**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K**

(Mark one)

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

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

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

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

 

 

 

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

 

**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 Wells Fargo Bank, N.A.**

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

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

   

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

 

 

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

 

  NONE.

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 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 reports requiredto be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

 

  YesX No ___

 

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

 

  Notapplicable.

 

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

 

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

 

Emerginggrowth company ___

 

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

 

  Notapplicable.

 

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

 

 Not applicable.

 

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

 

  Yes___ No X

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

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

 

  Notapplicable.

** **

**EXPLANATORY NOTES**

 

The BANK 2021-BNK38 mortgage pool includesthe following mortgage loans, each of which is serviced pursuant to a separatepooling and servicing agreement (each, an “Outside Pooling and ServicingAgreement”):

 

•   the One North Wacker mortgageloan, which is serviced pursuant to the BANK 2021-BNK36 pooling and servicingagreement attached hereto as Exhibit 4.2;

 

•   the Park Avenue Plazamortgage loan, which is serviced pursuant to the MSC 2021-PLZA trust andservicing 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.

Except as set forth below, each of theparties to each pooling and servicing agreement listed in the Exhibit Indexboth (1) participates in the servicing function for purposes of Item 1122 ofRegulation AB and (2) constitutes a servicer that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB for purposes of Item 1123 ofRegulation AB:

 

•   The trustee under a poolingand servicing agreement has a nominal role with respect to the mortgage poolsecuritized pursuant to such pooling and servicing agreement.  Thetrustee’s only servicing function is the contingent obligation to make certainadvances if the master servicer under such pooling and servicing agreementfails to do so, while all other servicing functions are performed by otherparties.  The trustee under each of the pooling and servicing agreementslisted in the Exhibit Index has confirmed to the registrant that it has notmade any such contingent advances during the reporting period, andconsequently, each such trustee does not participate in the servicing functionfor purposes of Item 1122 of Regulation AB, nor does it perform the functionsof a servicer for purposes of the definition of “servicer” under Item 1101 ofRegulation AB or for purposes of Item 1123 of Regulation AB.

 

•   The certificate administratorunder a pooling and servicing agreement performs various payment administrationfunctions solely for the securitization governed by such pooling and servicingagreement and the mortgage pool securitized pursuant to such pooling andservicing agreement and does not have any obligations with respect to any othertransaction.  Consequently, the certificate administrator under an OutsidePooling and Servicing Agreement does not participate in the servicing functionfor purposes of Item 1122 of Regulation AB, nor does it perform the functionsof a servicer for purposes of the definition of “servicer” under Item 1101 ofRegulation AB or for purposes of Item 1123 of Regulation AB.

 

•   The operating advisor under apooling and servicing agreement represents the interests of seniorcertificateholders in the transaction governed by such pooling and servicingagreement and is responsible for monitoring the performance of the specialservicer under such pooling and servicing agreement and producing certainreports to certificateholders relating to the resolution of the mortgage poolsecuritized pursuant to such pooling and servicing agreement.  Theoperating advisor under a pooling and servicing agreement does not have anyobligations with respect to any other transaction and is solely obligated toperform loan reporting functions with respect to the securitization governed bysuch pooling and servicing agreement.  Consequently, the operating advisorunder an Outside Pooling and Servicing Agreement neither participates in theservicing function for purposes of Item 1122 of Regulation AB nor performs thefunctions of a servicer for purposes of the definition of “servicer” under Item1101 of Regulation AB or for purposes of Item 1123 of Regulation AB.  Inaddition, while the operating advisor under a pooling and servicing agreementhas certain reporting obligations in respect of the related mortgage pool, ithas no obligation to collect or disburse funds in respect of the mortgage poolor to administer any of the underlying mortgage loans.  Consequently, theoperating advisor under a pooling and servicing agreement participates in theservicing function for purposes of Item 1122 of Regulation AB, but is notresponsible for the “management or collection of the pool assets or makingallocations or distributions to holders of the asset-backed securities” withinthe meaning of “servicer” under Item 1101 of Regulation AB and does not performthe functions of a servicer for purposes of Item 1123 of Regulation AB. 

