**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: 333-255181-02**

**Central Index Key Number of the issuing entity:0001948175**

**3650R 2022-PF2 Commercial MortgageTrust**

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

** **

**Central Index Key Number of the depositor: 0001856217**

**3650 REIT Commercial MortgageSecurities II LLC**

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

** **

**Central Index Key Number of the sponsor: 0001840727**

**3650 Real Estate Investment Trust 2LLC**

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

** **

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

**German American Capital Corporation**

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

** **

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

**Citi Real Estate Funding Inc.**

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

** **

**Central Index Key Number of the sponsor: 0001628601**

**Column Financial, Inc.**

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

** **

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

**the issuing entity)** | **38-4238372**

**38-4238373**

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

**Identification Number)** |
|------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------|

**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:**

*****Get Registrants Telephone Number CO*****

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 ifa smaller reporting company)                          Smaller reportingcompany                    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 Triple Net Portfolio Mortgage Loan, theCentral States Industrial Portfolio Mortgage Loan, the Art Ovation HotelMortgage Loan, the TOTAL Plaza Mortgage Loan, the 500 Delaware Mortgage Loan,the RH HQ Mortgage Loan, the 800 Cesar Chavez Mortgage Loan, the Meadowood MallMortgage Loan and the Lakeshore Marketplace Mortgage Loan, which constitutedapproximately 7.3%, 5.5%, 3.8%, 3.1%, 2.7%, 2.1%, 1.8%, 1.7% and 1.3%,respectively, of the asset pool of the issuing entity as of its cut-off date,are each an asset of the issuing entity and are each part of a loan combinationthat includes (a) with respect to the Triple Net Portfolio Mortgage Loan, threeother *pari passu* loans, which are not assets of the issuing entity, (b)with respect to the Central States Industrial Portfolio Mortgage Loan, oneother *pari passu* loan, which is not an asset of the issuing entity, (c)with respect to the Art Ovation Hotel Mortgage Loan, two other *pari passu*loans, which are not assets of the issuing entity, (d) with respect to theTOTAL Plaza Mortgage Loan, six other *pari passu* loans, which are notassets of the issuing entity, (e) with respect to the 500 Delaware MortgageLoan, four other *pari passu* loans, which are not assets of the issuingentity, (f) with respect to the RH HQ Mortgage Loan, one other *pari passu*loan, which is not an asset of the issuing entity, (g) with respect to the 800Cesar Chavez Mortgage Loan, two other *pari passu* loans, which are notassets of the issuing entity, (h) with respect to the Meadowood Mall MortgageLoan, four other *pari passu* loans and one subordinate companion loan,each of which are not assets of the issuing entity and (i) with respect to theLakeshore Marketplace Mortgage Loan, one other *pari passu* loan, which isnot an asset of the issuing entity. These loan combinations, including theTriple Net Portfolio Mortgage Loan, the Central States Industrial PortfolioMortgage Loan, the Art Ovation Hotel Mortgage Loan, the TOTAL Plaza MortgageLoan, the 500 Delaware Mortgage Loan, the RH HQ Mortgage Loan, the 800 CesarChavez Mortgage Loan, the Meadowood Mall Mortgage Loan and the LakeshoreMarketplace Mortgage Loan, are being serviced and administered pursuant to thePooling and Servicing Agreement, which is incorporated by reference as Exhibit4.1 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 Patewood Corporate Center Mortgage Loan, theIcon One Daytona Mortgage Loan and the PetSmart HQ Mortgage Loan, whichconstituted approximately 2.5%, 1.4% and 1.4%, respectively, of the asset poolof the issuing entity as of its cut-off date.  The Patewood CorporateCenter Mortgage Loan, the Icon One Daytona Mortgage Loan and the PetSmart HQMortgage Loan are each an asset of the issuing entity and are each part of aloan combination that includes the Patewood Corporate Center Mortgage Loan, theIcon One Daytona Mortgage Loan or the PetSmart HQ Mortgage Loan and three other*pari passu* loans, each of which are not assets of the issuing entity. A *paripassu* portion of each loan combination was securitized in the 3650R2021-PF1 Commercial Mortgage Trust transaction, Commission File Number333-255181-01 (the “3650R 2021-PF1 Transaction”). These loancombinations, including the Patewood Corporate Center Mortgage Loan, the IconOne Daytona Mortgage Loan and the PetSmart HQ Mortgage Loan, are being servicedand administered pursuant to the pooling and servicing agreement for the 3650R2021-PF1 Transaction, which is incorporated by reference as Exhibit 4.2 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 330 West 34th Street Leased Fee MortgageLoan and the IPG Portfolio Mortgage Loan, which constituted approximately 5.5%and 2.1%, respectively, of the asset pool of the issuing entity as of its cut-offdate.  The 330 West 34th Street Leased Fee Mortgage Loan and the IPGPortfolio Mortgage Loan are each an asset of the issuing entity and are eachpart of a loan combination that includes the 330 West 34th Street Leased FeeMortgage Loan or the IPG Portfolio Mortgage Loan and three other *pari passu*loans, each of which are not assets of the issuing entity. A *pari passu*portion of each loan combination was securitized in the Benchmark 2022-B37Mortgage Trust transaction, Commission File Number 333-261764-01 (the “Benchmark2022-B37 Transaction”). These loan combinations, including the 330 West34th Street Leased Fee Mortgage Loan and the IPG Portfolio Mortgage Loan, arebeing serviced and administered pursuant to the pooling and servicing agreementfor the Benchmark 2022-B37 Transaction, which is incorporated by reference asExhibit 4.3 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 Concord Mills Mortgage Loan, whichconstituted approximately 8.2% of the asset pool of the issuing entity as ofits cut-off date.  The Concord Mills Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the ConcordMills Mortgage Loan and five other *pari passu* loans, which are notassets of the issuing entity. A *pari passu* portion of the loancombination was securitized in the BANK 2022-BNK44 transaction, Commission FileNumber 333-259741-04 (the “BANK 2022-BNK44 Transaction”). This loancombination, including the Concord Mills Mortgage Loan, is being serviced andadministered pursuant to the pooling and servicing agreement for the BANK2022-BNK44 Transaction, which is incorporated by reference as Exhibit 4.4 to thisAnnual 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.

Midland Loan Services, a Divisionof PNC Bank, National Association is the master servicer of the mortgage loansserviced under the Pooling and Servicing Agreement and the primary servicer ofthe 330 West 34th Street Leased Fee Mortgage Loan, the Patewood CorporateCenter Mortgage Loan, the IPG Portfolio Mortgage Loan, the Icon One DaytonaMortgage Loan and the PetSmart HQ Mortgage Loan. As aresult, Midland Loan Services, a Division of PNC Bank, National Association isa “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 Midland Loan Services, a Division of PNC Bank, National Association in thecapacities described above are listed in the Exhibit Index.

