**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K**

(Mark one)

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

**    For the fiscal year endedDecember 31, 2022OR**

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

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

 

 

 

**Commission file number:****333-259741-03**

 

**Central Index Key Number of the issuing entity:****0001920442**

 

**BANK 2022-BNK41**

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

 

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

 

**Morgan Stanley Capital I Inc.**

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

 

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

 

**Bank of America, National Association**

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

 

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

 

**Wells Fargo Bank, NationalAssociation**

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

 

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

 

**Morgan Stanley MortgageCapital Holdings LLC**

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

 

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

 

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

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

 

 

  

| **New York**                                                        | **38-4224549**

**38-4224550**

**38-7290310** |
|---------------------------------------------------------------------|------------------------------------------------|
| **(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:**

**(410) 884‐2000**

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

   

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

 

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

 

  NONE.

 

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

 

  Yes___ No X

 

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

 

  Yes___ No X

 

Note- Checking the box above will not relieve any registrant required to filereports pursuant to Section 13 or 15(d) of the Exchange Act from theirobligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all 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.

 

If securities are registered pursuant to Section 12(b)of the Act, indicate by check mark whether the financial statements of the

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

 

Not applicable.

 

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

 

Not applicable.

 

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

 

  Yes___ No X

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

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

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

The BANK 2022-BNK41 mortgage pool includesthe following mortgage loans, each of which is serviced pursuant to a separatepooling and servicing agreement (each, an “Outside Pooling and ServicingAgreement”):

 

•   the Constitution Centermortgage loan, which is serviced pursuant to the MSC 2022-L8 pooling andservicing agreement attached hereto as Exhibit 4.2;

 

•   the Life Science OfficePortfolio mortgage loan, which is serviced pursuant to the BANK 2022-BNK40pooling and servicing agreement attached hereto as Exhibit 4.3;

 

•   the 601 Lexington Avenue mortgage loan, which isserviced pursuant to the BXP 2021-601L trust and servicing agreement attachedhereto as Exhibit 4.4; 

•   the UCI Research Park Phases12 & 13 mortgage loan, which is serviced pursuant to the BANK 2022-BNK40pooling and servicing agreement attached hereto as Exhibit 4.3;

 

•   the Shearer's IndustrialPortfolio mortgage loan, which was serviced pursuant to the Benchmark 2022-B34pooling and servicing agreement attached hereto as Exhibit 4.5 (from 5/5/22 to5/11/22) and, following the securitization of the related lead servicing note,the Benchmark 2022-B35 pooling and servicing agreement attached hereto asExhibit 4.8 (from 5/12/22 to 12/31/22);

 

•   the Journal Squared Tower 2mortgage loan, which is serviced pursuant to the WFCM 2022-JS2 trust andservicing agreement attached hereto as Exhibit 4.6;

 

•   the ExchangeRight Net LeasedPortfolio #54 mortgage loan, which is serviced pursuant to the MSC 2022-L8pooling and servicing agreement attached hereto as Exhibit 4.2;

 

•   the Silver Sands PremiumOutlets mortgage loan, which is serviced pursuant to the BANK 2022-BNK40pooling and servicing agreement attached hereto as Exhibit 4.3; and

 

•   the ILPT Logistics Portfoliomortgage loan, which is serviced pursuant to the ILPT 2022-LPFX trust andservicing agreement attached hereto as Exhibit 4.7.

 

Except as set forth below, each of theparties to each pooling and servicing agreement listed in the Exhibit Indexboth (1) participates in the servicing function for purposes of Item 1122 ofRegulation AB and (2) constitutes a servicer that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB for purposes of Item 1123 ofRegulation AB:

 

•   The trustee under a poolingand servicing agreement has a nominal role with respect to the mortgage poolsecuritized pursuant to such pooling and servicing agreement.  Thetrustee’s only servicing function is the contingent obligation to make certainadvances if the master servicer under such pooling and servicing agreementfails to do so, while all other servicing functions are performed by other parties. The trustee under each of the pooling and servicing agreements listed in theExhibit Index has confirmed to the registrant that it has not made any suchcontingent advances during the reporting period, and consequently, each suchtrustee does not participate in the servicing function for purposes of Item1122 of Regulation AB, nor does it perform the functions of a servicer forpurposes of the definition of “servicer” under Item 1101 of Regulation AB orfor purposes of Item 1123 of Regulation AB.

 

•   The certificate administratorunder a pooling and servicing agreement performs various payment administrationfunctions solely for the securitization governed by such pooling and servicingagreement and the mortgage pool securitized pursuant to such pooling andservicing agreement and does not have any obligations with respect to any othertransaction.  Consequently, the certificate administrator under an OutsidePooling and Servicing Agreement does not participate in the servicing functionfor purposes of Item 1122 of Regulation AB, nor does it perform the functionsof a servicer for purposes of the definition of “servicer” under Item 1101 ofRegulation AB or for purposes of Item 1123 of Regulation AB.

 

•   The operating advisor under apooling and servicing agreement represents the interests of seniorcertificateholders in the transaction governed by such pooling and servicingagreement and is responsible for monitoring the performance of the specialservicer under such pooling and servicing agreement and producing certainreports to certificateholders relating to the resolution of the mortgage poolsecuritized pursuant to such pooling and servicing agreement.  Theoperating advisor under a pooling and servicing agreement does not have anyobligations with respect to any other transaction and is solely obligated toperform loan reporting functions with respect to the securitization governed bysuch pooling and servicing agreement.  Consequently, the operating advisorunder an Outside Pooling and Servicing Agreement neither participates in theservicing function for purposes of Item 1122 of Regulation AB nor performs thefunctions of a servicer for purposes of the definition of “servicer” under Item1101 of Regulation AB or for purposes of Item 1123 of Regulation AB.  Inaddition, while the operating advisor under a pooling and servicing agreementhas certain reporting obligations in respect of the related mortgage pool, ithas no obligation to collect or disburse funds in respect of the mortgage poolor to administer any of the underlying mortgage loans.  Consequently, theoperating advisor under a pooling and servicing agreement participates in theservicing function for purposes of Item 1122 of Regulation AB, but is notresponsible for the “management or collection of the pool assets or makingallocations or distributions to holders of the asset-backed securities” withinthe meaning of “servicer” under Item 1101 of Regulation AB and does not performthe functions of a servicer for purposes of Item 1123 of Regulation AB. 