 

•   The asset representationsreviewer under a pooling and servicing agreement has a limited obligation toreview certain delinquent mortgage loans after a specified delinquency thresholdhas been met and the required percentage of certificateholders vote to direct areview of such delinquent mortgage loans, and has no obligation to collect ordisburse funds in respect of the mortgage pool, to administer any of theunderlying mortgage loans or to perform any servicing function. Consequently, the asset representations reviewer under a pooling and servicingagreement does not participate in the servicing function for purposes of Item1122 of Regulation AB, is not responsible for the “management or collection ofthe pool assets or making allocations or distributions to holders of theasset-backed securities” within the meaning of “servicer” under Item 1101 ofRegulation AB and does not perform the functions of a servicer for purposes ofItem 1123 of Regulation AB.

 

•   NCB, N.A. as NCB masterservicer and NCB special servicer under each of the BANK 2021-BNK36 pooling andservicing agreement and the BANK 2021-BNK37 pooling and servicing agreement,only has obligations in respect of certain mortgage loans sold to the BANK2021-BNK36 securitization trust and the BANK 2021-BNK37 securitization trust,respectively, by NCB, N.A. Such party has no obligations with respect to theany mortgage loan included in the BANK 2021-BNK38 mortgage pool and thereforein such capacity does not constitute a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, and does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

•   KeyBank National Associationis the servicer under the CAMB 2021-CX2 trust and servicing agreement, pursuantto which the CX – 350 & 450 Water Street mortgage loan is serviced. Because KeyBank National Association is not the BANK 2021-BNK38 masterservicer, is not affiliated with any sponsor and services only the CX – 350& 450 Water Street mortgage loan, which constitutes more than 5% but lessthan 10% of the mortgage pool, KeyBank National Association, as CAMB 2021-CX2servicer, constitutes a reporting “servicing function participant” for purposesof Item 1122 of Regulation AB, as specified in the Instruction 3 to Item 1122,but does not constitute a reporting “servicer” for purposes of Item 1123 ofRegulation AB, as specified in the Instruction to Item 1123.

 

•   Rialto Capital Advisors, LLCis the special servicer under the BANK 2021-BNK36 pooling and servicingagreement, pursuant to which the One North Wacker mortgage loan isserviced.  Because Rialto Capital Advisors, LLC is not the BANK 2021-BNK38special servicer, is not affiliated with any sponsor and services only the OneNorth Wacker mortgage loan, which constitutes more than 5% but less than 10% ofthe mortgage pool, Rialto Capital Advisors, LLC, as BANK 2021-BNK36 specialservicer, constitutes a reporting “servicing function participant” for purposesof Item 1122 of Regulation AB, as specified in the Instruction 3 to Item 1122,but does not constitute a reporting “servicer” for purposes of Item 1123 ofRegulation AB, as specified in the Instruction to Item 1123.

 

•   Situs Holdings, LLC is thespecial servicer under the CAMB 2021-CX2 trust and servicing agreement,pursuant to which the CX - 350 & 450 Water Street mortgage loan isserviced.  Because Situs Holdings, LLC is not the BANK 2021-BNK38 specialservicer, is not affiliated with any sponsor and services only the CX - 350& 450 Water Street mortgage loan, which constitutes more than 5% but lessthan 10% of the mortgage pool, Situs Holdings, LLC, as CAMB 2021-CX2 specialservicer, constitutes a reporting “servicing function participant” for purposesof Item 1122 of Regulation AB, as specified in the Instruction 3 to Item 1122,but does not constitute a reporting “servicer” for purposes of Item 1123 ofRegulation AB, as specified in the Instruction to Item 1123.

 

•   CWCapital Asset ManagementLLC is the special servicer under the BANK 2021-BNK37 pooling and servicingagreement, pursuant to which the 1201 Lake Robbins mortgage loan isserviced.  Because CWCapital Asset Management LLC is not the BANK2021-BNK38 special servicer, is not affiliated with any sponsor and servicesonly the 1201 Lake Robbins mortgage loan, which constitutes more than 5% butless than 10% of the mortgage pool, CWCapital Asset Management LLC, as BANK2021-BNK37 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.