3650 REIT Loan Servicing LLC isthe special servicer of the mortgage loans serviced under the Pooling andServicing Agreement, the Patewood Corporate Center Mortgage Loan, the Icon OneDaytona Mortgage Loan and the PetSmart HQ Mortgage Loan. As a result, 3650 REITLoan Servicing LLC is a “servicer” as defined in Item 1108(a)(2)(iii) ofRegulation 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 3650 REIT Loan Servicing LLC in the capacities described above arelisted in the Exhibit Index.

Computershare Trust Company,National Association is the custodian of the mortgage loans serviced under thePooling and Servicing Agreement, the Concord Mills Mortgage Loan, the 330 West34th Street Leased Fee Mortgage Loan and the IPG Portfolio Mortgage Loan. As a result, Computershare Trust Company, 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 Computershare TrustCompany, National Association in the capacities described above are listed inthe Exhibit Index.

Park Bridge Lender Services LLC isthe operating advisor of the mortgage loans serviced under the Pooling andServicing Agreement, the Concord Mills Mortgage Loan, the Patewood CorporateCenter Mortgage Loan, the Icon One Daytona Mortgage Loan and the PetSmart HQMortgage Loan.  As a result, Park Bridge Lender Services LLC is aservicing function participant in the capacities described above, because it isservicing mortgage loans that constituted 5% or more of the assets of theissuing entity as of its cut-off date. The assessments of compliance withapplicable servicing criteria and accountants’ attestation reports delivered byPark Bridge Lender Services LLC in the capacities described above are listed inthe Exhibit Index.

Wells Fargo Bank, NationalAssociation is the custodian of the Patewood Corporate Center Mortgage Loan,the Icon One Daytona Mortgage Loan and the PetSmart HQ Mortgage Loan.  Asa result, Wells Fargo Bank, National Association is a servicing functionparticipant in the capacities described above, because it is servicing mortgageloans that constituted 5% or more of the assets of the issuing entity as of itscut-off date. The assessments of compliance with applicable servicing criteria andaccountants’ attestation reports delivered by Wells Fargo Bank, NationalAssociation in the capacities described above are listed in the Exhibit Index.

WellsFargo Bank, National Association is the primary servicer of the ConcordMills Mortgage Loan.  As a result, when combined with its other capacitiesdescribed in the preceding paragraph, Wells Fargo Bank, National Association isa “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.

Rialto Capital Advisors, LLC isthe special servicer of the IPG Portfolio Mortgage Loan and the 330 West 34thStreet Leased Fee Mortgage Loan.  These mortgage loans constitute morethan 5%, but less than 10%, of the pool assets of the issuing entity. Therefore, the Depositor included in this Annual Report on Form 10-K anassessment of compliance with applicable servicing criteria for Rialto CapitalAdvisors, LLC and an accountants’ attestation report pursuant to Item 1122 ofRegulation AB because Rialto Capital Advisors, LLC is servicing more than 5% ofthe pool assets.  However, the Depositor is not required to include inthis Annual Report on Form 10-K a servicer compliance statement pursuant toItem 1123 of Regulation AB of Rialto Capital Advisors, LLC because RialtoCapital Advisors, LLC is an unaffiliated servicer servicing less than 10% ofpool assets.

Pentalpha Surveillance LLC is theoperating advisor of the 330 West 34th Street Leased Fee Mortgage Loan and theIPG Portfolio Mortgage Loan.  As a result, Pentalpha Surveillance LLC is aservicing function participant in the capacities described above, because it isservicing mortgage loans that constituted 5% or more of the assets of theissuing entity as of its cut-off date. The assessments of compliance withapplicable servicing criteria and accountants’ attestation reports delivered byPentalpha Surveillance LLC in the capacities described above are listed in theExhibit Index.

Computershare Trust Company,National Association acts as trustee of the Triple Net Portfolio Mortgage Loan,the Central States Industrial Portfolio Mortgage Loan, the Art Ovation HotelMortgage Loan, the TOTAL Plaza Mortgage Loan, the 500 Delaware Mortgage Loan,the RH HQ Mortgage Loan, the 800 Cesar Chavez Mortgage Loan, the Meadowood MallMortgage Loan, the Lakeshore Marketplace Mortgage Loan, the 330 West 34thStreet Leased Fee Mortgage Loan and the IPG Portfolio Mortgage Loan. Pursuant to the Pooling and Servicing Agreement and the pooling and servicingagreement for the Benchmark 2022-B37 Transaction, the trustee is required toprovide an assessment of compliance with applicable servicing criteria solelywith respect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances offunds or guarantees regarding collections, cash flows or distributions, and anyinterest or other fees charged for such advances, are made, reviewed andapproved as specified in the transaction agreements). However, during thereporting period, the trustee did not perform any servicing function withrespect to the servicing criteria specified in Item 1122(d)(2)(iii) ofRegulation AB.  The master servicer or the special servicer, to the extentrequired, performed the servicing function identified with respect to Item1122(d)(2)(iii) of Regulation AB, and each such party included Item1122(d)(2)(iii) of Regulation AB in the assessment of compliance withapplicable 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 Triple Net Portfolio MortgageLoan, the Central States Industrial Portfolio Mortgage Loan, the Art OvationHotel Mortgage Loan, the TOTAL Plaza Mortgage Loan, the 500 Delaware MortgageLoan, the RH HQ Mortgage Loan, the 800 Cesar Chavez Mortgage Loan, theMeadowood Mall Mortgage Loan, the Lakeshore Marketplace Mortgage Loan, , the330 West 34th Street Leased Fee Mortgage Loan and the IPG Portfolio MortgageLoan have delivered one or more assessments of compliance with respect to Item1122(d)(2)(iii) of Regulation AB.

Wells Fargo Bank, NationalAssociation acts as trustee of the Patewood Corporate Center Mortgage Loan, thePetSmart HQ Mortgage Loan and the Icon One Daytona Mortgage Loan. Pursuant to the pooling and servicing agreement for the 3650R 2021-PF1Transaction, 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 theassessment of compliance with applicable servicing criteria and accountant’sattestation report for the subject transaction.  As a result, this AnnualReport on Form 10-K does not include an assessment of compliance with applicableservicing criteria of the trustee. One or more other servicers of the PatewoodCorporate Center Mortgage Loan, the PetSmart HQ Mortgage Loan and the Icon OneDaytona Mortgage Loan have delivered one or more assessments of compliance withrespect to Item 1122(d)(2)(iii) of Regulation AB.

