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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/13/24 3650R 2021-PF1 Com’l Mtge Trust 10-K 12/31/23 29:15M Computershare… NA/CCT/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 174K
3: EX-33.1 Report of Compliance with Servicing Criteria HTML 66K
4: EX-33.2 Report of Compliance with Servicing Criteria HTML 86K
5: EX-33.3 Report of Compliance with Servicing Criteria HTML 366K
6: EX-33.4 Report of Compliance with Servicing Criteria HTML 780K
10: EX-33.48 Report of Compliance with Servicing Criteria HTML 709K
7: EX-33.5 Report of Compliance with Servicing Criteria HTML 1.16M
11: EX-33.50 Report of Compliance with Servicing Criteria HTML 2.79M
8: EX-33.6 Report of Compliance with Servicing Criteria HTML 412K
12: EX-33.63 Report of Compliance with Servicing Criteria HTML 930K
13: EX-33.69 Report of Compliance with Servicing Criteria HTML 190K
9: EX-33.7 Report of Compliance with Servicing Criteria HTML 1.03M
14: EX-34.1 Attestation Report on Assessment of Compliance HTML 17K
with Servicing Criteria
15: EX-34.2 Attestation Report on Assessment of Compliance HTML 20K
with Servicing Criteria
16: EX-34.3 Attestation Report on Assessment of Compliance HTML 19K
with Servicing Criteria
17: EX-34.4 Attestation Report on Assessment of Compliance HTML 18K
with Servicing Criteria
21: EX-34.48 Attestation Report on Assessment of Compliance HTML 17K
with Servicing Criteria
18: EX-34.5 Attestation Report on Assessment of Compliance HTML 958K
with Servicing Criteria
22: EX-34.50 Attestation Report on Assessment of Compliance HTML 18K
with Servicing Criteria
19: EX-34.6 Attestation Report on Assessment of Compliance HTML 19K
with Servicing Criteria
23: EX-34.63 Attestation Report on Assessment of Compliance HTML 18K
with Servicing Criteria
24: EX-34.69 Attestation Report on Assessment of Compliance HTML 16K
with Servicing Criteria
20: EX-34.7 Attestation Report on Assessment of Compliance HTML 19K
with Servicing Criteria
25: EX-35.1 Servicer Compliance Statement HTML 18K
29: EX-35.19 Servicer Compliance Statement HTML 951K
26: EX-35.2 Servicer Compliance Statement HTML 48K
27: EX-35.3 Servicer Compliance Statement HTML 2.16M
28: EX-35.4 Servicer Compliance Statement HTML 2.96M
2: EX-31 Certification -- §302 - SOA'02 HTML 19K
| tsf21pf1_10k-2023.htm - Generated by SEC Publisher for SEC Filing |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
or
o TRANSITION REPORT 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: 333-255181-01
Central Index Key Number of the issuing entity: 0001890702
3650R 2021-PF1 Commercial Mortgage Trust
(exact name of the issuing entity as specified in its charter)
Central Index Key Number of the depositor: 0001856217
3650 REIT Commercial Mortgage Securities II LLC
(exact name of the depositor as specified in its charter)
Central Index Key Number of the sponsor: 0001840727
3650 Real Estate Investment Trust 2 LLC
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001541294
German American Capital Corporation
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001701238
Citi Real Estate Funding Inc.
(exact name of the sponsor as specified in its charter)
|
New York the issuing entity) |
38-4197384 38-4197385 38-7274833 (I.R.S. Employer Identification Numbers) |
c/o Computershare Trust Company, National Association, as agent for
Wells Fargo Bank, National Association
as Certificate Administrator
9062 Old Annapolis Road
Columbia, MD
(Address of principal executive offices of the issuing entity)
21045
(Zip Code)
Registrant’s telephone number, including area code:
(310) 862-9994
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 the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes ⌧ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes ⌧ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ⌧ Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Not applicable.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o
Non-accelerated filer ⌧ Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes ⌧ No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Not applicable.
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. o Yes o No
Not applicable.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
Not applicable.
