**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

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

**For the fiscal year ended December 31, 2022or**

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

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-261279-01**

**Central Index Key Number of the issuing entity:0001902565**

**BANK 2022-BNK39**

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

** **

**Central Index Key Number of the depositor: 0001005007**

**Banc of America Merrill LynchCommercial Mortgage Inc.**

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

** **

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

**Bank of America, NationalAssociation**

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

** **

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

**Morgan Stanley Mortgage CapitalHoldings LLC**

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

** **

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

**Wells Fargo Bank, NationalAssociation**

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

** **

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

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

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

** **

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

**the issuing entity)** | **38-4209699**

**38-4209700**

**38-7274885**

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

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

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

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

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

**21045**

**(Zip Code)**

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

**(646) 855-3953**

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

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

 

 

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

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

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

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

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

Not applicable.

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

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

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

                                                                                                                                                       Emerging growthcompany                    o

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

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

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

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

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

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

Not applicable.

 

** **

**EXPLANATORY NOTES**

The 333 River Street Mortgage Loan, whichconstituted approximately 6.2% of the asset pool of the issuing entity as ofits cut-off date, is an asset of the issuing entity and is part of a loancombination that includes the 333 River Street Mortgage Loan and one other *paripassu* loan, which is not an asset of the issuing entity. This loancombination, including the 333 River Street Mortgage Loan, is being servicedand administered pursuant to the Pooling and Servicing Agreement, which isincorporated by reference as Exhibit 4.1 to this Annual Report on Form 10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the One North Wacker Mortgage Loan, whichconstituted approximately 3.2% of the asset pool of the issuing entity as ofits cut-off date.  The One North Wacker Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the One NorthWacker Mortgage Loan and six other *pari passu* loans, which are notassets of the issuing entity. A *pari passu* portion of the loancombination was securitized in the BANK 2021-BNK36 transaction, Commission FileNumber 333-228375-07 (the “BANK 2021-BNK36 Transaction”). This loancombination, including the One North Wacker Mortgage Loan, is being servicedand administered pursuant to the pooling and servicing agreement for the BANK2021-BNK36 Transaction, which is incorporated by reference as Exhibit 4.2 tothis Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the CX - 350 & 450 Water Street MortgageLoan, which constituted approximately 4.4% of the asset pool of the issuingentity as of its cut-off date.  The CX - 350 & 450 Water StreetMortgage Loan is an asset of the issuing entity and is part of a loancombination that includes the CX - 350 & 450 Water Street Mortgage Loan,eighteen other *pari passu* loans and four subordinate companion loans,which are not assets of the issuing entity. A *pari passu* portion of theloan combination was securitized in the CAMB 2021-CX2 Mortgage Trusttransaction (the “CAMB 2021-CX2 Transaction”). This loan combination,including the CX - 350 & 450 Water Street Mortgage Loan, is being servicedand administered pursuant to the trust and servicing agreement for the CAMB2021-CX2 Transaction, which is incorporated by reference as Exhibit 4.3 to thisAnnual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Park Avenue Plaza Mortgage Loan, whichconstituted approximately 2.9% of the asset pool of the issuing entity as ofits cut-off date.  The Park Avenue Plaza Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the Park AvenuePlaza Mortgage Loan, seven other *pari passu* loans and one subordinatecompanion loan, which are not assets of the issuing entity. A *pari passu*portion of the loan combination was securitized in the Morgan Stanley Capital ITrust 2021-PLZA transaction (the “MSC 2021-PLZA Transaction”). This loancombination, including the Park Avenue Plaza Mortgage Loan, is being servicedand administered pursuant to the trust and servicing agreement for the MSC2021-PLZA Transaction, which is incorporated by reference as Exhibit 4.4 tothis Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the 1201 Lake Robbins Mortgage Loan, whichconstituted approximately 2.1% of the asset pool of the issuing entity as ofits cut-off date.  The 1201 Lake Robbins Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the 1201 LakeRobbins Mortgage Loan and three other *pari passu* loans, which are notassets of the issuing entity. A *pari passu* portion of the loan combinationwas securitized in the BANK 2021-BNK37 transaction, Commission File Number333-257991-01 (the “BANK 2021-BNK37 Transaction”). This loancombination, including the 1201 Lake Robbins Mortgage Loan, is being servicedand administered pursuant to the pooling and servicing agreement for the BANK2021-BNK37 Transaction, which is incorporated by reference as Exhibit 4.5 tothis Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on the ExhibitIndex) with respect to the 601 Lexington Avenue Mortgage Loan, whichconstituted approximately 9.2% of the asset pool of the issuing entity as ofits cut-off date.  The 601 Lexington Avenue Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the 601Lexington Avenue Mortgage Loan, eighteen other *pari passu* loans and foursubordinate companion loans, which are not assets of the issuing entity. A *paripassu* portion of the loan combination was securitized in the BXP Trust2021-601L transaction (the “BXP Trust 2021-601L Transaction”). This loancombination, including the 601 Lexington Avenue Mortgage Loan, is beingserviced and administered pursuant to the trust and servicing agreement for theBXP Trust 2021-601L Transaction, which is incorporated by reference as Exhibit4.6 to this Annual Report on Form 10-K.

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

Wells Fargo Bank, NationalAssociation is the general master servicer of the mortgage loans serviced underthe Pooling and Servicing Agreement, the primary servicer of the 601 LexingtonAvenue Mortgage Loan, the One North Wacker Mortgage Loan and the 1201 LakeRobbins Mortgage Loan and the primary servicer and special servicer of the ParkAvenue Plaza Mortgage Loan. As a result, Wells Fargo Bank, National Associationis a “servicer” as defined in Item 1108(a)(2)(iii) of Regulation AB, in thecapacities described above, because it is servicing mortgage loans thatconstituted 10% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria,accountants’ attestation reports and servicer compliance statements deliveredby Wells Fargo Bank, National Association in the capacities described above arelisted in the Exhibit Index.