 

•   The asset representationsreviewer under a pooling and servicing agreement has a limited obligation toreview certain delinquent mortgage loans after a specified delinquencythreshold has been met and the required percentage of certificateholders voteto direct a review of such delinquent mortgage loans, and has no obligation tocollect or disburse funds in respect of the mortgage pool, to administer any ofthe underlying mortgage loans or to perform any servicing function.  Consequently,the asset representations reviewer under a pooling and servicing agreement doesnot participate in the servicing function for purposes of Item 1122 ofRegulation AB, is not responsible for the “management or collection of the poolassets or making allocations or distributions to holders of the asset-backedsecurities” within the meaning of “servicer” under Item 1101 of Regulation ABand does not perform the functions of a servicer for purposes of Item 1123 ofRegulation AB.

 

•   National Cooperative Bank,N.A. as NCB master servicer and NCB special servicer under the BANK 2022-BNK40pooling and servicing agreement, only has obligations in respect of certainmortgage loans sold to the BANK 2022-BNK40 securitization trust by NationalCooperative Bank, N.A. Such party has no obligations with respect to anymortgage loan included in the BANK 2022-BNK41 mortgage pool and therefore insuch capacity does not constitute a reporting “servicing function participant”for purposes of Item 1122 of Regulation AB, as specified in the Instruction 3to Item 1122, and does not constitute a reporting “servicer” for purposes ofItem 1123 of Regulation AB, as specified in the Instruction to Item 1123.

 

•   KeyBank National Associationis the master servicer under the Benchmark 2022-B34 pooling and servicingagreement, pursuant to which the Shearer's Industrial Portfolio mortgage loanwas serviced until May 11, 2022, and is the master servicer under the Benchmark2022-B35 pooling and servicing agreement pursuant to which the Shearer’sIndustrial Portfolio mortgage loan is currently serviced.  Because KeyBankNational Association is not the BANK 2022-BNK41master servicer, is not affiliated with any sponsor and serviced only theShearer's Industrial Portfolio mortgage loan, which constitutes less than 5% ofthe mortgage pool, KeyBank National Association,as Benchmark 2022-B34 master servicer and Benchmark 2022-B35 master servicer,does not constitute a reporting “servicing function participant” for purposesof Item 1122 of Regulation AB, as specified in the Instruction 3 to Item 1122,and does not constitute a reporting “servicer” for purposes of Item 1123 ofRegulation AB, as specified in the Instruction to Item 1123.

 

•   Berkadia Commercial MortgageLLC is the servicer under the ILPT 2022-LPFX trust and servicing agreement,pursuant to which the ILPT Logistics Portfolio mortgage loan is serviced. Because Berkadia Commercial Mortgage LLC is not the BANK 2022-BNK41 masterservicer, is not affiliated with any sponsor and services only the ILPTLogistics Portfolio mortgage loan, which constitutes less than 5% of themortgage pool, Berkadia Commercial Mortgage LLC, as ILPT 2022-LPFX servicer,does not constitute a reporting “servicing function participant” for purposesof Item 1122 of Regulation AB, as specified in the Instruction 3 to Item 1122,and does not constitute a reporting “servicer” for purposes of Item 1123 ofRegulation AB, as specified in the Instruction to Item 1123.

 

•   Situs Holdings, LLC is thespecial servicer under the BXP 2021-601L trust and servicing agreement,pursuant to which the 601 Lexington Avenue mortgage loan is serviced, thespecial servicer under the WFCM 2022-JS2 trust and servicing agreement,pursuant to which the Journal Squared Tower 2 mortgage loan is serviced, andthe special servicer under the ILPT 2022-LPFX trust and servicing agreement,pursuant to which the ILPT Logistics Portfolio mortgage loan is serviced. Because Situs Holdings, LLC is not the BANK 2022-BNK41 special servicer, is notaffiliated with any sponsor and services only the 601 Lexington Avenue mortgageloan, the Journal Squared Tower 2 mortgage loan and the ILPT LogisticsPortfolio mortgage loan, which collectively constitute more than 5% but lessthan 10% of the mortgage pool, Situs Holdings, LLC, as BXP 2021-601L specialservicer, WFCM 2022-JS2 special servicer and ILPT 2022-LPFX special servicer,constitutes a reporting “servicing function participant” for purposes of Item1122 of Regulation AB, as specified in the Instruction 3 to Item 1122, but doesnot constitute a reporting “servicer” for purposes of Item 1123 of RegulationAB, as specified in the Instruction to Item 1123.

 

•   KeyBank National Association isthe special servicer under the Benchmark 2022-B35 pooling and servicingagreement, pursuant to which the Shearer's Industrial Portfolio mortgage loanis serviced.  Because KeyBank National Association is not the BANK 2022-BNK41 special servicer, is notaffiliated with any sponsor and services only the Shearer’s IndustrialPortfolio mortgage loan, which constitutes less than 5% of the mortgage pool, KeyBankNational Association, as Benchmark 2022-B35 specialservicer, does not constitute a reporting “servicing function participant” forpurposes of Item 1122 of Regulation AB, as specified in the Instruction 3 toItem 1122, and does not constitute a reporting “servicer” for purposes of Item1123 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 master servicer, engaged the services of CoreLogic Solutions, LLC as a servicingfunction participant in respect of the entire mortgage pool for the reportingperiod.

 

•  Wells Fargo Bank, National Association, as master servicer under the BANK2022-BNK40 pooling and servicing agreement, pursuant to which the Life ScienceOffice Portfolio mortgage loan, the UCI Research Park Phases 12 & 13mortgage loan and the Silver Sands Premium Outlets mortgage loan are serviced,engaged the services of CoreLogic Solutions, LLC as a servicing functionparticipant in respect of each such mortgage loan for the reporting period.

 

•  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, NationalAssociation, as servicer under the WFCM 2022-JS2 trust and servicing agreement,pursuant to which the Journal Squared Tower 2 mortgage loan is serviced,engaged the services of CoreLogic Solutions, LLC as a servicing functionparticipant in respect of the Journal Squared Tower 2 mortgage loan for thereporting period.

