**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, 2022OR**

**//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 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 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.

 

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**

 

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

 

•   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 senior certificateholdersin the transaction governed by such pooling and servicing agreement and isresponsible for monitoring the performance of the special servicer under suchpooling and servicing agreement and producing certain reports tocertificateholders relating to the resolution of the mortgage pool securitizedpursuant to such pooling and servicing agreement.  The operating advisorunder a pooling and servicing agreement does not have any obligations withrespect to any other transaction and is solely obligated to perform loanreporting functions with respect to the securitization governed by such poolingand servicing agreement.  Consequently, the operating advisor under anOutside Pooling and Servicing Agreement neither participates in the servicingfunction for purposes of Item 1122 of Regulation AB nor performs 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.  In addition,while the operating advisor under a pooling and servicing agreement has certainreporting obligations in respect of the related mortgage pool, it has noobligation to collect or disburse funds in respect of the mortgage pool or toadminister 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 delinquencythreshold has been met and the required percentage of certificateholders voteto direct a review of such delinquent mortgage loans, and has no obligation tocollect or disburse funds in respect of the mortgage pool, to administer any ofthe underlying 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 master servicerand 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 anymortgage loan included in the BANK 2021-BNK38 mortgage pool and therefore insuch capacity does not constitute a reporting “servicing function participant”for purposes of Item 1122 of Regulation AB, as specified in the Instruction 3to Item 1122, and does not constitute a reporting “servicer” for purposes ofItem 1123 of Regulation AB, as specified in the Instruction to Item 1123.

 

•   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 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 Item1122 of Regulation AB, as specified in the Instruction 3 to Item 1122, but doesnot constitute a reporting “servicer” for purposes of Item 1123 of RegulationAB, 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 Management LLC isthe special servicer under the BANK 2021-BNK37 pooling and servicing agreement,pursuant to which the 1201 Lake Robbins mortgage loan is serviced. Because CWCapital Asset Management LLC is notthe BANK 2021-BNK38 special servicer, is not affiliated with any sponsor andservices only the 1201 Lake Robbins mortgage loan, which constitutes more than5% but less than 10% of the mortgage pool, CWCapital Asset ManagementLLC, as BANK 2021-BNK37 special servicer, constitutesa reporting “servicing function participant” for purposes of Item 1122 ofRegulation AB, as specified in the Instruction 3 to Item 1122, but does notconstitute a reporting “servicer” for purposes of Item 1123 of Regulation AB,as specified in the Instruction to Item 1123.

 

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

 

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 as aservicing function participant in respect of the entire mortgage pool for thereporting period.

 

•   Wells Fargo Bank, NationalAssociation, as master servicer under the BANK 2021-BNK36 pooling and servicingagreement, pursuant to which the One North Wacker mortgage loan is serviced,engaged the services of CoreLogic Solutions, LLC as a servicing functionparticipant in respect of the One North Wacker mortgage loan for the reportingperiod.

 

•   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 as a servicing function participant inrespect of the Park Avenue Plaza mortgage 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 as a servicing functionparticipant in respect of the 1201 Lake Robbins mortgage loan for the reportingperiod.

 

•   Wells Fargo Bank, NationalAssociation, as custodian (from January 1, 2022 to June 30, 2022) under the MSC2021-PLZA trust and servicing agreement, pursuant to which the Park AvenuePlaza mortgage loan is serviced, as custodian under the BANK 2021-BNK36 poolingand servicing agreement, pursuant to which the One North Wacker mortgage loanis serviced, and as custodian under the CAMB 2021-CX2 trust and servicingagreement, pursuant to which the CX - 350 & 450 Water Street mortgage loanis serviced, engaged the services of Computershare Trust Company, NationalAssociation as a servicing function participant in respect of each suchmortgage 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.**  | **[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) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation AB, orother party contemplated by Item 1100(d)(1) of Regulation AB, or of which anyproperty of the foregoing is the subject, that is material to security holders,other than as follows:

 

InDecember 2014, Phoenix Light SF Limited (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 and by IKB Internationaland IKB Deutsche Industriebank in New York state court. In each case, theplaintiffs allege that Wells Fargo Bank, N.A., as trustee, caused losses toinvestors, and plaintiffs assert causes of action based upon, among otherthings, the trustee’s alleged failure to notify and enforce repurchaseobligations of mortgage loan sellers for purported breaches of representationsand warranties, notify investors of alleged events of default, and abide byappropriate standards of care following alleged events of default. In July2022, the district court dismissed Phoenix Light’s claims and certain of theclaims asserted by Commerzbank AG, and subsequently entered judgment in eachcase in favor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light andCommerzbank AG appealed the district court’s decision to the United StatesCourt of Appeals for the Second Circuit. 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. Inaddition, Park Royal I LLC and Park Royal II LLC have filed substantiallysimilar lawsuits in New York state court alleging Wells Fargo Bank, N.A., astrustee, failed to take appropriate actions upon learning of defective mortgageloan documentation.

