**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

**x**** ANNUAL REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

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

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

**For the transition period from _____ to_____** 

 

 

**Commission file number of issuing entity: 333-262701-01**

 

**Central Index Key Number of the issuing entity:0001921064**

 

**Benchmark 2022-B35 Mortgage Trust**

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

 

**Central Index Key Number of the depositor: 0001258361**

 

**Citigroup Commercial Mortgage Securities Inc.**

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

 

**Central Index Key Number of the sponsor: 0001701238**

 

**Citi Real Estate Funding Inc.**

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

 

**Central Index Key Number of the sponsor: 0001541502**

** **

**Goldman Sachs Mortgage Company**

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

 

**Central Index Key Number of the sponsor: 0001541294**

 

**German American Capital Corporation**

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

 

**Central Index Key Number of the sponsor: 0000835271**

 

**JPMorgan Chase Bank, National Association**

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

 

 

| **New York  (State or other jurisdiction of incorporation or organization)** | **38-4224551**

**38-4224552**

**38-7290312**

**(I.R.S. Employer Identification Numbers)** |
|------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|

 

 ** **

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

**9062 Old Annapolis Road**

** Columbia, MD 21045**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

 

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

 

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

 

 

 

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

 

  NONE.

 

Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.

 

  Yes ___ No X

 

Indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or Section 15(d) of the Act.

 

  Yes ___ No X

 

Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 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.

 

  Yes X No ___

 

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

 

  Not applicable.

 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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 accelerated filer ___Accelerated filer ___Non-accelerated filer XSmaller reporting company ___

 

Emerging growthcompany ___

 

If an emerginggrowth company, indicate by check mark if the registrant has elected not to usethe extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the ExchangeAct.  ___

 

Indicate by check mark whether the registrant has filed a reporton and attestation to its management’s assessment of the effectiveness of itsinternal 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. ___

 

Ifsecurities are registered pursuant to Section 12(b) of the Act, indicate bycheck mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financialstatements. ___

 

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). ___

 

Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).

 

  Yes ___ No X

 

State the aggregate market value of the voting and non-voting commonequity held by non-affiliates computed by reference to the price at which thecommon equity was last sold, or the average bid and asked price of such commonequity, as of the last business day of the registrant's most recently completedsecond 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.

 

  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 pursuant toRule 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

 

 1.The One Wilshire mortgage loan, which represented approximately 9.9% of theinitial pool balance of the issuing entity, is part of a loan combinationcomprised of the subject mortgage loan included in the issuing entity and oneor more companion loan(s) that are held outside the issuing entity. The BedrockPortfolio mortgage loan, which represented approximately 4.8% of the initialpool balance of the issuing entity, is part of a loan combination comprised ofthe subject mortgage loan included in the issuing entity and one or morecompanion loan(s) that are held outside the issuing entity. The Grede CastingIndustrial Portfolio mortgage loan, which represented approximately 1.6% of theinitial pool balance of the issuing entity, is part of a loan combinationcomprised of the subject mortgage loan included in the issuing entity and oneor more companion loan(s) that are held outside the issuing entity. The OneWilshire mortgage loan, the Bedrock Portfolio mortgage loan and the GredeCasting Industrial Portfolio mortgage loan and each of the related companionloan(s) are serviced pursuant to the BMARK 2022-B32 PSA (as defined in Item 15below). 

 

2.The ILPT Logistics Portfolio mortgage loan, which represented approximately6.6% of the initial pool balance of the issuing entity, is part of a loancombination comprised of the subject mortgage loan included in the issuingentity and one or more companion loan(s) that are held outside the issuingentity. The ILPT Logistics Portfolio mortgage loan and each of the relatedcompanion loan(s) are serviced pursuant to the ILPT 2022-LPFX TSA (as definedin Item 15 below). 

 

3.The 200 West Jackson mortgage loan, which represented approximately 3.6% of theinitial pool balance of the issuing entity, is part of a loan combinationcomprised of the subject mortgage loan included in the issuing entity and oneor more companion loan(s) that are held outside the issuing entity. The BedrockPortfolio mortgage loan and each of the related companion loan(s) are servicedpursuant to the BMARK 2022-B33 PSA (as defined in Item 15 below). 

