**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K**

(Mark one)

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

**    For the fiscal year endedDecember 31, 2023OR**

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

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

 

 

 

**Commission file number:****333-259741-02**

 

**Central Index Key Number of the issuing entity:****0001912724**

 

**Morgan Stanley Capital ITrust 2022-L8**

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

 

**Central Index Key Number of the depositor: 0001547361**

 

**Morgan Stanley Capital I Inc.**

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

 

**Central Index Key Numberof the sponsor: 0001541557**

 

**Morgan Stanley MortgageCapital Holdings LLC**

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

**Central Index Key Numberof the sponsor: 0001548405**

 

**Starwood Mortgage Capital LLC**

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

** Central Index KeyNumber of the sponsor: 0000927971**

 

**Bank of Montreal**

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

**Central Index Key Numberof the sponsor: 0001624053**

 

**Argentic Real Estate FinanceLLC**

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

** **

 

 

 

| **New York**                                                        | **38-4209789**

**38-4209790**

**38-7290300** |
|---------------------------------------------------------------------|------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**   |

 

**c/o Computershare Trust Company, N.A.**

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(667) 786‐1992**

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

 

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

 

 

 

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

 

  NONE.

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act.

 

  Yes___ No X

 

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Act.

 

  Yes___ No X

 

Note- Checking the box above will not relieve any registrant required to file reportspursuant to Section 13 or 15(d) of the Exchange Act from their obligationsunder those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

 

  YesX No ___

 

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

 

  Notapplicable.

 

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

 

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

 

Emerginggrowth company ___

 

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

 

  Notapplicable.

 

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

 

 Not applicable.

 

Ifsecurities are registered pursuant to Section 12(b) of the Act, indicate bycheck mark whether the financial statements of the

registrantincluded in the filing reflect the correction of an error to previously issuedfinancial statements.

 

Not applicable.

 

Indicateby check mark whether any of those error corrections are restatements thatrequired a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).

 

Not applicable.

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

 

  Yes___ No X

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

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

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

TheMSC 2022-L8 mortgage pool includes the following mortgage loans, each of which isserviced pursuant to a separate pooling and servicing agreement (each, an“Outside Pooling and Servicing Agreement”):

 

•  the Rose Castle Apartments mortgage loan, which is serviced pursuant to theBBCMS 2022-C15 pooling and servicing agreement attached hereto as Exhibit 4.9;

 

•   the 601 Lexington Avenue mortgage loan, which isserviced pursuant to the BXP 2021-601L trust and servicing agreement attachedhereto as Exhibit 4.2;

•   the 26 Broadway mortgage loan, which is servicedpursuant to the BWAY 2022-26BW trust and servicing agreement attached hereto asExhibit 4.3;

•   the Midtown Square mortgage loan, which is servicedpursuant to the BANK 2022-BNK40 pooling and servicing agreement attached heretoas Exhibit 4.4;

•   the Coleman Highline Phase IV mortgage loan, whichis serviced pursuant to the COLEM 2022-HLNE trust and servicing agreementattached hereto as Exhibit 4.5;

•   the ILPT Logistics Portfolio mortgage loan, which isserviced pursuant to the ILPT 2022-LPFX trust and servicing agreement attachedhereto as Exhibit 4.6;

•   the Bedrock Portfolio mortgage loan, which isserviced pursuant to the Benchmark 2022-B32 pooling and servicing agreementattached hereto as Exhibit 4.7;

•  the Pacific Castle Portfolio mortgage loan, which is serviced pursuant to theWFCM 2022-C62 pooling and servicing agreement attached hereto as Exhibit 4.10;and

 

•   the NYC MFRT Portfolio mortgage loan, which isserviced pursuant to the BMO 2022-C1 pooling and servicing agreement attachedhereto as Exhibit 4.8.

Exceptas set forth below, each of the parties to each pooling and servicing agreementlisted in the Exhibit Index both (1) participates in the servicing function forpurposes of Item 1122 of Regulation AB and (2) constitutes a servicer thatmeets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB forpurposes of Item 1123 of Regulation AB:

 

•  The trustee under a pooling and servicing agreement has a nominal role withrespect to the mortgage pool securitized pursuant to such pooling and servicingagreement.  The trustee’s only servicing function is the contingentobligation to make certain advances if the master servicer under such poolingand servicing agreement fails to do so, while all other servicing functions areperformed by other parties.  The trustee under each of the pooling andservicing agreements listed in the Exhibit Index has confirmed to theregistrant that it has not made any such contingent advances during thereporting period, and consequently, each such trustee does not participate inthe servicing function for purposes of Item 1122 of Regulation AB, nor does itperform the functions of a servicer for purposes of the definition of“servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 ofRegulation AB.

 

•  The certificate administrator under a pooling and servicing agreement performsvarious payment administration functions solely for the securitization governedby such pooling and servicing agreement and the mortgage pool securitizedpursuant to such pooling and servicing agreement and does not have anyobligations with respect to any other transaction.  Consequently, thecertificate administrator under an Outside Pooling and Servicing Agreement doesnot participate in the servicing function for purposes of Item 1122 ofRegulation AB, nor does it perform the functions of a servicer for purposes ofthe definition of “servicer” under Item 1101 of Regulation AB or for purposesof Item 1123 of Regulation AB.

 

•  The operating advisor under a pooling and servicing agreement represents theinterests of senior certificateholders in the transaction governed by suchpooling and servicing agreement and is responsible for monitoring theperformance of the special servicer under such pooling and servicing agreementand producing certain reports to certificateholders relating to the resolutionof the mortgage pool securitized pursuant to such pooling and servicingagreement.  The operating advisor under a pooling and servicing agreementdoes not have any obligations with respect to any other transaction and issolely obligated to perform loan reporting functions with respect to thesecuritization governed by such pooling and servicing agreement. Consequently, the operating advisor under an Outside Pooling and ServicingAgreement neither participates in the servicing function for purposes of Item1122 of Regulation AB nor performs the functions of a servicer for purposes ofthe definition of “servicer” under Item 1101 of Regulation AB or for purposesof Item 1123 of Regulation AB.  In addition, while the operating advisorunder a pooling and servicing agreement has certain reporting obligations inrespect of the related mortgage pool, it has no obligation to collect or disbursefunds in respect of the mortgage pool or to administer any of the underlyingmortgage loans.  Consequently, the operating advisor under a pooling andservicing agreement participates in the servicing function for purposes of Item1122 of Regulation AB, but is not responsible for the “management or collectionof the pool assets or making allocations or distributions to holders of theasset-backed securities” within the meaning of “servicer” under Item 1101 ofRegulation AB and does not perform the functions of a servicer for purposes ofItem 1123 of Regulation AB. 