 

•   National Tax Search, LLCmerged into CoreLogic Solutions, LLC in 2021.  CoreLogic Solutions, LLC’sreport on assessment of compliance with servicing criteria and registeredpublic accounting firm attestation report, in each case provided pursuant toItem 1122 of Regulation AB, also relate to National Tax Search, LLC’s platformfor the reporting period.

 

In addition, each of the following partiesengaged the services of certain servicing function participants andsub-servicers for the reporting period, as set forth below:

 

• Wells Fargo Bank, National Association,as master servicer, engaged the services of CoreLogic Solutions, LLC andNational Tax Search, LLC, in each case as a servicing function participant inrespect of the entire mortgage pool for the reporting period.

 

•   Wells Fargo Bank, NationalAssociation, as master servicer under the BANK 2021-BNK36 and servicingagreement, pursuant to which the One North Wacker mortgage loan is serviced,engaged the services of CoreLogic Solutions, LLC and National Tax Search, LLC,in each case as a servicing function participant in respect of the One NorthWacker mortgage loan for the reporting period.

 

•   Wells Fargo Bank, NationalAssociation, as servicer under the MSC 2021-PLZA trust and servicing agreement,pursuant to which the Park Avenue Plaza mortgage loan is serviced, engaged theservices of CoreLogic Solutions, LLC and National Tax Search, LLC, in each caseas a servicing function participant in respect of the Park Avenue Plazamortgage loan for the reporting period.

 

•   Wells Fargo Bank, NationalAssociation, as master servicer under the BANK 2021-BNK37 pooling and servicingagreement, pursuant to which the 1201 Lake Robbins mortgage loan is serviced,engaged the services of CoreLogic Solutions, LLC and National Tax Search, LLC,in each case as a servicing function participant in respect of the 1201 LakeRobbins mortgage loan for the reporting period.

 

 

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

 

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

 

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

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

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

 

Notapplicable.

 

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

 

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

 

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

 

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

 

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

 

Theregistrant knows of no legal proceeding pending against the sponsors, depositor,trustee, issuing entity, servicer contemplated by Item 1108(a)(3) 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 and certain related entities and theNational Credit Union Administration (NCUA) filed complaints in the UnitedStates District Court for the Southern District of New York against Wells FargoBank, alleging claims against Wells Fargo Bank in its capacity as trustee for anumber of residential mortgage-backed securities trusts. Complaints raisingsimilar allegations have been filed by Commerzbank AG in the Southern Districtof New York and by IKB International and IKB Deutsche Industriebank in New Yorkstate court. In each case, the plaintiffs allege that Wells Fargo Bank, astrustee, caused losses to investors, and plaintiffs assert causes of actionbased upon, among other things, the trustee’s alleged failure to notify andenforce repurchase obligations of mortgage loan sellers for purported breachesof representations and warranties, notify investors of alleged events ofdefault, and abide by appropriate standards of care following alleged events ofdefault. Wells Fargo Bank previously settled two class action lawsuits withsimilar allegations that were filed in November 2014 and December 2016 byinstitutional investors in the Southern District of New York and New York statecourt, respectively. In addition, Park Royal I LLC and Park Royal II LLC havefiled complaints in New York state court alleging Wells Fargo Bank, N.A., astrustee, failed to take appropriate actions upon learning of defective mortgageloan documentation. In March 2021, the Company entered into an agreement toresolve the case filed by the NCUA.

 

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

 

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

 

Fromtime to time, CWCapital Asset Management LLC, a Delaware limited liabilitycompany (“CWCAM”), is a party to lawsuits and other legal proceedings as partof its duties as a special servicer (e.g., enforcement of loan obligations)and/or arising in the ordinary course of business.  Other than as set forthin the following paragraphs, there are currently no legal proceedings pending,and no legal proceedings known to be contemplated by governmental authorities,against CWCAM or of which any of its property is the subject, that are materialto the certificateholders.