 

4.The 601 Lexington Avenue mortgage loan, which represented approximately 1.5% ofthe initial pool balance of the issuing entity, is part of a loan combination comprisedof the subject mortgage loan included in the issuing entity and one or morecompanion loan(s) that are held outside the issuing entity. The 601 LexingtonAvenue mortgage loan and each of the related companion loan(s) are servicedpursuant to the BXP 2021 601L TSA (as defined in Item 15 below). 

 

5.The Novo Nordisk HQ mortgage loan, which represented approximately 1.1% of theinitial pool balance of the issuing entity, is part of a loan combinationcomprised of the subject mortgage loan included in the issuing entity and oneor more companion loan(s) that are held outside the issuing entity. The NovoNordisk HQ mortgage loan and each of the related companion loan(s) are servicedpursuant to the BMARK 2021-B31 PSA (as defined in Item 15 below). 

 

6.The Gem Tower mortgage loan, which represented approximately 1.1% of theinitial pool balance of the issuing entity, is part of a loan combinationcomprised of the subject mortgage loan included in the issuing entity and oneor more companion loan(s) that are held outside the issuing entity. The GemTower mortgage loan and each of the related companion loan(s) are servicedpursuant to the BMARK 2022-B34 PSA (as defined in Item 15 below). 

 

7.Pursuant to Instruction 3 to Item 1122 of Regulation AB, the reports onassessment of compliance with servicing criteria and attestation reports onassessment of compliance with servicing criteria of (i) Wells Fargo Bank,National Association, as servicer under the BXP 2021-601L TSA, pursuant towhich the 601 Lexington Avenue mortgage loan is serviced, (ii) Rialto CapitalAdvisors, LLC, as special servicer for the Novo Nordisk HQ mortgage agreementunder BMARK 2021-B31 PSA,(iii) Citibank, N.A., as custodian for the NovoNordisk HQ mortgage loan under the BMARK 2021-B31 PSA and (iv) LNR Partners,LLC, as special servicer for the Gem Tower mortgage loan under the BMARK2022-B34 PSA, are not included in this report on Form 10-K because each ofWells Fargo Bank, National Association, Rialto Capital Advisors, LLC, Citibank,N.A. and LNR Partners, LLC performed activities that address the servicingcriteria specified in Item 1122(d) of Regulation AB with respect to 5% or lessof the pool assets of the issuing entity. This annual report on Form 10-K doesnot include the reports on assessment of compliance with servicing criteria andattestation reports on assessment of compliance with servicing criteria of (i)Computershare Trust Company, National Association as certificate administratorunder the BMARK 2022-B32 PSA, the ILPT 2022-LPFX TSA, the BMARK 2022-B33 PSA,the BXP 2021-601L TSA and the BMARK 2022-B34 PSA and (ii) Citibank, N.A., ascertificate administrator for the Novo Nordisk HQ mortgage loan under the BMARK2021-B31 PSA, because the certificate administrator under each such pooling andservicing agreement or trust and servicing agreement, as applicable, does notperform any activities that address the servicing criteria specified in Item1122(d) of Regulation AB with respect to the issuing entity. This annual reporton Form 10-K does not include the report on assessment of compliance withservicing criteria and attestation report on assessment of compliance withservicing criteria of Wilmington Trust, National Association, as trustee underthe ILPT 2022-LPFX TSA, because Wilmington Trust, National Association did notmake, and was not required to make, any advance under the ILPT 2022-LPFX TSAduring the year ended December 31, 2022, and, pursuant to the terms of the ILPT2022-LPFX TSA, the trustee is required to provide assessment of compliance withapplicable servicing criteria and attestation report on assessment ofcompliance with servicing criteria only if it has made (or is required to make)an advance during the applicable calendar year.