 

•  The asset representations reviewer under a pooling and servicing agreement hasa limited obligation to review certain delinquent mortgage loans after aspecified delinquency threshold has been met and the required percentage ofcertificateholders vote to direct a review of such delinquent mortgage loans,and has no obligation to collect or disburse funds in respect of the mortgagepool, to administer any of the underlying mortgage loans or to perform anyservicing function.  Consequently, the asset representations reviewerunder a pooling and servicing agreement does not participate in the servicingfunction for purposes of Item 1122 of Regulation AB, is not responsible for the“management or collection of the pool assets or making allocations ordistributions to holders of the asset-backed securities” within the meaning of“servicer” under Item 1101 of Regulation AB and does not perform the functionsof a servicer for purposes of Item 1123 of Regulation AB.

 

•  National Cooperative Bank, N.A. as NCB master servicer and NCB special servicerunder the BANK 2022-BNK40 pooling and servicing agreement, only has obligationsin respect of certain mortgage loans sold to the BANK 2022-BNK40 securitizationtrust by National Cooperative Bank, N.A. Such party has no obligations withrespect to any mortgage loan included in the MSC 2022-L8 mortgage pool andtherefore in such capacity does not constitute a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, and does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

•  Berkadia Commercial Mortgage LLC is (i) the servicer under the ILPT 2022-LPFXtrust and servicing agreement, pursuant to which the ILPT Logistics Portfoliomortgage loan is serviced, and (ii) a servicing function participant engaged byWells Fargo Bank, National Association, the master under the BANK 2022-BNK40pooling and servicing agreement, pursuant to which the Midtown Square mortgageloan is serviced. Because Berkadia CommercialMortgage LLC is not the MSC 2022-L8 master servicer, is not affiliated with anysponsor and services only the ILPT Logistics Portfolio mortgage loan and theMidtown Square mortgage loan, which collectively constitute more than 5% butless than 10% of the mortgage pool, Berkadia Commercial Mortgage LLC, as ILPT2022-LPFX servicer and servicing function participant under the BANK 2022-BNK40securitization, constitutes a reporting “servicing function participant” forpurposes of Item 1122 of Regulation AB, as specified in the Instruction 3 toItem 1122, but does not constitute a reporting “servicer” for purposes of Item1123 of Regulation AB, as specified in the Instruction to Item 1123.

 

•  Rialto Capital Advisors, LLC is the special servicer under the BBCMS 2022-C15pooling and servicing agreement, pursuant to which the Rose Castle Apartmentsmortgage loan is serviced.  Because Rialto Capital Advisors, LLC is notthe MSC 2022-L8 special servicer, is not affiliated with any sponsor andservices only the Rose Castle Apartments mortgage loan, which constitutes morethan 5% but less than 10% of the mortgage pool, Rialto Capital Advisors, LLC,as BBCMS 2022-C15 special servicer, constitutes a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, but does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

•  Situs Holdings, LLC is the special servicer under the BXP 2021-601L trust andservicing agreement, pursuant to which the 601 Lexington Avenue mortgage loanis serviced, and the special servicer under the ILPT 2022-LPFX trust andservicing agreement, pursuant to which the ILPT Logistics Portfolio mortgageloan is serviced.  Because Situs Holdings, LLC is not the MSC 2022-L8 specialservicer, is not affiliated with any sponsor and services only the 601Lexington Avenue mortgage loan and the ILPT Logistics Portfolio mortgage loan,which collectively constitute more than 5% but less than 10% of the mortgagepool, Situs Holdings, LLC, as BXP 2021-601L special servicer and ILPT 2022-LPFXspecial servicer, constitutes a reporting “servicing function participant” forpurposes of Item 1122 of Regulation AB, as specified in the Instruction 3 toItem 1122, but does not constitute a reporting “servicer” for purposes of Item1123 of Regulation AB, as specified in the Instruction to Item 1123.

 

•  CWCapital Asset Management LLC is the special servicer under the BANK2022-BNK40 pooling and servicing agreement, pursuant to which the Midtown Squaremortgage loan is serviced, and the special servicer under the BMO 2022-C1pooling and servicing agreement, pursuant to which the NYC MFRT Portfoliomortgage loan is serviced.  Because CWCapital Asset Management LLC is notthe MSC 2022-L8 special servicer, is not affiliated with any sponsor andservices only the Midtown Square mortgage loan and the NYC MFRT Portfoliomortgage loan, which collectively constitute more than 5% but less than 10% ofthe mortgage pool, CWCapital Asset Management LLC, as BANK 2022-BNK40 specialservicer and BMO 2022-C1 special servicer, constitutes a reporting “servicingfunction participant” for purposes of Item 1122 of Regulation AB, as specifiedin the Instruction 3 to Item 1122, but does not constitute a reporting “servicer”for purposes of Item 1123 of Regulation AB, as specified in the Instruction toItem 1123.

 

•  Situs Holdings, LLC, as 360 Rosemary special servicer under the BMO 2022-C1pooling and servicing agreement, only has obligations in respect of the 360Rosemary mortgage loan securitized thereunder.  KeyBank NationalAssociation, as 111 River Street special servicer under the BMO 2022-C1 poolingand servicing agreement, only has obligations in respect of the 111 RiverStreet mortgage loan securitized thereunder.  Each such party acting insuch capacity has no obligations with respect to any mortgage loan included inthe MSC 2022-L8 mortgage pool and therefore in such capacity does notconstitute a reporting “servicing function participant” for purposes of Item 1122of Regulation AB, as specified in the Instruction 3 to Item 1122, and does notconstitute a reporting “servicer” for purposes of Item 1123 of Regulation AB,as specified in the Instruction to Item 1123.

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

 

•  Wells Fargo Bank, National Association, as servicer under the BXP 2021-601Ltrust and servicing agreement, pursuant to which the 601 Lexington Avenuemortgage loan is serviced, engaged the services of CoreLogic Solutions, LLC asa servicing function participant in respect of the 601 Lexington Avenuemortgage loan for the reporting period.