Wilmington Trust, NationalAssociation acts as trustee of the Concord Mills Mortgage Loan.  Pursuantto the pooling and servicing agreement for the BANK 2022-BNK44 Transaction, thetrustee is required to provide an assessment of compliance with applicableservicing criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB(regarding advances of funds or guarantees regarding collections, cash flows ordistributions, and any interest or other fees charged for such advances, aremade, reviewed and approved as specified in the transaction agreements).However, during the reporting period, the trustee did not perform any servicingfunction 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 of thetrustee. One or more other servicers of the Concord Mills Mortgage Loan havedelivered one or more assessments of compliance with respect to Item1122(d)(2)(iii) of Regulation 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 primary servicer of the Concord Mills Mortgage Loanto remit tax payments received from the escrow accounts of borrowers to localtaxing authorities, to report tax amounts due, to verify tax parcelinformation, and to verify non-escrow tax payments. These servicing functionsare included within the servicing criteria set forth in Items 1122(d)(4)(xi)and 1122(d)(4)(xii) of Regulation AB.  Therefore, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this vendoris 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 the principles-baseddefinition of “servicer” set forth in Item 1101(j) of Regulation AB that looksto the functions that an entity performs, this party is a “servicer” for thepurposes of Item 1123 of Regulation AB.  *See* Compliance andDisclosure 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 330 West 34thStreet Leased Fee Mortgage Loan, the IPG Portfolio Mortgage Loan, the ConcordMills Mortgage Loan, the Patewood Corporate Center Mortgage Loan, the PetSmartHQ Mortgage Loan and the Icon One Daytona Mortgage Loan are omitted from thisAnnual Report on Form 10-K as the certificate administrator pursuant to therelated pooling and servicing agreement or trust and servicing agreement doesnot perform any activities that address servicing criteria with respect to theissuing entity and because they are each not a “servicer” that meets thecriteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

With respect to the *pari passu*loan combinations that include the 330 West 34th Street Leased Fee MortgageLoan, the IPG Portfolio Mortgage Loan and the Concord Mills Mortgage Loan, theservicer compliance statements of Rialto Capital Advisors, LLC as specialservicer of the 330 West 34th Street Leased Fee Mortgage Loan and the IPGPortfolio Mortgage Loan and KeyBank National Association as special servicer ofthe Concord Mills Mortgage Loan, listed on the Exhibit Index are omitted fromthis Annual Report on Form 10-K as they are not required by Item 1123 ofRegulation AB to be included on this Annual Report on Form 10-K because theyare each an unaffiliated party that is not a “servicer” that meets the criteriain Item 1108(a)(2)(i) through (iii) of Regulation AB.

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

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

None.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6. **

[Reserved]

**Item 7.  Management’s Discussion and Analysis of FinancialCondition 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 ObligorFinancial Information.**

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 Wells Fargo Bank, National Association, ascertificate administrator, trustee and custodian.

In December 2014, Phoenix Light SFLimited (Phoenix Light) and certain related entities filed a complaint in theUnited States District Court for the Southern District of New York allegingclaims against Wells Fargo Bank, N.A., in its capacity as trustee for a numberof residential mortgage-backed securities (RMBS) trusts. Complaints raisingsimilar allegations have been filed by Commerzbank AG in the Southern Districtof New York and by IKB International and IKB Deutsche Industriebank in New Yorkstate court. In each case, the plaintiffs allege that Wells Fargo Bank, N.A.,as trustee, 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 November 30, 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 AAto the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1to this Annual Report on Form 10-K is a chart identifying the entities participatingin a servicing function for the transaction responsible for each applicableservicing 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 Patewood Corporate CenterMortgage Loan, the PetSmart HQ Mortgage Loan and the Icon One Daytona MortgageLoan, which are being serviced and administered pursuant to the pooling andservicing agreement for the 3650R 2021-PF1 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to thepooling and servicing agreement for the 3650R 2021-PF1 Transaction incorporatedby reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the 3650R2021-PF1 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 330 West 34th Street Leased FeeMortgage Loan and the IPG Portfolio Mortgage Loan, which are being serviced andadministered pursuant to the pooling and servicing agreement for the Benchmark2022-B37 Transaction, are attached hereto under Item 15 to this Annual Reporton Form 10-K. Attached as Exhibit AA to the pooling and servicing agreement forthe Benchmark 2022-B37 Transaction incorporated by reference as Exhibit 4.3 tothis Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the Benchmark 2022-B37 Transactionresponsible for each applicable 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 Concord Mills Mortgage Loan,which is being serviced and administered pursuant to the pooling and servicingagreement for the BANK 2022-BNK44 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 2022-BNK44 Transaction incorporated byreference as Exhibit 4.4 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the BANK2022-BNK44 Transaction responsible for each applicable servicing criteria set forthin 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.

**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          Pooling and Servicing Agreement, dated as of November 1,2022, among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor,Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer, 3650 REIT Loan Servicing LLC, as Special Servicer, ComputershareTrust Company, National Association, as Certificate Administrator and asTrustee, and Park Bridge Lender Services LLC, as Operating Advisor and as AssetRepresentations Reviewer (filed as Exhibit 4.1 to the registrant’s CurrentReport on Form 8-K filed on November 30, 2022 under Commission File No.333-255181-02 and incorporated by reference herein).

4.2          Pooling and Servicing Agreement, dated as of November 1,2021, among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor,Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Wells Fargo Bank,National Association, as Certificate Administrator and as Trustee, and ParkBridge Lender Services LLC, as Operating Advisor and as Asset RepresentationsReviewer (filed as Exhibit 4.3 to the registrant’s Current Report on Form 8-Kfiled on November 30, 2022 under Commission File No. 333-255181-02 andincorporated by reference herein). 

4.3          Pooling and Servicing Agreement, dated as ofOctober 1, 2022, among GS Mortgage Securities Corporation II, asDepositor, Midland Loan Services, a Division of PNC Bank, National Association,as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,Computershare Trust Company, National Association, as Certificate Administratorand as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and asAsset Representations Reviewer (filed as Exhibit 4.2 to the registrant’sCurrent Report on Form 8-K filed on November 30, 2022 under Commission File No.333-255181-02 and incorporated by reference herein).

4.4          Pooling and Servicing Agreement, dated as of November 1,2022,between Morgan StanleyCapital I Inc., as Depositor, Wells Fargo Bank, National Association, asGeneral Master Servicer, KeyBank National Association, as General SpecialServicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCBSpecial Servicer, Computershare Trust Company, National Association, asCertificate Administrator, Wilmington Trust, National Association, as Trustee,and Park Bridge Lender Services LLC, as Operating Advisor and as AssetRepresentations Reviewer (filed as Exhibit 4.19 to the registrant’s CurrentReport on Form 8-K/A filed on December 19, 2022 under Commission File No.333-255181-02 and incorporated by reference herein).

4.5          Agreement Between Note Holders, dated as of October 11,2022, by and between Bank of America, N.A., as Initial Note A-1-1 Holder, InitialNote A-1-2 Holder, Initial Note A-1-3 Holder and Initial Note A-1-4 Holder, andDBR Investments Co. Limited, as Initial Note A-2-1 Holder, Initial Note A-2-2Holder, Initial Note A-2-3 Holder and Initial Note A-2-4 Holder (filed asExhibit 4.4 to the registrant’s Current Report on Form 8-K filed on November30, 2022 under Commission File No. 333-255181-02 and incorporated by referenceherein). 