 

8.This report on Form 10-K does not include the servicer compliance statements of(i) Situs Holdings, LLC, as special servicer for the ILPT Logistics Portfoliomortgage loan under the ILPT 2022-LPFX TSA and as special servicer for the 601Lexington Avenue mortgage loan under the BXP 2021-601L PSA, (ii) Wells FargoBank, National Association, as servicer under the BXP 2021-601L TSA, pursuantto which the 601 Lexington Avenue mortgage loan is serviced, (iii) RialtoCapital Advisors, LLC, as special servicer for the Novo Nordisk HQ mortgageagreement under BMARK 2021-B31 PSA and (iv) LNR Partners, LLC, as specialservicer for the Gem Tower mortgage loan under the BMARK 2022-B34 PSA, becauseeach of Situs Holdings, LLC, Wells Fargo Bank, National Association, RialtoCapital Advisors, LLC and LNR Partners, LLC is an unaffiliated party thatservices less than 10% of the pool assets of the issuing entity, and thereforeis not a servicer that meets the criteria in Item 1108(a)(2)(i) through (iii)of Regulation AB. This annual report on Form 10-K does not include the servicercompliance statements of (i) Computershare Trust Company, National Associationas certificate administrator under the BMARK 2022-B32 PSA, the ILPT 2022-LPFXTSA, the BMARK 2022-B33 PSA, the BXP 2021-601L TSA and the BMARK 2022-B34 PSAand (ii) Citibank, N.A., as certificate administrator for the Novo Nordisk HQmortgage loan under the BMARK 2021-B31 PSA, because the certificateadministrator under each such pooling and servicing agreement or trust andservicing agreement, as applicable, is not a servicer that meets the criteriain Item 1108(a)(2)(i) through (iii) of Regulation AB with respect to theissuing entity.

 

| **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.**         | **Selected Financial Data.** |
|                     | Omitted. |
| **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.** |
|                     | Not applicable. |
|                     |   |   |

 

| **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 Accounting Fees  and Services.** |
|                      | Omitted. |
|                      |   |   |

 

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATIONAB**

 

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

 

Withrespect to the pool assets for Benchmark 2022-B35 Mortgage Trust, there are nosignificant obligors within the meaning of Item 1101(k) of Regulation AB.

 

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

 

Noentity or group of affiliated entities provides any external creditenhancement, uses any derivative instruments or other support for thecertificates within this transaction.

 

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

 

Noentity or group of affiliated entities provides any external creditenhancement, uses any derivative instruments or other support for thecertificates within this transaction.

 

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

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

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

 

Providedpreviously in the prospectus of the Registrant relating to the issuing entityand filed on May 12, 2022 pursuant to Rule 424(b)(2) of the Securities Act of1933, as amended.

 

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

 

The reports on assessment of compliance with theservicing criteria for asset-backed securities and the related attestationreports on such assessments of compliance are attached hereto under Item 15.

The report on assessment of compliance withapplicable servicing criteria furnished pursuant to Item 1122 of Regulation ABby KeyBank National Association (“KeyBank”) discloses that a material instanceof noncompliance occurred, as described below:

1)            Servicing Criteria impacted

1122(d)(4)(ix) –Adjustments to interest ratesor rates of return for pool assets with variable rates are computed based onthe related pool asset documents.

2)            Material Instance of Noncompliance with Servicing Criteria

During compliance testing, it was discovered,that not all FlexARM loan mortgagors were offered loan rates within 45-60 daysbefore the rate change date, as required per the related pool asset documents.Per the 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 identified material instanceof noncompliance with servicing criteria did notinvolve the servicing of the assets backing the asset-backed securities coveredin this Form 10-K.

3)            Remediation

Thefollowing remediation procedures have been initiated by KeyBank: (i) theimpacted mortgage loans are currently in the process of being identified, (ii)investor contact has been initiated, (iii) corrective actions are beingconsidered and will be tracked and monitored by senior management, (iv)procedures will be reviewed and revised, if necessary, to include new trackingand action steps to prevent this situation from recurring in the future, and(v) training will be provided to the relevant staff members to prevent arecurrence.

 

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

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

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

 

(a)List the following documents filed as part of the report:

 

(1) Not Applicable

 

(2) Not Applicable

 

(3)Exhibits listed below are either included or incorporated by reference asindicated below:

 

(4.1) Poolingand Servicing Agreement, dated as of May 1, 2022, by and among CitigroupCommercial Mortgage Securities Inc., as depositor, KeyBank NationalAssociation, as master servicer, KeyBank National Association, as specialservicer, Park Bridge Lender Services LLC, as operating advisor and as assetrepresentations reviewer, Computershare Trust Company, National Association, ascertificate administrator, and Wilmington Trust, National Association, asTrustee (filed as Exhibit 4.1 to the registrant's Current Report on Form 8-Kdated May 12, 2022, and filed by the registrant on May 12, 2022 underCommission File No. 333-262701-01, and is incorporated by reference herein).

