**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, 2022or**

**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                                                                                                       Acceleratedfiler                                     o

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

                                                                                                                                                       Emerging growthcompany                    o

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

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

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 pursuantto Rule 424(b) or (c) under the Securities Act of 1933. The listed documentsshould be clearly described for identification purposes (e.g., annual report tosecurity holders for fiscal year ended December 24, 1980).

Not applicable.

 

** **

**EXPLANATORY NOTES**

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

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

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

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

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

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

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

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

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

Wilmington Trust, NationalAssociation acts as trustee of  the mortgage loans serviced under thePooling and Servicing Agreement, the One North Wacker Mortgage Loan, theArizona Mills Mortgage Loan and the Park Avenue Plaza Mortgage Loan. Pursuant to the Pooling and Servicing Agreement, the pooling and servicingagreement for the BANK 2021-BNK36 Transaction and the trust and servicingagreement for the MSC 2021-PLZA Transaction, the trustee is required to providean assessment of compliance with applicable servicing criteria solely withrespect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances of fundsor guarantees regarding collections, cash flows or distributions, and anyinterest or other fees charged for such advances, are made, reviewed andapproved as specified in the transaction agreements). However, during thereporting period, the trustee did not perform any servicing function withrespect to the servicing criteria specified in Item 1122(d)(2)(iii) ofRegulation AB.  The master servicer or the special servicer, to the extentrequired, performed the servicing function identified with respect to Item1122(d)(2)(iii) of Regulation AB, and each such party included Item1122(d)(2)(iii) of Regulation AB in the assessment of compliance withapplicable servicing criteria and accountant’s attestation report for the subjecttransaction.  As a result, this Annual Report on Form 10-K does notinclude an assessment of compliance with applicable servicing criteria of thetrustee. One or more other servicers of  the mortgage loans serviced underthe Pooling and Servicing Agreement, the One North Wacker Mortgage Loan, theArizona Mills Mortgage Loan and the Park Avenue Plaza Mortgage Loan havedelivered one or more assessments of compliance with respect to Item1122(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 Annual Report on Form 10-Kincludes an assessment of compliance with applicable servicing criteria,accountants’ attestation report and servicer compliance statement fromComputershare Trust Company, National Association (“CTCNA”).  CTCNAwas engaged by Wells Fargo Bank, National Association (“Wells Fargo”),in its capacity as certificate administrator and custodian, to perform certainspecified servicing functions identified in the assessment of compliance withapplicable servicing criteria and accountants’ attestation reports.  WellsFargo engaged CTCNA in connection with the sale of Wells Fargo’s corporatetrust services business to CTCNA and its affiliates.  Further, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this partyis a “servicer” for the purposes of Item 1123 of Regulation AB.  SeeCompliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements of the certificateadministrator of the One North Wacker Mortgage Loan, the Arizona Mills MortgageLoan, the Park Avenue Plaza Mortgage Loan and the One SoHo Square Mortgage Loanare omitted from this Annual Report on Form 10-K as the certificateadministrator pursuant to the related pooling and servicing agreement or trustand servicing agreement does not perform any activities that address servicingcriteria with respect to the issuing entity and because they are each not a“servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) ofRegulation AB.

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

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

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

None.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6. **

[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 With Accountantson 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 Related Transactions,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 credit enhancementor other support for the certificates within this transaction as describedunder 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 CWCapital Asset Management LLC, as special servicer,U.S. Bank National Association, as certificate administrator, as trustee and ascustodian, and Wells Fargo Bank, National Association, as certificateadministrator and as custodian.

From time to time, CWCapital Asset Management LLC, a Delawarelimited liability company (“CWCAM”), is a party to lawsuits and other legalproceedings as part of its duties as a special servicer (e.g., enforcement ofloan obligations) and/or arising in the ordinary course of business. Other thanas set forth in the following paragraphs, there are currently no legalproceedings pending, and no legal proceedings known to be contemplated bygovernmental authorities, against CWCAM or of which any of its property is thesubject, that are material to the certificateholders. 