 

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 forth inthe following paragraphs, there are currently no legal proceedings pending, andno 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 BankCommercial Mortgage Trust 2007-C31, (iv) ML-CFC Commercial Mortgage Trust2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenced a proceeding withthe Second Judicial District Court of Ramsey County, Minnesota (the “StateCourt”) for a declaratory judgment as to the proper allocation of certainproceeds (“Disputed Proceeds”) received by CWCAM in connection with the sale ofthe Peter Cooper Village and Stuyvesant Town property in New York, New Yorksecuring loans held by those trusts. CWCAM was the special servicer of suchproperty. The petition requests the State Court to instruct the trustee, thetrust beneficiaries, 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 limited appearancewith the State Court to file a motion to dismiss this proceeding based on lackof jurisdiction, mootness, standing and forum non conveniens. On July 19, 2016,the State Court denied CWCAM’s motion to dismiss. On July 22, 2016, the actionwas removed to federal court in Minnesota (“Federal Court”). On October 21,2016, the Federal Court held a hearing on the motion to transfer the action tothe United States District Court for the Southern District of New York (“SDNYCourt”), a motion to remand to state court and a motion to hear CWCAM’s requestfor reconsideration of the motion to dismiss. On March 14, 2017, the FederalCourt reserved the determination on the motion to hear CWCAM’s request forreconsideration of the motion to dismiss, denied the motion to remand thematter to state court and granted the motion to transfer the proceeding to theSDNY Court. Cross motions for judgment on the pleadings were filed but the SDNYCourt was unable to decide the case based on the pleadings and the SDNY Courtordered discovery. All fact discovery was completed in December, 2018 andexpert discovery 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 penaltyinterest and yield maintenance, not gain-on-sale proceeds, and that the amountof penalty interest and yield maintenance was correctly calculated. An appealof the SDNY Court’s decision was taken on April 29, 2020. Oral argument on theappeal occurred on June 21, 2021. On July 14, 2022, the Second Circuit entereda decision affirming in part and reversing in part the SDNY Court’s decisionand remanding to the SDNY Court for further proceedings. The Second Circuitaffirmed the SDNY’s Court holding that Penalty Interest and Yield Maintenanceare paid before Gain-On-Sale Proceeds. The Second Circuit reversed and remandedfor further proceedings that portion of the SDNY Court’s decision related toapproximately $67.2 million in interest on advances. On January 13, 2023, theparties entered into a settlement agreement, in which (among other things) theyagreed to stipulate that the amount of interest on advances that accrued on orbefore June 3, 2014 is $27.5 million, and that CWCAM would pay that amount intoescrow for distribution to certificateholders upon the entry of an order by theCourt approving the settlement. U.S. Bank National Association, as Trustee forthe trusts, provided notice of the settlement to all parties in interest via anotice program approved by the Court. A hearing on the settlement is scheduledfor March 16, 2023.

 