 

•  Wells Fargo Bank, National Association, as master servicer under the BANK2022-BNK40 pooling and servicing agreement, pursuant to which the MidtownSquare mortgage loan is serviced, engaged the services of CoreLogic Solutions,LLC and Berkadia Commercial Mortgage LLC, in each case as a servicing functionparticipant in respect of the Midtown Square mortgage loan for the reportingperiod.

 

•  Wells Fargo Bank, National Association, as master servicer under the WFCM2022-C62 pooling and servicing agreement, pursuant to which the Pacific CastlePortfolio mortgage loan is serviced, engaged the services of CoreLogicSolutions, LLC as a servicing function participant in respect of the PacificCastle Portfolio mortgage loan for the reporting period.

 

 

| **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.**    |
|              | Omitted.                        |
|              |                            |   |

 

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

 

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

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

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

 

Notapplicable.

 

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

 

No entityor group of affiliated entities provides any enhancement or other support forthe certificates as described under Item 1114 (a) of Regulation AB.

 

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

 

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

 

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

 

Theregistrant knows of no legal proceeding pending against the sponsors,depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation AB, orother party contemplated by Item 1100(d)(1) of Regulation AB, or of which anyproperty of the foregoing is the subject, that is material to security holders.

 

**Item1119 of Regulation AB, Affiliations and Certain Relationships and RelatedTransactions.**

 

Theinformation regarding this Item has been provided previously in an annualreport on Form 10-K of the issuing entity or in the prospectus of the issuingentity filed in a 424(b)(2) filing dated April 7, 2022.  

 

**Item1122 of Regulation AB, Compliance with Applicable Servicing Criteria.**

 

Thereports on assessment of compliance with the servicing criteria forasset-backed securities and the related attestation reports on such assessmentsof compliance are attached hereto under Item 15. 

 

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

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

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

 

(a) Exhibits.

 

(4.1) Pooling and Servicing Agreement, dated as ofApril 1, 2022, between Morgan Stanley Capital I Inc., as depositor, MidlandLoan Services, a Division of PNC Bank, National Association, as masterservicer, LNR Partners, LLC, as special servicer, Computershare Trust Company,National Association, as certificate administrator, Wilmington Trust, NationalAssociation, as trustee, and Park Bridge Lender Services LLC, as operatingadvisor and asset representations reviewer (filed as Exhibit 4.1 to theregistrant's Current Report on Form 8-K/A filed on January 19, 2023 under SECFile No. 333-259741-02 and incorporated by reference herein).

 

(4.2) Trust and Servicing Agreement, dated as ofDecember 29, 2021, between Wells Fargo Commercial Mortgage Securities, Inc., asdepositor, Wells Fargo Bank, National Association, as servicer, Situs Holdings,LLC, as special servicer, and Computershare Trust Company, NationalAssociation, as certificate administrator and trustee, relating to the BXP2021-601L securitization transaction, pursuant to which the 601 LexingtonAvenue Mortgage Loan is serviced (filed as Exhibit 4.2 to the registrant'sCurrent Report on Form 8-K filed on April 7, 2022 under SEC File No.333-259741-02 and incorporated by reference herein).

 

(4.3) Trust and Servicing Agreement, dated as ofFebruary 6, 2022, between BMO Commercial Mortgage Securities LLC, as depositor,KeyBank National Association, as servicer, KeyBank National Association, asspecial servicer, Wilmington Trust, National Association, as trustee,Computershare Trust Company, National Association, as certificateadministrator, and Pentalpha Surveillance LLC, as operating advisor, relatingto the BWAY 2022-26BW securitization transaction, pursuant to which the 26Broadway Mortgage Loan is serviced (filed as Exhibit 4.3 to the registrant'sCurrent Report on Form 8-K filed on April 7, 2022 under SEC File No.333-259741-02 and incorporated by reference herein).

 

(4.4) Pooling and Servicing Agreement, dated as ofMarch 1, 2022, between the Wells Fargo Commercial Mortgage Securities, Inc., asdepositor, Wells Fargo Bank, National Association, as general master servicer,CWCapital Asset Management LLC, as general special servicer, NationalCooperative Bank, N.A., as NCB master servicer and as NCB special servicer,Computershare Trust Company, N.A., as certificate administrator, WilmingtonTrust, National Association, as trustee, and Pentalpha Surveillance LLC, asoperating advisor and as asset representations reviewer, relating to the BANK2022-BNK40 securitization transaction, pursuant to which the Midtown SquareMortgage Loan is serviced (filed as Exhibit 4.4 to the registrant's CurrentReport on Form 8-K filed on April 7, 2022 under SEC File No. 333-259741-02 andincorporated by reference herein).

 

(4.5) Trust and Servicing Agreement, dated as of March15, 2022, between Barclays Commercial Mortgage Securities LLC, as depositor,KeyBank National Association, as servicer and as special servicer,Computershare Trust Company, National Association, as certificate administratorand custodian, and Wilmington Trust, National Association, as trustee, relatingto the COLEM 2022-HLNE securitization transaction, pursuant to which theColeman Highline Phase IV Mortgage Loan is serviced (filed as Exhibit 4.5 tothe registrant's Current Report on Form 8-K filed on April 7, 2022 under SECFile No. 333-259741-02 and incorporated by reference herein).

 

(4.6) Trust and Servicing Agreement, dated as of March6, 2022, between Citigroup Commercial Mortgage Securities Inc., as depositor,Berkadia Commercial Mortgage LLC, as servicer, Situs Holdings, LLC as specialservicer, Wilmington Trust, National Association, as trustee, ComputershareTrust Company, National Association, as certificate administrator, and ParkBridge Lender Services LLC, as operating advisor, relating to the ILPT2022-LPFX securitization transaction, pursuant to which the ILPT LogisticsPortfolio Mortgage Loan is serviced (filed as Exhibit 4.6 to the registrant'sCurrent Report on Form 8-K filed on April 7, 2022 under SEC File No.333-259741-02 and incorporated by reference herein).