Wells Fargo Bank, NationalAssociation is the custodian of the CX - 350 & 450 Water Street MortgageLoan, the One North Wacker Mortgage Loan and the Park Avenue Plaza MortgageLoan.  As a result, Wells Fargo Bank, National Association is a servicingfunction participant in the capacities described above, because it is servicingmortgage loans that constituted 5% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria and accountants’ attestation reports delivered by Wells Fargo Bank,National Association in the capacities described above are listed in theExhibit Index.

Computershare Trust Company,National Association is the custodian of the mortgage loans serviced under thePooling and Servicing Agreement, the 601 Lexington Avenue Mortgage Loan and the1201 Lake Robbins Mortgage Loan.  As a result, Computershare TrustCompany, National Association is a servicing function participant in the capacitiesdescribed above, because it is servicing mortgage loans that constituted 5% ormore of the assets of the issuing entity as of its cut-off date. Theassessments of compliance with applicable servicing criteria and accountants’attestation reports delivered by Computershare Trust Company, NationalAssociation in the capacities described above are listed in the Exhibit Index.

Park Bridge Lender Services LLC isthe operating advisor of the mortgage loans serviced under the Pooling andServicing Agreement, the CX - 350 & 450 Water Street Mortgage Loan and the1201 Lake Robbins Mortgage Loan.  As a result, Park Bridge Lender ServicesLLC is a servicing function participant in the capacities described above,because it is servicing mortgage loans that constituted 5% or more of theassets of the issuing entity as of its cut-off date. The assessments ofcompliance with applicable servicing criteria and accountants’ attestationreports delivered by Park Bridge Lender Services LLC in the capacitiesdescribed above are listed in the Exhibit Index.

Situs Holdings, LLC is theexcluded special servicer of the mortgage loans serviced under the Pooling andServicing Agreement and the special servicer of the 601 Lexington AvenueMortgage Loan and the CX - 350 & 450 Water Street Mortgage Loan. As aresult, Situs Holdings, LLC is a “servicer” as defined in Item 1108(a)(2)(iii)of Regulation AB, in the capacities described above, because it is servicingmortgage loans that constituted 10% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria, accountants’ attestation reports and servicer compliance statementsdelivered by Situs Holdings, LLC in the capacities described above are listedin the Exhibit Index.

Computershare Trust Company,National Association acts as trustee of the 601 Lexington Avenue MortgageLoan.  Pursuant to the trust and servicing agreement for the BXP Trust2021-601L Transaction, the trustee is required to provide an assessment of compliancewith applicable servicing criteria solely with respect to Item 1122(d)(2)(iii)of Regulation AB (regarding advances of funds or guarantees regardingcollections, cash flows or distributions, and any interest or other feescharged for such advances, are made, reviewed and approved as specified in thetransaction agreements). However, during the reporting period, the trustee didnot perform any servicing function with respect to the servicing criteriaspecified in Item 1122(d)(2)(iii) of Regulation AB.  The master serviceror the special servicer, to the extent required, performed the servicingfunction identified with respect to Item 1122(d)(2)(iii) of Regulation AB, andeach such party included Item 1122(d)(2)(iii) of Regulation AB in the assessmentof compliance with applicable servicing criteria and accountant’s attestationreport for the subject transaction.  As a result, this Annual Report onForm 10-K does not include an assessment of compliance with applicableservicing criteria of the trustee. One or more other servicers of the 601Lexington Avenue Mortgage Loan have delivered one or more assessments ofcompliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

Wilmington Trust, NationalAssociation acts as trustee of  the mortgage loans serviced under thePooling and Servicing Agreement, the One North Wacker Mortgage Loan, the CX -350 & 450 Water Street Mortgage Loan, the Park Avenue Plaza Mortgage Loanand the 1201 Lake Robbins Mortgage Loan.  Pursuant to the Pooling and ServicingAgreement, the pooling and servicing agreement for the BANK 2021-BNK36Transaction, the trust and servicing agreement for the CAMB 2021-CX2Transaction, the trust and servicing agreement for the MSC 2021-PLZATransaction and the pooling and servicing agreement for the BANK 2021-BNK37Transaction, the trustee is required to provide an assessment of compliancewith applicable servicing criteria solely with respect to Item 1122(d)(2)(iii)of Regulation AB (regarding advances of funds or guarantees regarding collections,cash flows or distributions, and any interest or other fees charged for suchadvances, are made, reviewed and approved as specified in the transactionagreements). However, during the reporting period, the trustee did not performany servicing function with respect to the servicing criteria specified in Item1122(d)(2)(iii) of Regulation AB.  The master servicer or the specialservicer, to the extent required, performed the servicing function identifiedwith respect to Item 1122(d)(2)(iii) of Regulation AB, and each such partyincluded Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliancewith applicable servicing criteria and accountant’s attestation report for thesubject transaction.  As a result, this Annual Report on Form 10-K doesnot include an assessment of compliance with applicable servicing criteria ofthe trustee. One or more other servicers of  the mortgage loans servicedunder the Pooling and Servicing Agreement, the One North Wacker Mortgage Loan,the CX - 350 & 450 Water Street Mortgage Loan, the Park Avenue PlazaMortgage Loan and the 1201 Lake Robbins Mortgage Loan have delivered one ormore assessments of compliance with respect to Item 1122(d)(2)(iii) ofRegulation AB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Solutions, LLC.  Thisentity was engaged by the master servicer under the Pooling and ServicingAgreement and the primary servicer of the One North Wacker Mortgage Loan, thePark Avenue Plaza Mortgage Loan, the 1201 Lake Robbins Mortgage Loan and the601 Lexington Avenue Mortgage Loan to remit tax payments received from theescrow accounts of borrowers to local taxing authorities, to report tax amountsdue, to verify tax parcel information, and to verify non-escrow tax payments.These servicing functions are included within the servicing criteria set forthin Items 1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB.  Therefore,under the principles-based definition of “servicer” set forth in Item 1101(j)of Regulation AB that looks to the functions that an entity performs, thisvendor is a “servicer” for the purposes of Item 1122 of Regulation AB.  *See*Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