EXPLANATORY NOTES
The Plaza La Cienega Mortgage Loan, the Huntsville Office Portfolio Mortgage Loan, the Patewood Corporate Center Mortgage Loan, the Icon One Daytona Mortgage Loan, the PetSmart HQ Mortgage Loan and the Centene Mortgage Loan, which constituted approximately 5.4%, 5.4%, 3.3%, 2.7%, 2.5% and 1.7%, respectively, of the asset pool of the issuing entity as of its cut-off date, are each an asset of the issuing entity and are each part of a loan combination that includes (a) with respect to the Plaza La Cienega Mortgage Loan, two other pari passu loans, which are not assets of the issuing entity, (b) with respect to the Huntsville Office Portfolio Mortgage Loan, two other pari passu loans, which are not assets of the issuing entity, (c) with respect to the Patewood Corporate Center Mortgage Loan, one other pari passu loan, which is not an asset of the issuing entity, (d) with respect to the Icon One Daytona Mortgage Loan, one other pari passu loan, which is not an asset of the issuing entity, (e) with respect to the PetSmart HQ Mortgage Loan, two other pari passu loans, which are not assets of the issuing entity and (f) with respect to the Centene Mortgage Loan, two other pari passu loans, which are not assets of the issuing entity. These loan combinations, including the Plaza La Cienega Mortgage Loan, the Huntsville Office Portfolio Mortgage Loan, the Patewood Corporate Center Mortgage Loan, the Icon One Daytona Mortgage Loan, the PetSmart HQ Mortgage Loan and the Centene Mortgage Loan, are being serviced and administered pursuant to the Pooling and Servicing Agreement, which is incorporated by reference as Exhibit 4.1 to this Annual Report on Form 10-K.
The Exhibit Index describes exhibits provided by certain parties (in their capacities indicated on the Exhibit Index) with respect to The Westchester Mortgage Loan, which constituted approximately 4.9% of the asset pool of the issuing entity as of its cut-off date. The Westchester Mortgage Loan is an asset of the issuing entity and is part of a loan combination that includes The Westchester Mortgage Loan, four other pari passu loans and one subordinate companion loan, which are not assets of the issuing entity. A pari passu portion of the loan combination was securitized in the CSMC 2020-WEST transaction (the “CSMC 2020-WEST Transaction”). This loan combination, including The Westchester Mortgage Loan, is being serviced and administered pursuant to the trust and servicing agreement for the CSMC 2020-WEST Transaction, which is incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K.
The Exhibit Index describes exhibits provided by certain parties (in their capacities indicated on the Exhibit Index) with respect to the One SoHo Square Mortgage Loan, which constituted approximately 2.7% of the asset pool of the issuing entity as of its cut-off date. The One SoHo Square Mortgage Loan is an asset of the issuing entity and is part of a loan combination that includes the One SoHo Square Mortgage Loan, eighteen other pari passu loans and three subordinate companion loans, which are not assets of the issuing entity. A pari passu portion of the loan combination was securitized in the SOHO Trust 2021-SOHO transaction (the “SOHO 2021-SOHO Transaction”). This loan combination, including the One SoHo Square Mortgage Loan, is being serviced and administered pursuant to the trust and servicing agreement for the SOHO 2021-SOHO Transaction, which is incorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K.
The Exhibit Index describes exhibits provided by certain parties (in their capacities indicated on the Exhibit Index) with respect to the 2 Washington Mortgage Loan, which constituted approximately 2.9% of the asset pool of the issuing entity as of its cut-off date. The 2 Washington Mortgage Loan is an asset of the issuing entity and is part of a loan combination that includes the 2 Washington Mortgage Loan and three other pari passu loans, which are not assets of the issuing entity. A pari passu portion of the loan combination was securitized in the Benchmark 2021-B29 Mortgage Trust transaction, Commission File Number 333-226082-11 (the “Benchmark 2021-B29 Transaction”). This loan combination, including the 2 Washington Mortgage Loan, is being serviced and administered pursuant to the pooling and servicing agreement for the Benchmark 2021-B29 Transaction, which is incorporated by reference as Exhibit 4.4 to this Annual Report on Form 10-K.