 

 

| **PART I**   |                            |
|-------------------|---------------------------------|
|              |                            |
| **Item 1.**  | **Business.**                   |
|              | Omitted.                        |
| **Item 1A.** | **Risk Factors.**          |
|              | Omitted.                        |
| **Item 1B.** | **Unresolved Staff  Comments.** |
|              | None.                           |
| **Item 2.**  | **Properties.**                 |
|              | Omitted.                        |
| **Item 3.**  | **Legal Proceedings.**     |
|              | Omitted.                        |
| **Item 4.**  | **Mine Safety Disclosures.**    |
|              | Omitted.                        |
|              |                            |   |

 

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

 

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

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

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

 

Notapplicable.

 

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

 

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,other than as follows:

 

Fromtime to time, CWCapital Asset Management LLC, a Delaware limited liabilitycompany (“CWCAM”), is a party to lawsuits and other legal proceedings as partof its duties as a special servicer (e.g., enforcement of loan obligations)and/or arising in the ordinary course of business. Other than as set forth inthe following paragraphs, there are currently no legal proceedings pending, andno legal proceedings known to be contemplated by governmental authorities,against CWCAM or of which any of its property is the subject, that are materialto the certificateholders.

 

OnDecember 17, 2015, U.S. Bank National Association, the trustee under fivepooling and servicing agreements for (i) Wachovia Bank Commercial MortgageTrust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2, (iii) Wachovia BankCommercial Mortgage Trust 2007-C31, (iv) ML-CFC Commercial Mortgage Trust2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenced a proceedingwith the Second Judicial District Court of Ramsey County, Minnesota (the “StateCourt”) for a declaratory judgment as to the proper allocation of certainproceeds (“Disputed Proceeds”) received by CWCAM in connection with the sale ofthe Peter Cooper Village and Stuyvesant Town property in New York, New Yorksecuring loans held by those trusts. CWCAM was the special servicer of suchproperty. The petition requests the State Court to instruct the trustee, thetrust beneficiaries, and any other interested parties as to the amount of theDisputed Proceeds, if any, that constitute penalty interest and/or the amountof the Disputed Proceeds, if any, that constitute gain-on-sale proceeds, withrespect to each trust. On February 24, 2016, CWCAM made a limited appearancewith the State Court to file a motion to dismiss this proceeding based on lackof jurisdiction, mootness, standing and forum non conveniens. On July 19, 2016,the State Court denied CWCAM’s motion to dismiss. On July 22, 2016, the actionwas removed to federal court in Minnesota (“Federal Court”). On October 21,2016, the Federal Court held a hearing on the motion to transfer the action tothe United States District Court for the Southern District of New York (“SDNYCourt”), a motion to remand to state court and a motion to hear CWCAM’s requestfor reconsideration of the motion to dismiss. On March 14, 2017, the FederalCourt reserved the determination on the motion to hear CWCAM’s request forreconsideration of the motion to dismiss, denied the motion to remand thematter to state court and granted the motion to transfer the proceeding to theSDNY Court. Cross motions for judgment on the pleadings were filed but the SDNYCourt was unable to decide the case based on the pleadings and the SDNY Courtordered discovery. All fact discovery was completed in December, 2018 andexpert discovery was completed on March 15, 2019. The parties submitted crossmotions for summary judgment, and on March 19, 2020, the SDNY Court entered anopinion and order in which it granted summary judgment in CWCAM’s favor andheld that CWCAM was entitled to the entire amount of penalty interest and thatCWCAM’s determination of Yield Maintenance was correct. In the 127-pageopinion, the SDNY Court found for CWCAM on every issue presented by thetrustee’s petition, namely, that the funds in dispute constitute penaltyinterest and yield maintenance, not gain-on-sale proceeds, and that the amount ofpenalty interest and yield maintenance was correctly calculated. An appeal ofthe SDNY Court’s decision was taken on April 29, 2020. Oral argument on theappeal occurred on June 21, 2021. On July 14, 2022, the Second Circuit entereda decision affirming in part and reversing in part the SDNY Court’s decisionand remanding to the SDNY Court for further proceedings. The Second Circuitaffirmed the SDNY’s Court holding that Penalty Interest and Yield Maintenanceare paid before Gain-On-Sale Proceeds. The Second Circuit reversed and remandedfor further proceedings that portion of the SDNY Court’s decision related toapproximately $67.2 million in interest on advances. On January 13, 2023, theparties entered into a settlement agreement, in which (among other things) theyagreed to stipulate that the amount of interest on advances that accrued on orbefore June 3, 2014 is $27.5 million, and that CWCAM would pay that amount intoescrow for distribution to certificateholders upon the entry of an order by theCourt approving the settlement. U.S. Bank National Association, as Trustee forthe trusts, provided notice of the settlement to all parties in interest via anotice program approved by the Court. A hearing on the settlement is scheduledfor March 16, 2023.

 

