed by Section 12, 13 or 15(d) of the Securities Exchange Actof 1934 subsequent to the distribution of securities under a plan confirmed bya court.

 

  Notapplicable.

 

Indicatethe number of shares outstanding of each of the registrant's classes of commonstock, as of the latest practicable date.

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

Listhereunder the following documents if incorporated by reference and the Part ofthe Form 10-K (e.g., Part I, Part II, etc.) into which the document isincorporated: (1)Any annual report to security holders; (2) Any proxy orinformation statement; and (3)Any prospectus filed pursuant to Rule 424(b) or(c) under the Securities Act of 1933. The listed documents should be clearlydescribed for identification purposes (e.g., annual report to security holdersfor fiscal year ended December 24, 1980).

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

TheBANK 2021-BNK38 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 One North Wacker mortgage loan, which is serviced pursuant to the BANK2021-BNK36 pooling and servicing agreement attached hereto as Exhibit 4.2;

 

•  the Park Avenue Plaza mortgage loan, which is serviced pursuant to the MSC2021-PLZA trust and servicing agreement attached hereto as Exhibit 4.3;

 

•   the CX – 350 & 450 Water Street mortgage loan,which is serviced pursuant to the CAMB 2021-CX2 trust and servicing agreementattached hereto as Exhibit 4.4; and

•   the 1201 Lake Robbins mortgage loan, which isserviced pursuant to the BANK 2021-BNK37 pooling and servicing agreementattached hereto as Exhibit 4.5.

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 in theservicing 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 of RegulationAB, nor does it perform the functions of a servicer for purposes of thedefinition of “servicer” under Item 1101 of Regulation AB or for purposes ofItem 1123 of Regulation AB.

 

•  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 ordisburse funds in respect of the mortgage pool or to administer any of theunderlying mortgage loans.  Consequently, the operating advisor under apooling and servicing agreement participates in the servicing function forpurposes of Item 1122 of Regulation AB, but is not responsible for the“management or collection of the pool assets or making allocations ordistributions to holders of the asset-backed securities” within the meaning of“servicer” under Item 1101 of Regulation AB and does not perform the functionsof a servicer for purposes of Item 1123 of Regulation AB.

 

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

 

•  NCB, N.A. as NCB master servicer and NCB special servicer under each of theBANK 2021-BNK36 pooling and servicing agreement and the BANK 2021-BNK37 poolingand servicing agreement, only has obligations in respect of certain mortgageloans sold to the BANK 2021-BNK36 securitization trust and the BANK 2021-BNK37securitization trust, respectively, by NCB, N.A. Such party has no obligationswith respect to any mortgage loan included in the BANK 2021-BNK38 mortgage pooland therefore in such capacity does not constitute a reporting “servicingfunction participant” for purposes of Item 1122 of Regulation AB, as specifiedin the Instruction 3 to Item 1122, and does not constitute a reporting“servicer” for purposes of Item 1123 of Regulation AB, as specified in theInstruction to Item 1123.

 

•  KeyBank National Association is the servicer under the CAMB 2021-CX2 trust andservicing agreement, pursuant to which the CX – 350 & 450 Water Streetmortgage loan is serviced.  Because KeyBank National Association is notthe BANK 2021-BNK38 master servicer, is not affiliated with any sponsor andservices only the CX – 350 & 450 Water Street mortgage loan, whichconstitutes more than 5% but less than 10% of the mortgage pool, KeyBankNational Association, as CAMB 2021-CX2 servicer, constitutes a reporting“servicing function participant” for purposes of Item 1122 of Regulation AB, asspecified in the Instruction 3 to Item 1122, but does not constitute areporting “servicer” for purposes of Item 1123 of Regulation AB, as specifiedin the Instruction to Item 1123.

