**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

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

**For the fiscal year ended December 31, 2023or**

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

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

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

**BANK 2021-BNK37**

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

** **

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

**Wells Fargo Commercial MortgageSecurities, Inc.**

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

** **

**Central Index Key Number of the sponsor: 0000740906**

**Wells Fargo Bank, NationalAssociation**

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

** **

**Central Index Key Number of the sponsor: 0001102113**

**Bank of America, NationalAssociation**

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

** **

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

**Morgan Stanley Mortgage CapitalHoldings LLC**

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

** **

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

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

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

** **

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

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

**38-4197367**

**38-7274829**

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

**Identification Numbers)** |
|------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|

**c/o Computershare Trust Company, National Association**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

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

**21045**

**(Zip Code)**

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

**(704) 374-6161**

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

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

 

 

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

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

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

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

Indicate by check mark whether the registrant has submittedelectronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (Section 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).

Not applicable.

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

Large acceleratedfiler        o                                                                                                       Accelerated filer                                     o

Non-acceleratedfiler          ⌧                                                                                                       Smaller reportingcompany                    o

                                                                                                                                                       Emerging growthcompany                    o

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

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

If securities are registered pursuant to Section 12(b) of theAct, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issuedfinancial statements. o

Indicate by check mark whether any of those error correctionsare restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b). o

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

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

Not applicable.

 

** **

**EXPLANATORY NOTES**

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

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

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

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

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

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

Wells Fargo Bank, NationalAssociation is the custodian of the One North Wacker Mortgage Loan and theArizona Mills Mortgage Loan.  As a result, Wells Fargo Bank, NationalAssociation is a servicing function participant in the capacities describedabove, because it is servicing mortgage loans that constituted 5% or more ofthe assets of the issuing entity as of its cut-off date. The assessments ofcompliance with applicable servicing criteria and accountants’ attestationreports delivered by Wells Fargo Bank, National Association in the capacitiesdescribed above are listed in the Exhibit Index.

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

MidlandLoan Services, a Division of PNC Bank, National Association is the specialservicer of the One SoHo Square Mortgage Loan, which constitutedapproximately 5.7% of the asset pool of the issuing entity as of its cut-offdate. In accordance with the Compliance and Disclosure Interpretations, Section200.03 (Rules 13a-18 and 15d-18, Servicer’s Assessment of Compliance), thispercentage must be reduced *pro rata* because it was only acting as specialservicer of the One SoHo Square Mortgage Loan from January 1, 2023 to May 14,2023. As a result, it falls below the *de minimis* requirements in Item1122 of Regulation AB and no such assessment or attestation is required.

K-Star Asset Management LLC is thespecial servicer of the One SoHo Square Mortgage Loan, which constitutedapproximately 5.7% of the asset pool of the issuing entity as of its cut-offdate. In accordance with the Compliance and Disclosure Interpretations, Section200.03 (Rules 13a-18 and 15d-18, Servicer’s Assessment of Compliance), thispercentage must be reduced *pro rata* because it was only acting asspecial servicer of the One SoHo Square Mortgage Loan from May 15, 2023 toDecember 31, 2023. As a result, it falls below the*de minimis*requirements in Item 1122 of Regulation AB and no such assessment orattestation is required.

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

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

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Solutions, LLC.  Thisentity was engaged by the general master servicer under the Pooling andServicing Agreement and the primary servicer of the One North Wacker MortgageLoan, the Arizona Mills Mortgage Loan and the Park Avenue Plaza Mortgage Loanto remit tax payments received from the escrow accounts of borrowers to localtaxing authorities, to report tax amounts due, to verify tax parcelinformation, and to verify non-escrow tax payments. These servicing functionsare included within the servicing criteria set forth in Items 1122(d)(4)(xi)and 1122(d)(4)(xii) of Regulation AB.  Therefore, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this vendoris a “servicer” for the purposes of Item 1122 of Regulation AB.  *See*Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