OnDecember 1, 2017, a complaint against CWCAM and others was filed in the UnitedStates District Court for the Southern District of New York styled as CWCapitalCobalt Vr Ltd. v. CWCapital Investments LLC, et al., No. 17-cv-9463 (the“Original Complaint”). The gravamen of the Original Complaint alleged breachesof a contract and fiduciary duties by CWCAM’s affiliate, CWCapital InvestmentsLLC in its capacity as collateral manager for the collateralized debtobligation transaction involving CWCapital Cobalt Vr, Ltd. In total, there are14 counts pled in the Original Complaint. Of those 14, 5 claims were assertedagainst CWCAM for aiding and abetting breach of fiduciary duty, conversion andunjust enrichment. On May 23, 2018, the Original Complaint was dismissed forlack of subject matter jurisdiction. On June 28, 2018, CWCapital Cobalt Vr Ltd.filed a substantially similar complaint in the Supreme Court of the State ofNew York, County of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapitalInvestments LLC, et al., Index No. 653277/2018 (the “New Complaint”). Thegravamen of the New Complaint is the same as the previous complaint filed inthe United State District Court for the Southern District of New York. In totalthere are 16 counts pled in the New Complaint. Of those 16 counts, 5 claimswere asserted against CWCAM for aiding and abetting breach of fiduciary duty,conversion and unjust enrichment, 1 count seeks a declaratory judgement thatthe plaintiff has the right to enforce the contracts in question and 1 countseeks an injunction requiring the defendants to recognize the plaintiff as thedirecting holder for the trusts in question. On January 11, 2019, the plaintiffdismissed with prejudice the declaratory judgment and injunction counts. TheNew Complaint and related summons was not served on the defendants until July13, 2018 and July 16, 2018. The plaintiff’s motion for a preliminary injunctionwas denied by the court on July 31, 2018. On August 3, 2018, the defendants,including CWCAM, filed a motion to dismiss the New Complaint in its entirety.On August 20, 2019, the court entered an order granting defendants’ motionalmost in its entirety, dismissing 11 of the 16 counts and partially dismissing2 additional counts. Of the remaining counts, 2 are asserted against CWCAM foraiding and abetting breach of fiduciary duty and unjust enrichment. OnSeptember 19, 2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relatingto the August 20, 2019 dismissal order and on September 26, 2019, filed an amendedcomplaint against CWCI and CWCAM attempting to address deficiencies relating tocertain of the claims dismissed by the August 20, 2019 order. CWCI and CWCAMfiled its Motion to Dismiss the amended complaint on October 28, 2019. Thecourt heard argument on the Motion to Dismiss the amended complaint on January22, 2020 and on October 23, 2020, the court granted the motion dismissing theamended claims. On November 30, 2020, CWCapital Cobalt Vr Ltd filed a notice ofappeal relating to the October 23, 2020 dismissal order. On April 27, 2021, theFirst Department affirmed the dismissal as to claims against CWCAM that werepart of the August 20, 2019 dismissal, but reversed the dismissal of two countsfor breach of the Collateral Management Agreement against CWCI. CWCI soughtleave to file an appeal of the decision. The plaintiff also sought leave toappeal the dismissal of the claims against CWCAM. Both requests for leave weredenied by the First Department. On May 15, 2020, CWCI and CWCAM filed a motionto renew its motion to dismiss as to 4 of the remaining counts (including theremaining two counts against CWCAM for aiding and abetting breach of fiduciaryduty and unjust enrichment), based on a decision entered by Judge Failla in atrust instruction proceeding in the US District Court for the Southern Districtof New York awarding summary judgment in favor of CWCAM. On September 7, 2021,the court denied the motion to renew. CWCI and CWCAM filed a notice of appeal,which they perfected by the filing of their opening brief on July 1, 2022. OnNovember 15, 2022, the First Department affirmed the court’s denial of themotion to renew. On October 1, 2021, CWCI and CWCAM moved to reargue the denialof the motion to renew (or alternatively, the motion to dismiss) with respectto certain of Cobalt’s claims, including the remaining 2 claims against CWCAM,based on the First Department’s April 27, 2021 decision. On March 24, 2022, thecourt denied the relief sought in the motion to reargue. CWCI and CWCAM haveappealed the court’s decision on the motion to reargue and filed their openingbrief on July 11, 2022. The appeal was dismissed as being nonappealable onAugust 30, 2022. CWCAM believes that it has performed its obligations under therelated pooling and servicing agreements in good faith and the remainingallegations in the New Complaint are without merit.

 

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

 

Theinformation regarding this Item has been provided previously in an annualreport on Form 10-K of the issuing entity or in the prospectus of the issuingentity filed in a 424(b)(2) filing dated May 5, 2022. Inaddition, Computershare Trust Company, National Association, the certificateadministrator and custodian under the Benchmark 2022-B35 pooling and servicingagreement, pursuant to which the Shearer's Industrial Portfolio mortgage loanis serviced, is also the certificate administrator and custodian under the BANK2022-BNK41 pooling and servicing agreement, the certificate administrator andcustodian under each Outside Pooling and Servicing Agreement and thetrustee under the BXP 2021-601L trust and servicing agreement, pursuant towhich the 601 Lexington Avenue mortgage loan is serviced, and the WFCM 2022-JS2trust and servicing agreement,

pursuantto which the Journal Squared Tower 2 mortgage loan is serviced.

 

**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)Poolingand Servicing Agreement, dated as of May 1, 2022, between Morgan StanleyCapital I Inc., as depositor, Wells Fargo Bank, National Association, asgeneral master servicer, Rialto Capital Advisors, LLC, as general specialservicer, National Cooperative Bank, N.A., as NCB master servicer and as NCBspecial servicer, Computershare Trust Company, National Association, ascertificate administrator, Wilmington Trust, National Association, as trustee,and Pentalpha Surveillance LLC, as operating advisor and as assetrepresentations reviewer (filed as Exhibit 4.1 to the registrant's CurrentReport on Form 8-K/A filed on January 19, 2023 under SEC File No. 333-259741-03and incorporated by reference herein).

 

(4.2)Poolingand Servicing Agreement, dated as of April 1, 2022, between Morgan StanleyCapital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank,National Association, as master servicer, LNR Partners, LLC, as specialservicer, Computershare Trust Company, National Association, as certificateadministrator, Wilmington Trust, National Association, as trustee, and ParkBridge Lender Services LLC, as operating advisor and asset representationsreviewer, relating to the MSC 2022-L8 securitization transaction, pursuant towhich the Constitution Center and ExchangeRight Net Leased Portfolio #54Mortgage Loans are serviced (filed as Exhibit 4.2 to the registrant's CurrentReport on Form 8-K/A filed on January 19, 2023 under SEC File No. 333-259741-03and incorporated by reference herein).

 

(4.3)Poolingand Servicing Agreement, dated as of March 1, 2022, between Wells FargoCommercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, NationalAssociation, as general master servicer, CWCapital Asset Management LLC, asgeneral special servicer, National Cooperative Bank, N.A., as NCB masterservicer and as NCB special servicer, Computershare Trust Company, N.A., ascertificate administrator, Wilmington Trust, National Association, as trustee,and Pentalpha Surveillance LLC, as operating advisor and as assetrepresentations reviewer, relating to the BANK 2022-BNK40 securitizationtransaction, pursuant to which the Life Science Office Portfolio, UCI ResearchPark Phases 12 & 13, and Silver Sands Premium Outlets Mortgage Loans areserviced (filed as Exhibit 4.3 to the registrant's Current Report on Form 8-Kfiled on May 5, 2022 under SEC File No. 333-259741-03 and incorporated byreference herein).