 

(4.7) Pooling and Servicing Agreement, dated as ofFebruary 1, 2022, between J.P. Morgan Chase Commercial Mortgage SecuritiesCorp., as depositor, Midland Loan Services, a Division of PNC Bank, NationalAssociation, as master servicer, KeyBank National Association, as specialservicer, Computershare Trust Company, National Association, as certificateadministrator, Wilmington Trust, National Association, as trustee, andPentalpha Surveillance LLC, as operating advisor and as asset representationsreviewer, relating to the Benchmark 2022-B32 securitization transaction,pursuant to which the Bedrock Portfolio Mortgage Loan is serviced (filed asExhibit 4.7 to the registrant's Current Report on Form 8-K filed on April 7, 2022under SEC File No. 333-259741-02 and incorporated by reference herein).

 

(4.8) Pooling and Servicing Agreement, dated as ofFebruary 1, 2022, between BMO Commercial Mortgage Securities LLC, as depositor,KeyBank National Association, as master servicer, CWCapital Asset Management,Situs Holdings, LLC and KeyBank National Association, each as a specialservicer as described therein, Park Bridge Lender Services LLC, as operatingadvisor and asset representations reviewer, Computershare Trust Company,National Association, as certificate administrator, and Wilmington Trust,National Association, as trustee, relating to the BMO 2022-C1 securitizationtransaction, pursuant to which the NYC MFRT Portfolio Mortgage Loan is serviced(filed as Exhibit 4.8 to the registrant's Current Report on Form 8-K filed onApril 7, 2022 under SEC File No. 333-259741-02 and incorporated by reference herein).

 

(4.9) Pooling and Servicing Agreement, dated as ofApril 1, 2022, between Barclays Commercial Mortgage Securities LLC, asdepositor, Midland Loan Services, a Division of PNC Bank, National Association,as master servicer, Rialto Capital Advisors, LLC, as special servicer,Computershare Trust Company, National Association, as certificateadministrator, Wilmington Trust, National Association, as trustee, andPentalpha Surveillance LLC, as operating advisor and asset representationsreviewer, relating to the BBCMS 2022-C15 securitization transaction, pursuantto which the Rose Castle Apartments Mortgage Loan is serviced (filed as Exhibit4.9 to the registrant's Current Report on Form 8-K filed on April 13, 2022under SEC File No. 333-259741-02 and incorporated by reference herein).

 

(4.10) Pooling and Servicing Agreement, dated as ofApril 1, 2022, between Wells Fargo Commercial Mortgage Securities, Inc., asdepositor, Wells Fargo Bank, National Association, as master servicer, ArgenticServices Company LP, as special servicer, Computershare Trust Company, NationalAssociation, as certificate administrator, Wilmington Trust, NationalAssociation, as trustee, and Park Bridge Lender Services LLC, as operatingadvisor and as asset representations reviewer, relating to the WFCM 2022-C62securitization transaction, pursuant to which the Pacific Castle PortfolioMortgage Loan is serviced (filed as Exhibit 4.10 to the registrant's CurrentReport on Form 8-K filed on April 19, 2022 under SEC File No. 333-259741-02 andincorporated by reference herein).

 

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

 

(33)  Reports on assessment ofcompliance with servicing criteria for asset-backed securities.

 

33.1Computershare Trust Company, National Association,as Certificate Administrator

 

33.2Computershare Trust Company, National Association,as Custodian

 

33.3Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

 

33.4LNR Partners, LLC, as Special Servicer

 

33.5Park Bridge Lender Services LLC, as OperatingAdvisor

 

33.6Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the BBCMS 2022-C15securitization, pursuant to which the following mortgage loans were serviced bysuch party: Rose Castle Apartments (from 1/1/23 to 12/31/23) (see Exhibit 33.3)

 

33.7Wells Fargo Bank, National Association, as MasterServicer under the BXP 2021-601L securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 601 Lexington Avenue(from 1/1/23 to 12/31/23)

 

33.8CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BXP 2021-601L securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 601 Lexington Avenue(from 1/1/23 to 12/31/23)

 

33.9KeyBank National Association, as Master Servicerunder the BWAY 2022-26BW securitization, pursuant to which the followingmortgage loans were serviced by such party: 26 Broadway (from 1/1/23 to12/31/23)

 

33.10Wells Fargo Bank, National Association, as MasterServicer under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Midtown Square (from1/1/23 to 12/31/23) (see Exhibit 33.7)

 

33.11CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Midtown Square (from1/1/23 to 12/31/23) (see Exhibit 33.8)

 

33.12Berkadia Commercial Mortgage LLC, as ServicingFunction Participant under the BANK 2022-BNK40 securitization, pursuant towhich the following mortgage loans were serviced by such party: Midtown Square(from 1/1/23 to 12/31/23)

 

33.13KeyBank National Association, as Master Servicerunder the COLEM 2022-HLNE securitization, pursuant to which the followingmortgage loans were serviced by such party: Coleman Highline Phase IV (from1/1/23 to 12/31/23) (see Exhibit 33.9)

 

33.14Berkadia Commercial Mortgage LLC, as MasterServicer under the ILPT 2022-LPFX securitization, pursuant to which thefollowing mortgage loans were serviced by such party: ILPT Logistics Portfolio(from 1/1/23 to 12/31/23) (see Exhibit 33.12)

 

33.15Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the Benchmark 2022-B32securitization, pursuant to which the following mortgage loans were serviced bysuch party: Bedrock Portfolio (from 1/1/23 to 12/31/23) (see Exhibit 33.3)

 

33.16Wells Fargo Bank, National Association, as MasterServicer under the WFCM 2022-C62 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Pacific Castle Portfolio(from 1/1/23 to 12/31/23) (see Exhibit 33.7)

 

33.17CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the WFCM 2022-C62 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Pacific Castle Portfolio(from 1/1/23 to 12/31/23) (see Exhibit 33.8)

 

33.18KeyBank National Association, as Master Servicerunder the BMO 2022-C1 securitization, pursuant to which the following mortgageloans were serviced by such party: NYC MFRT Portfolio (from 1/1/23 to 12/31/23)(see Exhibit 33.9)

 

33.19Rialto Capital Advisors, LLC, as Special Servicerunder the BBCMS 2022-C15 securitization, pursuant to which the followingmortgage loans were serviced by such party: Rose Castle Apartments (from 1/1/23to 12/31/23)

 