 

OnDecember 17, 2015, U.S. Bank National Association, the trustee under fivepooling and servicing agreements for (i) Wachovia Bank Commercial MortgageTrust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2, (iii) Wachovia Bank CommercialMortgage Trust 2007-C31, (iv) ML-CFC Commercial Mortgage Trust 2007-5 and (v)ML-CFC Commercial Mortgage Trust 2007-6 commenced a proceeding with the SecondJudicial District Court of Ramsey County, Minnesota (the “State Court”) for adeclaratory judgment as to the proper allocation of certain proceeds (“DisputedProceeds”) received by CWCAM in connection with the sale of the Peter CooperVillage and Stuyvesant Town property in New York, New York securing loans heldby those trusts.  CWCAM was the special servicer of such property. The petition requests the State Court to instruct the trustee, the trustbeneficiaries, and any other interested parties as to the amount of theDisputed Proceeds, if any, that constitute penalty interest and/or the amountof the Disputed Proceeds, if any, that constitute gain-on-sale proceeds, withrespect to each trust.  On February 24, 2016, CWCAM made a limitedappearance with the State Court to file a motion to dismiss this proceedingbased on lack of jurisdiction, mootness, standing and forum nonconveniens.  On July 19, 2016, the State Court denied CWCAM’s motion todismiss.  On July 22, 2016, the action was removed to federal court inMinnesota (“Federal Court”).  On October 21, 2016, the Federal Court helda hearing on the motion to transfer the action to the United States DistrictCourt for the Southern District of New York (“SDNY Court”), a motion to remandto state court and a motion to hear CWCAM’s request for reconsideration of themotion to dismiss.  On March 14, 2017, the Federal Court reserved thedetermination on the motion to hear CWCAM’s request for reconsideration of themotion to dismiss, denied the motion to remand the matter to state court andgranted the motion to transfer the proceeding to the SDNY Court.  Crossmotions for judgment on the pleadings were filed but the SDNY Court was unableto decide the case based on the pleadings and the SDNY Court ordereddiscovery.  All fact discovery was completed in December, 2018 and expertdiscovery was completed on March 15, 2019.  The parties submitted crossmotions for summary judgment, and on March 19, 2020, the SDNY Court entered anopinion and order in which it granted summary judgment in CWCAM’s favor andheld that CWCAM was entitled to the entire amount of penalty interest and thatCWCAM’s determination of Yield Maintenance was correct.  In the 127-pageopinion, the SDNY Court found for CWCAM on every issue presented by thetrustee’s petition, namely, that the funds in dispute constitute penalty interestand yield maintenance, not gain-on-sale proceeds, and that the amount ofpenalty interest and yield maintenance was correctly calculated. An appeal ofthe SDNY Court’s decision was taken on April 29, 2020.  Oral argument onthe appeal occurred on June 21, 2021. The parties await the decision of theappeals court.  

 