The Exhibit Index describes exhibits provided by certain parties (in their capacities indicated on the Exhibit Index) with respect to the CX - 350 & 450 Water Street Mortgage Loan, which constituted approximately 8.5% of the asset pool of the issuing entity as of its cut-off date. The CX - 350 & 450 Water Street Mortgage Loan is an asset of the issuing entity and is part of a loan combination that includes the CX - 350 & 450 Water Street Mortgage Loan, seventeen other pari passu loans and four subordinate companion loans, which are not assets of the issuing entity. A pari passu portion of the loan combination was securitized in the CAMB 2021-CX2 Mortgage Trust transaction (the “CAMB 2021-CX2 Transaction”). This loan combination, including the CX - 350 & 450 Water Street Mortgage Loan, is being serviced and administered pursuant to the trust and servicing agreement for the CAMB 2021-CX2 Transaction, which is incorporated by reference as Exhibit 4.5 to this Annual Report on Form 10-K.
The Exhibit Index describes exhibits provided by certain parties (in their capacities indicated on the Exhibit Index) with respect to the 520 Almanor Mortgage Loan, which constituted approximately 5.4% of the asset pool of the issuing entity as of its cut-off date. The 520 Almanor Mortgage Loan is an asset of the issuing entity and is part of a loan combination that includes the 520 Almanor Mortgage Loan and one other pari passu loan, which is not an asset of the issuing entity. The other pari passu portion of the loan combination was securitized in the Benchmark 2021-B30 Mortgage Trust transaction, Commission File Number 333-226943-11 (the “Benchmark 2021-B30 Transaction”). This loan combination, including the 520 Almanor Mortgage Loan, is being serviced and administered pursuant to the pooling and servicing agreement for the Benchmark 2021-B30 Transaction, which is incorporated by reference as Exhibit 4.6 to this Annual Report on Form 10-K.
The master servicer of a pooling and servicing agreement or trust and servicing agreement also functions as the primary servicer of the related mortgage loans serviced and administered pursuant to such agreement unless a separate primary servicer is identified herein. If this report does not identify a separate primary servicer, the servicer compliance statement provided by the master servicer under any such agreement also encompasses its responsibilities as primary servicer of the related mortgage loan or mortgage loans.
Midland Loan Services, a Division of PNC Bank, National Association is the master servicer of the mortgage loans serviced under the Pooling and Servicing Agreement, the primary servicer and special servicer of The Westchester Mortgage Loan, the primary servicer of the 520 Almanor Mortgage Loan and the 2 Washington Mortgage Loan and the special servicer of the One SoHo Square Mortgage Loan prior to May 15, 2023. As a result, Midland Loan Services, a Division of PNC Bank, National Association is a “servicer” as defined in Item 1108(a)(2)(iii) of Regulation AB, in the capacities described above, because it is servicing mortgage loans that constituted 10% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria, accountants’ attestation reports and servicer compliance statements delivered by Midland Loan Services, a Division of PNC Bank, National Association in the capacities described above are listed in the Exhibit Index.
Wells Fargo Bank, National Association is the custodian of the mortgage loans serviced under the Pooling and Servicing Agreement, the CX - 350 & 450 Water Street Mortgage Loan, the 520 Almanor Mortgage Loan, The Westchester Mortgage Loan and the 2 Washington Mortgage Loan. As a result, Wells Fargo Bank, National Association is a servicing function participant in the capacities described above, because it is servicing mortgage loans that constituted 5% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria and accountants’ attestation reports delivered by Wells Fargo Bank, National Association in the capacities described above are listed in the Exhibit Index.
Park Bridge Lender Services LLC is the operating advisor of the mortgage loans serviced under the Pooling and Servicing Agreement, the CX - 350 & 450 Water Street Mortgage Loan, the 520 Almanor Mortgage Loan and the 2 Washington Mortgage Loan. As a result, Park Bridge Lender Services LLC is a servicing function participant in the capacities described above, because it is servicing mortgage loans that constituted 5% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria and accountants’ attestation reports delivered by Park Bridge Lender Services LLC in the capacities described above are listed in the Exhibit Index.