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

The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements of the certificate administrator of the 1201 Lake RobbinsMortgage Loan, the 601 Lexington Avenue Mortgage Loan, the One North Wacker MortgageLoan, the CX - 350 & 450 Water Street Mortgage Loan and the Park AvenuePlaza Mortgage Loan are omitted from this Annual Report on Form 10-K as thecertificate administrator pursuant to the related pooling and servicingagreement or trust and servicing agreement does not perform any activities thataddress servicing criteria with respect to the issuing entity and because theyare each not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through(iii) of Regulation AB.

With respect to the *pari passu*loan combinations that include the One North Wacker Mortgage Loan, the CX - 350& 450 Water Street Mortgage Loan and the 1201 Lake Robbins Mortgage Loan,(i) the reports on assessment of compliance with servicing criteria andattestation reports on assessment of compliance with servicing criteria ofRialto Capital Advisors, LLC as special servicer of the One North WackerMortgage Loan, Pentalpha Surveillance LLC as operating advisor of the One NorthWacker Mortgage Loan, KeyBank National Association as primary servicer of theCX - 350 & 450 Water Street Mortgage Loan and CWCapital Asset ManagementLLC as special servicer of the 1201 Lake Robbins Mortgage Loan, listed on theExhibit Index are omitted from this Annual Report on Form 10-K as they are notrequired to be included on this Annual Report on Form 10-K per Instruction 3 toItem 1122 of Regulation AB because they are parties performing activities thataddress servicing criteria relating to 5% or less of the assets of the issuingentity; and (ii) the servicer compliance statements of Rialto Capital Advisors,LLC as special servicer of the One North Wacker Mortgage Loan, KeyBank NationalAssociation as primary servicer of the CX - 350 & 450 Water Street MortgageLoan and CWCapital Asset Management LLC as special servicer of the 1201 LakeRobbins Mortgage Loan, listed on the Exhibit Index are omitted from this AnnualReport on Form 10-K as they are not required by Item 1123 of Regulation AB tobe included on this Annual Report on Form 10-K because they are each anunaffiliated party that is not a “servicer” that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB.

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

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

None.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6. **

[Reserved]

**Item 7.  Management’s Discussion and Analysis ofFinancial Condition and Results of Operations.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**Item 9B.  Other Information.**

None.

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

None.

**PART III**

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

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

**Item 1112(b) of Regulation AB, Significant Obligor FinancialInformation.**

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

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

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

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

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

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

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties, and thefollowing, with respect to CWCapital Asset Management LLC, as special servicer,and Wells Fargo Bank, National Association, as certificate administrator and ascustodian.

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

On December 17, 2015, U.S. Bank National Association, thetrustee under five pooling and servicing agreements for (i) Wachovia BankCommercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2,(iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC CommercialMortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenceda proceeding with the Second Judicial District Court of Ramsey County,Minnesota (the “State Court”) for a declaratory judgment as to the properallocation of certain proceeds (“Disputed Proceeds”) received by CWCAM inconnection with the sale of the Peter Cooper Village and Stuyvesant Townproperty in New York, New York securing loans held by those trusts.  CWCAMwas the special servicer of such property.  The petition requests theState Court to instruct the trustee, the trust beneficiaries, and any otherinterested parties as to the amount of the Disputed Proceeds, if any, thatconstitute penalty interest and/or the amount of the Disputed Proceeds, if any,that constitute gain-on-sale proceeds, with respect to each trust.  OnFebruary 24, 2016, CWCAM made a limited appearance with the State Court to filea motion to dismiss this proceeding based on lack of jurisdiction, mootness,standing and forum non conveniens.  On July 19, 2016, the State Courtdenied CWCAM’s motion to dismiss.  On July 22, 2016, the action wasremoved to federal court in Minnesota (“Federal Court”).  On October 21,2016, the Federal Court held a hearing on the motion to transfer the action tothe United States District Court for the Southern District of New York (“SDNYCourt”), a motion to remand to state court and a motion to hear CWCAM’s requestfor reconsideration of the motion to dismiss.  On March 14, 2017, theFederal Court reserved the determination on the motion to hear CWCAM’s requestfor reconsideration of the motion to dismiss, denied the motion to remand thematter to state court and granted the motion to transfer the proceeding to theSDNY Court.  Cross motions for judgment on the pleadings were filed butthe SDNY Court was unable to decide the case based on the pleadings and theSDNY Court ordered discovery.  All fact discovery was completed inDecember, 2018 and expert discovery was completed on March 15, 2019.  Theparties submitted cross motions for summary judgment, and on March 19, 2020,the SDNY Court entered an opinion and order in which it granted summaryjudgment in CWCAM’s favor and held that CWCAM was entitled to the entire amountof penalty interest and that CWCAM’s determination of Yield Maintenance wascorrect.  In the 127-page opinion, the SDNY Court found for CWCAM on everyissue presented by the trustee’s petition, namely, that the funds in disputeconstitute penalty interest and yield maintenance, not gain-on-sale proceeds,and that the amount of penalty interest and yield maintenance was correctlycalculated. An appeal of the SDNY Court’s decision was taken on April 29,2020.  Oral argument on the appeal occurred on June 21, 2021.  OnJuly 14, 2022, the Second Circuit entered a decision affirming in part and reversingin part the SDNY Court’s decision and remanding to the SDNY Court for furtherproceedings.  The Second Circuit affirmed the SDNY’s Court holding thatPenalty Interest and Yield Maintenance are paid before Gain-On-SaleProceeds.  The Second Circuit reversed and remanded for furtherproceedings that portion of the SDNY Court’s decision related to approximately$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, asTrustee for the trusts, provided notice of the settlement to all parties ininterest via a notice program approved by the Court.  A hearing on thesettlement is scheduled for March 16, 2023.