4.6          Agreement Between Note Holders, dated as of November 30,2022, by and between 3650 Real Estate Investment Trust 2 LLC, as Initial NoteA-1 Holder, 3650 Real Estate Investment Trust 2 LLC, as Initial Note A-2Holder, 3650 Real Estate Investment Trust 2 LLC, as Initial Note A-3 Holder,3650 Real Estate Investment Trust 2 LLC, as Initial Note A-4 Holder, and 3650Real Estate Investment Trust 2 LLC, as Initial Note A-5 Holder (filed asExhibit 4.5 to the registrant’s Current Report on Form 8-K filed on November30, 2022 under Commission File No. 333-255181-02 and incorporated by referenceherein).

4.7          Co-Lender Agreement, dated as of November 3, 2022,between DBR Investments Co. Limited, as Note A-1 Holder, DBR InvestmentsCo. Limited, as Note A-2 Holder, DBR Investments Co. Limited, as Note A-3Holder, DBR Investments Co. Limited, as Note A-4 Holder, and DBR InvestmentsCo. Limited, as Note A-5 Holder (filed as Exhibit 4.6 to the registrant’sCurrent Report on Form 8-K filed on November 30, 2022 under Commission File No.333-255181-02 and incorporated by reference herein).

4.8          Agreement Between Note Holders, dated as of October 7,2022, by and between 3650 REIT Warehouse Facility Entity 2A LLC, as InitialNote A-1 Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial NoteA-2 Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-3Holder, and 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-4Holder (filed as Exhibit 4.7 to the registrant’s Current Report on Form 8-Kfiled on November 30, 2022 under Commission File No. 333-255181-02 andincorporated by reference herein).

4.9          Agreement Between Note Holders, dated as of October 7,2022, by and between 3650 REIT Warehouse Facility Entity 2A LLC, as InitialNote A-1 Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial NoteA-2 Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-3Holder, and 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-4Holder (filed as Exhibit 4.8 to the registrant’s Current Report on Form 8-Kfiled on November 30, 2022 under Commission File No. 333-255181-02 andincorporated by reference herein).

4.10        Agreement Between Note Holders, dated as of October 6,2022, by and among Column Financial, Inc., as Initial Note A-1 Holder, ColumnFinancial, Inc., as Initial Note A-2 Holder, Column Financial, Inc., as InitialNote A-3 Holder, Column Financial, Inc., as Initial Note A-4 Holder, ColumnFinancial, Inc., as Initial Note A-5 Holder, Column Financial, Inc., as InitialNote A-6 Holder, and Column Financial, Inc., as Initial Note A-7 Holder (filedas Exhibit 4.9 to the registrant’s Current Report on Form 8-K filed on November30, 2022 under Commission File No. 333-255181-02 and incorporated by referenceherein).

4.11        Agreement Between Note Holders, dated as of November 30,2022, by and between 3650 REIT Warehouse Facility Entity 2A LLC, as InitialNote A-1 Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial NoteA-2 Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-3Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-4 Holder,and 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-5 Holder(filed as Exhibit 4.10 to the registrant’s Current Report on Form 8-K filed onNovember 30, 2022 under Commission File No. 333-255181-02 and incorporated byreference herein).

4.12        Amended and Restated Agreement Between Note Holders,dated as of November 30, 2022, by and between Midland Loan Services, a Divisionof PNC Bank, National Association, as Master Servicer on behalf of Wells FargoBank, National Association, as Trustee for the benefit of the RegisteredHolders of 3650R 2021 – PF1 Mortgage Trust Commercial Pass-Through CertificatesSeries 2021-PF1, as Initial Note A-1 Holder, 3650 REIT Warehouse Facility Entity2A LLC, as Initial Note A-2 Holder, 3650 REIT Warehouse Facility Entity 2A LLC,as Initial Note A-3 Holder, and 3650 REIT Warehouse Facility Entity 2A LLC, asInitial Note A-4 Holder (filed as Exhibit 4.11 to the registrant’s CurrentReport on Form 8-K filed on November 30, 2022 under Commission File No.333-255181-02 and incorporated by reference herein).

4.13        Co-Lender Agreement, dated as of October 25, 2022, by andbetween Citi Real Estate Funding Inc., as Initial Note A-1 Holder, Citi RealEstate Funding Inc., as Initial Note A-2-1 Holder, Citi Real Estate FundingInc., as Initial Note A-2-2 Holder, and Citi Real Estate Funding Inc., asInitial Note A-3 Holder (filed as Exhibit 4.12 to the registrant’s CurrentReport on Form 8-K filed on November 30, 2022 under Commission File No.333-255181-02 and incorporated by reference herein).

4.14        Agreement Between Note Holders, dated as of November 30,2022, by and between 3650 REIT Warehouse Facility Entity 2A LLC, as InitialNote A-1 Holder, and 3650 REIT Warehouse Facility Entity 2A LLC, as InitialNote A-2 Holder (filed as Exhibit 4.13 to the registrant’s Current Report onForm 8-K filed on November 30, 2022 under Commission File No. 333-255181-02 andincorporated by reference herein).

4.15        Agreement Between Note Holders, dated as of November 30,2022, by and between 3650 REIT Warehouse Facility Entity 2A LLC, as InitialNote A-1 Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial NoteA-2 Holder, and 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-3Holder (filed as Exhibit 4.14 to the registrant’s Current Report on Form 8-Kfiled on November 30, 2022 under Commission File No. 333-255181-02 andincorporated by reference herein).

4.16        Agreement Between Noteholders, dated as of November 5,2021, between Wells Fargo Bank, National Association, as Note A-1 Holder,Barclays Capital Real Estate Inc., as Note A-2 Holder, Bank of Montreal, asNote A-3 Holder, 3650 Real Estate Investment Trust 2 LLC, as Note A-4 Holder,and 3650 Cal Bridge Reno LLC, as Note B Holder (filed as Exhibit 4.15 to theregistrant’s Current Report on Form 8-K filed on November 30, 2022 underCommission File No. 333-255181-02 and incorporated by reference herein).

4.17        Amended and Restated Agreement Between Note Holders,dated as of November 30, 2022, by and between Midland Loan Services, a Divisionof PNC Bank, National Association, as Master Servicer on behalf of Wells FargoBank, National Association, as Trustee for the benefit of the RegisteredHolders of 3650R 2021 – PF1 Mortgage Trust Commercial Pass-Through CertificatesSeries 2021-PF1, as Initial Note A-1 Holder, 3650 REIT Warehouse FacilityEntity 2A LLC, as Initial Note A-2 Holder, 3650 REIT Warehouse Facility Entity2A LLC, as Initial Note A-3 Holder, and 3650 REIT Warehouse Facility Entity 2ALLC, as Initial Note A-4 Holder (filed as Exhibit 4.16 to the registrant’sCurrent Report on Form 8-K filed on November 30, 2022 under Commission File No.333-255181-02 and incorporated by reference herein).