Pentalpha Surveillance LLC is the operating advisor of The Westchester Mortgage Loan and the One SoHo Square Mortgage Loan. As a result, Pentalpha Surveillance LLC is a servicing function participant in the capacities described above, because it is servicing mortgage loans that constituted 5% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria and accountants’ attestation reports delivered by Pentalpha Surveillance LLC in the capacities described above are listed in the Exhibit Index.
KeyBank National Association is the primary servicer of the CX - 350 & 450 Water Street Mortgage Loan and the One SoHo Square Mortgage Loan. As a result, KeyBank National Association is a “servicer” as defined in Item 1108(a)(2)(iii) of Regulation AB, in the capacities described above, because it is servicing mortgage loans that constituted 10% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria, accountants’ attestation reports and servicer compliance statements delivered by KeyBank National Association in the capacities described above are listed in the Exhibit Index.
Wells Fargo Bank, National Association acts as trustee of the Plaza La Cienega Mortgage Loan, the Huntsville Office Portfolio Mortgage Loan, the Patewood Corporate Center Mortgage Loan, the Icon One Daytona Mortgage Loan, the PetSmart HQ Mortgage Loan, the Centene Mortgage Loan, The Westchester Mortgage Loan, the 2 Washington Mortgage Loan and the 520 Almanor Mortgage Loan. Pursuant to the Pooling and Servicing Agreement, the trust and servicing agreement for the CSMC 2020-WEST Transaction, the pooling and servicing agreement for the Benchmark 2021-B29 Transaction and the pooling and servicing agreement for the Benchmark 2021-B30 Transaction, the trustee is required to provide an assessment of compliance with applicable servicing criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements). However, during the reporting period, the trustee did not perform any servicing function with respect to the servicing criteria specified in Item 1122(d)(2)(iii) of Regulation AB. The master servicer or the special servicer, to the extent required, performed the servicing function identified with respect to Item 1122(d)(2)(iii) of Regulation AB, and each such party included Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliance with applicable servicing criteria and accountant’s attestation report for the subject transaction. As a result, this Annual Report on Form 10-K does not include an assessment of compliance with applicable servicing criteria of the trustee. One or more other servicers of the Plaza La Cienega Mortgage Loan, the Huntsville Office Portfolio Mortgage Loan, the Patewood Corporate Center Mortgage Loan, the Icon One Daytona Mortgage Loan, the PetSmart HQ Mortgage Loan, the Centene Mortgage Loan, The Westchester Mortgage Loan, the 2 Washington Mortgage Loan and the 520 Almanor Mortgage Loan have delivered one or more assessments of compliance with respect to Item 1122(d)(2)(iii) of Regulation AB.
U.S. Bank Trust Company, National Association acts as trustee of the One SoHo Square Mortgage Loan. Pursuant to the trust and servicing agreement for the SOHO 2021-SOHO Transaction, the trustee is required to provide an assessment of compliance with applicable servicing criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements). However, during the reporting period, the trustee did not perform any servicing function with respect to the servicing criteria specified in Item 1122(d)(2)(iii) of Regulation AB. The master servicer or the special servicer, to the extent required, performed the servicing function identified with respect to Item 1122(d)(2)(iii) of Regulation AB, and each such party included Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliance with applicable servicing criteria and accountant’s attestation report for the subject transaction. As a result, this Annual Report on Form 10-K does not include an assessment of compliance with applicable servicing criteria of the trustee. One or more other servicers of the One SoHo Square Mortgage Loan have delivered one or more assessments of compliance with respect to Item 1122(d)(2)(iii) of Regulation AB.
Wilmington Trust, National Association acts as trustee of the CX - 350 & 450 Water Street Mortgage Loan. Pursuant to the trust and servicing agreement for the CAMB 2021-CX2 Transaction, the trustee is required to provide an assessment of compliance with applicable servicing criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements). However, during the reporting period, the trustee did not perform any servicing function with respect to the servicing criteria specified in Item 1122(d)(2)(iii) of Regulation AB. The master servicer or the special servicer, to the extent required, performed the servicing function identified with respect to Item 1122(d)(2)(iii) of Regulation AB, and each such party included Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliance with applicable servicing criteria and accountant’s attestation report for the subject transaction. As a result, this Annual Report on Form 10-K does not include an assessment of compliance with applicable servicing criteria of the trustee. One or more other servicers of the CX - 350 & 450 Water Street Mortgage Loan have delivered one or more assessments of compliance with respect to Item 1122(d)(2)(iii) of Regulation AB.