OnDecember 1, 2017, a complaint against CWCAM and others was filed in the UnitedStates District Court for the Southern District of New York styled as CWCapitalCobalt Vr Ltd. v. CWCapital Investments LLC, et al., No. 17-cv-9463 (the“Original Complaint”). The gravamen of the Original  Complaint allegedbreaches of a contract and fiduciary duties by CWCAM’s affiliate, CWCapitalInvestments LLC in its capacity as collateral manager for the collateralizeddebt obligation transaction involving CWCapital Cobalt Vr, Ltd. In total, thereare 14 counts pled in the Original Complaint. Of those 14, 5 claims wereasserted against CWCAM for aiding and abetting breach of fiduciary duty,conversion and unjust enrichment. On May 23, 2018, the Original Complaint wasdismissed for lack of subject matter jurisdiction.   On June 28,2018, CWCapital Cobalt Vr Ltd. filed a substantially similar complaint in theSupreme Court of the State of New York, County of New York styled as CWCapitalCobalt Vr Ltd. v. CWCapital Investments LLC, et al., Index No. 653277/2018 (the“New Complaint”).  The gravamen of the New Complaint is the same as theprevious complaint filed in the United State District Court for the Southern Districtof New York.  In total there are 16 counts pled in the New Complaint. Ofthose 16 counts, 5 claims were asserted against CWCAM for aiding and abettingbreach of fiduciary duty, conversion and unjust enrichment, 1 count seeks adeclaratory judgement that the plaintiff has the right to enforce the contractsin question and 1 count seeks an injunction requiring the defendants torecognize the plaintiff as the directing holder for the trusts in question. OnJanuary 11, 2019, the plaintiff dismissed with prejudice the declaratoryjudgment and injunction counts.  The New Complaint and related summons wasnot served on the defendants until July 13, 2018 and July 16, 2018.  Theplaintiff’s motion for a preliminary injunction was denied by the court on July31, 2018.  On August 3, 2018, the defendants, including CWCAM, filed amotion to dismiss the New Complaint in its entirety. On August 20, 2019, thecourt entered an order granting defendants’ motion almost in its entirety,dismissing 11 of the 16 counts and partially dismissing 2 additionalcounts.  Of the remaining counts, 2 are asserted against CWCAM for aidingand abetting breach of fiduciary duty and unjust enrichment.  On September19, 2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relating to theAugust 20, 2019 dismissal order and on September 26, 2019, filed an amendedcomplaint against CWCI and CWCAM attempting to address deficiencies relating tocertain of the claims dismissed by the August, 20, 2019 order.  CWCI andCWCAM filed its Motion to Dismiss the amended complaint on October 28,2019.  The court heard argument on the Motion to Dismiss the amendedcomplaint on January 22, 2020 and on October 23, 2020, the court granted themotion dismissing the amended claims.  On November 30, 2020, CWCapitalCobalt Vr Ltd filed a notice of appeal relating to the October 23, 2020dismissal order.  On April 27, 2021, the First Department affirmed thedismissal as to claims against CWCAM that were part of the August 20, 2019dismissal, but reversed the dismissal of two counts for breach of theCollateral Management Agreement against CWCI.  CWCI has sought leave tofile an appeal of the decision.  Both requests for leave were denied bythe First Department.  The plaintiff has also sought leave to appeal thedismissal of the claims against CWCAM.  CWCAM believes that it hasperformed its obligations under the related pooling and servicing agreements ingood faith and the remaining allegations in the New Complaint are withoutmerit.  

 

OnJanuary 24, 2016 PSW NYC LLC commenced a complaint (the “PSW Complaint”) withthe Supreme Court of the State of New York, County of New York (the “PSWCourt”) against Bank of America, N.A. as trustee under the pooling andservicing agreements for Wachovia Bank Commercial Mortgage Trust 2007-C30 andCOBALT CMBS Commercial Trust 2007-C2, U.S. Bank National Association as trusteeunder the pooling and servicing agreements for Wachovia Bank CommercialMortgage Trust 2007-C31, ML-CFC Commercial Mortgage Trust 2007-5 and ML-CFC CommercialMortgage Trust 2007-6 (collectively, the “PSW Trusts”), PCV-M Holdings LLC andCWCapital Asset Management LLC, individually and as special servicer for thePSW Trusts (collectively, the “Defendants”) seeking either (a) damages in anamount to be determined by the PSW Court but alleged by the plaintiffs to beapproximately $500,000,000 – such amount being the amount PSW NYC LLC allegeswould have been recovered on certain mezzanine loans (the “PCVST MezzanineLoans”) related to the Peter Cooper Village and Stuyvesant Town property (the“PCVST Property”) in New York City which PSW NYC LLC sold to an entity relatedto the Defendants pursuant to a settlement agreement related to certain priorlitigation (the “2010 Settlement Agreement”) or (b) the rescission of the 2010Settlement Agreement which would result in, among other things, the rescissionof the sale of the PCVST Mezzanine Loans and a claim for certain proceeds fromthe sale of the PCVST Property. PSW NYC LLC alleges that the Defendants procuredthe 2010 Settlement Agreement by fraud and further that the terms of the 2010Settlement Agreement were breached by the Defendants. On February 26, 2016,CWCAM on behalf of itself and the other Defendants filed a motion to dismissthe PSW Complaint (the “CWCAM Motion to Dismiss”). On April 11, 2016, PSW NYCLLC opposed 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 1st Departmentappellate court affirmed the dismissal of all PSW claims and denied a requestfor leave to appeal to the New York Court of Appeals on September 12, 2017. 