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

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

With respect to the *pari passu*loan combination that includes the One SoHo Square Mortgage Loan, (i) thereports on assessment of compliance with servicing criteria and attestationreports on assessment of compliance with servicing criteria of Midland LoanServices, a Division of PNC Bank, National Association, as special servicer ofthe One SoHo Square Mortgage Loan prior to May 15, 2023 and K-Star AssetManagement LLC, as special servicer of the One SoHo Square Mortgage Loan on andafter May 15, 2023 listed on the Exhibit Index are omitted from this Annual Reporton Form 10-K for the reasons set forth in the Explanatory Notes above; and (ii)the servicer compliance statements of KeyBank National Association, as primaryservicer of the One SoHo Square Mortgage Loan, Midland Loan Services, aDivision of PNC Bank, National Association, as special servicer of the One SoHoSquare Mortgage Loan prior to May 15, 2023 and K-Star Asset Management LLC, asspecial servicer of the One SoHo Square Mortgage Loan on and after May 15, 2023listed on the Exhibit Index are omitted from this Annual Report on Form 10-K asthey are not required by Item 1123 of Regulation AB to be included on thisAnnual Report on Form 10-K because they are each an unaffiliated party that isnot a “servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) ofRegulation AB.

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

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

None.

**Item 1C.  Cybersecurity.**

Omitted.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**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 ofFinancial Condition and Results of Operations.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**Item 9B.  Other Information.**

None.

**Item 9C.  Disclosure Regarding Foreign Jurisdictionsthat Prevent Inspections.**

None.

**PART III**

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

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

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

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

 

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

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

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

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

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

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties, and thefollowing, with respect to U.S. Bank Trust Company, National Association, astrustee and as certificate administrator, and U.S. Bank National Association,as custodian, and Wells Fargo Bank, National Association, as certificateadministrator and as custodian. 

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

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

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

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

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

In December 2014, Phoenix Light SF Limited (Phoenix Light)and certain related entities filed a complaint in the United States DistrictCourt for the Southern District of New York alleging claims against Wells FargoBank, N.A., in its capacity as trustee for a number of residentialmortgage-backed securities (RMBS) trusts. Complaints raising similarallegations have been filed by Commerzbank AG in the Southern District of NewYork, IKB International and IKB Deutsche Industriebank (together, IKB) in NewYork state court, and Park Royal I LLC and Park Royal II LLC in New York statecourt. In each case, the plaintiffs allege that Wells Fargo Bank, N.A., 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. In July 2022, the district court dismissed Phoenix Light’s claims andcertain of the claims asserted by Commerzbank AG, and subsequently enteredjudgment in each case in favor of Wells Fargo Bank, N.A. In August 2022,Phoenix Light and Commerzbank AG each appealed the district court’s decision tothe United States Court of Appeals for the Second Circuit. Phoenix Lightdismissed its appeal in May 2023, terminating its case. In November 2023, WellsFargo Bank, N.A. entered into an agreement with IKB to resolve IKB’s claims.Wells Fargo Bank, N.A. previously settled two class actions filed byinstitutional investors and an action filed by the National Credit UnionAdministration with similar allegations.

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

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

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

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

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

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

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

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

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

**PART IV**

**Item 15. Exhibit and Financial Statement Schedules**

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

(1) Not applicable

(2) Not applicable

(3) See below

4.1          Pooling and Servicing Agreement, dated as of November 1,2021, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,Wells Fargo Bank, National Association, as General Master Servicer, CWCapitalAsset Management LLC, as General Special Servicer, National Cooperative Bank,N.A., as NCB Master Servicer and as NCB Special Servicer, Computershare TrustCompany, N.A., as Certificate Administrator, Wilmington Trust, NationalAssociation, as Trustee, and Park Bridge Lender Services LLC, as OperatingAdvisor and as Asset Representations Reviewer (filed as Exhibit 4.1 to theregistrant’s Current Report on Form 8-K filed on November 22, 2021 under CommissionFile No. 333-257991-01 and incorporated by reference herein).