 

(4.2) Poolingand Servicing Agreement, dated as of February 1, 2022 ("BMARK 2022-B32PSA"), by and among J.P. Morgan Chase Commercial Mortgage SecuritiesCorp., as depositor, Midland Loan Services, a Division of PNC Bank, NationalAssociation, as master servicer, KeyBank National Association, as specialservicer, Computershare Trust Company, National Association, as certificateadministrator, Wilmington Trust, National Association, as Trustee, andPentalpha Surveillance LLC, as operating advisor and as asset representationsreviewer (filed as Exhibit 4.2 to the registrant's Current Report on Form 8-Kdated May 12, 2022, and filed by the registrant on May 12, 2022 underCommission File No. 333-262701-01, and is incorporated by reference herein).(See Explanatory Note 1)

 

(4.3) Trustand Servicing Agreement, dated as of March 6, 2022 ("ILPT 2022-LPFXTSA"), by and among Citigroup Commercial Mortgage Securities Inc., asdepositor, Berkadia Commercial Mortgage LLC, as servicer, Situs Holdings, LLC,as special servicer, Wilmington Trust, National Association, as trustee,Computershare Trust Company, National Association, as certificateadministrator, and Park Bridge Lender Servicing LLC, as operating advisor(filed as Exhibit 4.3 to the registrant's Current Report on Form 8-K dated May12, 2022, and filed by the registrant on May 12, 2022 under Commission File No.333-262701-01, and is incorporated by reference herein). (See ExplanatoryNote 2)

 

(4.4) Poolingand Servicing Agreement, dated as of March 1, 2022 ("BMARK 2022-B33PSA"), by and among GS Mortgage Securities Corporation II, as depositor,Midland Loan Services, a Division of PNC Bank, National Association, as masterservicer and as special servicer, Computershare Trust Company, National Association,as certificate administrator, Wilmington Trust, National Association, astrustee, and Park Bridge Lender Services LLC, as operating advisor and as assetrepresentations reviewer (filed as Exhibit 4.4 to the registrant's CurrentReport on Form 8-K dated May 12, 2022, and filed by the registrant on May 12,2022 under Commission File No. 333-262701-01, and is incorporated by referenceherein). (See Explanatory Note 3)

 

(4.5) Trustand Servicing Agreement, dated as of December 29, 2021 ("BXP 2021-601LTSA"), by and among Wells Fargo Commercial Mortgage Securities, Inc., asdepositor, Wells Fargo Bank, National Association, as servicer, Situs Holdings,LLC, as special servicer, and Computershare Trust Company, NationalAssociation, as certificate administrator and trustee (filed as Exhibit 4.5 tothe registrant's Current Report on Form 8-K dated May 12, 2022, and filed bythe registrant on May 12, 2022 under Commission File No. 333-262701-01, and isincorporated by reference herein). (See Explanatory Note 4)

 

(4.6) Poolingand Servicing Agreement, dated as of December 1, 2021 ("BMARK 2021-B31PSA"), by and among Citigroup Commercial Mortgage Securities Inc., asdepositor, Midland Loan Services, a Division of PNC Bank, National Association,as master servicer, Rialto Capital Advisors, LLC, as special servicer,Pentalpha Surveillance LLC, as operating advisor and as asset representationsreviewer, Citibank, N.A, as certificate administrator, and Wilmington Trust,National Association, as trustee (filed as Exhibit 4.6 to the registrant'sCurrent Report on Form 8-K dated May 12, 2022, and filed by the registrant onMay 12, 2022 under Commission File No. 333-262701-01, and is incorporated byreference herein). (See Explanatory Note 5)

 

(4.7) Poolingand Servicing Agreement, dated as of April 1, 2022 ("BMARK 2022-B34PSA"), by and among Deutsche Mortgage & Asset receiving Corporation,as depositor, KeyBank National Association, as master servicer, LNR Partners,LLC, as special servicer, Park Bridge Lender Servicing LLC, as operatingadvisor and asset representations reviewer, Computershare Trust Company,National Association, as certificate administrator, paying agent and custodian,and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.7 tothe registrant's Current Report on Form 8-K dated May 12, 2022, and filed bythe registrant on May 12, 2022 under Commission File No. 333-262701-01, and isincorporated by reference herein). (See Explanatory Note 6)