 

•  Rialto Capital Advisors, LLC is the special servicer under the BANK 2021-BNK36pooling and servicing agreement, pursuant to which the One North Wackermortgage loan is serviced.  Because Rialto Capital Advisors, LLC is notthe BANK 2021-BNK38 special servicer, is not affiliated with any sponsor andservices only the One North Wacker mortgage loan, which constitutes more than5% but less than 10% of the mortgage pool, Rialto Capital Advisors, LLC, asBANK 2021-BNK36 special servicer, constitutes a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, but does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

•  Situs Holdings, LLC is the special servicer under the CAMB 2021-CX2 trust andservicing agreement, pursuant to which the CX - 350 & 450 Water Streetmortgage loan is serviced.  Because Situs Holdings, LLC is not the BANK2021-BNK38 special servicer, is not affiliated with any sponsor and servicesonly the CX - 350 & 450 Water Street mortgage loan, which constitutes morethan 5% but less than 10% of the mortgage pool, Situs Holdings, LLC, as CAMB2021-CX2 special servicer, constitutes a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, but does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

•  CWCapital Asset Management LLC is the special servicer under the BANK2021-BNK37 pooling and servicing agreement, pursuant to which the 1201 LakeRobbins mortgage loan is serviced.  Because CWCapital Asset Management LLCis not the BANK 2021-BNK38 special servicer, is not affiliated with any sponsorand services only the 1201 Lake Robbins mortgage loan, which constitutes morethan 5% but less than 10% of the mortgage pool, CWCapital Asset Management LLC,as BANK 2021-BNK37 special servicer, constitutes a reporting “servicingfunction participant” for purposes of Item 1122 of Regulation AB, as specifiedin the Instruction 3 to Item 1122, but does not constitute a reporting“servicer” for purposes of Item 1123 of Regulation AB, as specified in theInstruction to Item 1123.

 

•  Computershare Trust Company, National Association is the current custodianunder the MSC 2021-PLZA trust and servicing agreement, pursuant to which thePark Avenue Plaza mortgage loan is serviced. On July 1, 2022, Wells Fargo Bank,National Association fully transferred, and Computershare Trust Company,National Association assumed, the duties, rights, and liabilities of thecustodian under the MSC 2021-PLZA trust and servicing agreement.

 

•  K-Star Asset Management LLC is the current special servicer under the BANK2021-BNK38 pooling and servicing agreement.  On April 27, 2023, MidlandLoan Services, a Division of PNC Bank, National Association was replaced asspecial servicer under the BANK 2021-BNK38 pooling and servicing agreement andwas succeeded by K-Star Asset Management LLC.

 

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

 

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

 

•  Wells Fargo Bank, National Association, as master servicer under the BANK2021-BNK36 pooling and servicing agreement, pursuant to which the One NorthWacker mortgage loan is serviced, engaged the services of CoreLogic Solutions,LLC as a servicing function participant in respect of the One North Wackermortgage loan for the reporting period.

 

•  Wells Fargo Bank, National Association, as servicer under the MSC 2021-PLZAtrust and servicing agreement, pursuant to which the Park Avenue Plaza mortgageloan is serviced, engaged the services of CoreLogic Solutions, LLC as aservicing function participant in respect of the Park Avenue Plaza mortgageloan for the reporting period.

 

•  Wells Fargo Bank, National Association, as master servicer under the BANK2021-BNK37 pooling and servicing agreement, pursuant to which the 1201 LakeRobbins mortgage loan is serviced, engaged the services of CoreLogic Solutions,LLC as a servicing function participant in respect of the 1201 Lake Robbinsmortgage loan for the reporting period.

 

•  Wells Fargo Bank, National Association, as custodian under the BANK 2021-BNK36pooling and servicing agreement, pursuant to which the One North Wackermortgage loan is serviced, and as custodian under the CAMB 2021-CX2 trust andservicing agreement, pursuant to which the CX - 350 & 450 Water Streetmortgage loan is serviced, engaged the services of Computershare Trust Company,National Association as a servicing function participant in respect of eachsuch mortgage loan for the reporting period.

 

 

| **PART I**   |                            |
|-------------------|---------------------------------|
|              |                            |
| **Item 1.**  | **Business.**                   |
|              | Omitted.                        |
| **Item 1A.** | **Risk Factors.**          |
|              | Omitted.                        |
| **Item 1B.** | **Unresolved Staff  Comments.** |
|              | None.                           |
| **Item 1C.** | **Cybersecurity.**              |
|              | Omitted.                        |
| **Item 2.**  | **Properties.**                 |
|              | Omitted.                        |
| **Item 3.**  | **Legal Proceedings.**     |
|              | Omitted.                        |
| **Item 4.**  | **Mine Safety Disclosures.**    |
|              | Omitted.                        |
|              |                            |   |

 

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

 

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

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

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

 

Notapplicable.