4.18        Amended and Restated Agreement Between Note Holders,dated as of October 7, 2022, by and between Midland Loan Services, a Divisionof PNC Bank, National Association, as Master Servicer on behalf of Wells FargoBank, National Association, as Trustee for the benefit of the RegisteredHolders of 3650R 2021 – PF1 Mortgage Trust Commercial Pass-Through CertificatesSeries 2021-PF1, as Initial Note A-1 Holder, 3650 REIT Warehouse FacilityEntity 2A LLC, as Initial Note A-2 Holder, 3650 REIT Warehouse Facility Entity2A LLC, as Initial Note A-3 Holder, and 3650 REIT Warehouse Facility Entity 2ALLC, as Initial Note A-4 Holder (filed as Exhibit 4.17 to the registrant’sCurrent Report on Form 8-K filed on November 30, 2022 under Commission File No.333-255181-02 and incorporated by reference herein).

4.19        Agreement Between Note Holders, dated as of October 7,2022, by and between 3650 REIT Warehouse Facility Entity 2A LLC, as InitialNote A-1 Holder, and 3650 REIT Warehouse Facility Entity 2A LLC, as Initial NoteA-2 Holder (filed as Exhibit 4.18 to the registrant’s Current Report on Form8-K filed on November 30, 2022 under Commission File No. 333-255181-02 andincorporated 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        Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

33.2        3650 REIT Loan Servicing LLC, as Special Servicer

33.3        Computershare Trust Company, National Association,as Trustee and Certificate Administrator

33.4        Computershare Trust Company, National Association,as Custodian

33.5        Park Bridge Lender Services LLC, as OperatingAdvisor

33.6        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Triple Net Portfolio MortgageLoan (see Exhibit 33.1)

33.7        3650 REIT Loan Servicing LLC, as Special Servicerof the Triple Net Portfolio Mortgage Loan (see Exhibit 33.2)

33.8        Computershare Trust Company, National Association, as Trustee of the Triple NetPortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

33.9        Computershare Trust Company, National Association,as Custodian of the Triple Net Portfolio Mortgage Loan (see Exhibit 33.4)

33.10      Park Bridge Lender Services LLC, as OperatingAdvisor of the Triple Net Portfolio Mortgage Loan (see Exhibit 33.5)

33.11      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Central States IndustrialPortfolio Mortgage Loan (see Exhibit 33.1)

33.12      3650 REIT Loan Servicing LLC, as Special Servicerof the Central States Industrial Portfolio Mortgage Loan (see Exhibit 33.2)

33.13      Computershare Trust Company, National Association, as Trustee of the CentralStates Industrial Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

33.14      Computershare Trust Company, National Association,as Custodian of the Central States Industrial Portfolio Mortgage Loan (seeExhibit 33.4)

33.15      Park Bridge Lender Services LLC, as OperatingAdvisor of the Central States Industrial Portfolio Mortgage Loan (see Exhibit33.5)

33.16      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Art Ovation Hotel MortgageLoan (see Exhibit 33.1)

33.17      3650 REIT Loan Servicing LLC, as Special Servicerof the Art Ovation Hotel Mortgage Loan (see Exhibit 33.2)

33.18       ComputershareTrust Company, National Association, as Trustee of the Art Ovation HotelMortgage Loan (Omitted. See Explanatory Notes.) 

33.19      Computershare Trust Company, National Association,as Custodian of the Art Ovation Hotel Mortgage Loan (see Exhibit 33.4)

33.20      Park Bridge Lender Services LLC, as OperatingAdvisor of the Art Ovation Hotel Mortgage Loan (see Exhibit 33.5)

33.21      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the TOTAL Plaza Mortgage Loan (seeExhibit 33.1)

33.22      3650 REIT Loan Servicing LLC, as Special Servicerof the TOTAL Plaza Mortgage Loan (see Exhibit 33.2)

33.23       ComputershareTrust Company, National Association, as Trustee of the TOTAL Plaza MortgageLoan (Omitted. See Explanatory Notes.)

33.24      Computershare Trust Company, National Association,as Custodian of the TOTAL Plaza Mortgage Loan (see Exhibit 33.4)

33.25      Park Bridge Lender Services LLC, as OperatingAdvisor of the TOTAL Plaza Mortgage Loan (see Exhibit 33.5)

33.26      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 500 Delaware Mortgage Loan(see Exhibit 33.1)

33.27      3650 REIT Loan Servicing LLC, as Special Servicerof the 500 Delaware Mortgage Loan (see Exhibit 33.2)

33.28      Computershare Trust Company, National Association, as Trustee of the 500Delaware Mortgage Loan (Omitted. See Explanatory Notes.)

33.29      Computershare Trust Company, National Association,as Custodian of the 500 Delaware Mortgage Loan (see Exhibit 33.4)

33.30      Park Bridge Lender Services LLC, as Operating Advisorof the 500 Delaware Mortgage Loan (see Exhibit 33.5)

33.31      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the RH HQ Mortgage Loan (seeExhibit 33.1)

33.32      3650 REIT Loan Servicing LLC, as Special Servicerof the RH HQ Mortgage Loan (see Exhibit 33.2)

33.33      Computershare Trust Company, National Association, as Trustee of the RH HQMortgage Loan (Omitted. See Explanatory Notes.)

33.34      Computershare Trust Company, National Association,as Custodian of the RH HQ Mortgage Loan (see Exhibit 33.4)

33.35      Park Bridge Lender Services LLC, as Operating Advisorof the RH HQ Mortgage Loan (see Exhibit 33.5)

33.36      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 800 Cesar Chavez Mortgage Loan(see Exhibit 33.1)

33.37      3650 REIT Loan Servicing LLC, as Special Servicerof the 800 Cesar Chavez Mortgage Loan (see Exhibit 33.2)

33.38      Computershare Trust Company, National Association, as Trustee of the 800 CesarChavez Mortgage Loan (Omitted. See Explanatory Notes.)

33.39      Computershare Trust Company, National Association,as Custodian of the 800 Cesar Chavez Mortgage Loan (see Exhibit 33.4)

33.40      Park Bridge Lender Services LLC, as OperatingAdvisor of the 800 Cesar Chavez Mortgage Loan (see Exhibit 33.5)

33.41      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Meadowood Mall Mortgage Loan(see Exhibit 33.1)

33.42      3650 REIT Loan Servicing LLC, as Special Servicerof the Meadowood Mall Mortgage Loan (see Exhibit 33.2)

33.43      Computershare Trust Company, National Association, as Trustee of the MeadowoodMall Mortgage Loan (Omitted. See Explanatory Notes.)