 

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

 

33 Reports on assessment of compliance with servicing criteria for asset-backedsecurities.  (See Explanatory Note 7)

 

33.1  KeyBank NationalAssociation, as master servicer

 

33.2  KeyBank NationalAssociation, as special servicer (see Exhibit 33.1)

 

33.3  Park Bridge Lender ServicesLLC, as operating advisor

 

33.4  Computershare TrustCompany, National Association, as certificate administrator

 

33.5  Computershare TrustCompany, National Association, as custodian

 

33.6  Wilmington Trust, NationalAssociation, as trustee

 

33.7 Midland Loan Services, A Divisionof PNC Bank, National Association, as primary servicer

 

33.8 Berkadia Commercial Mortgage LLC,as primary servicer

 

33.9  Midland Loan Services, A Division of PNC Bank,National Association, as master servicer under the BMARK 2022-B32 PSA, pursuantto which the One Wilshire mortgage loan, the Bedrock Portfolio mortgage loanand the Grede Casting Industrial Portfolio mortgage loan are serviced (seeExhibit 33.7)

 

33.10  KeyBank NationalAssociation, as special servicer  for the One Wilshire mortgage loan, the BedrockPortfolio mortgage loan and the Grede Casting Industrial Portfolio mortgageloan under the BMARK 2022-B32 PSA. (see Exhibit 33.1)

 

33.11  Pentalpha SurveillanceLLC, as operating advisor for the One Wilshire mortgage loan, the BedrockPortfolio mortgage loan and the Grede Casting Industrial Portfolio mortgageloan under the BMARK 2022-B32 PSA.

 

33.12  Computershare TrustCompany, National Association, as custodian for the One Wilshire mortgage loan,the Bedrock Portfolio mortgage loan and the Grede Casting Industrial Portfoliomortgage loan under the BMARK 2022-B32 PSA. (see Exhibit 33.5)

 

33.13  Wilmington Trust, NationalAssociation, as trustee under the BMARK 2022-B32 PSA, pursuant to which the OneWilshire mortgage loan, the Bedrock Portfolio mortgage loan and the GredeCasting Industrial Portfolio mortgage loan are serviced. (see Exhibit 33.6)

 

33.14 Berkadia CommercialMortgage LLC, as servicer for the ILPT Logistics Portfolio mortgage loan underthe ILPT 2022-LPFX TSA. (see Exhibit 33.8)

 

33.15  Situs Holdings, LLC, asspecial servicer for the ILPT Logistics Portfolio mortgage loan under the ILPT2022-LPFX TSA.

 

33.16  Park Bridge LenderServices LLC, as operating advisor for the ILPT Logistics Portfolio mortgageloan under the ILPT 2022-LPFX TSA. (see Exhibit 33.3)

 

33.17  Computershare TrustCompany, National Association, as custodian for the ILPT Logistics Portfoliomortgage loan under the ILPT 2022-LPFX TSA. (see Exhibit 33.5)

 

33.18  Wilmington Trust, National Association, as trusteeunder the ILPT 2022-LPFX TSA, pursuant to which the ILPT Logistics Portfoliomortgage loan is serviced. (omitted; see Explanatory Note 7)

 

33.19  Midland Loan Services, A Division of PNC Bank,National Association, as master servicer under the BMARK 2022-B33 PSA, pursuantto which the 200 West Jackson mortgage loan is serviced. (see Exhibit 33.7)

 

33.20  Midland Loan Services, A Division of PNC Bank,National Association, as special servicer for the 200 West Jackson mortgageloan under BMARK 2022-B33 PSA. (see Exhibit 33.7)

 

33.21  Park Bridge LenderServices LLC, as operating advisor for the 200 West Jackson mortgage loan underthe BMARK 2022-B33 PSA. (see Exhibit 33.3)

 

33.22  Computershare TrustCompany, National Association, as custodian for the 200 West Jackson mortgageloan under the BMARK 2022-B33 PSA. (see Exhibit 33.5)

 

33.23  Wilmington Trust, NationalAssociation, as trustee under the BMARK 2022-B33 PSA, pursuant to which the 200West Jackson mortgage loan is serviced. (see Exhibit 33.6)

 