This Annual Report on Form 10-K includes an assessment of compliance with applicable servicing criteria, accountants’ attestation report and servicer compliance statement 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 certain specified servicing functions identified in the assessment of compliance with applicable servicing criteria and accountants’ attestation reports. Wells Fargo engaged CTCNA in connection with the sale of Wells Fargo’s corporate trust services business to CTCNA and its affiliates. Further, under the principles-based definition of “servicer” set forth in Item 1101(j) of Regulation AB that looks to the functions that an entity performs, this party is 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 with applicable servicing criteria, accountants’ attestation reports and servicer compliance statements of the certificate administrator of The Westchester Mortgage Loan, the 2 Washington Mortgage Loan, the CX - 350 & 450 Water Street Mortgage Loan, the 520 Almanor Mortgage Loan and the One SoHo Square Mortgage Loan are omitted from this Annual Report on Form 10-K as the certificate administrator pursuant to the related pooling and servicing agreement or trust and servicing agreement does not perform any activities that address servicing criteria 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) of Regulation AB.
With respect to the pari passu loan combinations that include the One SoHo Square Mortgage Loan, the 2 Washington Mortgage Loan, the CX - 350 & 450 Water Street Mortgage Loan and the 520 Almanor Mortgage Loan, (i) the reports on assessment of compliance with servicing criteria and attestation reports on assessment of compliance with servicing criteria of K-Star Asset Management LLC as special servicer of the One SoHo Square Mortgage Loan on and after May 15, 2023, U.S. Bank National Association as custodian of the One SoHo Square Mortgage Loan and LNR Partners, LLC as special servicer of the 2 Washington Mortgage Loan, listed on the Exhibit Index are omitted from this Annual Report on Form 10-K as they are not required to be included on this Annual Report on Form 10-K per Instruction 3 to Item 1122 of Regulation AB because they are parties performing activities that address servicing criteria relating to 5% or less of the assets of the issuing entity; and (ii) the servicer compliance statements of K-Star Asset Management LLC as special servicer of the One SoHo Square Mortgage Loan on and after May 15, 2023, LNR Partners, LLC as special servicer of the 2 Washington Mortgage Loan, Situs Holdings, LLC as special servicer of the CX - 350 & 450 Water Street Mortgage Loan and CWCapital Asset Management LLC as special servicer of the 520 Almanor Mortgage Loan, listed on the Exhibit Index are omitted from this Annual Report on Form 10-K as they are not required by Item 1123 of Regulation AB to be included on this Annual Report on Form 10-K because they are each an unaffiliated party that 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 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 of Financial Condition and Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Omitted.
Item 9A. Controls and Procedures.
Omitted.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Omitted.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Omitted.
Item 14. Principal Accountant Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
No single obligor represents 10% or more of the pool assets held by the issuing entity.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information.
No entity or group of affiliated entities provides any external credit enhancement or other support for the certificates within this transaction as described under Item 1114(a) of Regulation AB.
Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).
No entity or group of affiliated entities provides any derivative instruments or other support for the certificates within this transaction as described under Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no material pending legal proceeding involving the trust or any party related to the trust, other than routine litigation incidental to the duties of those respective parties, and the following, with respect to Wells Fargo Bank, National Association, as trustee, as certificate administrator and as custodian, and U.S. Bank Trust Company, National Association, as trustee and as certificate administrator, and U.S. Bank National Association, as custodian.