On December 1, 2017, a complaint against CWCAM and others wasfiled in the United States District Court for the Southern District of New Yorkstyled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., No.17-cv-9463 (the “Original Complaint”). The gravamen of the Original Complaint alleged breaches of a contract and fiduciary duties by CWCAM’saffiliate, CWCapital Investments LLC in its capacity as collateral manager forthe collateralized debt obligation transaction involving CWCapital Cobalt Vr,Ltd. In total, there are 14 counts pled in the Original Complaint. Of those 14,5 claims were asserted against CWCAM for aiding and abetting breach offiduciary duty, conversion and unjust enrichment. On May 23, 2018, the OriginalComplaint was dismissed for lack of subject matter jurisdiction.   OnJune 28, 2018, CWCapital Cobalt Vr Ltd. filed a substantially similar complaintin the Supreme Court of the State of New York, County of New York styled asCWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., Index No.653277/2018 (the “New Complaint”).  The gravamen of the New Complaint isthe same as the previous complaint filed in the United State District Court forthe Southern District of New York.  In total there are 16 counts pled inthe New Complaint. Of those 16 counts, 5 claims were asserted against CWCAM foraiding and abetting breach of fiduciary duty, conversion and unjust enrichment,1 count seeks a declaratory judgement that the plaintiff has the right toenforce the contracts in question and 1 count seeks an injunction requiring thedefendants to recognize the plaintiff as the directing holder for the trusts inquestion. On January 11, 2019, the plaintiff dismissed with prejudice thedeclaratory judgment and injunction counts.  The New Complaint and relatedsummons was not served on the defendants until July 13, 2018 and July 16,2018.  The plaintiff’s motion for a preliminary injunction was denied bythe court on July 31, 2018.  On August 3, 2018, the defendants, includingCWCAM, filed a motion to dismiss the New Complaint in its entirety. On August20, 2019, the court entered an order granting defendants’ motion almost in itsentirety, dismissing 11 of the 16 counts and partially dismissing 2 additionalcounts.  Of the remaining counts, 2 are asserted against CWCAM for aidingand abetting breach of fiduciary duty and unjust enrichment.  On September19, 2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relating to theAugust 20, 2019 dismissal order and on September 26, 2019, filed an amendedcomplaint against CWCI and CWCAM attempting to address deficiencies relating tocertain of the claims dismissed by the August 20, 2019 order.  CWCI andCWCAM filed its Motion to Dismiss the amended complaint on October 28,2019.  The court heard argument on the Motion to Dismiss the amendedcomplaint on January 22, 2020 and on October 23, 2020, the court granted themotion dismissing the amended claims.  On November 30, 2020, CWCapitalCobalt Vr Ltd filed a notice of appeal relating to the October 23, 2020dismissal order.  On April 27, 2021, the First Department affirmed thedismissal as to claims against CWCAM that were part of the August 20, 2019dismissal, but reversed the dismissal of two counts for breach of theCollateral Management Agreement against CWCI.  CWCI sought leave to filean appeal of the decision. The plaintiff also sought leave to appeal thedismissal of the claims against CWCAM.  Both requests for leave weredenied by the First Department.  On May 15, 2020, CWCI and CWCAM filed amotion to renew its motion to dismiss as to 4 of the remaining counts(including the remaining two counts against CWCAM for aiding and abettingbreach of fiduciary duty and unjust enrichment), based on a decision entered byJudge Failla in a trust instruction proceeding  in the US District Courtfor the Southern District of New York awarding summary judgment in favor ofCWCAM.  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 oftheir opening brief on July 1, 2022.  On November 15, 2022, the FirstDepartment affirmed the court’s denial of the motion to renew.  On October1, 2021, CWCI and CWCAM moved to reargue the denial of the motion to renew (oralternatively, the motion to dismiss) with respect to certain of Cobalt’sclaims, including the remaining 2 claims against CWCAM, based on the FirstDepartment’s April 27, 2021 decision.  On March 24, 2022, the court deniedthe relief sought in the motion to reargue.  CWCI and CWCAM have appealedthe court’s decision on the motion to reargue and filed their opening brief onJuly 11, 2022.  The appeal was dismissed as being non-appealable on August30, 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.