 

(4.4)Trustand Servicing Agreement, dated as of December 29, 2021, between Wells FargoCommercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, NationalAssociation, as servicer, Situs Holdings, LLC, as special servicer, andComputershare Trust Company, National Association, as certificate administratorand trustee, relating to the BXP 2021-601L securitization transaction, pursuantto which the 601 Lexington Avenue Mortgage Loan is serviced (filed as Exhibit4.4 to the registrant's Current Report on Form 8-K filed on May 5, 2022 underSEC File No. 333-259741-03 and incorporated by reference herein).

 

(4.5)Poolingand Servicing Agreement, dated as of April 1, 2022, between Deutsche Mortgage& Asset Receiving Corporation, as depositor, KeyBank National Association,as master servicer, LNR Partners, LLC, as special servicer, Wilmington Trust,National Association, as trustee, Computershare Trust Company, N.A., ascertificate administrator, paying agent and custodian, and Park Bridge LenderServices LLC, as operating advisor and as asset representations reviewer,relating to the Benchmark 2022-B34 securitization transaction, pursuant towhich the Shearer's Industrial Portfolio Mortgage Loan was serviced from 5/5/22to 5/11/22 (filed as Exhibit 4.5 to the registrant's Current Report on Form8-K/A filed on January 19, 2023 under SEC File No. 333-259741-03 andincorporated by reference herein).

 

(4.6)Trustand Servicing Agreement, dated as of January 27, 2022, between Wells FargoCommercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, NationalAssociation, as servicer, Situs Holdings, LLC, as special servicer,Computershare Trust Company, N.A., as certificate administrator and trustee,and Park Bridge Lender Services LLC, as operating advisor, relating to the WFCM2022-JS2 securitization transaction, pursuant to which the Journal SquaredTower 2 Mortgage Loan is serviced (filed as Exhibit 4.6 to the registrant'sCurrent Report on Form 8-K filed on May 5, 2022 under SEC File No.333-259741-03 and incorporated by reference herein).

 

(4.7)Trustand Servicing Agreement, dated as of March 6, 2022, between CitigroupCommercial Mortgage Securities Inc., as depositor, Berkadia Commercial MortgageLLC, as servicer, Situs Holdings, LLC as special servicer, Wilmington Trust,National Association, as trustee, Computershare Trust Company, NationalAssociation, as certificate administrator, and Park Bridge Lender Services LLC,as operating advisor, relating to the ILPT 2022-LPFX securitizationtransaction, pursuant to which the ILPT Logistics Portfolio Mortgage Loan isserviced (filed as Exhibit 4.7 to the registrant's Current Report on Form 8-Kfiled on May 5, 2022 under SEC File No. 333-259741-03 and incorporated byreference herein).

 

(4.8)Poolingand Servicing Agreement, dated as of May 1, 2022, between Citigroup Commercial MortgageSecurities Inc., as depositor, KeyBank National Association, as master servicerand as special servicer, Computershare Trust Company, National Association, ascertificate administrator, Wilmington Trust, National Association, as trustee,and Park Bridge Lender Services LLC, as operating advisor and as assetrepresentations reviewer, relating to the Benchmark 2022-B35 securitizationtransaction, pursuant to which the Shearer's Industrial Portfolio Mortgage Loanwas serviced from 5/12/22 to 12/31/22 (filed as Exhibit 4.8 to the registrant'sCurrent Report on Form 8-K filed on May 17, 2022 under SEC File No.333-259741-03 and incorporated by reference herein).

 

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

 

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

 

33.1Computershare Trust Company, National Association,as Certificate Administrator

 

33.2Computershare Trust Company, National Association,as Custodian

 

33.3Wells Fargo Bank, National Association, as MasterServicer

 

33.4National Cooperative Bank, N.A., as NCB MasterServicer

 

33.5Rialto Capital Advisors, LLC, as Special Servicer

 

33.6National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 33.4)

 

33.7Pentalpha Surveillance LLC, as Operating Advisor

 

33.8CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

33.9Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2022-L8 securitization,pursuant to which the following mortgage loans were serviced by such party:Constitution Center (from 5/5/22 to 12/31/22), ExchangeRight Net LeasedPortfolio #54 (from 5/5/22 to 12/31/22)

 

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: Life Science OfficePortfolio (from 5/5/22 to 12/31/22), UCI Research Park Phases 12 & 13 (from5/5/22 to 12/31/22, Silver Sands Premium Outlets (from 5/5/22 to 12/31/22) (seeExhibit 33.3)

 

33.11CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Life Science OfficePortfolio (from 5/5/22 to 12/31/22), UCI Research Park Phases 12 & 13 (from5/5/22 to 12/31/22, Silver Sands Premium Outlets (from 5/5/22 to 12/31/22) (seeExhibit 33.8)

 

33.12Wells 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 5/5/22 to 12/31/22) (see Exhibit 33.3)

 

33.13CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BXP 2021-601L securitization, pursuant to which the followingmortgage loans were serviced by such party: 601 Lexington Avenue (from 5/5/22to 12/31/22) (see Exhibit 33.8)

 

33.14Wells Fargo Bank, National Association, as MasterServicer under the WFCM 2022-JS2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Journal Squared Tower 2(from 5/5/22 to 12/31/22) (see Exhibit 33.3)

 

33.15CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the WFCM 2022-JS2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Journal Squared Tower 2(from 5/5/22 to 12/31/22) (see Exhibit 33.8)

 

33.16LNR Partners, LLC, as Special Servicer under theMSC 2022-L8 securitization, pursuant to which the following mortgage loans wereserviced by such party: Constitution Center (from 5/5/22 to 12/31/22),ExchangeRight Net Leased Portfolio #54 (from 5/5/22 to 12/31/22)

 

33.17CWCapital Asset Management LLC, as SpecialServicer under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Life Science OfficePortfolio (from 5/5/22 to 12/31/22), UCI Research Park Phases 12 & 13 (from5/5/22 to 12/31/22, Silver Sands Premium Outlets (from 5/5/22 to 12/31/22)

 

33.18Situs 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 5/5/22 to 12/31/22)

 