 

OnMarch 31, 2016, RAIT Preferred Funding II LTD. (“RAIT Preferred Funding”)commenced a complaint (“RAIT Complaint”) with the Supreme Court of the State ofNew York, County of New York (the “RAIT Court”), claiming it owns $18,500,000of a mortgage loan secured by the development of the One Congress StreetProperty in Boston, Massachusetts (the “Loan”) and seeking (a) a declaratoryjudgment stating that RAIT Preferred Funding is the directing lender under aco-lender agreement dated March 28, 2007 and a pooling and servicing agreementdated March 1, 2007 (collectively, the “Operative Agreements”) and was thedirecting lender at the time of the improper modification of the Loan, (b) adeclaratory judgment stating that RAIT Preferred Funding has the right to terminatethe special servicer, (c) monetary damages for the value of the bonds and feespaid to CWCAM as the special servicer of the Loan and (d) other things. On May 17, 2016, CWCAM filed a motion to dismiss the RAIT Complaint (“Motion toDismiss”) stating that the RAIT Complaint did not state a claim and theessential facts of the RAIT Complaint are negated by affidavits and evidentiarymaterials submitted with the RAIT Complaint.  On June 14, 2016, RAITPreferred Funding filed a Memorandum of Law in Opposition to the Motion toDismiss (“Opposition”) stating that the claims in the RAIT Complaint wereproperly stated.  On June 30, 2016, CWCAM filed a reply in support of theMotion to Dismiss and in response to the Opposition, stating that each of CWCAM’sarguments is supported by the express language of the agreements between theparties, the documentary evidence and New York case law.  On September 30,2016, RAIT Preferred Funding and CWCAM entered into a confidential SettlementAgreement (the “2016 Settlement”), which provides for a stay of the RAITPreferred Funding litigation (the “Litigation Stay”) through August 25,2017.  Pursuant to the terms of the 2016 Settlement, upon satisfaction ofa term of the 2016 Settlement by August 25, 2017 (or such later date agreed toby the parties), the RAIT Preferred Funding litigation will be dismissed, withprejudice.  On May 19, 2017 the Borrower repaid the Loan in accordancewith the terms of the notes and satisfied the condition to dismissal withprejudice.  RAIT has refused to dismiss the case and is claiming that theB Note should be paid in full.  CWCAM believes that it has performed itsobligations under the Operative Agreements in good faith, and that the actionshould be dismissed with prejudice.  On August 29, 2017, the RAIT Courtgranted leave to RAIT Preferred Funding to amend its complaint.  OnSeptember 20, 2017, RAIT Preferred Funding filed an Amended Complaint (the“RAIT Amended Complaint”), which omits its original claims, adds Wells FargoBank as a defendant, and seeks (a) specific performance requiring repayment ofthe $18,500,000 principal amount of the B Note or, in the alternative, monetarydamages, including the $18,500,000 principal amount of the B Note, in an amountto be determined at trial, (b) monetary damages on any fees paid to CWCAM asspecial servicer or Wells Fargo Bank as master servicer in connection with theborrower’s repayment of the Loan, (c) a declaratory judgment that RAITPreferred Funding is entitled to recover the full $18,500,000 principal amountof the B Note, (d) punitive damages against CWCAM, and (e) other things. On October 11, 2017, CWCAM filed a motion to dismiss the RAIT Amended Complaint(“CWCAM Motion to Dismiss Amended Complaint”) stating that the RAIT AmendedComplaint did not state a claim and the essential facts of the RAIT AmendedComplaint are negated by the Operative Agreements and other admissibleevidentiary materials.  On November 13, 2017, Wells Fargo Bank filed amotion to dismiss the RAIT Amended Complaint (the “Wells Fargo Motion toDismiss Amended Complaint”) and joined the CWCAM Motion to Dismiss AmendedComplaint.  On January 29, 2018, the court dismissed all claims but forbreach of contract and discovery has commenced.  CWCAM filed a Motion forSummary Judgement on March 18, 2019.   This matter was settled andthe case dismissed on May 15, 2019.