 

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

 

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

 

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

 

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

 

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

 

Theregistrant knows of no legal proceeding pending against the sponsors, depositor,trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of RegulationAB, originator contemplated by Item 1110(b) of Regulation AB, or other partycontemplated by Item 1100(d)(1) of Regulation AB, or of which any property ofthe foregoing is the subject, that is material to security holders, other thanas follows:

 

InDecember 2014, Phoenix Light SF Limited (Phoenix Light) and certain relatedentities filed a complaint in the United States District Court for the SouthernDistrict of New York alleging claims against Wells Fargo Bank, N.A., in itscapacity as trustee for a number of residential mortgage-backed securities(RMBS) trusts. Complaints raising similar allegations have been filed byCommerzbank AG in the Southern District of New York, IKB International and IKBDeutsche Industriebank (together, IKB) in New York state court, and Park RoyalI LLC and Park Royal II LLC in New York state court. In each case, theplaintiffs allege that Wells Fargo Bank, N.A., as trustee, caused losses to investors,and plaintiffs assert causes of action based upon, among other things, thetrustee’s alleged failure to notify and enforce repurchase obligations ofmortgage loan sellers for purported breaches of representations and warranties,notify investors of alleged events of default, and abide by appropriatestandards of care following alleged events of default. In July 2022, thedistrict court dismissed Phoenix Light’s claims and certain of the claimsasserted by Commerzbank AG, and subsequently entered judgment in each case infavor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light and CommerzbankAG each appealed the district court’s decision to the United States Court ofAppeals for the Second Circuit. Phoenix Light dismissed its appeal in May 2023,terminating its case. In November 2023, Wells Fargo Bank, N.A. entered into anagreement with IKB to resolve IKB’s claims. Wells Fargo Bank, N.A. previouslysettled two class actions filed by institutional investors and an action filedby the National Credit Union Administration with similar allegations.

 

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

 

Theinformation regarding this Item has been provided previously in an annualreport on Form 10-K of the issuing entity or in the prospectus of the issuingentity filed in a 424(b)(2) filing dated December 22, 2021. In addition, K-StarAsset Management LLC, the special servicer under the BANK 2021-BNK38 poolingand servicing agreement, is an affiliate of KKR Real Estate Credit OpportunityPartners II L.P., the directing certificateholder with respect to the BANK2021-BNK38 securitization.

 

**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 ofDecember 1, 2021, between Morgan Stanley Capital I Inc., as depositor, WellsFargo Bank, National Association, as general master servicer, Midland LoanServices, a Division of PNC Bank, National Association, as general specialservicer, National Cooperative Bank, N.A., as NCB master servicer and as NCBspecial servicer, Computershare Trust Company, National Association, ascertificate administrator, Wilmington Trust, National Association, as trustee,and Pentalpha Surveillance LLC, as operating advisor and as assetrepresentations reviewer (filed as Exhibit 4.1 to the registrant's CurrentReport on Form 8-K/A filed on February 4, 2022 under SEC File No. 333-259741-01and incorporated by reference herein).

 

(4.2) Pooling and Servicing Agreement, dated andeffective as of October 1, 2021, between Banc of America Merrill LynchCommercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association,as general master servicer, Rialto Capital Advisors, LLC, as general specialservicer, National Cooperative Bank, N.A., as NCB master servicer and as NCBspecial servicer, Wells Fargo Bank, National Association, as certificateadministrator, Wilmington Trust, National Association, as trustee, and PentalphaSurveillance LLC, as operating advisor and as asset representations reviewer,relating to the BANK 2021-BNK36 securitization transaction, pursuant to whichthe One North Wacker Mortgage Loan is serviced (filed as Exhibit 4.2 to theregistrant's Current Report on Form 8-K filed on December 22, 2021 under SECFile No. 333-259741-01 and incorporated by reference herein).