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

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

4.4          Trust and Servicing Agreement, dated as of November 1,2021, betweenMorgan Stanley Capital IInc., as Depositor, Wells Fargo Bank, National Association, as Servicer andSpecial Servicer, Wilmington Trust, National Association, as Trustee, and WellsFargo Bank, National Association, as Certificate Administrator and Custodian(filed as Exhibit 99.7 to the registrant’s Current Report on Form 8-K filed onNovember 22, 2021 under Commission File No. 333-257991-01 and incorporated byreference herein).

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

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

33.1        Wells Fargo Bank, National Association, as GeneralMaster Servicer

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

33.3        CWCapital Asset Management LLC, as General SpecialServicer

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

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

33.6        Computershare Trust Company, National Association,as Certificate Administrator

33.7        Computershare Trust Company, National Association,as Custodian

33.8        Park Bridge Lender Services LLC, as OperatingAdvisor

33.9        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

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

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

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

33.13      Computershare Trust Company, National Association,as Custodian of the 1201 Lake Robbins Mortgage Loan (see Exhibit 33.7)

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

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

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

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

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

33.19      Computershare Trust Company, National Association,as Custodian of the Raymour & Flanigan Campus Mortgage Loan (see Exhibit33.7)

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

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

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

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

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

33.25      Computershare Trust Company, National Association,as Custodian of the ExchangeRight 49 Mortgage Loan (see Exhibit 33.7)

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

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

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

33.29      Midland Loan Services, a Division of PNC Bank, National Association, as SpecialServicer of the One SoHo Square Mortgage Loan prior to May 15, 2023 (Omitted.See Explanatory Notes.)

33.30      K-Star Asset Management LLC, as Special Servicer of the One SoHo SquareMortgage Loan on and after May 15, 2023 (Omitted. See Explanatory Notes.)

33.31      U.S. Bank Trust Company, National Association, asTrustee of the One SoHo Square Mortgage Loan

33.32      U.S. Bank National Association, as Custodian ofthe One SoHo Square Mortgage Loan (see Exhibit 33.31)

33.33      Pentalpha Surveillance LLC, as Operating Advisorof the One SoHo Square Mortgage Loan

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

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

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

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

33.38      Pentalpha Surveillance LLC, as Operating Advisorof the One North Wacker Mortgage Loan (see Exhibit 33.33)

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

33.40      Computershare Trust Company, National Association,as Servicing Function Participant of the One North Wacker Mortgage Loan (seeExhibit 33.7)

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

33.42      Rialto Capital Advisors, LLC, as Special Servicerof the Arizona Mills Mortgage Loan (see Exhibit 33.35)

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

33.44      Wells Fargo Bank, National Association, asCustodian of the Arizona Mills Mortgage Loan (see Exhibit 33.37)

33.45      Pentalpha Surveillance LLC, as Operating Advisorof the Arizona Mills Mortgage Loan (see Exhibit 33.33)

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

33.47      Computershare Trust Company, National Association,as Servicing Function Participant of the Arizona Mills Mortgage Loan (seeExhibit 33.7)

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

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

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

33.51      Computershare Trust Company, National Association,as Custodian of the Park Avenue Plaza Mortgage Loan (see Exhibit 33.7)

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

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

34.1        Wells Fargo Bank, National Association, as GeneralMaster Servicer

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

34.3        CWCapital Asset Management LLC, as General SpecialServicer

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

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

34.6        Computershare Trust Company, National Association, asCertificate Administrator

34.7        Computershare Trust Company, National Association,as Custodian

34.8        Park Bridge Lender Services LLC, as OperatingAdvisor

34.9        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

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

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

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

34.13      Computershare Trust Company, National Association,as Custodian of the 1201 Lake Robbins Mortgage Loan (see Exhibit 34.7)

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

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

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

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

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

34.19      Computershare Trust Company, National Association, asCustodian of the Raymour & Flanigan Campus Mortgage Loan (see Exhibit 34.7)

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

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

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

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

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

34.25      Computershare Trust Company, National Association,as Custodian of the ExchangeRight 49 Mortgage Loan (see Exhibit 34.7)

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

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

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

34.29      Midland Loan Services, a Division of PNC Bank, National Association, as SpecialServicer of the One SoHo Square Mortgage Loan prior to May 15, 2023 (Omitted.See Explanatory Notes.)