 

**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. 

 

**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, andPentalpha Surveillance LLC, as operating advisor and as asset representationsreviewer, relating to the BANK 2021-BNK36 securitization transaction, pursuantto which the One North Wacker Mortgage Loan is serviced (filed as Exhibit 4.2to 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).

 

(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 theregistrant's Current Report on Form 8-K filed on December 22, 2021 under SECFile No. 333-259741-01 and incorporated by reference herein).

 

(4.5) 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)  Rule 13a-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

 

33.5Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer

 

33.6National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 33.4)

 

33.7Pentalpha Surveillance LLC, as Operating Advisor

 

33.8CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

33.9Wells 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 (from12/22/21 to 12/31/21) (see Exhibit 33.3)

 

33.10CoreLogic 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 (from12/22/21 to 12/31/21) (see Exhibit 33.8)

 

33.11Wells 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 (from12/22/21 to 12/31/21) (see Exhibit 33.3)

 

33.12CoreLogic 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 (from12/22/21 to 12/31/21) (see Exhibit 33.8)

 

33.13KeyBank 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 12/22/21 to 12/31/21)

 

33.14Wells 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 (from12/22/21 to 12/31/21) (see Exhibit 33.3)

 

33.15CoreLogic 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 (from12/22/21 to 12/31/21) (see Exhibit 33.8)

 

33.16Rialto 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 12/22/21 to12/31/21)

 

33.17Wells 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 (from12/22/21 to 12/31/21) (see Exhibit 33.3)

 

33.18CoreLogic 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 (from12/22/21 to 12/31/21) (see Exhibit 33.8)

 

33.19Situs 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 12/22/21 to12/31/21)

 

33.20CWCapital 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 (from12/22/21 to 12/31/21)

 

33.21Wells Fargo Bank, National Association, asCustodian under the BANK 2021-BNK36 securitization, pursuant to which the followingmortgage loans were serviced by such party: One North Wacker (from 12/22/21 to12/31/21)

 

33.22Computershare 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 12/22/21 to 12/31/21) (see Exhibit 33.2)

 

33.23Wells Fargo Bank, National Association, asCustodian under the MSC 2021-PLZA securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Avenue Plaza (from12/22/21 to 12/31/21) (see Exhibit 33.21)

 

33.24Computershare Trust Company, National Association,as Servicing Function Participant under the MSC 2021-PLZA securitization,pursuant to which the following mortgage loans were serviced by such party:Park Avenue Plaza (from 12/22/21 to 12/31/21) (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 12/22/21 to 12/31/21) (see Exhibit 33.21)

 

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 12/22/21 to 12/31/21) (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 (from12/22/21 to 12/31/21) (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

 

34.5Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Special Servicer

 

34.6National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 34.4)

 

34.7Pentalpha Surveillance LLC, as Operating Advisor

 

34.8CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

34.9Wells 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 (from12/22/21 to 12/31/21) (see Exhibit 34.3)

 

34.10CoreLogic 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 (from12/22/21 to 12/31/21) (see Exhibit 34.8)

 

34.11Wells 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 (from12/22/21 to 12/31/21) (see Exhibit 34.3)

 

34.12CoreLogic 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 (from12/22/21 to 12/31/21) (see Exhibit 34.8)

 

34.13KeyBank 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 12/22/21 to 12/31/21)

 

34.14Wells 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 (from12/22/21 to 12/31/21) (see Exhibit 34.3)

 