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 alleged breachesof a contract and fiduciary duties by CWCAM’s affiliate, CWCapital InvestmentsLLC in its capacity as collateral manager for the collateralized debtobligation transaction involving CWCapital Cobalt Vr, Ltd. In total, there are14 counts pled in the Original Complaint. Of those 14, 5 claims were assertedagainst CWCAM for aiding and abetting breach of fiduciary duty, conversion andunjust enrichment. On May 23, 2018, the Original Complaint was dismissed forlack of subject matter jurisdiction. On June 28, 2018, CWCapital Cobalt Vr Ltd.filed a substantially similar complaint in the Supreme Court of the State ofNew York, County of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapitalInvestments LLC, et al., Index No. 653277/2018 (the “New Complaint”). Thegravamen of the New Complaint is the same as the previous complaint filed inthe United State District Court for the Southern District of New York. In totalthere are 16 counts pled in the New Complaint. Of those 16 counts, 5 claimswere asserted against CWCAM for aiding and abetting breach of fiduciary duty,conversion and unjust enrichment, 1 count seeks a declaratory judgement thatthe plaintiff has the right to enforce the contracts in question and 1 countseeks an injunction requiring the defendants to recognize the plaintiff as thedirecting holder for the trusts in question. On January 11, 2019, the plaintiffdismissed with prejudice the declaratory judgment and injunction counts. TheNew Complaint and related summons was not served on the defendants until July13, 2018 and July 16, 2018. The plaintiff’s motion for a preliminary injunctionwas denied by the court on July 31, 2018. On August 3, 2018, the defendants,including CWCAM, filed a motion to dismiss the New Complaint in its entirety.On August 20, 2019, the court entered an order granting defendants’ motionalmost in its entirety, dismissing 11 of the 16 counts and partially dismissing2 additional counts. Of the remaining counts, 2 are asserted against CWCAM foraiding and abetting breach of fiduciary duty and unjust enrichment. OnSeptember 19, 2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relatingto the August 20, 2019 dismissal order and on September 26, 2019, filed anamended complaint against CWCI and CWCAM attempting to address deficienciesrelating to certain of the claims dismissed by the August 20, 2019 order. CWCIand CWCAM filed its Motion to Dismiss the amended complaint on October 28,2019. The court heard argument on the Motion to Dismiss the amended complainton January 22, 2020 and on October 23, 2020, the court granted the motiondismissing the amended claims. On November 30, 2020, CWCapital Cobalt Vr Ltdfiled a notice of appeal relating to the October 23, 2020 dismissal order. OnApril 27, 2021, the First Department affirmed the dismissal as to claimsagainst CWCAM that were part of the August 20, 2019 dismissal, but reversed thedismissal of two counts for breach of the Collateral Management Agreementagainst CWCI. CWCI sought leave to file an appeal of the decision. Theplaintiff also sought leave to appeal the dismissal of the claims againstCWCAM. Both requests for leave were denied by the First Department. On May 15,2020, CWCI and CWCAM filed a motion to renew its motion to dismiss as to 4 ofthe remaining counts (including the remaining two counts against CWCAM foraiding and abetting breach of fiduciary duty and unjust enrichment), based on adecision entered by Judge Failla in a trust instruction proceeding in the USDistrict Court for the Southern District of New York awarding summary judgmentin favor of CWCAM. On September 7, 2021, the court denied the motion to renew.CWCI and CWCAM filed a notice of appeal, which they perfected by the filing oftheir opening brief on July 1, 2022. On November 15, 2022, the First Departmentaffirmed the court’s denial of the motion to renew. On October 1, 2021, CWCIand CWCAM moved to reargue the denial of the motion to renew (or alternatively,the motion to dismiss) with respect to certain of Cobalt’s claims, includingthe remaining 2 claims against CWCAM, based on the First Department’s April 27,2021 decision. On March 24, 2022, the court denied the relief sought in themotion to reargue. CWCI and CWCAM have appealed the court’s decision on themotion to reargue and filed their opening brief on July 11, 2022. The appealwas dismissed as being nonappealable on August 30, 2022. CWCAM believes that ithas performed its obligations under the related pooling and servicingagreements in good faith and the remaining allegations in the New Complaint arewithout merit.

 

**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,Computershare Trust Company, National Association, the certificateadministrator and custodian under the MSC 2021-PLZA trust and servicingagreement, pursuant to which the Park Avenue Plaza mortgage loan is serviced,is also the certificate administrator and custodian under the BANK 2021-BNK37pooling and servicing agreement, pursuant to which the 1201 Lake Robbinsmortgage loan is serviced, and the certificate administrator and custodianunder the BANK 2021-BNK38 pooling and servicing agreement.

 

**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.

 

Thereport on assessment of compliance with applicable servicing criteria furnishedpursuant to Item 1122 of Regulation AB by KeyBank National Associationdiscloses that a material instance of noncompliance occurred, as describedbelow:

 

KeyBankNational Association (KeyBank) has identified the following material instanceof noncompliance with servicing criteria 1122(d)(4)(ix) during the calendaryear ended December 31, 2022, with respect to the Platform. The material instance of noncompliance does not relate toKeyBank’s performance under any pooling and servicing agreement applicable tothe securitization transaction that is the subject of this Form 10-K.