In December 2014, Phoenix Light SF Limited (Phoenix Light)and certain related entities filed a complaint in the United States DistrictCourt for the Southern District of New York alleging claims against Wells FargoBank, N.A., in its capacity as trustee for a number of residentialmortgage-backed securities (RMBS) trusts. Complaints raising similarallegations have been filed by Commerzbank AG in the Southern District of NewYork and by IKB International and IKB Deutsche Industriebank in New York statecourt. In each case, the plaintiffs allege that Wells Fargo Bank, N.A., astrustee, caused losses to investors, and plaintiffs assert causes of actionbased upon, among other things, the trustee’s alleged failure to notify andenforce repurchase obligations of mortgage loan sellers for purported breachesof representations and warranties, notify investors of alleged events ofdefault, and abide by appropriate standards of care following alleged events ofdefault. In July 2022, the district court dismissed Phoenix Light’s claims andcertain of the claims asserted by Commerzbank AG, and subsequently enteredjudgment in each case in favor of Wells Fargo Bank, N.A. In August 2022,Phoenix Light and Commerzbank AG appealed the district court’s decision to theUnited States Court of Appeals for the Second Circuit. The Company previouslysettled two class actions filed by institutional investors and an action filedby the National Credit Union Administration with similar allegations. Inaddition, Park Royal I LLC and Park Royal II LLC have filed substantiallysimilar lawsuits in New York state court alleging Wells Fargo Bank, N.A., astrustee, failed to take appropriate actions upon learning of defective mortgageloan documentation.

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

The information regarding this Item has been previouslyprovided in the prospectus of the Registrant relating to the issuing entityfiled on February 10, 2022 pursuant to Rule 424(b)(2).

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

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

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the One North Wacker Mortgage Loan,which is being serviced and administered pursuant to the pooling and servicingagreement for the BANK 2021-BNK36 Transaction, are attached hereto under Item15 to this Annual Report on Form 10-K. Attached as Exhibit Z to the pooling andservicing agreement for the BANK 2021-BNK36 Transaction incorporated by referenceas Exhibit 4.2 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the BANK 2021-BNK36Transaction responsible for each applicable servicing criteria set forth inItem 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the CX - 350 & 450 Water StreetMortgage Loan, which is being serviced and administered pursuant to the trustand servicing agreement for the CAMB 2021-CX2 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Schedule I to thetrust and servicing agreement for the CAMB 2021-CX2 Transaction incorporated byreference as Exhibit 4.3 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the CAMB2021-CX2 Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

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

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the 1201 Lake Robbins Mortgage Loan,which is being serviced and administered pursuant to the pooling and servicingagreement for the BANK 2021-BNK37 Transaction, are attached hereto under Item15 to this Annual Report on Form 10-K. Attached as Exhibit AA to the poolingand servicing agreement for the BANK 2021-BNK37 Transaction incorporated byreference as Exhibit 4.5 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the BANK2021-BNK37 Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the 601 Lexington Avenue MortgageLoan, which is being serviced and administered pursuant to the trust andservicing agreement for the BXP Trust 2021-601L Transaction, are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit Lto the trust and servicing agreement for the BXP Trust 2021-601L Transaction incorporatedby reference as Exhibit 4.6 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the BXPTrust 2021-601L Transaction responsible for each applicable servicing criteriaset forth in Item 1122(d).

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

The examination performed by Ernst & Young LLP identifiedan instance of material noncompliance with the servicing criteria set forth inItem 1122(d)(4)(ix) of Regulation AB applicable to KeyBank during the yearended December 31, 2022. During compliance testing, it was discovered, that notall FlexARM loan mortgagors were offered loan rates within 45-60 days beforethe rate change date, as required per the related pool asset documents. Per therelated note, if the holder fails to offer a loan rate within 45-60 days of anychange date a margin of 2.25% is to be used. Given the notification was notmade to the borrowers, a 3% margin was incorrectly applied. The noncompliancein Item 1122 (d)(4)(ix) is related to a servicing portfolio which is whollyowned by the investor and is not held in a publicly traded security.

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

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

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

Theservicer compliance statement for the twelve months ended December 31, 2022,furnished pursuant to Item 1123 of Regulation AB by Computershare TrustCompany, N.A., as certificate administrator, discloses that the followingmaterial instance of noncompliance occurred:

 

The April 18, 2022distribution (the “April Distribution”), due to holders of certificates of theBANK 2022-BNK39 Commercial Mortgage Pass-Through Certificates, Series 2022-BNK39,was made one business day late on April 19, 2022 by Computershare TrustCompany, N.A. The inadvertent delay in the required distribution, consisting ofapproximately $3.52 million, was caused by an administrative error relating tothe calculation of the payment date in an internal system due to GoodFriday.  The error resulted in a delay in the release of the paymentinformation to the payment processing system, which in turn caused the latedistribution.  The impact of this error was limited to the AprilDistribution.  In an effort to prevent further similar errors fromoccurring, Computershare Trust Company, N.A. has updated the payment datecalculation process in its systems.

**PART IV**

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

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

(1) Not applicable

(2) Not applicable

(3) See below

 

4.1          Poolingand Servicing Agreement, dated as of February 1, 2022, between Banc of AmericaMerrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank,National Association, as General Master Servicer, LNR Partners, LLC, as GeneralSpecial Servicer, Situs Holdings, LLC, as Excluded Special Servicer, NationalCooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer,Computershare Trust Company, National Association, as CertificateAdministrator, Wilmington Trust, National Association, as Trustee, and ParkBridge Lender Services LLC, as Operating Advisor and as Asset RepresentationsReviewer (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-Kfiled on February 10, 2022 under Commission File No. 333-261279-01 andincorporated by reference herein).

4.2          Poolingand Servicing Agreement, dated as of October 1, 2021, between Banc of AmericaMerrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank,National Association, as General Master Servicer, Rialto Capital Advisors, LLC,as General Special Servicer, National Cooperative Bank, N.A., as NCB MasterServicer and as NCB Special Servicer, Wells Fargo Bank, National Association,as Certificate Administrator, Wilmington Trust, National Association, asTrustee, and Pentalpha Surveillance LLC, as Operating Advisor and as AssetRepresentations Reviewer (filed as Exhibit 4.4 to the registrant’s CurrentReport on Form 8-K filed on February 10, 2022 under Commission File No.333-261279-01 and incorporated by reference herein).