 

(4.3) Trust and Servicing Agreement, dated as ofNovember 1, 2021, between Morgan Stanley Capital I Inc., as depositor, WellsFargo Bank, National Association, as servicer and special servicer, Wells FargoBank, National Association, as certificate administrator and custodian, andWilmington Trust, National Association, as trustee, relating to the MSC2021-PLZA securitization transaction, pursuant to which the Park Avenue PlazaMortgage Loan is serviced (filed as Exhibit 4.3 to the registrant's CurrentReport on Form 8-K filed on December 22, 2021 under SEC File No. 333-259741-01and incorporated by reference herein).

 

(4.4) Trust and Servicing Agreement, dated as ofNovember 9, 2021, between Deutsche Mortgage & Asset Receiving Corporation,as depositor, KeyBank National Association, as master servicer, Situs Holdings,LLC, as special servicer, Wells Fargo Bank, National Association, ascertificate administrator, paying agent and custodian, Wilmington Trust,National Association, as trustee, and Park Bridge Lender Services LLC, asoperating advisor and as asset representations reviewer, relating to the CAMB2021-CX2 securitization transaction, pursuant to which the CX - 350 & 450Water Street Mortgage Loan is serviced (filed as Exhibit 4.4 to the registrant'sCurrent Report on Form 8-K filed on December 22, 2021 under SEC File No.333-259741-01 and incorporated by reference herein).

 

(4.5) Pooling and Servicing Agreement, dated as ofNovember 1, 2021, between Wells Fargo Commercial Mortgage Securities, Inc., asdepositor, Wells Fargo Bank, National Association, as general master servicer,CWCapital Asset Management LLC, as general special servicer, NationalCooperative Bank, N.A., as NCB master servicer and as NCB special servicer,Computershare Trust Company, National Association, as certificateadministrator, Wilmington Trust, National Association, as trustee, and ParkBridge Lender Services LLC, as operating advisor and as asset representationsreviewer, relating to the BANK 2021-BNK37 securitization transaction, pursuantto which the 1201 Lake Robbins Mortgage Loan is serviced (filed as Exhibit 4.5to the registrant's Current Report on Form 8-K filed on December 22, 2021 underSEC File No. 333-259741-01 and incorporated by reference herein).

 

(31)  Rule13a-14(d)/15d-14(d) Certification.

 

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

 

33.1Computershare Trust Company, National Association,as Certificate Administrator

 

33.2Computershare Trust Company, National Association,as Custodian

 

33.3Wells Fargo Bank, National Association, as MasterServicer

 

33.4National Cooperative Bank, N.A., as NCB MasterServicer

 

33.5K-Star Asset Management LLC, as Special Servicer(from 4/27/23 to 12/31/23)

 

33.6Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer (from 1/1/23 to 4/26/23)

 

33.7National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 33.4)

 

33.8Pentalpha Surveillance LLC, as Operating Advisor

 

33.9CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

33.10Wells Fargo Bank, National Association, as MasterServicer under the BANK 2021-BNK36 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One North Wacker (from1/1/23 to 12/31/23) (see Exhibit 33.3)

 

33.11CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2021-BNK36 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One North Wacker (from1/1/23 to 12/31/23) (see Exhibit 33.9)

 

33.12Wells Fargo Bank, National Association, as MasterServicer under the MSC 2021-PLZA securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Avenue Plaza (from1/1/23 to 12/31/23) (see Exhibit 33.3)

 

33.13CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSC 2021-PLZA securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Avenue Plaza (from1/1/23 to 12/31/23) (see Exhibit 33.9)

 

33.14KeyBank National Association, as Master Servicerunder the CAMB 2021-CX2 securitization, pursuant to which the followingmortgage loans were serviced by such party: CX - 350 & 450 Water Street(from 1/1/23 to 12/31/23)

 

33.15Wells Fargo Bank, National Association, as MasterServicer under the BANK 2021-BNK37 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 1201 Lake Robbins (from1/1/23 to 12/31/23) (see Exhibit 33.3)

 

33.16CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2021-BNK37 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 1201 Lake Robbins (from1/1/23 to 12/31/23) (see Exhibit 33.9)

 

33.17Rialto Capital Advisors, LLC, as Special Servicerunder the BANK 2021-BNK36 securitization, pursuant to which the followingmortgage loans were serviced by such party: One North Wacker (from 1/1/23 to12/31/23)