33.24 Situs Holdings, LLC, as specialservicer for the 601 Lexington Avenue mortgage loan under the BXP 2021-601LTSA. (see Exhibit 33.15)

 

33.25 Computershare TrustCompany, National Association, as trustee for the 601 Lexington Jacksonmortgage loan under the BXP 2021-601L TSA. (see Exhibit 33.4)

 

33.26  Computershare TrustCompany, National Association, as custodian for the 601 Lexington Jacksonmortgage loan under the BXP 2021-601L TSA. (see Exhibit 33.5)

 

33.27  Midland Loan Services, ADivision of PNC Bank, National Association, as master servicer under the BMARK2021-B31 PSA, pursuant to which the Novo Nordisk HQ mortgage loan is serviced.(see Exhibit 33.7)

 

33.28  Pentalpha SurveillanceLLC, as operating advisor for the Novo Nordisk HQ mortgage loan under the BMARK2021-B31 PSA. (see Exhibit 33.11)

 

33.29  Wilmington Trust, NationalAssociation, as trustee under the BMARK 2021-B31 PSA, pursuant to which theNovo Nordisk HQ mortgage loan is serviced. (see Exhibit 33.6)

 

33.30  KeyBank National Association, as master servicer underthe BMARK 2022-B34 PSA, pursuant to which the Gem tower mortgage loan isserviced. (see Exhibit 33.1)

 

33.31  Park Bridge LenderServices LLC, as operating advisor for the Gem Tower mortgage loan under theBMARK 2022-B34 PSA. (see Exhibit 33.3)

 

33.32  Computershare TrustCompany, National Association, as custodian for the Gem Tower mortgage loanunder the BMARK 2022-B34 PSA. (see Exhibit 33.5)

 

33.33   Wilmington Trust, NationalAssociation, as trustee under the BMARK 2022-B34 PSA, pursuant to which the GemTower mortgage loan is serviced. (see Exhibit 33.6)

 

34 Attestation reports on assessment of compliance with servicingcriteria for asset-backed securities. (See Explanatory Note 7)

 

34.1  KeyBank NationalAssociation, as master servicer

 

34.2  KeyBank NationalAssociation, as special servicer (see Exhibit 34.1)

 

34.3  Park Bridge Lender ServicesLLC, as operating advisor

 

34.4  Computershare TrustCompany, National Association, as certificate administrator

 

34.5  Computershare TrustCompany, National Association, as custodian

 

34.6  Wilmington Trust, NationalAssociation, as trustee

 

34.7 Midland Loan Services, A Divisionof PNC Bank, National Association, as primary servicer

 

34.8 Berkadia Commercial Mortgage LLC,as primary servicer

 

34.9  Midland Loan Services, A Division of PNC Bank,National Association, as master servicer under the BMARK 2022-B32 PSA, pursuantto which the One Wilshire mortgage loan, the Bedrock Portfolio mortgage loanand the Grede Casting Industrial Portfolio mortgage loan are serviced (seeExhibit 34.7)

 

34.10  KeyBank National Association,as special servicer  for the One Wilshire mortgage loan, the BedrockPortfolio mortgage loan and the Grede Casting Industrial Portfolio mortgageloan under the BMARK 2022-B32 PSA. (see Exhibit 34.1)

 

34.11  Pentalpha SurveillanceLLC, as operating advisor for the One Wilshire mortgage loan, the BedrockPortfolio mortgage loan and the Grede Casting Industrial Portfolio mortgageloan under the BMARK 2022-B32 PSA.

 

34.12  Computershare TrustCompany, National Association, as custodian for the One Wilshire mortgage loan,the Bedrock Portfolio mortgage loan and the Grede Casting Industrial Portfoliomortgage loan under the BMARK 2022-B32 PSA. (see Exhibit 34.5)

 

34.13  Wilmington Trust, NationalAssociation, as trustee under the BMARK 2022-B32 PSA, pursuant to which the OneWilshire mortgage loan, the Bedrock Portfolio mortgage loan,and the GredeCasting Industrial Portfolio mortgage loan are serviced. (see Exhibit 34.6)

 

34.14 Berkadia CommercialMortgage LLC, as servicer for the ILPT Logistics Portfolio mortgage loan underthe ILPT 2022-LPFX TSA. (see Exhibit 34.8)

 

34.15  Situs Holdings, LLC, asspecial servicer for the ILPT Logistics Portfolio mortgage loan under the ILPT2022-LPFX TSA.