4.3          Trustand Servicing Agreement, dated as of November 9, 2021, between DeutscheMortgage & Asset Receiving Corporation, as Depositor, KeyBank NationalAssociation, as Master Servicer, Situs Holdings, LLC, as Special Servicer,Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, NationalAssociation, as Certificate Administrator, Paying Agent and Custodian, and ParkBridge Lender Servicer, LLC, as Operating Advisor (filed as Exhibit 4.3 to theregistrant’s Current Report on Form 8-K filed on February 10, 2022 under CommissionFile No. 333-261279-01 and incorporated by reference herein).

4.4          Trustand Servicing Agreement, dated as of November 1, 2021, between Morgan StanleyCapital I Inc., as Depositor, Wells Fargo Bank, National Association, asServicer and Special Servicer, Wilmington Trust, National Association, asTrustee, and Wells Fargo Bank, National Association, as CertificateAdministrator and Custodian (filed as Exhibit 4.5 to the registrant’s CurrentReport on Form 8-K filed on February 10, 2022 under Commission File No.333-261279-01 and incorporated by reference herein).

4.5          Poolingand Servicing Agreement, dated as of November 1, 2021, among 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 Park Bridge Lender Services LLC, as Operating Advisor and as AssetRepresentations Reviewer (filed as Exhibit 4.6 to the registrant’s CurrentReport on Form 8-K filed on February 10, 2022 under Commission File No.333-261279-01 and incorporated by reference herein).

4.6          Trustand Servicing Agreement, dated as of December 29, 2021, among Wells FargoCommercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, NationalAssociation, as Servicer, Situs Holdings, LLC, as Special Servicer,Computershare Trust Company, National Association, as Certificate Administratorand Trustee (filed as Exhibit 4.2 to the registrant’s Current Report on Form 8-Kfiled on February 10, 2022 under Commission File No. 333-261279-01 andincorporated by reference herein).

4.7          Co-LenderAgreement, dated as of December 29, 2021, by and among 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 (filedas Exhibit 4.7 to the registrant’s Current Report on Form 8-K filed on February10, 2022 under Commission File No. 333-261279-01 and incorporated by referenceherein).

4.8          AgreementBetween Note Holders, dated as of February 10, 2022, by and between MorganStanley Bank, N.A., as Initial Note A-1 Holder, Morgan Stanley Bank, N.A., asInitial Note A-2 Holder, and Morgan Stanley Mortgage Capital Holdings LLC, asInitial Agent (filed as Exhibit 4.8 to the registrant’s Current Report on Form8-K filed on February 10, 2022 under Commission File No. 333-261279-01 andincorporated by reference herein).

4.9          Co-LenderAgreement, dated as of October 14, 2021, by and between DBR Investments Co.Limited, as an Initial Note A Holder, Bank of America, N.A., as an Initial NoteA Holder, JPMorgan Chase Bank, National Association, as an Initial Note AHolder, 3560 Cal Bridge Lending, LLC, as an Initial Note A Holder, DBRInvestments Co. Limited, as Initial Note B-1 Holder, Bank of America, N.A., asInitial Note B-2 Holder, JPMorgan Chase Bank, National Association, as InitialNote B-3 Holder, and 3560 Cal Bridge Lending, LLC, as Initial Note B-4 Holder(filed as Exhibit 4.9 to the registrant’s Current Report on Form 8-K filed onFebruary 10, 2022 under Commission File No. 333-261279-01 and incorporated byreference herein).

4.10        AgreementBetween Note Holders, dated as of October 7, 2021, by and between Bank ofAmerica, National Association, as Initial Note A-1 Holder, Bank of America,National Association, as Initial Note A-2 Holder, Bank of America, NationalAssociation, as Initial Note A-3 Holder, Bank of America, National Association,as Initial Note A-4 Holder, Bank of America, National Association, as InitialNote A-5 Holder, Bank of America, National Association, as Initial Note A-6Holder, and Bank of America, National Association, as Initial Note A-7 Holder(filed as Exhibit 4.10 to the registrant’s Current Report on Form 8-K filed onFebruary 10, 2022 under Commission File No. 333-261279-01 and incorporated byreference herein).

4.11        AgreementBetween Note Holders, dated as of November 17, 2021 by and between MorganStanley Bank, N.A., as Initial Note A-1 Holder, Morgan Stanley Bank, N.A., asInitial Note A-2 Holder, Morgan Stanley Bank, N.A., as Initial Note A-3 Holder,Morgan Stanley Bank, N.A., as Initial Note A-4 Holder, Morgan Stanley Bank,N.A., as Initial Note A-5 Holder, Morgan Stanley Bank, N.A., as Initial NoteA-6 Holder, Morgan Stanley Bank, N.A., as Initial Note A-7 Holder, MorganStanley Bank, N.A., as Initial Note A-8 Holder, and Morgan Stanley Bank, N.A.,as Initial Note B-1 Holder (filed as Exhibit 4.11 to the registrant’s Current Reporton Form 8-K filed on February 10, 2022 under Commission File No. 333-261279-01and incorporated by reference herein).

4.12        AgreementBetween Note Holders, dated as of November 22, 2021, by and between Wells FargoBank, National Association, as Initial Note A-1 Holder, Wells Fargo Bank,National Association, as Initial Note A-2 Holder, Wells Fargo Bank, NationalAssociation, as Initial Note A-3 Holder, and Wells Fargo Bank, NationalAssociation, as Initial Note A-4 Holder (filed as Exhibit 4.12 to theregistrant’s Current Report on Form 8-K filed on February 10, 2022 underCommission File No. 333-261279-01 and incorporated by reference herein).