34.15CoreLogic 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 (from12/22/21 to 12/31/21) (see Exhibit 34.8)

 

34.16Rialto 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 12/22/21 to 12/31/21)

 

34.17Wells 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 (from 12/22/21to 12/31/21) (see Exhibit 34.3)

 

34.18CoreLogic 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 (from12/22/21 to 12/31/21) (see Exhibit 34.8)

 

34.19Situs 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 12/22/21 to12/31/21)

 

34.20CWCapital 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 (from12/22/21 to 12/31/21)

 

34.21Wells 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 (from12/22/21 to 12/31/21)

 

34.22Computershare 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 12/22/21 to 12/31/21) (see Exhibit 34.2)

 

34.23Wells Fargo Bank, National Association, asCustodian under the MSC 2021-PLZA securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Avenue Plaza (from12/22/21 to 12/31/21) (see Exhibit 34.21)

 

34.24Computershare Trust Company, National Association,as Servicing Function Participant under the MSC 2021-PLZA securitization,pursuant to which the following mortgage loans were serviced by such party:Park Avenue Plaza (from 12/22/21 to 12/31/21) (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 12/22/21 to 12/31/21) (see Exhibit 34.21)

 

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 12/22/21 to 12/31/21) (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 (from12/22/21 to 12/31/21) (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

 

35.5Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer

 

35.6National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 35.4)

 

35.7Wells 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 (from12/22/21 to 12/31/21) (see Exhibit 35.3)

 

35.8Wells 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 (from12/22/21 to 12/31/21) (see Exhibit 35.3)

 

35.9Wells 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 (from12/22/21 to 12/31/21) (see Exhibit 35.3)

 

35.10Wells 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 (from12/22/21 to 12/31/21) (see Exhibit 35.3)

 

35.11Wells 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 (from12/22/21 to 12/31/21)

 

35.12Computershare 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 12/22/21 to 12/31/21)

 

35.13Wells Fargo Bank, National Association, asCustodian under the MSC 2021-PLZA securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Park Avenue Plaza (from12/22/21 to 12/31/21) (see Exhibit 35.11)

 

35.14Computershare Trust Company, National Association,as Servicing Function Participant under the MSC 2021-PLZA securitization,pursuant to which the following mortgage loans were serviced by such party:Park Avenue Plaza (from 12/22/21 to 12/31/21) (see Exhibit 35.12)

 

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 12/22/21 to 12/31/21) (see Exhibit 35.11)

 

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 12/22/21 to 12/31/21) (see Exhibit 35.12)

 

35.17Computershare Trust Company, National Association, asCustodian under the BANK 2021-BNK37 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 1201 Lake Robbins (from12/22/21 to 12/31/21) (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 and incorporatedby 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 of October7, 2021, by and between Bank of America, National Association, as initial noteA-1 holder, Bank of America, National Association, as initial note A-2 holder,Bank of America, National Association, as initial note A-3 holder, Bank ofAmerica, National Association, as initial note A-4 holder, Bank of America,National Association, as initial note A-5 holder, Bank of America, NationalAssociation, 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-7holder and initial note A-8 holder, and Morgan Stanley Bank, N.A., as initialnote B-1 holder, relating to the Park Avenue Plaza loan combination (filed asExhibit 99.6 to the registrant's Current Report on Form 8-K filed on December22, 2021 under SEC File No. 333-259741-01 and incorporated by referenceherein).

 

(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.333-259741-01 and incorporated by reference herein).

 

(99.8) Agreement Between Note Holders, dated as ofNovember 22, 2021, by and between Wells Fargo Bank, National Association, as initialnote A-1 holder, Wells Fargo Bank, National Association, as initial note A-2holder, Wells Fargo Bank, National Association, as initial note A-3 holder, andWells Fargo Bank, National Association, as initial note A-4 holder, relating tothe 1201 Lake Robbins loan combination (filed as Exhibit 99.8 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).

 

(b)See (a) above.

 

(c) NotApplicable.

 

**SIGNATURES**

 

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

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 30, 2022