33.20Situs Holdings, LLC, as Special Servicer under theBXP 2021-601L securitization, pursuant to which the following mortgage loanswere serviced by such party: 601 Lexington Avenue (from 1/1/23 to 12/31/23)

 

33.21KeyBank National Association, as Special Servicerunder the BWAY 2022-26BW securitization, pursuant to which the followingmortgage loans were serviced by such party: 26 Broadway (from 1/1/23 to12/31/23) (see Exhibit 33.9)

 

33.22CWCapital Asset Management LLC, as SpecialServicer under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Midtown Square (from1/1/23 to 12/31/23)

 

33.23KeyBank National Association, as Special Servicerunder the COLEM 2022-HLNE securitization, pursuant to which the followingmortgage loans were serviced by such party: Coleman Highline Phase IV (from1/1/23 to 12/31/23) (see Exhibit 33.9)

 

33.24Situs Holdings, LLC, as Special Servicer under theILPT 2022-LPFX securitization, pursuant to which the following mortgage loanswere serviced by such party: ILPT Logistics Portfolio (from 1/1/23 to 12/31/23)(see Exhibit 33.20)

 

33.25KeyBank National Association, as Special Servicerunder the Benchmark 2022-B32 securitization, pursuant to which the followingmortgage loans were serviced by such party: Bedrock Portfolio (from 1/1/23 to12/31/23) (see Exhibit 33.9)

 

33.26Argentic Services Company LP, as Special Servicerunder the WFCM 2022-C62 securitization, pursuant to which the following mortgageloans were serviced by such party: Pacific Castle Portfolio (from 1/1/23 to12/31/23)

 

33.27CWCapital Asset Management LLC, as SpecialServicer under the BMO 2022-C1 securitization, pursuant to which the followingmortgage loans were serviced by such party: NYC MFRT Portfolio (from 1/1/23 to12/31/23) (see Exhibit 33.22)

 

33.28Computershare Trust Company, National Association,as Custodian under the BBCMS 2022-C15 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Rose Castle Apartments(from 1/1/23 to 12/31/23) (see Exhibit 33.2)

 

33.29Computershare Trust Company, National Association,as Custodian under the BXP 2021-601L securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 601 Lexington Avenue(from 1/1/23 to 12/31/23) (see Exhibit 33.2)

 

33.30Computershare Trust Company, National Association,as Custodian under the BWAY 2022-26BW securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 26 Broadway (from 1/1/23to 12/31/23) (see Exhibit 33.2)

 

33.31Computershare Trust Company, National Association,as Custodian under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Midtown Square (from1/1/23 to 12/31/23) (see Exhibit 33.2)

 

33.32Computershare Trust Company, National Association,as Custodian under the COLEM 2022-HLNE securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Coleman Highline Phase IV(from 1/1/23 to 12/31/23) (see Exhibit 33.2)

 

33.33Computershare Trust Company, National Association,as Custodian under the ILPT 2022-LPFX securitization, pursuant to which thefollowing mortgage loans were serviced by such party: ILPT Logistics Portfolio(from 1/1/23 to 12/31/23) (see Exhibit 33.2)

 

33.34Computershare Trust Company, National Association,as Custodian under the Benchmark 2022-B32 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Bedrock Portfolio (from1/1/23 to 12/31/23) (see Exhibit 33.2)

 

33.35Computershare Trust Company, National Association,as Custodian under the WFCM 2022-C62 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Pacific Castle Portfolio(from 1/1/23 to 12/31/23) (see Exhibit 33.2)

 

33.36Computershare Trust Company, National Association,as Custodian under the BMO 2022-C1 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: NYC MFRT Portfolio (from1/1/23 to 12/31/23) (see Exhibit 33.2)

 

(34).Attestation reports on assessment of compliance with servicing criteria forasset-backed securities.

 

34.1Computershare Trust Company, National Association,as Certificate Administrator

 

34.2Computershare Trust Company, National Association,as Custodian

 

34.3Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

 

34.4LNR Partners, LLC, as Special Servicer

 

34.5Park Bridge Lender Services LLC, as OperatingAdvisor

 

34.6Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the BBCMS 2022-C15securitization, pursuant to which the following mortgage loans were serviced bysuch party: Rose Castle Apartments (from 1/1/23 to 12/31/23) (see Exhibit 34.3)

 

34.7Wells Fargo Bank, National Association, as MasterServicer under the BXP 2021-601L securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 601 Lexington Avenue(from 1/1/23 to 12/31/23)

 

34.8CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BXP 2021-601L securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 601 Lexington Avenue(from 1/1/23 to 12/31/23)

 

34.9KeyBank National Association, as Master Servicerunder the BWAY 2022-26BW securitization, pursuant to which the followingmortgage loans were serviced by such party: 26 Broadway (from 1/1/23 to12/31/23)

 

34.10Wells Fargo Bank, National Association, as MasterServicer under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Midtown Square (from1/1/23 to 12/31/23) (see Exhibit 34.7)

 

34.11CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Midtown Square (from1/1/23 to 12/31/23) (see Exhibit 34.8)

 

34.12Berkadia Commercial Mortgage LLC, as ServicingFunction Participant under the BANK 2022-BNK40 securitization, pursuant towhich the following mortgage loans were serviced by such party: Midtown Square(from 1/1/23 to 12/31/23)

 

34.13KeyBank National Association, as Master Servicerunder the COLEM 2022-HLNE securitization, pursuant to which the followingmortgage loans were serviced by such party: Coleman Highline Phase IV (from1/1/23 to 12/31/23) (see Exhibit 34.9)

 

34.14Berkadia Commercial Mortgage LLC, as MasterServicer under the ILPT 2022-LPFX securitization, pursuant to which the followingmortgage loans were serviced by such party: ILPT Logistics Portfolio (from1/1/23 to 12/31/23) (see Exhibit 34.12)

 

34.15Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the Benchmark 2022-B32securitization, pursuant to which the following mortgage loans were serviced bysuch party: Bedrock Portfolio (from 1/1/23 to 12/31/23) (see Exhibit 34.3)

 

34.16Wells Fargo Bank, National Association, as MasterServicer under the WFCM 2022-C62 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Pacific Castle Portfolio(from 1/1/23 to 12/31/23) (see Exhibit 34.7)

 

34.17CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the WFCM 2022-C62 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Pacific Castle Portfolio(from 1/1/23 to 12/31/23) (see Exhibit 34.8)