On December 17, 2015, U.S. Bank National Association, thetrustee under five pooling and servicing agreements for (i) Wachovia BankCommercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2,(iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC CommercialMortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenceda proceeding with the Second Judicial District Court of Ramsey County,Minnesota (the “State Court”) for a declaratory judgment as to the properallocation of certain proceeds (“Disputed Proceeds”) received by CWCAM inconnection with the sale of the Peter Cooper Village and Stuyvesant Townproperty in New York, New York securing loans held by those trusts.  CWCAMwas the special servicer of such property.  The petition requests theState Court to instruct the trustee, the trust beneficiaries, and any otherinterested parties as to the amount of the Disputed Proceeds, if any, thatconstitute penalty interest and/or the amount of the Disputed Proceeds, if any,that constitute gain-on-sale proceeds, with respect to each trust.  OnFebruary 24, 2016, CWCAM made a limited appearance with the State Court to filea motion to dismiss this proceeding based on lack of jurisdiction, mootness,standing and forum non conveniens.  On July 19, 2016, the State Courtdenied CWCAM’s motion to dismiss.  On July 22, 2016, the action wasremoved to federal court in Minnesota (“Federal Court”).  On 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, theFederal Court reserved the determination on the motion to hear CWCAM’s requestfor reconsideration 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 theSDNY Court was unable to decide the case based on the pleadings and the SDNYCourt ordered discovery.  All fact discovery was completed in December,2018 and expert discovery was completed on March 15, 2019.  The partiessubmitted cross motions for summary judgment, and on March 19, 2020, the SDNYCourt entered an opinion and order in which it granted summary judgment inCWCAM’s favor and held that CWCAM was entitled to the entire amount of penaltyinterest and that CWCAM’s determination of Yield Maintenance was correct. In the 127-page opinion, the SDNY Court found for CWCAM on every issuepresented by the trustee’s petition, namely, that the funds in disputeconstitute penalty interest and yield maintenance, not gain-on-sale proceeds,and that the amount of penalty interest and yield maintenance was correctlycalculated. An appeal of the SDNY Court’s decision was taken on April 29,2020.  Oral argument on the appeal occurred on June 21, 2021.  OnJuly 14, 2022, the Second Circuit entered a decision affirming in part andreversing in part the SDNY Court’s decision and remanding to the SDNY Court forfurther proceedings.  The Second Circuit affirmed the SDNY’s Court holdingthat Penalty Interest and Yield Maintenance are paid before Gain-On-Sale Proceeds. The Second Circuit reversed and remanded for further proceedings that portionof the SDNY Court’s decision related to approximately $67.2 million in intereston advances.   On January 13, 2023, the parties entered into asettlement agreement, in which (among other things) they agreed to stipulatethat the amount of interest on advances that accrued on or before June 3, 2014is $27.5 million, and that CWCAM would pay that amount into escrow fordistribution to certificateholders upon the entry of an order by the Courtapproving 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 isscheduled for March 16, 2023.

On December 1, 2017, a complaint against CWCAM and others wasfiled in the United States District Court for the Southern District of New Yorkstyled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., No.17-cv-9463 (the “Original Complaint”). The gravamen of the Original Complaint alleged breaches of a contract and fiduciary duties by CWCAM’saffiliate, CWCapital Investments LLC in its capacity as collateral manager forthe collateralized debt obligation transaction involving CWCapital Cobalt Vr,Ltd. In total, there are 14 counts pled in the Original Complaint. Of those 14,5 claims were asserted against CWCAM for aiding and abetting breach offiduciary duty, conversion and unjust enrichment. On May 23, 2018, the OriginalComplaint was dismissed for lack of subject matter jurisdiction.   OnJune 28, 2018, CWCapital Cobalt Vr Ltd. filed a substantially similar complaintin the Supreme Court of the State of New York, County of New York styled asCWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., Index No.653277/2018 (the “New Complaint”).  The gravamen of the New Complaint isthe same as the previous complaint filed in the United State District Court forthe Southern District of New York.  In total there are 16 counts pled inthe New Complaint. Of those 16 counts, 5 claims were asserted against CWCAM foraiding and abetting breach of fiduciary duty, conversion and unjust enrichment,1 count seeks a declaratory judgement that the plaintiff has the right toenforce the contracts in question and 1 count seeks an injunction requiring thedefendants to recognize the plaintiff as the directing holder for the trusts inquestion. On January 11, 2019, the plaintiff dismissed with prejudice thedeclaratory judgment and injunction counts.  The New Complaint and relatedsummons was not served on the defendants until July 13, 2018 and July 16,2018.  The plaintiff’s motion for a preliminary injunction was denied bythe court on July 31, 2018.  On August 3, 2018, the defendants, includingCWCAM, filed a motion to dismiss the New Complaint in its entirety. On August20, 2019, the court entered an order granting defendants’ motion almost in itsentirety, dismissing 11 of the 16 counts and partially dismissing 2 additionalcounts.  Of the remaining counts, 2 are asserted against CWCAM for aidingand abetting breach of fiduciary duty and unjust enrichment.  On September19, 2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relating to theAugust 20, 2019 dismissal order and on September 26, 2019, filed an amendedcomplaint against CWCI and CWCAM attempting to address deficiencies relating tocertain of the claims dismissed by the August 20, 2019 order.  CWCI andCWCAM filed its Motion to Dismiss the amended complaint on October 28, 2019. The court heard argument on the Motion to Dismiss the amended complaint onJanuary 22, 2020 and on October 23, 2020, the court granted the motiondismissing the amended claims.  On November 30, 2020, CWCapital Cobalt VrLtd filed a notice of appeal relating to the October 23, 2020 dismissalorder.  On April 27, 2021, the First Department affirmed the dismissal asto claims against CWCAM that were part of the August 20, 2019 dismissal, butreversed the dismissal of two counts for breach of the Collateral ManagementAgreement against CWCI.  CWCI sought leave to file an appeal of thedecision. The plaintiff also sought leave to appeal the dismissal of the claimsagainst CWCAM.  Both requests for leave were denied by the FirstDepartment.  On May 15, 2020, CWCI and CWCAM filed a motion to renew itsmotion to dismiss as to 4 of the remaining counts (including the remaining twocounts against CWCAM for aiding and abetting breach of fiduciary duty andunjust enrichment), based on a decision entered by Judge Failla in a trustinstruction proceeding  in the US District Court for the Southern Districtof New York awarding summary judgment in favor of CWCAM.  On September 7,2021, the court denied the motion to renew.  CWCI and CWCAM filed a noticeof appeal, which they perfected by the filing of their opening brief on July 1,2022.  On November 15, 2022, the First Department affirmed the court’sdenial of the motion to renew.  On October 1, 2021, CWCI and CWCAM movedto reargue the denial of the motion to renew (or alternatively, the motion todismiss) with respect to certain of Cobalt’s claims, including the remaining 2claims against CWCAM, based on the First Department’s April 27, 2021decision.  On March 24, 2022, the court denied the relief sought in themotion to reargue.  CWCI and CWCAM have appealed the court’s decision onthe motion to reargue and filed their opening brief on July 11, 2022.  Theappeal was dismissed as being non-appealable on August 30, 2022.  CWCAMbelieves that it has performed its obligations under the related pooling andservicing agreements in good faith and the remaining allegations in the NewComplaint are without merit.