33.44      Computershare Trust Company, National Association,as Custodian of the Meadowood Mall Mortgage Loan (see Exhibit 33.4)

33.45      Park Bridge Lender Services LLC, as OperatingAdvisor of the Meadowood Mall Mortgage Loan (see Exhibit 33.5)

33.46      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Lakeshore Marketplace MortgageLoan (see Exhibit 33.1)

33.47      3650 REIT Loan Servicing LLC, as Special Servicerof the Lakeshore Marketplace Mortgage Loan (see Exhibit 33.2)

33.48       ComputershareTrust Company, National Association, as Trustee of the Lakeshore MarketplaceMortgage Loan (Omitted. See Explanatory Notes.)

33.49      Computershare Trust Company, National Association,as Custodian of the Lakeshore Marketplace Mortgage Loan (see Exhibit 33.4)

33.50      Park Bridge Lender Services LLC, as OperatingAdvisor of the Lakeshore Marketplace Mortgage Loan (see Exhibit 33.5)

33.51      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Patewood Corporate CenterMortgage Loan (see Exhibit 33.1)

33.52      3650 REIT Loan Servicing LLC, as Special Servicerof the Patewood Corporate Center Mortgage Loan (see Exhibit 33.2)

33.53      Wells Fargo Bank, National Association, as Trustee of the Patewood CorporateCenter Mortgage Loan (Omitted. See Explanatory Notes.)

33.54      Wells Fargo Bank, National Association, asCustodian of the Patewood Corporate Center Mortgage Loan

33.55      Park Bridge Lender Services LLC, as OperatingAdvisor of the Patewood Corporate Center Mortgage Loan (see Exhibit 33.5)

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

33.57      Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Primary Servicer of the Icon One Daytona Mortgage Loan (seeExhibit 33.1)

33.58      3650 REIT Loan Servicing LLC, as Special Servicerof the Icon One Daytona Mortgage Loan (see Exhibit 33.2)

33.59      Wells Fargo Bank, National Association, as Trustee of the Icon One DaytonaMortgage Loan (Omitted. See Explanatory Notes.)

33.60      Wells Fargo Bank, National Association, asCustodian of the Icon One Daytona Mortgage Loan (see Exhibit 33.54)

33.61      Park Bridge Lender Services LLC, as OperatingAdvisor of the Icon One Daytona Mortgage Loan (see Exhibit 33.5)

33.62      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.56)

33.63      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the PetSmart HQ Mortgage Loan (seeExhibit 33.1)

33.64      3650 REIT Loan Servicing LLC, as Special Servicerof the PetSmart HQ Mortgage Loan (see Exhibit 33.2)

33.65      Wells Fargo Bank, National Association, as Trustee of the PetSmart HQ MortgageLoan (Omitted. See Explanatory Notes.)

33.66      Wells Fargo Bank, National Association, asCustodian of the PetSmart HQ Mortgage Loan (see Exhibit 33.54)

33.67      Park Bridge Lender Services LLC, as OperatingAdvisor of the PetSmart HQ Mortgage Loan (see Exhibit 33.5)

33.68      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.56)

33.69      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 330 West 34th Street LeasedFee Mortgage Loan (see Exhibit 33.1)

33.70      Rialto Capital Advisors, LLC, as Special Servicerof the 330 West 34th Street Leased Fee Mortgage Loan

33.71      Computershare Trust Company, National Association, as Trustee of the 330 West34th Street Leased Fee Mortgage Loan (Omitted. See Explanatory Notes.)

33.72      Computershare Trust Company, National Association,as Custodian of the 330 West 34th Street Leased Fee Mortgage Loan (see Exhibit33.4)

33.73      Pentalpha Surveillance LLC, as Operating Advisorof the 330 West 34th Street Leased Fee Mortgage Loan

33.74      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the IPG Portfolio Mortgage Loan(see Exhibit 33.1)

33.75      Rialto Capital Advisors, LLC, as Special Servicerof the IPG Portfolio Mortgage Loan (see Exhibit 33.70)

33.76      Computershare Trust Company, National Association, as Trustee of the IPGPortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

33.77      Computershare Trust Company, National Association,as Custodian of the IPG Portfolio Mortgage Loan (see Exhibit 33.4)

33.78      Pentalpha Surveillance LLC, as Operating Advisorof the IPG Portfolio Mortgage Loan (see Exhibit 33.73)

33.79      Wells Fargo Bank, National Association, as PrimaryServicer of the Concord Mills Mortgage Loan

33.80      KeyBank National Association, as Special Servicerof the Concord Mills Mortgage Loan

33.81      Wilmington Trust, National Association, as Trustee of the Concord MillsMortgage Loan (Omitted. See Explanatory Notes.)

33.82      Computershare Trust Company, National Association,as Custodian of the Concord Mills Mortgage Loan (see Exhibit 33.4)

33.83      Park Bridge Lender Services LLC, as OperatingAdvisor of the Concord Mills Mortgage Loan (see Exhibit 33.5)

33.84      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Concord Mills Mortgage Loan

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

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

34.2        3650 REIT Loan Servicing LLC, as Special Servicer

34.3        Computershare Trust Company, National Association,as Trustee and Certificate Administrator

34.4        Computershare Trust Company, National Association,as Custodian

34.5        Park Bridge Lender Services LLC, as OperatingAdvisor

34.6        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Triple Net Portfolio MortgageLoan (see Exhibit 34.1)

34.7        3650 REIT Loan Servicing LLC, as Special Servicerof the Triple Net Portfolio Mortgage Loan (see Exhibit 34.2)

34.8        Computershare Trust Company, National Association, as Trustee of the Triple NetPortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

34.9        Computershare Trust Company, National Association,as Custodian of the Triple Net Portfolio Mortgage Loan (see Exhibit 34.4)

34.10      Park Bridge Lender Services LLC, as OperatingAdvisor of the Triple Net Portfolio Mortgage Loan (see Exhibit 34.5)

34.11      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Central States IndustrialPortfolio Mortgage Loan (see Exhibit 34.1)

34.12      3650 REIT Loan Servicing LLC, as Special Servicerof the Central States Industrial Portfolio Mortgage Loan (see Exhibit 34.2)

34.13      Computershare Trust Company, National Association, as Trustee of the CentralStates Industrial Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

34.14      Computershare Trust Company, National Association,as Custodian of the Central States Industrial Portfolio Mortgage Loan (seeExhibit 34.4)

34.15      Park Bridge Lender Services LLC, as OperatingAdvisor of the Central States Industrial Portfolio Mortgage Loan (see Exhibit34.5)

34.16      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Art Ovation Hotel MortgageLoan (see Exhibit 34.1)

34.17      3650 REIT Loan Servicing LLC, as Special Servicerof the Art Ovation Hotel Mortgage Loan (see Exhibit 34.2)

34.18      Computershare Trust Company, National Association, as Trustee of the ArtOvation Hotel Mortgage Loan (Omitted. See Explanatory Notes.) 