33.19LNR Partners, LLC, as Special Servicer under theBenchmark 2022-B34 securitization, pursuant to which the following mortgageloans were serviced by such party: Shearer's Industrial Portfolio (from 5/5/22to 5/11/22) (see Exhibit 33.16)

 

33.20Situs Holdings, LLC, as Special Servicer under theWFCM 2022-JS2 securitization, pursuant to which the following mortgage loanswere serviced by such party: Journal Squared Tower 2 (from 5/5/22 to 12/31/22)(see Exhibit 33.18)

 

33.21Situs 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 5/5/22 to 12/31/22)(see Exhibit 33.18)

 

33.22Computershare Trust Company, National Association,as Custodian under the MSC 2022-L8 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Constitution Center (from5/5/22 to 12/31/22), ExchangeRight Net Leased Portfolio #54 (from 5/5/22 to12/31/22) (see Exhibit 33.2)

 

33.23Computershare Trust Company, National Association,as Custodian under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Life Science OfficePortfolio (from 5/5/22 to 12/31/22), UCI Research Park Phases 12 & 13 (from5/5/22 to 12/31/22, Silver Sands Premium Outlets (from 5/5/22 to 12/31/22) (seeExhibit 33.2)

 

33.24Computershare 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 5/5/22 to 12/31/22) (see Exhibit 33.2)

 

33.25Computershare Trust Company, National Association,as Custodian under the Benchmark 2022-B34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Shearer's IndustrialPortfolio (from 5/5/22 to 5/11/22) (see Exhibit 33.2)

 

33.26Computershare Trust Company, National Association,as Custodian under the Benchmark 2022-B35 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Shearer's IndustrialPortfolio (from 5/12/22 to 12/31/22) (see Exhibit 33.2)

 

33.27Computershare Trust Company, National Association,as Custodian under the WFCM 2022-JS2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Journal Squared Tower 2(from 5/5/22 to 12/31/22) (see Exhibit 33.2)

 

33.28Computershare 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 5/5/22 to 12/31/22) (see Exhibit 33.2)

 

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

 

34.1Computershare Trust Company, National Association,as Certificate Administrator

 

34.2Computershare Trust Company, National Association,as Custodian

 

34.3Wells Fargo Bank, National Association, as MasterServicer

 

34.4National Cooperative Bank, N.A., as NCB MasterServicer

 

34.5Rialto Capital Advisors, LLC, as Special Servicer

 

34.6National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 34.4)

 

34.7Pentalpha Surveillance LLC, as Operating Advisor

 

34.8CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

34.9Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2022-L8 securitization,pursuant to which the following mortgage loans were serviced by such party:Constitution Center (from 5/5/22 to 12/31/22), ExchangeRight Net LeasedPortfolio #54 (from 5/5/22 to 12/31/22)

 

34.10Wells Fargo Bank, National Association, as Master Servicerunder the BANK 2022-BNK40 securitization, pursuant to which the followingmortgage loans were serviced by such party: Life Science Office Portfolio (from5/5/22 to 12/31/22), UCI Research Park Phases 12 & 13 (from 5/5/22 to12/31/22, Silver Sands Premium Outlets (from 5/5/22 to 12/31/22) (see Exhibit34.3)

 

34.11CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Life Science OfficePortfolio (from 5/5/22 to 12/31/22), UCI Research Park Phases 12 & 13 (from5/5/22 to 12/31/22, Silver Sands Premium Outlets (from 5/5/22 to 12/31/22) (seeExhibit 34.8)

 

34.12Wells 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 5/5/22 to 12/31/22) (see Exhibit 34.3)

 

34.13CoreLogic 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 5/5/22 to 12/31/22) (see Exhibit 34.8)

 

34.14Wells Fargo Bank, National Association, as MasterServicer under the WFCM 2022-JS2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Journal Squared Tower 2(from 5/5/22 to 12/31/22) (see Exhibit 34.3)

 

34.15CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the WFCM 2022-JS2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Journal Squared Tower 2(from 5/5/22 to 12/31/22) (see Exhibit 34.8)

 

34.16LNR Partners, LLC, as Special Servicer under theMSC 2022-L8 securitization, pursuant to which the following mortgage loans wereserviced by such party: Constitution Center (from 5/5/22 to 12/31/22),ExchangeRight Net Leased Portfolio #54 (from 5/5/22 to 12/31/22)

 

34.17CWCapital Asset Management LLC, as SpecialServicer under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Life Science OfficePortfolio (from 5/5/22 to 12/31/22), UCI Research Park Phases 12 & 13 (from5/5/22 to 12/31/22, Silver Sands Premium Outlets (from 5/5/22 to 12/31/22)

 

34.18Situs 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 5/5/22 to 12/31/22)

 

34.19LNR Partners, LLC, as Special Servicer under theBenchmark 2022-B34 securitization, pursuant to which the following mortgageloans were serviced by such party: Shearer's Industrial Portfolio (from 5/5/22to 5/11/22) (see Exhibit 34.16)

 

34.20Situs Holdings, LLC, as Special Servicer under theWFCM 2022-JS2 securitization, pursuant to which the following mortgage loanswere serviced by such party: Journal Squared Tower 2 (from 5/5/22 to 12/31/22)(see Exhibit 34.18)

 

34.21Situs 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 5/5/22 to 12/31/22)(see Exhibit 34.18)

 

34.22Computershare Trust Company, National Association,as Custodian under the MSC 2022-L8 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Constitution Center (from5/5/22 to 12/31/22), ExchangeRight Net Leased Portfolio #54 (from 5/5/22 to12/31/22) (see Exhibit 34.2)

 

34.23Computershare Trust Company, National Association,as Custodian under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Life Science OfficePortfolio (from 5/5/22 to 12/31/22), UCI Research Park Phases 12 & 13 (from5/5/22 to 12/31/22, Silver Sands Premium Outlets (from 5/5/22 to 12/31/22) (seeExhibit 34.2)

 

34.24Computershare 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 5/5/22 to 12/31/22) (see Exhibit 34.2)

 

34.25Computershare Trust Company, National Association,as Custodian under the Benchmark 2022-B34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Shearer's IndustrialPortfolio (from 5/5/22 to 5/11/22) (see Exhibit 34.2)

 

34.26Computershare Trust Company, National Association,as Custodian under the Benchmark 2022-B35 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Shearer's IndustrialPortfolio (from 5/12/22 to 12/31/22) (see Exhibit 34.2)

 

34.27Computershare Trust Company, National Association,as Custodian under the WFCM 2022-JS2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Journal Squared Tower 2(from 5/5/22 to 12/31/22) (see Exhibit 34.2)

 

34.28Computershare 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 5/5/22 to 12/31/22) (see Exhibit 34.2)

 

(35). Servicercompliance statement.