 

34.18KeyBank National Association, as Master Servicerunder the BMO 2022-C1 securitization, pursuant to which the following mortgageloans were serviced by such party: NYC MFRT Portfolio (from 1/1/23 to 12/31/23)(see Exhibit 34.9)

 

34.19Rialto Capital Advisors, LLC, as Special Servicerunder the BBCMS 2022-C15 securitization, pursuant to which the followingmortgage loans were serviced by such party: Rose Castle Apartments (from 1/1/23to 12/31/23)

 

34.20Situs Holdings, LLC, as Special Servicer under theBXP 2021-601L securitization, pursuant to which the following mortgage loanswere serviced by such party: 601 Lexington Avenue (from 1/1/23 to 12/31/23)

 

34.21KeyBank National Association, as Special Servicerunder the BWAY 2022-26BW securitization, pursuant to which the followingmortgage loans were serviced by such party: 26 Broadway (from 1/1/23 to 12/31/23)(see Exhibit 34.9)

 

34.22CWCapital Asset Management LLC, as SpecialServicer under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Midtown Square (from1/1/23 to 12/31/23)

 

34.23KeyBank National Association, as Special Servicerunder the COLEM 2022-HLNE securitization, pursuant to which the followingmortgage loans were serviced by such party: Coleman Highline Phase IV (from1/1/23 to 12/31/23) (see Exhibit 34.9)

 

34.24Situs Holdings, LLC, as Special Servicer under theILPT 2022-LPFX securitization, pursuant to which the following mortgage loanswere serviced by such party: ILPT Logistics Portfolio (from 1/1/23 to 12/31/23)(see Exhibit 34.20)

 

34.25KeyBank National Association, as Special Servicerunder the Benchmark 2022-B32 securitization, pursuant to which the followingmortgage loans were serviced by such party: Bedrock Portfolio (from 1/1/23 to12/31/23) (see Exhibit 34.9)

 

34.26Argentic Services Company LP, as Special Servicerunder the WFCM 2022-C62 securitization, pursuant to which the followingmortgage loans were serviced by such party: Pacific Castle Portfolio (from1/1/23 to 12/31/23)

 

34.27CWCapital Asset Management LLC, as SpecialServicer under the BMO 2022-C1 securitization, pursuant to which the followingmortgage loans were serviced by such party: NYC MFRT Portfolio (from 1/1/23 to12/31/23) (see Exhibit 34.22)

 

34.28Computershare Trust Company, National Association,as Custodian under the BBCMS 2022-C15 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Rose Castle Apartments(from 1/1/23 to 12/31/23) (see Exhibit 34.2)

 

34.29Computershare Trust Company, National Association,as Custodian under the BXP 2021-601L securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 601 Lexington Avenue(from 1/1/23 to 12/31/23) (see Exhibit 34.2)

 

34.30Computershare Trust Company, National Association,as Custodian under the BWAY 2022-26BW securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 26 Broadway (from 1/1/23to 12/31/23) (see Exhibit 34.2)

 

34.31Computershare Trust Company, National Association,as Custodian under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Midtown Square (from1/1/23 to 12/31/23) (see Exhibit 34.2)

 

34.32Computershare Trust Company, National Association,as Custodian under the COLEM 2022-HLNE securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Coleman Highline Phase IV(from 1/1/23 to 12/31/23) (see Exhibit 34.2)

 

34.33Computershare Trust Company, National Association,as Custodian under the ILPT 2022-LPFX securitization, pursuant to which thefollowing mortgage loans were serviced by such party: ILPT Logistics Portfolio(from 1/1/23 to 12/31/23) (see Exhibit 34.2)

 

34.34Computershare Trust Company, National Association,as Custodian under the Benchmark 2022-B32 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Bedrock Portfolio (from1/1/23 to 12/31/23) (see Exhibit 34.2)

 

34.35Computershare Trust Company, National Association,as Custodian under the WFCM 2022-C62 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Pacific Castle Portfolio(from 1/1/23 to 12/31/23) (see Exhibit 34.2)

 

34.36Computershare Trust Company, National Association,as Custodian under the BMO 2022-C1 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: NYC MFRT Portfolio (from1/1/23 to 12/31/23) (see Exhibit 34.2)

 

(35).Servicer compliance statement.

 

35.1Computershare Trust Company, National Association,as Certificate Administrator

 

35.2Computershare Trust Company, National Association,as Custodian

 

35.3Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

 

35.4LNR Partners, LLC, as Special Servicer

 

35.5Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the BBCMS 2022-C15securitization, pursuant to which the following mortgage loans were serviced bysuch party: Rose Castle Apartments (from 1/1/23 to 12/31/23) (see Exhibit 35.3)

 

35.6Wells Fargo Bank, National Association, as MasterServicer under the BXP 2021-601L securitization, pursuant to which the followingmortgage loans were serviced by such party: 601 Lexington Avenue (from 1/1/23to 12/31/23)

 

35.7KeyBank National Association, as Master Servicerunder the BWAY 2022-26BW securitization, pursuant to which the followingmortgage loans were serviced by such party: 26 Broadway (from 1/1/23 to12/31/23)

 

35.8Wells Fargo Bank, National Association, as MasterServicer under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Midtown Square (from1/1/23 to 12/31/23) (see Exhibit 35.6)

 

35.9KeyBank National Association, as Master Servicerunder the COLEM 2022-HLNE securitization, pursuant to which the followingmortgage loans were serviced by such party: Coleman Highline Phase IV (from1/1/23 to 12/31/23) (see Exhibit 35.7)

 

35.10Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the Benchmark 2022-B32securitization, pursuant to which the following mortgage loans were serviced bysuch party: Bedrock Portfolio (from 1/1/23 to 12/31/23) (see Exhibit 35.3)

 

35.11Wells Fargo Bank, National Association, as MasterServicer under the WFCM 2022-C62 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Pacific Castle Portfolio(from 1/1/23 to 12/31/23) (see Exhibit 35.6)

 

35.12KeyBank National Association, as Master Servicerunder the BMO 2022-C1 securitization, pursuant to which the following mortgageloans were serviced by such party: NYC MFRT Portfolio (from 1/1/23 to 12/31/23)(see Exhibit 35.7)

 