 

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

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

33.1        Wells Fargo Bank, National Association, as GeneralMaster Servicer

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

33.3        LNR Partners, LLC, as General Special Servicer

33.4        Situs Holdings, LLC, as Excluded Special Servicer

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

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

33.7        Computershare Trust Company, National Association,as Certificate Administrator

33.8        Computershare Trust Company, National Association,as Custodian

33.9        Park Bridge Lender Services LLC, as OperatingAdvisor

33.10      CoreLogic Solutions, LLC, as Servicing FunctionParticipant

33.11      Wells Fargo Bank, National Association, as PrimaryServicer of the 333 River Street Mortgage Loan (see Exhibit 33.1)

33.12      LNR Partners, LLC, as Special Servicer of the 333River Street Mortgage Loan (see Exhibit 33.3)

33.13      Wilmington Trust, National Association, as Trustee of the 333 River StreetMortgage Loan (Omitted. See Explanatory Notes.)

33.14      Computershare Trust Company, National Association,as Custodian of the 333 River Street Mortgage Loan (see Exhibit 33.8)

33.15      Park Bridge Lender Services LLC, as OperatingAdvisor of the 333 River Street Mortgage Loan (see Exhibit 33.9)

33.16      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 333 River Street Mortgage Loan (see Exhibit 33.10)

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

33.18      Rialto Capital Advisors, LLC, as Special Servicer of the One North WackerMortgage Loan (Omitted. See Explanatory Notes.)

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

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

33.21      Pentalpha Surveillance LLC, as Operating Advisor of the One North WackerMortgage Loan (Omitted. See Explanatory Notes.)

33.22      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the One North Wacker Mortgage Loan (see Exhibit 33.10)

33.23      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

33.24      KeyBank National Association, as Primary Servicer of the CX - 350 & 450Water Street Mortgage Loan (Omitted. See Explanatory Notes.) 

33.25      Situs Holdings, LLC, as Special Servicer of the CX- 350 & 450 Water Street Mortgage Loan (see Exhibit 33.4)

33.26      Wilmington Trust, National Association, as Trustee of the CX - 350 & 450Water Street Mortgage Loan (Omitted. See Explanatory Notes.)

33.27      Wells Fargo Bank, National Association, asCustodian of the CX - 350 & 450 Water Street Mortgage Loan (see Exhibit33.20)

33.28      Park Bridge Lender Services LLC, as OperatingAdvisor of the CX - 350 & 450 Water Street Mortgage Loan (see Exhibit 33.9)

33.29      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.23)

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

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

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

33.33      Wells Fargo Bank, National Association, asCustodian of the Park Avenue Plaza Mortgage Loan (see Exhibit 33.20)

33.34      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Park Avenue Plaza Mortgage Loan (see Exhibit 33.10)

33.35      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.23)

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

33.37      CWCapital Asset Management LLC, as Special Servicer of the 1201 Lake RobbinsMortgage Loan (Omitted. See Explanatory Notes.)

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

33.39      Computershare Trust Company, National Association,as Custodian of the 1201 Lake Robbins Mortgage Loan (see Exhibit 33.8)

33.40      Park Bridge Lender Services LLC, as OperatingAdvisor of the 1201 Lake Robbins Mortgage Loan (see Exhibit 33.9)

33.41      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 1201 Lake Robbins Mortgage Loan (see Exhibit 33.10)

33.42      Wells Fargo Bank, National Association, as PrimaryServicer of the 601 Lexington Avenue Mortgage Loan (see Exhibit 33.1)

33.43      Situs Holdings, LLC, as Special Servicer of the 601Lexington Avenue Mortgage Loan (see Exhibit 33.4)

33.44      Computershare Trust Company, National Association, as Trustee of the 601Lexington Avenue Mortgage Loan (Omitted. See Explanatory Notes.)

33.45      Computershare Trust Company, National Association,as Custodian of the 601 Lexington Avenue Mortgage Loan (see Exhibit 33.8)

33.46      CoreLogic Solutions, LLC, as Servicing Function Participantof the 601 Lexington Avenue Mortgage Loan (see Exhibit 33.10)

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

34.1        Wells Fargo Bank, National Association, as GeneralMaster Servicer

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

34.3        LNR Partners, LLC, as General Special Servicer

34.4        Situs Holdings, LLC, as Excluded Special Servicer

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

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

34.7        Computershare Trust Company, National Association,as Certificate Administrator

34.8        Computershare Trust Company, National Association,as Custodian

34.9        Park Bridge Lender Services LLC, as OperatingAdvisor

34.10      CoreLogic Solutions, LLC, as Servicing FunctionParticipant

34.11      Wells Fargo Bank, National Association, as PrimaryServicer of the 333 River Street Mortgage Loan (see Exhibit 34.1)

34.12      LNR Partners, LLC, as Special Servicer of the 333River Street Mortgage Loan (see Exhibit 34.3)

34.13      Wilmington Trust, National Association, as Trustee of the 333 River StreetMortgage Loan (Omitted. See Explanatory Notes.)

34.14      Computershare Trust Company, National Association,as Custodian of the 333 River Street Mortgage Loan (see Exhibit 34.8)

34.15      Park Bridge Lender Services LLC, as OperatingAdvisor of the 333 River Street Mortgage Loan (see Exhibit 34.9)

34.16      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 333 River Street Mortgage Loan (see Exhibit 34.10)

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

34.18      Rialto Capital Advisors, LLC, as Special Servicer of the One North WackerMortgage Loan (Omitted. See Explanatory Notes.)