34.30      K-Star Asset Management LLC, as Special Servicer of the One SoHo SquareMortgage Loan on and after May 15, 2023 (Omitted. See Explanatory Notes.)

34.31      U.S. Bank Trust Company, National Association, asTrustee of the One SoHo Square Mortgage Loan

34.32      U.S. Bank National Association, as Custodian ofthe One SoHo Square Mortgage Loan (see Exhibit 34.31)

34.33      Pentalpha Surveillance LLC, as Operating Advisorof the One SoHo Square Mortgage Loan

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

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

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

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

34.38      Pentalpha Surveillance LLC, as Operating Advisorof the One North Wacker Mortgage Loan (see Exhibit 34.33)

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

34.40      Computershare Trust Company, National Association,as Servicing Function Participant of the One North Wacker Mortgage Loan (seeExhibit 34.7)

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

34.42      Rialto Capital Advisors, LLC, as Special Servicerof the Arizona Mills Mortgage Loan (see Exhibit 34.35)

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

34.44      Wells Fargo Bank, National Association, asCustodian of the Arizona Mills Mortgage Loan (see Exhibit 34.37)

34.45      Pentalpha Surveillance LLC, as Operating Advisorof the Arizona Mills Mortgage Loan (see Exhibit 34.33)

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

34.47      Computershare Trust Company, National Association,as Servicing Function Participant of the Arizona Mills Mortgage Loan (seeExhibit 34.7)

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

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

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

34.51      Computershare Trust Company, National Association,as Custodian of the Park Avenue Plaza Mortgage Loan (see Exhibit 34.7)

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

35           Servicer compliance statements.

35.1        Wells Fargo Bank, National Association, as GeneralMaster Servicer

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

35.3        CWCapital Asset Management LLC, as General SpecialServicer

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

35.5        Computershare Trust Company, National Association,as Certificate Administrator

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

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

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

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

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

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

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

35.13      Midland Loan Services, a Division of PNC Bank, National Association, as SpecialServicer of the One SoHo Square Mortgage Loan prior to May 15, 2023 (Omitted.See Explanatory Notes.)

35.14      K-Star Asset Management LLC, as Special Servicer of the One SoHo SquareMortgage Loan on and after May 15, 2023 (Omitted. See Explanatory Notes.)

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

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

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

35.18      Rialto Capital Advisors, LLC, as Special Servicerof the Arizona Mills Mortgage Loan (see Exhibit 35.16)

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

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

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

99.2        Agreement Between Note Holders, dated as of November 22,2021, by and between Wells Fargo Bank, National Association, as Initial NoteA-1 Holder, Wells Fargo Bank, National Association, as Initial Note A-2 Holder,Wells Fargo Bank, National Association, as Initial Note A-3 Holder, and WellsFargo Bank, National Association, as Initial Note A-4 Holder (filed as Exhibit 99.9to the registrant’s Current Report on Form 8-K filed on November 22, 2021 underCommission File No. 333-257991-01 and incorporated by reference herein).

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

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

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

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

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

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

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

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

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

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

(c)    Not Applicable.

 

**SIGNATURES**

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

Wells Fargo Commercial MortgageSecurities, Inc.(Depositor)

/s/ AnthonySfarra

AnthonySfarra, President

(senior officer in charge ofsecuritization of the depositor)

Date: March 15, 2024