 

35.1Computershare Trust Company, National Association,as Certificate Administrator

 

35.2Computershare Trust Company, National Association,as Custodian

 

35.3Wells Fargo Bank, National Association, as MasterServicer

 

35.4National Cooperative Bank, N.A., as NCB MasterServicer

 

35.5Rialto Capital Advisors, LLC, as Special Servicer

 

35.6National Cooperative Bank, N.A., as NCB SpecialServicer (see Exhibit 35.4)

 

35.7Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2022-L8 securitization,pursuant to which the following mortgage loans were serviced by such party:Constitution Center (from 5/5/22 to 12/31/22), ExchangeRight Net LeasedPortfolio #54 (from 5/5/22 to 12/31/22)

 

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: Life Science OfficePortfolio (from 5/5/22 to 12/31/22), UCI Research Park Phases 12 & 13 (from5/5/22 to 12/31/22, Silver Sands Premium Outlets (from 5/5/22 to 12/31/22) (seeExhibit 35.3)

 

35.9Wells 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 5/5/22 to 12/31/22) (see Exhibit 35.3)

 

35.10Wells Fargo Bank, National Association, as MasterServicer under the WFCM 2022-JS2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Journal Squared Tower 2(from 5/5/22 to 12/31/22) (see Exhibit 35.3)

 

35.11LNR Partners, LLC, as Special Servicer under theMSC 2022-L8 securitization, pursuant to which the following mortgage loans wereserviced by such party: Constitution Center (from 5/5/22 to 12/31/22), ExchangeRightNet Leased Portfolio #54 (from 5/5/22 to 12/31/22)

 

35.12CWCapital Asset Management LLC, as SpecialServicer under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Life Science OfficePortfolio (from 5/5/22 to 12/31/22), UCI Research Park Phases 12 & 13 (from5/5/22 to 12/31/22, Silver Sands Premium Outlets (from 5/5/22 to 12/31/22)

 

35.13LNR Partners, LLC, as Special Servicer under theBenchmark 2022-B34 securitization, pursuant to which the following mortgageloans were serviced by such party: Shearer's Industrial Portfolio (from 5/5/22to 5/11/22) (see Exhibit 35.11)

 

35.14Computershare Trust Company, National Association,as Custodian under the MSC 2022-L8 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Constitution Center (from5/5/22 to 12/31/22), ExchangeRight Net Leased Portfolio #54 (from 5/5/22 to12/31/22) (see Exhibit 35.2)

 

35.15Computershare Trust Company, National Association,as Custodian under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Life Science OfficePortfolio (from 5/5/22 to 12/31/22), UCI Research Park Phases 12 & 13 (from5/5/22 to 12/31/22, Silver Sands Premium Outlets (from 5/5/22 to 12/31/22) (seeExhibit 35.2)

 

35.16Computershare 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 5/5/22 to 12/31/22) (see Exhibit 35.2)

 

35.17Computershare Trust Company, National Association,as Custodian under the Benchmark 2022-B34 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Shearer's IndustrialPortfolio (from 5/5/22 to 5/11/22) (see Exhibit 35.2)

 

35.18Computershare Trust Company, National Association,as Custodian under the Benchmark 2022-B35 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Shearer's IndustrialPortfolio (from 5/12/22 to 12/31/22) (see Exhibit 35.2)

 

35.19Computershare Trust Company, National Association,as Custodian under the WFCM 2022-JS2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Journal Squared Tower 2(from 5/5/22 to 12/31/22) (see Exhibit 35.2)

 

35.20Computershare 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 5/5/22 to 12/31/22) (see Exhibit 35.2)

 

(99.1)MortgageLoan Purchase Agreement, dated as of April 25, 2022, between Morgan StanleyCapital I Inc. and Bank of America, National Association (filed as Exhibit 99.1to the registrant's Current Report on Form 8-K filed on May 5, 2022 under SECFile No. 333-259741-03 and incorporated by reference herein).

 

(99.2)MortgageLoan Purchase Agreement, dated as of April 25, 2022, between Morgan StanleyCapital I Inc. and Wells Fargo Bank, National Association  (filed asExhibit 99.2 to the registrant's Current Report on Form 8-K filed on May 5,2022 under SEC File No. 333-259741-03 and incorporated by reference herein).

 

(99.3)MortgageLoan Purchase Agreement, dated as of April 25, 2022, between Morgan StanleyCapital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filed as Exhibit99.3 to the registrant's Current Report on Form 8-K filed on May 5, 2022 underSEC File No. 333-259741-03 and incorporated by reference herein).

 

(99.4)MortgageLoan Purchase Agreement, dated as of April 25, 2022, between Morgan StanleyCapital I Inc. and National Cooperative Bank, N.A.  (filed as Exhibit 99.4to the registrant's Current Report on Form 8-K filed on May 5, 2022 under SECFile No. 333-259741-03 and incorporated by reference herein).

 

(99.5)IntercreditorAgreement, dated as of March 1, 2022, by and between Morgan Stanley Bank, N.A.,as note A-1 holder, as note A-2 holder, as note A-3 holder, as note A-4 holder,as note A-5 holder, as note A-6 holder, as note A-7 holder, as note A-8 holderand as note A-9 holder, Sun Life Assurance Company of Canada, as note B-1holder, Sun Life Insurance (Canada) Limited, as note B-2 holder, and Sun LifeHong Kong Limited, as note B-3 holder, relating to the Constitution Center loancombination (filed as Exhibit 99.5 to the registrant's Current Report on Form8-K filed on May 5, 2022 under SEC File No. 333-259741-03 and incorporated byreference herein).