In December 2014, Phoenix Light SF Limited (Phoenix Light) and certain related entities filed a complaint in the United States District Court for the Southern District of New York alleging claims against Wells Fargo Bank, N.A., in its capacity as trustee for a number of residential mortgage-backed securities (RMBS) trusts. Complaints raising similar allegations have been filed by Commerzbank AG in the Southern District of New York, IKB International and IKB Deutsche Industriebank (together, IKB) in New York state court, and Park Royal I LLC and Park Royal II LLC in New York state court. In each case, the plaintiffs allege that Wells Fargo Bank, N.A., as trustee, caused losses to investors, and plaintiffs assert causes of action based upon, among other things, the trustee’s alleged failure to notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, notify investors of alleged events of default, and abide by appropriate standards of care following alleged events of default. In July 2022, the district court dismissed Phoenix Light’s claims and certain of the claims asserted by Commerzbank AG, and subsequently entered judgment 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 to the United States Court of Appeals for the Second Circuit. Phoenix Light dismissed its appeal in May 2023, terminating its case. In November 2023, Wells Fargo Bank, N.A. entered into an agreement with IKB to resolve IKB’s claims. Wells Fargo Bank, N.A. previously settled two class actions filed by institutional investors and an action filed by the National Credit Union Administration with similar allegations.
U.S. Bank National Association (“U.S. Bank”) and other large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential mortgage backed securities ("RMBS") trusts. The complaints, primarily filed by investors or investor groups against U.S. Bank and similar institutions, allege the trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trusts. Plaintiffs generally assert causes of action based upon the trustees’ purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened standard of care following alleged events of default.
U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting the plaintiffs’ claims vigorously. However, U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts.
On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securities backed by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bank National Association (“U.S. Bank”) in its capacities as indenture trustee and successor special servicer, and three other institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans. This lawsuit is captioned The National Collegiate Student Loan 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 amended on June 15, 2018, alleged that the DSTs have been harmed as a result of purported misconduct or omissions by the defendants concerning administration of the trusts and special servicing of the Student Loans. Since the filing of the NCMSLT Action, certain Student Loan borrowers have made assertions against U.S. Bank concerning special servicing that appear to be based on certain allegations made on behalf of the DSTs in the NCMSLT Action.
U.S. Bank has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case while other prior filed disputes involving the DSTs and the Student Loans are litigated. On November 7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases. On January 21, 2020, the Court entered an order consolidating for pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court of Chancery concerning the DSTs and the Student Loans, which remains pending.
U.S. Bank denies liability in the NCMSLT Action and believes it has performed its obligations as indenture trustee and special servicer in good faith and in compliance in all material respects with the terms of the agreements governing the DSTs and that it has meritorious defenses. It has contested and intends to continue contesting the plaintiffs’ claims vigorously.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.
The information regarding this Item has been previously provided in the prospectus of the Registrant relating to the issuing entity filed on November 18, 2021 pursuant to Rule 424(b)(2).
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the mortgage loans are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the transaction responsible for each applicable servicing criteria set forth in Item 1122(d).
The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to The Westchester Mortgage Loan, which is being serviced and administered pursuant to the trust and servicing agreement for the CSMC 2020-WEST Transaction, are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit L to the trust and servicing agreement for the CSMC 2020-WEST Transaction incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the CSMC 2020-WEST Transaction responsible for each applicable servicing criteria set forth in Item 1122(d).
The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the One SoHo Square Mortgage Loan, which is being serviced and administered pursuant to the trust and servicing agreement for the SOHO 2021-SOHO Transaction, are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit L to the trust and servicing agreement for the SOHO 2021-SOHO Transaction incorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the SOHO 2021-SOHO Transaction responsible for each applicable servicing criteria set forth in Item 1122(d).
The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the 2 Washington Mortgage Loan, which is being serviced and administered pursuant to the pooling and servicing agreement for the Benchmark 2021-B29 Transaction, are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to the pooling and servicing agreement for the Benchmark 2021-B29 Transaction incorporated by reference as Exhibit 4.4 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the Benchmark 2021-B29 Transaction responsible for each applicable servicing criteria set forth in Item 1122(d).
The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the CX - 350 & 450 Water Street Mortgage Loan, which is being serviced and administered pursuant to the trust and servicing agreement for the CAMB 2021-CX2 Transaction, are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Schedule I to the trust and servicing agreement for the CAMB 2021-CX2 Transaction incorporated by reference as Exhibit 4.5 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the CAMB 2021-CX2 Transaction responsible for each applicable servicing criteria set forth in Item 1122(d).