 

1) ServicingCriteria impacted 

 

1122(d)(4)(ix) –Adjustments to interest rates or ratesof return for pool assets with variable rates are computed based on the relatedpool asset documents. 

 

2)Material Instance of Noncompliance with Servicing Criteria

 

During compliance testing, it was discovered, that notall FlexARM loan mortgagors were offered loan rates within 45-60 days beforethe rate change date, as required per the related pool asset documents. Per theNote, if the holder fails to offer a loan rate within 45-60 days of any changedate a margin of 2.25% is to be used. Given the notification was not made tothe borrowers, a 3% margin was incorrectly applied. The noncompliance in Item1122 (d)(4)(ix) is related to a servicing portfolio which is wholly owned bythe investor and is not held in a publicly traded security. 

 

3)Remediation

 

The following remediation procedures have beeninitiated by KeyBank: (i) the impacted mortgage loans are currently in theprocess of being identified, (ii) investor contact has been initiated, (iii)corrective actions are being considered and will be tracked and monitored bysenior management, (iv) procedures will be reviewed and revised, if necessary,to include new tracking and action steps to prevent this situation fromrecurring in the future, and (v) training will be provided to the relevantstaff members to prevent a recurrence.

 

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

 

Theservicer compliance statements are attached hereto under Item 15.

 

Theservicer compliance statement furnished pursuant to Item 1123 of Regulation ABby Computershare Trust Company National Association discloses that a materialinstance of noncompliance occurred, as described below:

 

ComputershareTrust Company, N.A. made the April 18, 2022 distribution (the "AprilDistribution") due to certificate holders of the BANK 2021-BNK38Commercial Mortgage Pass Through Certificates, Series 2021-BNK38 transactionone business day late on April 19, 2022. The inadvertent delay in the requireddistribution, consisting of approximately $2.1 million, was caused by anadministrative error relating to the calculation of the payment date in aninternal system due to Good Friday. The error resulted in a delay in therelease of the payment information to the payment processing system, which inturned caused the late distribution. The impact of this error was limited tothe April Distribution. In an effort to prevent similar errors from occurring,Computershare Trust Company, N.A. has updated the payment date calculationprocess in its systems.

 

**PART IV**

 

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

 

(a) Exhibits.

 

(4.1)Poolingand Servicing Agreement, dated as of December 1, 2021, between Morgan StanleyCapital I Inc., as depositor, Wells Fargo Bank, National Association, asgeneral master servicer, Midland Loan Services, a Division of PNC Bank,National Association, as general special servicer, National Cooperative Bank,N.A., as NCB master servicer and as NCB special servicer, Computershare TrustCompany, National Association, as certificate administrator, Wilmington Trust,National Association, as trustee, and Pentalpha Surveillance LLC, as operatingadvisor and as asset representations reviewer (filed as Exhibit 4.1 to theregistrant's Current Report on Form 8-K/A filed on February 4, 2022 under SECFile No. 333-259741-01 and incorporated by reference herein).

 

(4.2)Poolingand Servicing Agreement, dated and effective as of October 1, 2021, betweenBanc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Wells FargoBank, National Association, as general master servicer, Rialto CapitalAdvisors, LLC, as general special servicer, National Cooperative Bank, N.A., asNCB master servicer and as NCB special servicer, Wells Fargo Bank, NationalAssociation, as certificate administrator, Wilmington Trust, NationalAssociation, as trustee, and Pentalpha Surveillance LLC, as operating advisorand as asset representations reviewer, relating to the BANK 2021-BNK36securitization transaction, pursuant to which the One North Wacker MortgageLoan is serviced (filed as Exhibit 4.2 to the registrant's Current Report onForm 8-K filed on December 22, 2021 under SEC File No. 333-259741-01 andincorporated by reference herein).

 

(4.3)Trustand Servicing Agreement, dated as of November 1, 2021, between Morgan StanleyCapital I Inc., as depositor, Wells Fargo Bank, National Association, asservicer and special servicer, Wells Fargo Bank, National Association, ascertificate administrator and custodian, and Wilmington Trust, NationalAssociation, as trustee, relating to the MSC 2021-PLZA securitizationtransaction, pursuant to which the Park Avenue Plaza Mortgage Loan is serviced(filed as Exhibit 4.3 to the registrant's Current Report on Form 8-K filed onDecember 22, 2021 under SEC File No. 333-259741-01 and incorporated byreference herein).