 

(99.6)AgreementBetween Note Holders, dated as of May 5, 2022, by and between Wells Fargo Bank,National Association, as initial note A-1 holder, Wells Fargo Bank, NationalAssociation, as initial note A-2 holder, and Wells Fargo Bank, NationalAssociation, as initial note A-3 holder, relating to the Dallas Design Districtloan combination (filed as Exhibit 99.6 to the registrant's Current Report onForm 8-K filed on May 5, 2022 under SEC File No. 333-259741-03 and incorporatedby reference herein). 

 

(99.7)AgreementBetween Note Holders, dated as of February 10, 2022, by and between Wells FargoBank, National Association, as initial note A-1-1 holder, Wells Fargo Bank,National Association, as initial note A-1-2 holder, Bank of America, NationalAssociation, as initial note A-2 holder, and Bank of America, NationalAssociation, as initial note A-3 holder, relating to the Life Science OfficePortfolio loan combination (filed as Exhibit 99.7 to the registrant's CurrentReport on Form 8-K filed on May 5, 2022 under SEC File No. 333-259741-03 andincorporated by reference herein).

 

(99.8)Co-LenderAgreement, dated as of December 29, 2021, by and between Wells Fargo Bank,National Association, as initial note holder of note A-1-S1, note A-1-C1, noteA-1-C2, note A-1-C3, note A-1-C4 and note B-1, DBR Investments Co. Limited, asinitial note holder of note A-2-S1, note A-2-C1, note A-2-C2, note A-2-C3, noteA-2-C4 and note B-2, Morgan Stanley Bank, National Association, as initial noteholder of note A-3-S1, note A-3-C1, note A-3-C2, note A-3-C3, note A-3-C4 andnote B-3, and Citi Real Estate Funding Inc., as initial note holder of noteA-4-S1, note A-4-C1, note A-4-C2, note A-4-C3, note A-4-C4 and note B-4,relating to the 601 Lexington Avenue loan combination (filed as Exhibit 99.8 tothe registrant's Current Report on Form 8-K filed on May 5, 2022 under SEC FileNo. 333-259741-03 and incorporated by reference herein).

 

(99.9)AgreementBetween Note Holders, dated as of February 4, 2022, by and between Bank ofAmerica, N.A., as initial note A-1 holder, and Bank of America, N.A., asinitial note A-2 holder, and Bank of America, N.A., as initial note A-3 holder,relating to the UCI Research Park Phases 12 & 13 loan combination (filed asExhibit 99.9 to the registrant's Current Report on Form 8-K filed on May 5,2022 under SEC File No. 333-259741-03 and incorporated by reference herein).

 

(99.10)AgreementBetween Note Holders, dated as of March 9, 2022, by and between Bank ofAmerica, N.A., as initial note A-1 holder and initial note A-2 holder, andColumn Financial, Inc., as initial note A-3 holder, relating to the NorfolkPremium Outlets loan combination (filed as Exhibit 99.10 to the registrant'sCurrent Report on Form 8-K filed on May 5, 2022 under SEC File No.333-259741-03 and incorporated by reference herein).

 

(99.11)Co-LenderAgreement, dated April 6, 2022, by and among Goldman Sachs Bank USA, as initialholder of Note A-1-1, Goldman Sachs Bank USA, as initial holder of Note A-1-2,Goldman Sachs Bank USA, as initial holder of Note A-1-3, and Wells Fargo Bank,National Association, as initial holder of Note A-2, relating to the Shearer’sIndustrial Portfolio loan combination (filed as Exhibit 99.11 to theregistrant's Current Report on Form 8-K filed on May 5, 2022 under SEC File No.333-259741-03 and incorporated by reference herein).

 

(99.12)Co-LenderAgreement, dated as of November 30, 2021, by and among Wells Fargo Bank,National Association, as initial note holder of note A-1 and note B, WellsFargo Bank, National Association, as initial note holder of note A-2, WellsFargo Bank, National Association, as initial note holder of note A-3, and WellsFargo Bank, National Association, as initial note holder of note A-4, relatingto the Journal Squared Tower 2 loan combination (filed as Exhibit 99.12 to theregistrant's Current Report on Form 8-K filed on May 5, 2022 under SEC File No.333-259741-03 and incorporated by reference herein). 

 

(99.13)AgreementBetween Note Holders, dated as of April 7, 2022, between Morgan Stanley Bank,N.A., as initial note A-1 holder, Morgan Stanley Bank, N.A., as initial noteA-2 holder, and Morgan Stanley Mortgage Capital Holdings LLC, as initial agent,relating to the ExchangeRight Net Leased Portfolio #54 loan combination (filedas Exhibit 99.13 to the registrant's Current Report on Form 8-K filed on May 5,2022 under SEC File No. 333-259741-03 and incorporated by reference herein).

 

(99.14)AgreementBetween Note Holders, dated as of February 10, 2022, by and between Bank ofAmerica, N.A., as initial note A-1 holder, and JPMorgan Chase Bank, NationalAssociation, as initial note A-2 holder, and Bank of America, N.A., as initialnote A-3 holder, relating to the Silver Sands Premium Outlets loan combination(filed as Exhibit 99.14 to the registrant's Current Report on Form 8-K filed onMay 5, 2022 under SEC File No. 333-259741-03 and incorporated by referenceherein).

 

(99.15)AgreementBetween Noteholders, dated as of March 6, 2022, by and among Citi Real EstateFunding Inc., as initial note A-1-A holder, initial note A-2-A-1 holder andinitial note A-2-A-2 holder, UBS AG, New York Branch, as initial note A-1-Bholder, initial note A-2-B-1 holder, initial note A-2-B-2 holder and initialnote A-2-B-3 holder, Bank of America, N.A. as initial note A-1-C holder andinitial note A-2-C holder, Bank of Montreal, as initial note A-1-D holder andinitial note A-2-D holder, Morgan Stanley Bank, N.A., as initial note A-1-Eholder and initial A-2-E holder, and Citi Real Estate Funding Inc., as initialnote B-1 holder, UBS AG, New York Branch, as initial note B-2 holder, Bank ofAmerica, N.A. as initial note B-3 holder, Bank of Montreal, as initial note B-4holder, and Morgan Stanley Bank, N.A., as initial note B-5 holder, relating tothe ILPT Logistics Portfolio loan combination (filed as Exhibit 99.15 to theregistrant's Current Report on Form 8-K filed on May 5, 2022 under SEC File No.333-259741-03 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, 2023