 

33.18Wells Fargo Bank, National Association, as SpecialServicer under the MSC 2021-PLZA securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Avenue Plaza (from1/1/23 to 12/31/23) (see Exhibit 33.3)

 

33.19CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSC 2021-PLZA securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Avenue Plaza (from1/1/23 to 12/31/23) (see Exhibit 33.9)

 

33.20Situs Holdings, LLC, as Special Servicer under theCAMB 2021-CX2 securitization, pursuant to which the following mortgage loanswere serviced by such party: CX - 350 & 450 Water Street (from 1/1/23 to12/31/23)

 

33.21CWCapital Asset Management LLC, as SpecialServicer under the BANK 2021-BNK37 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 1201 Lake Robbins (from1/1/23 to 12/31/23)

 

33.22Wells Fargo Bank, National Association, asCustodian under the BANK 2021-BNK36 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One North Wacker (from1/1/23 to 12/31/23)

 

33.23Computershare Trust Company, National Association,as Servicing Function Participant under the BANK 2021-BNK36 securitization,pursuant to which the following mortgage loans were serviced by such party: OneNorth Wacker (from 1/1/23 to 12/31/23) (see Exhibit 33.2)

 

33.24Computershare Trust Company, National Association,as Custodian under the MSC 2021-PLZA securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Avenue Plaza (from1/1/23 to 12/31/23) (see Exhibit 33.2)

 

33.25Wells Fargo Bank, National Association, asCustodian under the CAMB 2021-CX2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: CX - 350 & 450 WaterStreet (from 1/1/23 to 12/31/23) (see Exhibit 33.22)

 

33.26Computershare Trust Company, National Association,as Servicing Function Participant under the CAMB 2021-CX2 securitization,pursuant to which the following mortgage loans were serviced by such party: CX- 350 & 450 Water Street (from 1/1/23 to 12/31/23) (see Exhibit 33.2)

 

33.27Computershare Trust Company, National Association,as Custodian under the BANK 2021-BNK37 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 1201 Lake Robbins (from1/1/23 to 12/31/23) (see Exhibit 33.2)

 

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

 

34.1Computershare Trust Company, National Association,as Certificate Administrator

 

34.2Computershare Trust Company, National Association,as Custodian

 

34.3Wells Fargo Bank, National Association, as MasterServicer

 

34.4National Cooperative Bank, N.A., as NCB MasterServicer

 

34.5K-Star Asset Management LLC, as Special Servicer(from 4/27/23 to 12/31/23)

 

34.6Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer (from 1/1/23 to 4/26/23)

 

34.7National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 34.4)

 

34.8Pentalpha Surveillance LLC, as Operating Advisor

 

34.9CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

34.10Wells Fargo Bank, National Association, as MasterServicer under the BANK 2021-BNK36 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One North Wacker (from1/1/23 to 12/31/23) (see Exhibit 34.3)

 

34.11CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2021-BNK36 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One North Wacker (from1/1/23 to 12/31/23) (see Exhibit 34.9)

 

34.12Wells Fargo Bank, National Association, as MasterServicer under the MSC 2021-PLZA securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Avenue Plaza (from1/1/23 to 12/31/23) (see Exhibit 34.3)

 

34.13CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSC 2021-PLZA securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Avenue Plaza (from1/1/23 to 12/31/23) (see Exhibit 34.9)

 

34.14KeyBank National Association, as Master Servicerunder the CAMB 2021-CX2 securitization, pursuant to which the followingmortgage loans were serviced by such party: CX - 350 & 450 Water Street(from 1/1/23 to 12/31/23)

 

34.15Wells Fargo Bank, National Association, as MasterServicer under the BANK 2021-BNK37 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 1201 Lake Robbins (from1/1/23 to 12/31/23) (see Exhibit 34.3)

 

34.16CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2021-BNK37 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 1201 Lake Robbins (from1/1/23 to 12/31/23) (see Exhibit 34.9)

 

34.17Rialto Capital Advisors, LLC, as Special Servicerunder the BANK 2021-BNK36 securitization, pursuant to which the followingmortgage loans were serviced by such party: One North Wacker (from 1/1/23 to12/31/23)