 

34.16  Park Bridge LenderServices LLC, as operating advisor for the ILPT Logistics Portfolio mortgage loanunder the ILPT 2022-LPFX TSA. (see Exhibit 34.3)

 

34.17  Computershare TrustCompany, National Association, as custodian for the ILPT Logistics Portfoliomortgage loan under the ILPT 2022-LPFX TSA. (see Exhibit 34.5)

 

34.18  Wilmington Trust, National Association, as trusteeunder the ILPT 2022-LPFX TSA, pursuant to which the ILPT Logistics Portfoliomortgage loan is serviced. (omitted; see Explanatory Note 7)

 

34.19  Midland Loan Services, A Division of PNC Bank,National Association, as master servicer under the BMARK 2022-B33 PSA, pursuantto which the 200 West Jackson mortgage loan is serviced. (see Exhibit 34.7)

 

34.20  Midland Loan Services, A Division of PNC Bank,National Association, as special servicer for the 200 West Jackson mortgageloan under BMARK 2022-B33 PSA. (see Exhibit 34.7)

 

34.21  Park Bridge Lender ServicesLLC, as operating advisor for the 200 West Jackson mortgage loan under theBMARK 2022-B33 PSA. (see Exhibit 34.3)

 

34.22  Computershare TrustCompany, National Association, as custodian for the 200 West Jackson mortgageloan under the BMARK 2022-B33 PSA. (see Exhibit 34.5)

 

34.23  Wilmington Trust, NationalAssociation, as trustee under the BMARK 2022-B33 PSA, pursuant to which the 200West Jackson mortgage loan is serviced. (see Exhibit 34.6)

 

34.24 Situs Holdings, LLC, as specialservicer for the 601 Lexington Avenue mortgage loan under the BXP 2021-601LTSA. (see Exhibit 34.15)

 

34.25 Computershare TrustCompany, National Association, as trustee for the 601 Lexington Jacksonmortgage loan under the BXP 2021-601L TSA. (see Exhibit 34.4)

 

34.26  Computershare TrustCompany, National Association, as custodian for the 601 Lexington Jacksonmortgage loan under the BXP 2021-601L TSA. (see Exhibit 34.5)

 

34.27  Midland Loan Services, ADivision of PNC Bank, National Association, as master servicer under the BMARK2021-B31 PSA, pursuant to which the Novo Nordisk HQ mortgage loan is serviced.(see Exhibit 34.7)

 

34.28  Pentalpha SurveillanceLLC, as operating advisor for the Novo Nordisk HQ mortgage loan under the BMARK2021-B31 PSA. (see Exhibit 34.11)

 

34.29  Wilmington Trust, NationalAssociation, as trustee under the BMARK 2021-B31 PSA, pursuant to which theNovo Nordisk HQ mortgage loan is serviced. (see Exhibit 34.6)

 

34.30  KeyBank National Association, as master servicer underthe BMARK 2022-B34 PSA, pursuant to which the Gem tower mortgage loan isserviced. (see Exhibit 34.1)

 

34.31  Park Bridge LenderServices LLC, as operating advisor for the Gem Tower mortgage loan under theBMARK 2022-B34 PSA. (see Exhibit 34.3)

 

34.32  Computershare TrustCompany, National Association, as custodian for the Gem Tower mortgage loanunder the BMARK 2022-B34 PSA. (see Exhibit 34.5)

 

34.33   Wilmington Trust,National Association, as trustee under the BMARK 2022-B34 PSA, pursuant towhich the Gem Tower mortgage loan is serviced. (see Exhibit 34.6)

 

35 Servicer compliance statement. (See Explanatory Note 8)

 

35.1  KeyBank NationalAssociation, as master servicer

 

35.2  KeyBank NationalAssociation, as special servicer (see Exhibit 35.1)

 

35.3  Computershare TrustCompany, National Association, as certificate administrator

 

35.4  Midland Loan Services, ADivision of PNC Bank, National Association, as primary servicer

 

35.5  Berkadia CommercialMortgage LLC, as primary servicer

 

35.6  Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under the BMARK2022-B32 PSA, pursuant to which the One Wilshire mortgage loan, the BedrockPortfolio mortgage loan, and the Grede Casting Industrial Portfolio mortgageloan are serviced. (see Exhibit 35.4)