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

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

34.21      Pentalpha Surveillance LLC, as Operating Advisor of the One North WackerMortgage Loan (Omitted. See Explanatory Notes.)

34.22      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the One North Wacker Mortgage Loan (see Exhibit 34.10)

34.23      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

34.24      KeyBank National Association, as Primary Servicer of the CX - 350 & 450Water Street Mortgage Loan (Omitted. See Explanatory Notes.) 

34.25      Situs Holdings, LLC, as Special Servicer of the CX- 350 & 450 Water Street Mortgage Loan (see Exhibit 34.4)

34.26      Wilmington Trust, National Association, as Trustee of the CX - 350 & 450Water Street Mortgage Loan (Omitted. See Explanatory Notes.)

34.27      Wells Fargo Bank, National Association, asCustodian of the CX - 350 & 450 Water Street Mortgage Loan (see Exhibit34.20)

34.28      Park Bridge Lender Services LLC, as OperatingAdvisor of the CX - 350 & 450 Water Street Mortgage Loan (see Exhibit 34.9)

34.29      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.23)

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

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

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

34.33      Wells Fargo Bank, National Association, asCustodian of the Park Avenue Plaza Mortgage Loan (see Exhibit 34.20)

34.34      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Park Avenue Plaza Mortgage Loan (see Exhibit 34.10)

34.35      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.23)

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

34.37      CWCapital Asset Management LLC, as Special Servicer of the 1201 Lake RobbinsMortgage Loan (Omitted. See Explanatory Notes.)

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

34.39      Computershare Trust Company, National Association,as Custodian of the 1201 Lake Robbins Mortgage Loan (see Exhibit 34.8)

34.40      Park Bridge Lender Services LLC, as OperatingAdvisor of the 1201 Lake Robbins Mortgage Loan (see Exhibit 34.9)

34.41      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 1201 Lake Robbins Mortgage Loan (see Exhibit 34.10)

34.42      Wells Fargo Bank, National Association, as PrimaryServicer of the 601 Lexington Avenue Mortgage Loan (see Exhibit 34.1)

34.43      Situs Holdings, LLC, as Special Servicer of the 601Lexington Avenue Mortgage Loan (see Exhibit 34.4)

34.44      Computershare Trust Company, National Association, as Trustee of the 601Lexington Avenue Mortgage Loan (Omitted. See Explanatory Notes.)

34.45      Computershare Trust Company, National Association,as Custodian of the 601 Lexington Avenue Mortgage Loan (see Exhibit 34.8)

34.46      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 601 Lexington Avenue Mortgage Loan (see Exhibit 34.10)

35           Servicer compliance statements.

35.1        Wells Fargo Bank, National Association, as GeneralMaster Servicer

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

35.3        LNR Partners, LLC, as General Special Servicer

35.4        Situs Holdings, LLC, as Excluded Special Servicer

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

35.6        Computershare Trust Company, National Association,as Certificate Administrator

35.7        Wells Fargo Bank, National Association, as PrimaryServicer of the 333 River Street Mortgage Loan (see Exhibit 35.1)

35.8        LNR Partners, LLC, as Special Servicer of the 333River Street Mortgage Loan (see Exhibit 35.3)

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

35.10      Rialto Capital Advisors, LLC, as Special Servicer of the One North WackerMortgage Loan (Omitted. See Explanatory Notes.)

35.11      KeyBank National Association, as Primary Servicer of the CX - 350 & 450Water Street Mortgage Loan (Omitted. See Explanatory Notes.) 

35.12      Situs Holdings, LLC, as Special Servicer of the CX- 350 & 450 Water Street Mortgage Loan (see Exhibit 35.4)

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

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

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

35.16      CWCapital Asset Management LLC, as Special Servicer of the 1201 Lake RobbinsMortgage Loan (Omitted. See Explanatory Notes.)

35.17      Wells Fargo Bank, National Association, as PrimaryServicer of the 601 Lexington Avenue Mortgage Loan (see Exhibit 35.1)

35.18      Situs Holdings, LLC, as Special Servicer of the 601Lexington Avenue Mortgage Loan (see Exhibit 35.4)

99.1        MortgageLoan Purchase Agreement, dated as of January 26, 2022, between Bank of America,National Association, and Banc of America Merrill Lynch Commercial MortgageInc. (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-Kfiled on February 10, 2022 under Commission File No. 333-261279-01 andincorporated by reference herein).

99.2        MortgageLoan Purchase Agreement, dated as of January 26, 2022, between Morgan StanleyMortgage Capital Holdings LLC and Banc of America Merrill Lynch CommercialMortgage Inc. (filed as Exhibit 99.2 to the registrant’s Current Report on Form8-K filed on February 10, 2022 under Commission File No. 333-261279-01 andincorporated by reference herein).

99.3        MortgageLoan Purchase Agreement, dated as of January 26, 2022, between Wells FargoBank, National Association, and Banc of America Merrill Lynch CommercialMortgage Inc. (filed as Exhibit 99.3 to the registrant’s Current Report on Form8-K filed on February 10, 2022 under Commission File No. 333-261279-01 andincorporated by reference herein).

99.4        MortgageLoan Purchase Agreement, dated as of January 26, 2022, between NationalCooperative Bank, N.A., and Banc of America Merrill Lynch Commercial MortgageInc. (filed as Exhibit 99.4 to the registrant’s Current Report on Form 8-Kfiled on February 10, 2022 under Commission File No. 333-261279-01 andincorporated by reference herein).

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

(c)    Not Applicable.

 

**SIGNATURES**

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

Banc of America Merrill LynchCommercial Mortgage Inc.(Depositor)

/s/ LelandF. Bunch, III

Leland F.Bunch, III, President and Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 14, 2023