 

(4.4)Trustand Servicing Agreement, dated as of November 9, 2021, between DeutscheMortgage & Asset Receiving Corporation, as depositor, KeyBank NationalAssociation, as master servicer, Situs Holdings, LLC, as special servicer,Wells Fargo Bank, National Association, as certificate administrator, payingagent and custodian, Wilmington Trust, National Association, as trustee, andPark Bridge Lender Services LLC, as operating advisor and as assetrepresentations reviewer, relating to the CAMB 2021-CX2 securitizationtransaction, pursuant to which the CX - 350 & 450 Water Street MortgageLoan is serviced (filed as Exhibit 4.4 to the registrant's Current Report onForm 8-K filed on December 22, 2021 under SEC File No. 333-259741-01 andincorporated by reference herein).

 

(4.5)Poolingand Servicing Agreement, dated as of November 1, 2021, between Wells FargoCommercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, NationalAssociation, as general master servicer, CWCapital Asset Management LLC, asgeneral special servicer, National Cooperative Bank, N.A., as NCB masterservicer and as NCB special servicer, Computershare Trust Company, National Association,as certificate administrator, Wilmington Trust, National Association, astrustee, and Park Bridge Lender Services LLC, as operating advisor and as assetrepresentations reviewer, relating to the BANK 2021-BNK37 securitizationtransaction, pursuant to which the 1201 Lake Robbins Mortgage Loan is serviced(filed as Exhibit 4.5 to the registrant's Current Report on Form 8-K filed onDecember 22, 2021 under SEC File No. 333-259741-01 and incorporated byreference herein).

 

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

 

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

 

33.1Computershare Trust Company, National Association, asCertificate 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 (from 1/1/22to 12/31/22) (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 (from1/1/22 to 12/31/22) (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 (from1/1/22 to 12/31/22) (see Exhibit 33.3)

 

33.12CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSC 2021-PLZA securitization, pursuant to which the followingmortgage loans were serviced by such party: Park Avenue Plaza (from 1/1/22 to12/31/22) (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 1/1/22 to 12/31/22)

 

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 (from1/1/22 to 12/31/22) (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 (from1/1/22 to 12/31/22) (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 1/1/22 to12/31/22)

 

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 (from1/1/22 to 12/31/22) (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 (from1/1/22 to 12/31/22) (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 1/1/22 to12/31/22)

 

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 (from1/1/22 to 12/31/22)

 

33.21Wells 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 (from1/1/22 to 12/31/22)

 

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 1/1/22 to 12/31/22) (see Exhibit 33.2)

 

33.23Computershare Trust Company, National Association,as Custodian under the MSC 2021-PLZA securitization, pursuant to which the followingmortgage loans were serviced by such party: Park Avenue Plaza (from 7/1/22 to12/31/22) (see Exhibit 33.2)

 

33.24Wells 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 (from1/1/22 to 6/30/22) (see Exhibit 33.21)

 

33.25Computershare 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 1/1/22 to 6/30/22) (see Exhibit 33.2)

 

33.26Wells 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 1/1/22 to 12/31/22) (see Exhibit 33.21)

 

33.27Computershare 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 1/1/22 to 12/31/22) (see Exhibit 33.2)

 

33.28Computershare 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 (from1/1/22 to 12/31/22) (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,National Association, 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 Function Participant

 

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 (from 1/1/22to 12/31/22) (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 (from1/1/22 to 12/31/22) (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 (from1/1/22 to 12/31/22) (see Exhibit 34.3)

 

34.12CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSC 2021-PLZA securitization, pursuant to which the followingmortgage loans were serviced by such party: Park Avenue Plaza (from 1/1/22 to12/31/22) (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 1/1/22 to 12/31/22)

 

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 (from1/1/22 to 12/31/22) (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 (from1/1/22 to 12/31/22) (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 1/1/22 to12/31/22)

 

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 (from1/1/22 to 12/31/22) (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 (from1/1/22 to 12/31/22) (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 1/1/22 to12/31/22)

 

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 (from1/1/22 to 12/31/22)

 

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 (from1/1/22 to 12/31/22)

 

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 1/1/22 to 12/31/22) (see Exhibit 34.2)

 

34.23Computershare Trust Company, National Association,as Custodian under the MSC 2021-PLZA securitization, pursuant to which the followingmortgage loans were serviced by such party: Park Avenue Plaza (from 7/1/22 to12/31/22) (see Exhibit 34.2)

 

34.24Wells 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 (from1/1/22 to 6/30/22) (see Exhibit 34.21)