 

34.18Wells Fargo Bank, National Association, as SpecialServicer under the MSC 2021-PLZA securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Avenue Plaza (from1/1/23 to 12/31/23) (see Exhibit 34.3)

 

34.19CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSC 2021-PLZA securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Avenue Plaza (from1/1/23 to 12/31/23) (see Exhibit 34.9)

 

34.20Situs Holdings, LLC, as Special Servicer under theCAMB 2021-CX2 securitization, pursuant to which the following mortgage loanswere serviced by such party: CX - 350 & 450 Water Street (from 1/1/23 to12/31/23)

 

34.21CWCapital Asset Management LLC, as SpecialServicer under the BANK 2021-BNK37 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 1201 Lake Robbins (from1/1/23 to 12/31/23)

 

34.22Wells Fargo Bank, National Association, asCustodian under the BANK 2021-BNK36 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One North Wacker (from1/1/23 to 12/31/23)

 

34.23Computershare Trust Company, NationalAssociation,as Servicing Function Participant under the BANK 2021-BNK36securitization, pursuant to which the following mortgage loans were serviced bysuch party: One North Wacker (from 1/1/23 to 12/31/23) (see Exhibit 34.2)

 

34.24Computershare Trust Company, National Association,as Custodian under the MSC 2021-PLZA securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Avenue Plaza (from1/1/23 to 12/31/23) (see Exhibit 34.2)

 

34.25Wells Fargo Bank, National Association, asCustodian under the CAMB 2021-CX2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: CX - 350 & 450 WaterStreet (from 1/1/23 to 12/31/23) (see Exhibit 34.22)

 

34.26Computershare Trust Company, National Association,as Servicing Function Participant under the CAMB 2021-CX2 securitization,pursuant to which the following mortgage loans were serviced by such party: CX- 350 & 450 Water Street (from 1/1/23 to 12/31/23) (see Exhibit 34.2)

 

34.27Computershare Trust Company, National Association,as Custodian under the BANK 2021-BNK37 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 1201 Lake Robbins (from1/1/23 to 12/31/23) (see Exhibit 34.2)

 

(35). Servicercompliance statement.

 

35.1Computershare Trust Company, National Association,as Certificate Administrator

 

35.2Computershare Trust Company, National Association,as Custodian

 

35.3Wells Fargo Bank, National Association, as MasterServicer

 

35.4National Cooperative Bank, N.A., as NCB MasterServicer

 

35.5K-Star Asset Management LLC, as Special Servicer(from 4/27/23 to 12/31/23)

 

35.6Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer (from 1/1/23 to 4/26/23)

 

35.7National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 35.4)

 

35.8Wells Fargo Bank, National Association, as MasterServicer under the BANK 2021-BNK36 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One North Wacker (from1/1/23 to 12/31/23) (see Exhibit 35.3)

 

35.9Wells Fargo Bank, National Association, as MasterServicer under the MSC 2021-PLZA securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Avenue Plaza (from1/1/23 to 12/31/23) (see Exhibit 35.3)

 

35.10Wells Fargo Bank, National Association, as MasterServicer under the BANK 2021-BNK37 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 1201 Lake Robbins (from1/1/23 to 12/31/23) (see Exhibit 35.3)

 

35.11Wells Fargo Bank, National Association, as SpecialServicer under the MSC 2021-PLZA securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Avenue Plaza (from1/1/23 to 12/31/23) (see Exhibit 35.3)

 

35.12Wells Fargo Bank, National Association, asCustodian under the BANK 2021-BNK36 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One North Wacker (from1/1/23 to 12/31/23)

 

35.13Computershare Trust Company, National Association,as Servicing Function Participant under the BANK 2021-BNK36 securitization, pursuantto which the following mortgage loans were serviced by such party: One NorthWacker (from 1/1/23 to 12/31/23)

 

35.14Computershare Trust Company, National Association,as Custodian under the MSC 2021-PLZA securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Avenue Plaza (from1/1/23 to 12/31/23) (see Exhibit 35.2)

 

35.15Wells Fargo Bank, National Association, asCustodian under the CAMB 2021-CX2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: CX - 350 & 450 WaterStreet (from 1/1/23 to 12/31/23) (see Exhibit 35.12)