34.19      Computershare Trust Company, National Association,as Custodian of the Art Ovation Hotel Mortgage Loan (see Exhibit 34.4)

34.20      Park Bridge Lender Services LLC, as OperatingAdvisor of the Art Ovation Hotel Mortgage Loan (see Exhibit 34.5)

34.21      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the TOTAL Plaza Mortgage Loan (seeExhibit 34.1)

34.22      3650 REIT Loan Servicing LLC, as Special Servicerof the TOTAL Plaza Mortgage Loan (see Exhibit 34.2)

34.23      Computershare Trust Company, National Association, as Trustee of the TOTALPlaza Mortgage Loan (Omitted. See Explanatory Notes.)

34.24      Computershare Trust Company, National Association,as Custodian of the TOTAL Plaza Mortgage Loan (see Exhibit 34.4)

34.25      Park Bridge Lender Services LLC, as OperatingAdvisor of the TOTAL Plaza Mortgage Loan (see Exhibit 34.5)

34.26      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 500 Delaware Mortgage Loan(see Exhibit 34.1)

34.27      3650 REIT Loan Servicing LLC, as Special Servicer ofthe 500 Delaware Mortgage Loan (see Exhibit 34.2)

34.28      Computershare Trust Company, National Association, as Trustee of the 500Delaware Mortgage Loan (Omitted. See Explanatory Notes.)

34.29      Computershare Trust Company, National Association,as Custodian of the 500 Delaware Mortgage Loan (see Exhibit 34.4)

34.30      Park Bridge Lender Services LLC, as OperatingAdvisor of the 500 Delaware Mortgage Loan (see Exhibit 34.5)

34.31      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the RH HQ Mortgage Loan (seeExhibit 34.1)

34.32      3650 REIT Loan Servicing LLC, as Special Servicerof the RH HQ Mortgage Loan (see Exhibit 34.2)

34.33      Computershare Trust Company, National Association, as Trustee of the RH HQMortgage Loan (Omitted. See Explanatory Notes.)

34.34      Computershare Trust Company, National Association,as Custodian of the RH HQ Mortgage Loan (see Exhibit 34.4)

34.35      Park Bridge Lender Services LLC, as OperatingAdvisor of the RH HQ Mortgage Loan (see Exhibit 34.5)

34.36      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 800 Cesar Chavez Mortgage Loan(see Exhibit 34.1)

34.37      3650 REIT Loan Servicing LLC, as Special Servicerof the 800 Cesar Chavez Mortgage Loan (see Exhibit 34.2)

34.38      Computershare Trust Company, National Association, as Trustee of the 800 CesarChavez Mortgage Loan (Omitted. See Explanatory Notes.)

34.39      Computershare Trust Company, National Association,as Custodian of the 800 Cesar Chavez Mortgage Loan (see Exhibit 34.4)

34.40      Park Bridge Lender Services LLC, as OperatingAdvisor of the 800 Cesar Chavez Mortgage Loan (see Exhibit 34.5)

34.41      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Meadowood Mall Mortgage Loan(see Exhibit 34.1)

34.42      3650 REIT Loan Servicing LLC, as Special Servicerof the Meadowood Mall Mortgage Loan (see Exhibit 34.2)

34.43      Computershare Trust Company, National Association, as Trustee of the MeadowoodMall Mortgage Loan (Omitted. See Explanatory Notes.)

34.44      Computershare Trust Company, National Association,as Custodian of the Meadowood Mall Mortgage Loan (see Exhibit 34.4)

34.45      Park Bridge Lender Services LLC, as OperatingAdvisor of the Meadowood Mall Mortgage Loan (see Exhibit 34.5)

34.46      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Lakeshore Marketplace MortgageLoan (see Exhibit 34.1)

34.47      3650 REIT Loan Servicing LLC, as Special Servicerof the Lakeshore Marketplace Mortgage Loan (see Exhibit 34.2)

34.48      Computershare Trust Company, National Association, as Trustee of the LakeshoreMarketplace Mortgage Loan (Omitted. See Explanatory Notes.)

34.49      Computershare Trust Company, National Association,as Custodian of the Lakeshore Marketplace Mortgage Loan (see Exhibit 34.4)

34.50      Park Bridge Lender Services LLC, as OperatingAdvisor of the Lakeshore Marketplace Mortgage Loan (see Exhibit 34.5)

34.51      Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Primary Servicer of the Patewood Corporate Center Mortgage Loan(see Exhibit 34.1)

34.52      3650 REIT Loan Servicing LLC, as Special Servicerof the Patewood Corporate Center Mortgage Loan (see Exhibit 34.2)

34.53      Wells Fargo Bank, National Association, as Trustee of the Patewood CorporateCenter Mortgage Loan (Omitted. See Explanatory Notes.)

34.54      Wells Fargo Bank, National Association, asCustodian of the Patewood Corporate Center Mortgage Loan

34.55      Park Bridge Lender Services LLC, as OperatingAdvisor of the Patewood Corporate Center Mortgage Loan (see Exhibit 34.5)

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

34.57      Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Primary Servicer of the Icon One Daytona Mortgage Loan (seeExhibit 34.1)

34.58      3650 REIT Loan Servicing LLC, as Special Servicerof the Icon One Daytona Mortgage Loan (see Exhibit 34.2)

34.59      Wells Fargo Bank, National Association, as Trustee of the Icon One DaytonaMortgage Loan (Omitted. See Explanatory Notes.)

34.60      Wells Fargo Bank, National Association, asCustodian of the Icon One Daytona Mortgage Loan (see Exhibit 34.54)

34.61      Park Bridge Lender Services LLC, as OperatingAdvisor of the Icon One Daytona Mortgage Loan (see Exhibit 34.5)

34.62      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.56)

34.63      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the PetSmart HQ Mortgage Loan (seeExhibit 34.1)

34.64      3650 REIT Loan Servicing LLC, as Special Servicerof the PetSmart HQ Mortgage Loan (see Exhibit 34.2)

34.65      Wells Fargo Bank, National Association, as Trustee of the PetSmart HQ MortgageLoan (Omitted. See Explanatory Notes.)

34.66      Wells Fargo Bank, National Association, asCustodian of the PetSmart HQ Mortgage Loan (see Exhibit 34.54)

34.67      Park Bridge Lender Services LLC, as OperatingAdvisor of the PetSmart HQ Mortgage Loan (see Exhibit 34.5)

34.68      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.56)

34.69      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 330 West 34th Street LeasedFee Mortgage Loan (see Exhibit 34.1)

34.70      Rialto Capital Advisors, LLC, as Special Servicerof the 330 West 34th Street Leased Fee Mortgage Loan

34.71      Computershare Trust Company, National Association, as Trustee of the 330 West34th Street Leased Fee Mortgage Loan (Omitted. See Explanatory Notes.)