In the last several years, U.S. BankNational Association (“U.S. Bank”) and other large financial institutions havebeen sued in their capacity as trustee or successor trustee for certainresidential mortgage backed securities ("RMBS") trusts.  Thecomplaints, primarily filed by investors or investor groups against U.S. Bankand similar institutions, allege the trustees caused losses to investors as aresult of alleged failures by the sponsors, mortgage loan sellers and servicersto comply with the governing agreements for these RMBS trusts.  Plaintiffsgenerally assert causes of action based upon the trustees’ purported failuresto enforce repurchase obligations of mortgage loan sellers for alleged breachesof representations and warranties, notify securityholders of purported eventsof default allegedly caused by breaches of servicing standards by mortgage loanservicers and abide by a heightened standard of care following alleged eventsof 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 believes that it has performed its obligations asindenture trustee and special servicer in good faith and in compliance in allmaterial respects with the terms of the agreements governing the DSTs (the“Governing Agreements”), and accordingly that the claims against it in theNCMSLT Action are without merit.  

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 (the “ConsolidatedAction”).  U.S. Bank and other parties to the Consolidated Action havebriefed and argued motions for judgment on the pleadings pursuant to ChanceryCourt Rule 12(c) regarding disputed issues of contractual interpretation atissue in one or more of the cases comprising the Consolidated Action, includingthe NCMSLT Action.  The Court has not yet ruled on these motions or onU.S. Bank’s dismissal motion in the NCMSLT Action.

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 and by IKB International and IKB Deutsche Industriebank 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 appealed the district court’s decision to theUnited States Court of Appeals for the Second Circuit. The Company 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.

**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 such assessmentsof compliance with respect to the One SoHo Square Mortgage Loan, which is beingserviced and administered pursuant to the trust and servicing agreement for theSOHO 2021-SOHO Transaction, are attached hereto under Item 15 to this AnnualReport on Form 10-K. Attached as Exhibit L to the trust and servicing agreementfor the SOHO 2021-SOHO Transaction incorporated by reference as Exhibit 4.2 tothis Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the SOHO 2021-SOHO Transactionresponsible for each applicable 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 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).

The report on assessmentof compliance for the twelve months ended December 31, 2022, furnished pursuantto Item 1122 of Regulation AB by KeyBank National Association (“KeyBank”), asservicer, discloses that the following material instance of noncomplianceoccurred with respect to its platform:

The examination performed by Ernst & Young LLP identifiedan instance of material noncompliance with the servicing criteria set forth inItem 1122(d)(4)(ix) of Regulation AB applicable to KeyBank during the yearended December 31, 2022. 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 therelated note, if the holder fails to offer a loan rate within 45-60 days of anychange date a margin of 2.25% is to be used. Given the notification was notmade to the borrowers, a 3% margin was incorrectly applied. The noncompliancein Item 1122 (d)(4)(ix) is related to a servicing portfolio which is whollyowned by the investor and is not held in a publicly traded security.