 

35.16Computershare Trust Company, National Association,as Servicing Function Participant under the CAMB 2021-CX2 securitization,pursuant to which the following mortgage loans were serviced by such party: CX- 350 & 450 Water Street (from 1/1/23 to 12/31/23) (see Exhibit 35.13)

 

35.17Computershare Trust Company, National Association,as Custodian under the BANK 2021-BNK37 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 1201 Lake Robbins (from1/1/23 to 12/31/23) (see Exhibit 35.2)

 

(99.1) Mortgage Loan Purchase Agreement, dated as ofDecember 13, 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 December 22, 2021 under SEC File No.333-259741-01 and incorporated by reference herein).

 

(99.2) Mortgage Loan Purchase Agreement, dated as ofDecember 13, 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 December 22, 2021 under SEC File No. 333-259741-01 andincorporated by reference herein).

 

(99.3) Mortgage Loan Purchase Agreement, dated as ofDecember 13, 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 December 22, 2021 under SEC File No. 333-259741-01 andincorporated by reference herein).

 

(99.4) Mortgage Loan Purchase Agreement, dated as ofDecember 13, 2021, between Morgan Stanley Capital I Inc. and NationalCooperative Bank, N.A. (filed as Exhibit 99.4 to the registrant's CurrentReport on Form 8-K filed on December 22, 2021 under SEC File No. 333-259741-01and incorporated by reference herein).

 

(99.5) Agreement Between Note Holders, dated as ofOctober 7, 2021, by and between Bank of America, National Association, asinitial note A-1 holder, Bank of America, National Association, as initial noteA-2 holder, Bank of America, National Association, as initial note A-3 holder,Bank of America, National Association, as initial note A-4 holder, Bank ofAmerica, National Association, as initial note A-5 holder, Bank of America,National Association, as initial note A-6 holder, and Bank of America, NationalAssociation, as initial note A-7 holder, relating to the One North Wacker loancombination (filed as Exhibit 99.5 to the registrant's Current Report on Form8-K filed on December 22, 2021 under SEC File No. 333-259741-01 andincorporated by reference herein).

 

(99.6) Agreement Between Note Holders, dated as ofNovember 17, 2021, by and between Morgan Stanley Bank, N.A., as initial noteA-1 holder, initial note A-2 holder, initial note A-3 holder, initial note A-4holder, initial note A-5 holder, initial note A-6 holder, initial note A-7 holderand initial note A-8 holder, and Morgan Stanley Bank, N.A., as initial note B-1holder, relating to the Park Avenue Plaza loan combination (filed as Exhibit99.6 to the registrant's Current Report on Form 8-K filed on December 22, 2021under SEC File No. 333-259741-01 and incorporated by reference herein).

 

(99.7) Co-Lender Agreement, dated as of October 14,2021, by and between DBR Investment Co. Limited, as an initial note A holder,Bank of America, N.A., as an initial note A holder, JPMorgan Chase Bank,National Association, as an initial note A holder, 3650 Cal Bridge Lending,LLC, as an initial note A holder, DBR Investment Co. Limited, as initial noteB-1 holder, Bank of America, N.A., as initial note B-2 holder, JPMorgan ChaseBank, National Association, as initial note B-3 holder, and 3650 Cal BridgeLending, LLC, as initial note B-4 holder, relating to the CX – 350 & 450Water Street loan combination (filed as Exhibit 99.7 to the registrant'sCurrent Report on Form 8-K filed on December 22, 2021 under SEC File No. 333-259741-01and incorporated by reference herein).

 

(99.8) Agreement Between Note Holders, dated as ofNovember 22, 2021, by and between Wells Fargo Bank, National Association, asinitial note A-1 holder, Wells Fargo Bank, National Association, as initialnote A-2 holder, Wells Fargo Bank, National Association, as initial note A-3holder, and Wells Fargo Bank, National Association, as initial note A-4 holder,relating to the 1201 Lake Robbins loan combination (filed as Exhibit 99.8 tothe registrant's Current Report on Form 8-K filed on December 22, 2021 underSEC File No. 333-259741-01 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 29, 2024