34.72      Computershare Trust Company, National Association,as Custodian of the 330 West 34th Street Leased Fee Mortgage Loan (see Exhibit34.4)

34.73      Pentalpha Surveillance LLC, as Operating Advisorof the 330 West 34th Street Leased Fee Mortgage Loan

34.74      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the IPG Portfolio Mortgage Loan(see Exhibit 34.1)

34.75      Rialto Capital Advisors, LLC, as Special Servicerof the IPG Portfolio Mortgage Loan (see Exhibit 34.70)

34.76      Computershare Trust Company, National Association, as Trustee of the IPGPortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

34.77      Computershare Trust Company, National Association,as Custodian of the IPG Portfolio Mortgage Loan (see Exhibit 34.4)

34.78      Pentalpha Surveillance LLC, as Operating Advisorof the IPG Portfolio Mortgage Loan (see Exhibit 34.73)

34.79      Wells Fargo Bank, National Association, as PrimaryServicer of the Concord Mills Mortgage Loan

34.80      KeyBank National Association, as Special Servicerof the Concord Mills Mortgage Loan

34.81      Wilmington Trust, National Association, as Trustee of the Concord MillsMortgage Loan (Omitted. See Explanatory Notes.)

34.82      Computershare Trust Company, National Association,as Custodian of the Concord Mills Mortgage Loan (see Exhibit 34.4)

34.83      Park Bridge Lender Services LLC, as OperatingAdvisor of the Concord Mills Mortgage Loan (see Exhibit 34.5)

34.84      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Concord Mills Mortgage Loan

35           Servicer compliance statements.

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

35.2        3650 REIT Loan Servicing LLC, as Special Servicer

35.3        Computershare Trust Company, National Association,as Certificate Administrator

35.4        Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Primary Servicer of the Triple Net Portfolio Mortgage Loan (seeExhibit 35.1)

35.5        3650 REIT Loan Servicing LLC, as Special Servicerof the Triple Net Portfolio Mortgage Loan (see Exhibit 35.2)

35.6        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Central States IndustrialPortfolio Mortgage Loan (see Exhibit 35.1)

35.7        3650 REIT Loan Servicing LLC, as Special Servicerof the Central States Industrial Portfolio Mortgage Loan (see Exhibit 35.2)

35.8        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Art Ovation Hotel MortgageLoan (see Exhibit 35.1)

35.9        3650 REIT Loan Servicing LLC, as Special Servicerof the Art Ovation Hotel Mortgage Loan (see Exhibit 35.2)

35.10      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the TOTAL Plaza Mortgage Loan (seeExhibit 35.1)

35.11      3650 REIT Loan Servicing LLC, as Special Servicerof the TOTAL Plaza Mortgage Loan (see Exhibit 35.2)

35.12      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 500 Delaware Mortgage Loan(see Exhibit 35.1)

35.13      3650 REIT Loan Servicing LLC, as Special Servicerof the 500 Delaware Mortgage Loan (see Exhibit 35.2)

35.14      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the RH HQ Mortgage Loan (seeExhibit 35.1)

35.15      3650 REIT Loan Servicing LLC, as Special Servicerof the RH HQ Mortgage Loan (see Exhibit 35.2)

35.16      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 800 Cesar Chavez Mortgage Loan(see Exhibit 35.1)

35.17      3650 REIT Loan Servicing LLC, as Special Servicerof the 800 Cesar Chavez Mortgage Loan (see Exhibit 35.2)

35.18      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Meadowood Mall Mortgage Loan(see Exhibit 35.1)

35.19      3650 REIT Loan Servicing LLC, as Special Servicerof the Meadowood Mall Mortgage Loan (see Exhibit 35.2)

35.20      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Lakeshore Marketplace MortgageLoan (see Exhibit 35.1)

35.21      3650 REIT Loan Servicing LLC, as Special Servicerof the Lakeshore Marketplace Mortgage Loan (see Exhibit 35.2)

35.22      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Patewood Corporate CenterMortgage Loan (see Exhibit 35.1)

35.23      3650 REIT Loan Servicing LLC, as Special Servicer ofthe Patewood Corporate Center Mortgage Loan (see Exhibit 35.2)

35.24      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Icon One Daytona Mortgage Loan(see Exhibit 35.1)

35.25      3650 REIT Loan Servicing LLC, as Special Servicerof the Icon One Daytona Mortgage Loan (see Exhibit 35.2)

35.26      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the PetSmart HQ Mortgage Loan (seeExhibit 35.1)

35.27      3650 REIT Loan Servicing LLC, as Special Servicerof the PetSmart HQ Mortgage Loan (see Exhibit 35.2)

35.28      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 330 West 34th Street LeasedFee Mortgage Loan (see Exhibit 35.1)

35.29      Rialto Capital Advisors, LLC, as Special Servicer of the 330 West 34th StreetLeased Fee Mortgage Loan (Omitted. See Explanatory Notes.)

35.30      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the IPG Portfolio Mortgage Loan(see Exhibit 35.1)

35.31      Rialto Capital Advisors, LLC, as Special Servicer of the IPG Portfolio MortgageLoan (Omitted. See Explanatory Notes.)

35.32      Wells Fargo Bank, National Association, as PrimaryServicer of the Concord Mills Mortgage Loan

35.33      KeyBank National Association, as Special Servicer of the Concord Mills MortgageLoan (Omitted. See Explanatory Notes.)

99.1        Mortgage Loan Purchase Agreement, dated as of November30, 2022, between 3650 REIT Commercial Mortgage Securities II LLC and 3650 RealEstate Investment Trust 2 LLC (filed as Exhibit 99.1 to the registrant’sCurrent Report on Form 8-K filed on November 30, 2022 under Commission File No.333-255181-02 and incorporated by reference herein).

99.2        Mortgage Loan Purchase Agreement, dated as of November30, 2022, between 3650 REIT Commercial Mortgage Securities II LLC and GermanAmerican Capital Corporation (filed as Exhibit 99.2 to the registrant’s CurrentReport on Form 8-K filed on November 30, 2022 under Commission File No.333-255181-02 and incorporated by reference herein).

99.3        Mortgage Loan Purchase Agreement, dated as of November30, 2022, between 3650 REIT Commercial Mortgage Securities II LLC and Citi RealEstate Funding Inc. (filed as Exhibit 99.3 to the registrant’s Current Reporton Form 8-K filed on November 30, 2022 under Commission File No. 333-255181-02and incorporated by reference herein).

99.4        Mortgage Loan Purchase Agreement, dated as of November30, 2022, between 3650 REIT Commercial Mortgage Securities II LLC and ColumnFinancial, Inc. (filed as Exhibit 99.4 to the registrant’s Current Report onForm 8-K filed on November 30, 2022 under Commission File No. 333-255181-02 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.

3650 REIT Commercial MortgageSecurities II LLC(Depositor)

/s/ TobinCobb

TobinCobb, Authorized Signatory

(senior officer in charge ofsecuritization of the depositor)

Date: March 16, 2023