 

35.7  KeyBank NationalAssociation, as special servicer for the One Wilshire mortgage loan, theBedrock Portfolio mortgage loan, and the Grede Casting Industrial Portfoliomortgage loan under the BMARK 2022-B32 PSA. (see Exhibit 35.1)

 

35.8  Berkadia Commercial MortgageLLC, as servicer under the ILPT 2022-LPFX TSA, pursuant to which the ILPTLogistics Portfolio mortgage loan is serviced

 

35.9  Midland Loan Services, a Divisionof PNC Bank, National Association, as master servicer under the BMARK 2022-B33PSA, pursuant to which the 200 West Jackson mortgage loan is serviced. (seeExhibit 35.4)

 

35.10 Midland Loan Services, a Division of PNC Bank,National Association, as special servicer for the 200 West Jackson mortgageloan under the BMARK 2022-B33 PSA. (see Exhibit 35.4)

 

35.11 Midland Loan Services, a Division of PNC Bank,National Association, as master servicer under the BMARK 2021-B31 PSA, pursuantto which the Novo Nordisk HQ mortgage loan is serviced. (see Exhibit 35.4)

 

35.12 KeyBank National Association, as master servicerunder the BMARK 2022-B34 PSA, pursuant to which the Gem Tower mortgage loan isserviced. (see Exhibit 35.1)

 

99.1 MortgageLoan Purchase Agreement, dated as of May 1, 2022, between Citi Real EstateFunding Inc. and Citigroup Commercial Mortgage Securities Inc., pursuant towhich Citi Real Estate Funding Inc. sold certain mortgage loans to CitigroupCommercial Mortgage Securities Inc. (filed as Exhibit 99.1 to the registrant'sCurrent Report on Form 8-K dated May 12, 2022, and filed by the registrant onMay 12, 2022 under Commission File No. 333-262701-01, and is incorporated byreference herein).

 

99.2 MortgageLoan Purchase Agreement, dated as of May 1, 2022, between Goldman SachsMortgage Company and Citigroup Commercial Mortgage Securities Inc., pursuant towhich Goldman Sachs Mortgage Company sold certain mortgage loans to CitigroupCommercial Mortgage Securities Inc. (filed as Exhibit 99.2 to the registrant'sCurrent Report on Form 8-K dated May 12, 2022, and filed by the registrant onMay 12, 2022 under Commission File No. 333-262701-01, and is incorporated byreference herein).

 

99.3 MortgageLoan Purchase Agreement, dated as of May 1, 2022, between German AmericanCapital Corporation and Citigroup Commercial Mortgage Securities Inc., pursuantto which German American Capital Corporation sold certain mortgage loans toCitigroup Commercial Mortgage Securities Inc. (filed as Exhibit 99.3 to theregistrant's Current Report on Form 8-K dated May 12, 2022, and filed by theregistrant on May 12, 2022 under Commission File No. 333-262701-01, and isincorporated by reference herein).

 

99.4 MortgageLoan Purchase Agreement, dated as of May 1, 2022, between JPMorgan Chase Bank,National Association and Citigroup Commercial Mortgage Securities Inc.,pursuant to which JPMorgan Chase Bank, National Association sold certainmortgage loans to Citigroup Commercial Mortgage Securities Inc. (filed asExhibit 99.4 to the registrant's Current Report on Form 8-K dated May 12, 2022,and filed by the registrant on May 12, 2022 under Commission File No.333-262701-01, and is incorporated by reference herein).

 

99.5 PrimaryServicing Agreement, dated as of May 1, 2022, between KeyBank NationalAssociation, as master servicer, and Midland Loan Services, a Division of PNCBank, National Association, as primary servicer (filed as Exhibit 99.5 to theregistrant's Current Report on Form 8-K dated May 12, 2022, and filed by theregistrant on May 12, 2022 under Commission File No. 333-262701-01, and isincorporated by reference herein).

 

 

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

 

(c)Not Applicable

 

 

**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.

 

CitigroupCommercial Mortgage Securities Inc.

(Depositor)

 

/s/Richard Simpson

RichardSimpson, President 

(seniorofficer in charge of securitization of the depositor)

 

Date:March 30, 2023