 

34.25Computershare 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 1/1/22 to 6/30/22) (see Exhibit 34.2)

 

34.26Wells 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 1/1/22 to 12/31/22) (see Exhibit 34.21)

 

34.27Computershare 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 1/1/22 to 12/31/22) (see Exhibit 34.2)

 

34.28Computershare 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 (from1/1/22 to 12/31/22) (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 Master Servicer

 

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 (from1/1/22 to 12/31/22) (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 (from1/1/22 to 12/31/22) (see Exhibit 35.3)

 

35.9Wells Fargo Bank, National Association, as MasterServicer under the BANK 2021-BNK37 securitization, pursuant to which the followingmortgage loans were serviced by such party: 1201 Lake Robbins (from 1/1/22 to12/31/22) (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 (from1/1/22 to 12/31/22) (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 (from1/1/22 to 12/31/22)

 

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 1/1/22 to 12/31/22)

 

35.13Computershare 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 (from7/1/22 to 12/31/22) (see Exhibit 35.2)

 

35.14Wells 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 (from1/1/22 to 6/30/22) (see Exhibit 35.11)

 

35.15Computershare 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 1/1/22 to 6/30/22) (see Exhibit 35.12)

 

35.16Wells 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 1/1/22 to 12/31/22) (see Exhibit 35.11)

 

35.17Computershare 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 1/1/22 to 12/31/22) (see Exhibit 35.12)

 

35.18Computershare 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 (from1/1/22 to 12/31/22) (see Exhibit 35.2)

 

(99.1)MortgageLoan Purchase Agreement, dated as of December 13, 2021, between Morgan StanleyCapital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filed asExhibit 99.1 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).

 

(99.2)MortgageLoan Purchase Agreement, dated as of December 13, 2021, Morgan Stanley CapitalI Inc. and Bank of America, National Association (filed as Exhibit 99.2 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).

 

(99.3)MortgageLoan Purchase Agreement, dated as of December 13, 2021, between Morgan StanleyCapital I Inc. and Wells Fargo Bank, National Association (filed as Exhibit99.3 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).

 

(99.4)MortgageLoan Purchase Agreement, dated as of December 13, 2021, between Morgan StanleyCapital I Inc. and National Cooperative Bank, N.A. (filed as Exhibit 99.4 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).

 

(99.5)AgreementBetween Note Holders, dated as of October 7, 2021, by and between Bank ofAmerica, National Association, as initial note A-1 holder, Bank of America,National Association, as initial note A-2 holder, Bank of America, NationalAssociation, as initial note A-3 holder, Bank of America, National Association,as initial note A-4 holder, Bank of America, National Association, as initialnote A-5 holder, Bank of America, National Association, as initial note A-6holder, and Bank of America, National Association, as initial note A-7 holder,relating to the One North Wacker loan combination (filed as Exhibit 99.5 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).

 

(99.6)AgreementBetween Note Holders, dated as of November 17, 2021, by and between Morgan StanleyBank, N.A., as initial note A-1 holder, initial note A-2 holder, initial noteA-3 holder, initial note A-4 holder, initial note A-5 holder, initial note A-6holder, initial note A-7 holder and initial note A-8 holder, and Morgan StanleyBank, N.A., as initial note B-1 holder, relating to the Park Avenue Plaza loancombination (filed as Exhibit 99.6 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).

 

(99.7)Co-LenderAgreement, 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 noteA holder, JPMorgan Chase Bank, National Association, as an initial note Aholder, 3650 Cal Bridge Lending, LLC, as an initial note A holder, DBRInvestment Co. Limited, as initial note B-1 holder, Bank of America, N.A., asinitial note B-2 holder, JPMorgan Chase Bank, National Association, as initialnote B-3 holder, and 3650 Cal Bridge Lending, LLC, as initial note B-4 holder,relating to the CX – 350 & 450 Water Street loan combination (filed asExhibit 99.7 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).

 

(99.8)AgreementBetween Note Holders, dated as of November 22, 2021, by and between Wells FargoBank, National Association, as initial note A-1 holder, Wells Fargo Bank,National Association, as initial note A-2 holder, Wells Fargo Bank, NationalAssociation, as initial note A-3 holder, and Wells Fargo Bank, NationalAssociation, as initial note A-4 holder, relating to the 1201 Lake Robbins loancombination (filed as Exhibit 99.8 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). 

 

(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, 2023