The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the 520 Almanor Mortgage Loan, which is being serviced and administered pursuant to the pooling and servicing agreement for the Benchmark 2021-B30 Transaction, are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Schedule II to the pooling and servicing agreement for the Benchmark 2021-B30 Transaction incorporated by reference as Exhibit 4.6 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the Benchmark 2021-B30 Transaction responsible for each applicable servicing criteria set forth in Item 1122(d).
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached as Exhibits to 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 of this Annual Report on Form 10-K:
(1) Not applicable
(2) Not applicable
(3) See below
31 Rule 13a-14(d)/15d-14(d) Certifications.
33 Reports on assessment of compliance with servicing criteria for asset-backed securities.
33.1 Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
33.2 3650 REIT Loan Servicing LLC, as Special Servicer
33.3 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
33.4 Wells Fargo Bank, National Association, as Custodian
33.5 Park Bridge Lender Services LLC, as Operating Advisor
33.10 Wells Fargo Bank, National Association, as Trustee of the Plaza La Cienega Mortgage Loan (Omitted. See Explanatory Notes.)
33.16 Wells Fargo Bank, National Association, as Trustee of the Huntsville Office Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)
33.22 Wells Fargo Bank, National Association, as Trustee of the Patewood Corporate Center Mortgage Loan (Omitted. See Explanatory Notes.)
33.28 Wells Fargo Bank, National Association, as Trustee of the Icon One Daytona Mortgage Loan (Omitted. See Explanatory Notes.)
33.34 Wells Fargo Bank, National Association, as Trustee of the PetSmart HQ Mortgage Loan (Omitted. See Explanatory Notes.)
33.39 3650 REIT Loan Servicing LLC, as Special Servicer of the Centene Mortgage Loan (see Exhibit 33.2)
33.40 Wells Fargo Bank, National Association, as Trustee of the Centene Mortgage Loan (Omitted. See Explanatory Notes.)
33.41 Wells Fargo Bank, National Association, as Custodian of the Centene Mortgage Loan (see Exhibit 33.4)
33.46 Wells Fargo Bank, National Association, as Trustee of The Westchester Mortgage Loan (Omitted. See Explanatory Notes.)
33.48 Pentalpha Surveillance LLC, as Operating Advisor of The Westchester Mortgage Loan
33.50 KeyBank National Association, as Primary Servicer of the One SoHo Square Mortgage Loan
33.52 K-Star Asset Management LLC, as Special Servicer of the One SoHo Square Mortgage Loan on and after May 15, 2023 (Omitted. See Explanatory Notes.)
33.53 U.S. Bank Trust Company, National Association, as Trustee of the One SoHo Square Mortgage Loan (Omitted. See Explanatory Notes.)
33.54 U.S. Bank National Association, as Custodian of the One SoHo Square Mortgage Loan (Omitted. See Explanatory Notes.)
33.57 LNR Partners, LLC, as Special Servicer of the 2 Washington Mortgage Loan (Omitted. See Explanatory Notes.)
33.58 Wells Fargo Bank, National Association, as Trustee of the 2 Washington Mortgage Loan (Omitted. See Explanatory Notes.)
33.63 Situs Holdings, LLC, as Special Servicer of the CX - 350 & 450 Water Street Mortgage Loan
33.64 Wilmington Trust, National Association, as Trustee of the CX - 350 & 450 Water Street Mortgage Loan (Omitted. See Explanatory Notes.)
33.69 CWCapital Asset Management LLC, as Special Servicer of the 520 Almanor Mortgage Loan
33.70 Wells Fargo Bank, National Association, as Trustee of the 520 Almanor Mortgage Loan (Omitted. See Explanatory Notes.)
34 Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
34.1 Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
34.2 3650 REIT Loan Servicing LLC, as Special Servicer
34.3 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
34.4 Wells Fargo Bank, National Association, as Custodian
34.5 Park Bridge Lender Services LLC, as Operating Advisor
34.10 Wells Fargo Bank, National Association, as Trustee of the Plaza La Cienega Mortgage Loan (Omitted. See Explanatory Notes.)
34.16 Wells Fargo Bank, National Association, as Trustee of the Huntsville Office Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)
34.22 Wells Fargo Bank, National Association, as Trustee of the Patewood Corporate Center Mortgage Loan (Omitted. See Explanatory Notes.)