35.13KeyBank National Association, as Special Servicerunder the BWAY 2022-26BW securitization, pursuant to which the followingmortgage loans were serviced by such party: 26 Broadway (from 1/1/23 to12/31/23) (see Exhibit 35.7)

 

35.14KeyBank National Association, as Special Servicerunder the COLEM 2022-HLNE securitization, pursuant to which the followingmortgage loans were serviced by such party: Coleman Highline Phase IV (from1/1/23 to 12/31/23) (see Exhibit 35.7)

 

35.15KeyBank National Association, as Special Servicerunder the Benchmark 2022-B32 securitization, pursuant to which the followingmortgage loans were serviced by such party: Bedrock Portfolio (from 1/1/23 to12/31/23) (see Exhibit 35.7)

 

35.16Argentic Services Company LP, as Special Servicerunder the WFCM 2022-C62 securitization, pursuant to which the followingmortgage loans were serviced by such party: Pacific Castle Portfolio (from1/1/23 to 12/31/23)

 

35.17Computershare Trust Company, National Association,as Custodian under the BBCMS 2022-C15 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Rose Castle Apartments(from 1/1/23 to 12/31/23) (see Exhibit 35.2)

 

35.18Computershare Trust Company, National Association,as Custodian under the BXP 2021-601L securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 601 Lexington Avenue(from 1/1/23 to 12/31/23) (see Exhibit 35.2)

 

35.19Computershare Trust Company, National Association,as Custodian under the BWAY 2022-26BW securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 26 Broadway (from 1/1/23to 12/31/23) (see Exhibit 35.2)

 

35.20Computershare Trust Company, National Association,as Custodian under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Midtown Square (from1/1/23 to 12/31/23) (see Exhibit 35.2)

 

35.21Computershare Trust Company, National Association,as Custodian under the COLEM 2022-HLNE securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Coleman Highline Phase IV(from 1/1/23 to 12/31/23) (see Exhibit 35.2)

 

35.22Computershare Trust Company, National Association,as Custodian under the ILPT 2022-LPFX securitization, pursuant to which thefollowing mortgage loans were serviced by such party: ILPT Logistics Portfolio(from 1/1/23 to 12/31/23) (see Exhibit 35.2)

 

35.23Computershare Trust Company, National Association,as Custodian under the Benchmark 2022-B32 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Bedrock Portfolio (from1/1/23 to 12/31/23) (see Exhibit 35.2)

 

35.24Computershare Trust Company, National Association,as Custodian under the WFCM 2022-C62 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Pacific Castle Portfolio(from 1/1/23 to 12/31/23) (see Exhibit 35.2)

 

35.25Computershare Trust Company, National Association,as Custodian under the BMO 2022-C1 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: NYC MFRT Portfolio (from1/1/23 to 12/31/23) (see Exhibit 35.2)

 

(99.1) Mortgage Loan Purchase Agreement, dated March25, 2022, between Morgan Stanley Capital I Inc. and Morgan Stanley MortgageCapital Holdings LLC (filed as Exhibit 99.1 to the registrant's Current Reporton Form 8-K filed on April 7, 2022 under SEC File No. 333-259741-02 andincorporated by reference herein).

 

(99.2) Mortgage Loan Purchase Agreement, dated March25, 2022, between Morgan Stanley Capital I Inc. and Starwood Mortgage CapitalLLC (filed as Exhibit 99.2 to the registrant's Current Report on Form 8-K filedon April 7, 2022 under SEC File No. 333-259741-02 and incorporated by referenceherein).

 

(99.3) Mortgage Loan Purchase Agreement, dated March25, 2022, between Morgan Stanley Capital I Inc. and Bank of Montreal (filed asExhibit 99.3 to the registrant's Current Report on Form 8-K filed on April 7,2022 under SEC File No. 333-259741-02 and incorporated by reference herein).

 

(99.4) Mortgage Loan Purchase Agreement, dated March25, 2022, between Morgan Stanley Capital I Inc. and Argentic Real EstateFinance LLC (filed as Exhibit 99.4 to the registrant's Current Report on Form8-K filed on April 7, 2022 under SEC File No. 333-259741-02 and incorporated byreference herein).

 

(99.5) Intercreditor Agreement, dated as of March 1,2022, by and between Morgan Stanley Bank, N.A., as note A-1 holder, as note A-2holder, as note A-3 holder, as note A-4 holder, as note A-5 holder, as note A-6holder, as note A-7 holder, as note A-8 holder and as note A-9 holder, Sun LifeAssurance Company of Canada, as note B-1 holder, Sun Life Insurance (Canada)Limited, as note B-2 holder, and Sun Life Hong Kong Limited, as note B-3holder, relating to the Constitution Center loan combination (filed as Exhibit99.5 to the registrant's Current Report on Form 8-K filed on April 7, 2022under SEC File No. 333-259741-02 and incorporated by reference herein).

 

(99.6) Agreement Between Note Holders, dated as ofApril 7, 2022, between Morgan Stanley Bank, N.A., as initial note A-1 holder,Morgan Stanley Bank, N.A., as initial note A-2 holder, and Morgan StanleyMortgage Capital Holdings LLC, as initial agent, relating to the ExchangeRightNet Leased Portfolio #54 loan combination (filed as Exhibit 99.6 to theregistrant's Current Report on Form 8-K filed on April 7, 2022 under SEC FileNo. 333-259741-02 and incorporated by reference herein).

 

(99.7) Co-Lender Agreement, dated as of March 4, 2022,by and between Starwood Mortgage Capital LLC, as initial agent, initial noteA-1 holder, initial note A-3 holder, initial note A-5 holder, initial note A-7holder and initial note A-9 holder, and Bank of Montreal, initial note A-2holder, initial note A-4 holder, initial note A-6 holder, initial note A-8holder and initial note A-10 holder, relating to the Rose Castle Apartmentsloan combination (filed as Exhibit 99.7 to the registrant's Current Report onForm 8-K filed on April 7, 2022 under SEC File No. 333-259741-02 andincorporated by reference herein).