The following remediation procedures have been initiated byKeyBank: (i) the impacted mortgage loans are currently in the process of beingidentified, (ii) investor contact has been initiated, (iii) corrective actionsare being considered and will be tracked and monitored by senior management,(iv) procedures will be reviewed and revised, if necessary, to include newtracking and action steps to prevent this situation from recurring in thefuture, and (v) training will be provided to the relevant staff members to preventa recurrence.

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

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

The servicer compliance statement for the twelve months endedDecember 31, 2022, furnished pursuant to Item 1123 of Regulation AB byComputershare Trust Company, N.A., as certificate administrator, discloses thatthe following material instance of noncompliance occurred:

The April 18, 2022 distribution (the “April Distribution”), dueto holders of certificates of the BANK 2021-BNK37 Commercial MortgagePass-Through Certificates Series 2021-BNK37, was made one business day late onApril 19, 2022 by Computershare Trust Company, N.A. The inadvertent delay inthe required distribution, consisting of approximately $3.80 million, wascaused by an administrative error relating to the calculation of the paymentdate in an internal system due to Good Friday.  The error resulted in adelay in the release of the payment information to the payment processingsystem, which in turn caused the late distribution.  The impact of thiserror was limited to the April Distribution.  In an effort to preventfurther similar errors from occurring, Computershare Trust Company, N.A. hasupdated the payment date calculation process in its systems.

**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., asDepositor, Wells Fargo Bank, National Association, as General Master Servicer,Rialto Capital Advisors, LLC, as General Special Servicer, National CooperativeBank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells FargoBank, National Association, as Certificate Administrator, Wilmington Trust,National Association, as Trustee, and Pentalpha Surveillance LLC, as OperatingAdvisor and as Asset Representations Reviewer (filed as Exhibit 99.5 to theregistrant’s Current Report on Form 8-K filed on November 22, 2021 underCommission File No. 333-257991-01 and incorporated by reference herein).

4.4          Trust and Servicing Agreement, dated as of November 1,2021, 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, asCertificate 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 Special Servicer of the One SoHo Square Mortgage Loan

33.30      U.S. Bank National Association, as Trustee of theOne SoHo Square Mortgage Loan prior to September 5, 2022

33.31      U.S. Bank Trust Company, National Association, asTrustee of the One SoHo Square Mortgage Loan on and after September 5, 2022(see Exhibit 33.30)

33.32      U.S. Bank National Association, as Custodian ofthe One SoHo Square Mortgage Loan (see Exhibit 33.30)

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      Wells Fargo Bank, National Association, asCustodian of the Park Avenue Plaza Mortgage Loan (see Exhibit 33.37)

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

33.53      Computershare Trust Company, National Association,as Servicing Function Participant of the Park Avenue Plaza Mortgage Loan (seeExhibit 33.7)

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

34.1        Wells Fargo Bank, National Association, as GeneralMaster Servicer

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

34.3        CWCapital Asset Management LLC, as General SpecialServicer

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

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

34.6        Computershare Trust Company, National Association,as Certificate 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,as Custodian of the Raymour & Flanigan Campus Mortgage Loan (see Exhibit34.7)

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 Special Servicer of the One SoHo Square Mortgage Loan

34.30      U.S. Bank National Association, as Trustee of theOne SoHo Square Mortgage Loan prior to September 5, 2022

34.31      U.S. Bank Trust Company, National Association, asTrustee of the One SoHo Square Mortgage Loan on and after September 5, 2022(see Exhibit 34.30)

34.32      U.S. Bank National Association, as Custodian ofthe One SoHo Square Mortgage Loan (see Exhibit 34.30)

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      Wells Fargo Bank, National Association, asCustodian of the Park Avenue Plaza Mortgage Loan (see Exhibit 34.37)

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

34.53      Computershare Trust Company, National Association,as Servicing Function Participant of the Park Avenue Plaza Mortgage Loan (seeExhibit 34.7)

35           Servicer compliance statements.

35.1        Wells Fargo Bank, National Association, as GeneralMaster Servicer

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

35.3        CWCapital Asset Management LLC, as General SpecialServicer

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

35.5        Computershare Trust Company, 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 (Omitted. See Explanatory Notes.)

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

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

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

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

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

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

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

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

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

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

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

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 and incorporatedby 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, 2023