34.28 Wells Fargo Bank, National Association, as Trustee of the Icon One Daytona Mortgage Loan (Omitted. See Explanatory Notes.)
34.34 Wells Fargo Bank, National Association, as Trustee of the PetSmart HQ Mortgage Loan (Omitted. See Explanatory Notes.)
34.39 3650 REIT Loan Servicing LLC, as Special Servicer of the Centene Mortgage Loan (see Exhibit 34.2)
34.40 Wells Fargo Bank, National Association, as Trustee of the Centene Mortgage Loan (Omitted. See Explanatory Notes.)
34.41 Wells Fargo Bank, National Association, as Custodian of the Centene Mortgage Loan (see Exhibit 34.4)
34.46 Wells Fargo Bank, National Association, as Trustee of The Westchester Mortgage Loan (Omitted. See Explanatory Notes.)
34.48 Pentalpha Surveillance LLC, as Operating Advisor of The Westchester Mortgage Loan
34.50 KeyBank National Association, as Primary Servicer of the One SoHo Square Mortgage Loan
34.52 K-Star Asset Management LLC, as Special Servicer of the One SoHo Square Mortgage Loan on and after May 15, 2023 (Omitted. See Explanatory Notes.)
34.53 U.S. Bank Trust Company, National Association, as Trustee of the One SoHo Square Mortgage Loan (Omitted. See Explanatory Notes.)
34.54 U.S. Bank National Association, as Custodian of the One SoHo Square Mortgage Loan (Omitted. See Explanatory Notes.)
34.57 LNR Partners, LLC, as Special Servicer of the 2 Washington Mortgage Loan (Omitted. See Explanatory Notes.)
34.58 Wells Fargo Bank, National Association, as Trustee of the 2 Washington Mortgage Loan (Omitted. See Explanatory Notes.)
34.63 Situs Holdings, LLC, as Special Servicer of the CX - 350 & 450 Water Street Mortgage Loan
34.64 Wilmington Trust, National Association, as Trustee of the CX - 350 & 450 Water Street Mortgage Loan (Omitted. See Explanatory Notes.)
34.69 CWCapital Asset Management LLC, as Special Servicer of the 520 Almanor Mortgage Loan
34.70 Wells Fargo Bank, National Association, as Trustee of the 520 Almanor Mortgage Loan (Omitted. See Explanatory Notes.)
35 Servicer compliance statements.
35.1 Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
35.2 3650 REIT Loan Servicing LLC, as Special Servicer
35.3 Wells Fargo Bank, National Association, as Certificate Administrator
35.16 3650 REIT Loan Servicing LLC, as Special Servicer of the Centene Mortgage Loan (see Exhibit 35.2)
35.19 KeyBank National Association, as Primary Servicer of the One SoHo Square Mortgage Loan
35.21 K-Star Asset Management LLC, as Special Servicer of the One SoHo Square Mortgage Loan on and after May 15, 2023 (Omitted. See Explanatory Notes.)
35.23 LNR Partners, LLC, as Special Servicer of the 2 Washington Mortgage Loan (Omitted. See Explanatory Notes.)
35.25 Situs Holdings, LLC, as Special Servicer of the CX - 350 & 450 Water Street Mortgage Loan (Omitted. See Explanatory Notes.)
35.27 CWCapital Asset Management LLC, as Special Servicer of the 520 Almanor Mortgage Loan (Omitted. See Explanatory Notes.)
(b) The exhibits required to be filed by the Registrant 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 the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
3650 REIT Commercial Mortgage
Securities II LLC
(Depositor)
/s/ Tobin Cobb
Tobin Cobb, Authorized Signatory
(senior officer in charge of securitization of the depositor)
Date: March 13, 2024
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/13/24 | |||
| For Period end: | 12/31/23 | |||
| 5/15/23 | 8-K | |||
| 11/18/21 | 424B2, 8-K, 8-K/A | |||
| 1/21/20 | ||||
| 11/7/18 | ||||
| 6/15/18 | ||||
| 3/9/18 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/18/21 3650R 2021-PF1 Com’l Mtge Trust 8-K:8,9 11/18/21 24:35M Nuvo Group, Inc./FA |