 

(99.8) Co-Lender Agreement, dated as of December 29,2021, by and between Wells Fargo Bank, National Association, as initial noteholder of note A-1-S1, note A-1-C1, note A-1-C2, note A-1-C3, note A-1-C4 andnote B-1, DBR Investments Co. Limited, as initial note holder of note A-2-S1,note A-2-C1, note A-2-C2, note A-2-C3, note A-2-C4 and note B-2, Morgan StanleyBank, National Association, as initial note holder of note A-3-S1, note A-3-C1,note A-3-C2, note A-3-C3, note A-3-C4 and note B-3, and Citi Real Estate FundingInc., as initial note holder of note A-4-S1, note A-4-C1, note A-4-C2, noteA-4-C3, note A-4-C4 and note B-4, relating to the 601 Lexington Avenue loancombination (filed as Exhibit 99.8 to the registrant's Current Report on Form8-K filed on April 7, 2022 under SEC File No. 333-259741-02 and incorporated byreference herein).

 

(99.9) Agreement Between Noteholders, dated as ofFebruary 4, 2022, by and among Bank of Montreal, as initial note A-1 holder,initial note A-3 holder and initial note A-5 holder, Starwood Mortgage CapitalLLC, as initial note A-2 holder, initial note A-4 holder and initial A-6 holder,Bank of Montreal, as initial note B-1 holder, and Starwood Mortgage CapitalLLC, as initial note B-2 holder, relating to the 26 Broadway loan combination(filed as Exhibit 99.9 to the registrant's Current Report on Form 8-K filed onApril 7, 2022 under SEC File No. 333-259741-02 and incorporated by referenceherein).

 

(99.10) Agreement Between Note Holders, dated as ofMarch 10, 2022, by and between Morgan Stanley Bank, N.A., as initial A-1holder, Morgan Stanley Bank, N.A., as initial note A-2 holder, and MorganStanley Mortgage Capital Holdings LLC, as initial agent, relating to theMidtown Square loan combination (filed as Exhibit 99.10 to the registrant'sCurrent Report on Form 8-K filed on April 7, 2022 under SEC File No.333-259741-02 and incorporated by reference herein).

 

(99.11) Co-Lender Agreement, dated as of February 23,2022, by and among Barclays Capital Real Estate Inc., as initial note A-3holder and initial note A-4 holder, Barclays Bank PLC, as note A-1 holder, noteA-5 holder, note A-6 holder and note B-1 holder, and Bank of Montreal, asinitial note A-2 holder, initial note A-7 holder, initial note A-8 holder,initial note A-9 holder and initial note B-2 holder, relating to the ColemanHighline Phase IV loan combination (filed as Exhibit 99.11 to the registrant'sCurrent Report on Form 8-K filed on April 7, 2022 under SEC File No.333-259741-02 and incorporated by reference herein).

 

(99.12) Co-Lender Agreement, dated as of March 4, 2022,by and between Starwood Mortgage Capital LLC, as initial note A-1 holder, andStarwood Mortgage Capital LLC, as initial note A-2 holder, relating to theVisions Hotel Portfolio III loan combination (filed as Exhibit 99.12 to theregistrant's Current Report on Form 8-K filed on April 7, 2022 under SEC FileNo. 333-259741-02 and incorporated by reference herein).

 

(99.13) Agreement Between Noteholders, dated as ofMarch 6, 2022, by and among Citi Real Estate Funding Inc., as initial noteA-1-A holder, initial note A-2-A-1 holder and initial note A-2-A-2 holder, UBSAG, New York Branch, as initial note A-1-B holder, initial note A-2-B-1 holder,initial note A-2-B-2 holder and initial note A-2-B-3 holder, Bank of America,N.A. as initial note A-1-C holder and initial note A-2-C holder, Bank ofMontreal, as initial note A-1-D holder and initial note A-2-D holder, MorganStanley Bank, N.A., as initial note A-1-E holder and initial A-2-E holder, andCiti Real Estate Funding Inc., as initial note B-1 holder, UBS AG, New YorkBranch, as initial note B-2 holder, Bank of America, N.A. as initial note B-3holder, Bank of Montreal, as initial note B-4 holder, Morgan Stanley Bank,N.A., as initial note B-5 holder, relating to the ILPT Logistics Portfolio loancombination (filed as Exhibit 99.13 to the registrant's Current Report on Form8-K filed on April 7, 2022 under SEC File No. 333-259741-02 and incorporated byreference herein).

 

(99.14) Co-Lender Agreement, dated as of January 1,2022, by and between JPMorgan Chase Bank, National Association, as initial noteA-1-1 holder, JPMorgan Chase Bank, National Association, as initial note A-1-2holder, JPMorgan Chase Bank, National Association, as initial note A-1-3holder, JPMorgan Chase Bank, National Association, as initial note A-1-4holder, JPMorgan Chase Bank, National Association, as initial note A-1-5holder, JPMorgan Chase Bank, National Association, as initial note A-1-6holder, Starwood Mortgage Funding II LLC, as initial note A-2-1 holder,Starwood Mortgage Funding II LLC, as initial note A-2-2 holder, StarwoodMortgage Funding II LLC, as initial note A-2-3 holder and Starwood MortgageFunding II LLC, as initial note A-2-4 holder, relating to the Bedrock Portfolioloan combination (filed as Exhibit 99.14 to the registrant's Current Report onForm 8-K filed on April 7, 2022 under SEC File No. 333-259741-02 andincorporated by reference herein).

 

(99.15) Co-Lender Agreement, dated as of February 2,2022, by and between SPREF WH IV LLC, as initial note A-1 holder, SPREF WH IVLLC, as initial note A-2 holder, SPREF WH IV LLC, as initial note A-3 holder,and SPREF WH IV LLC, as initial note A-4 holder, relating to the Pacific CastlePortfolio loan combination (filed as Exhibit 99.15 to the registrant's CurrentReport on Form 8-K filed on April 7, 2022 under SEC File No. 333-259741-02 andincorporated by reference herein).

 

(99.16) Co-Lender Agreement, dated as of February 1,2022, by and between Bank of Montreal, as initial note A-1 holder, Bank ofMontreal, as initial note A-2 holder, and Bank of Montreal, as initial note A-3holder, relating to the NYC MFRT Portfolio loan combination (filed as Exhibit99.16 to the registrant's Current Report on Form 8-K filed on April 7, 2022under SEC File No. 333-259741-02 and incorporated by reference herein).

 

(b)See (a) above.

 

(c) NotApplicable.

** **

**SIGNATURES**

 

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

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 29, 2024