**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K**

(Mark one)

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

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

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

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

 

 

 

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

 

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

 

**BANK 2022-BNK41**

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

 

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

 

**Morgan Stanley Capital I Inc.**

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

 

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

 

**Bank of America, National Association**

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

 

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

 

**Wells Fargo Bank, NationalAssociation**

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

 

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

 

**Morgan Stanley MortgageCapital Holdings LLC**

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

 

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

 

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

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

 

 

  

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

**38-4224550**

**38-7290310** |
|---------------------------------------------------------------------|------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**   |

 

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

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(667) 786‐1992**

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

   

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

 

 

 

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

 

  NONE.

 

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

 

  Yes___ No X

 

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

 

  Yes___ No X

 

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

 

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

 

  YesX No ___

 

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

 

  Notapplicable.

 

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

 

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

 

Emerginggrowth company ___

 

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

 

  Notapplicable.

 

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

 

Not applicable.

 

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

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

 

Not applicable.

 

Indicateby check mark whether any of those error corrections are restatements that requireda recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).

 

Not applicable.

 

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

 

  Yes___ No X

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

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

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

TheBANK 2022-BNK41 mortgage pool includes the following mortgage loans, each ofwhich is serviced pursuant to a separate pooling and servicing agreement (each,an “Outside Pooling and Servicing Agreement”):

 

•  the Constitution Center mortgage loan, which is serviced pursuant to the MSC2022-L8 pooling and servicing agreement attached hereto as Exhibit 4.2;

 

•  the Life Science Office Portfolio mortgage loan, which is serviced pursuant tothe BANK 2022-BNK40 pooling and servicing agreement attached hereto as Exhibit4.3;

 

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

•  the UCI Research Park Phases 12 & 13 mortgage loan, which is servicedpursuant to the BANK 2022-BNK40 pooling and servicing agreement attached heretoas Exhibit 4.3;

 

•  the Shearer's Industrial Portfolio mortgage loan, which is serviced pursuant tothe Benchmark 2022-B35 pooling and servicing agreement attached hereto asExhibit 4.8;

 

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

 

•  the ExchangeRight Net Leased Portfolio #54 mortgage loan, which is servicedpursuant to the MSC 2022-L8 pooling and servicing agreement attached hereto asExhibit 4.2;

 

•  the Silver Sands Premium Outlets mortgage loan, which is serviced pursuant tothe BANK 2022-BNK40 pooling and servicing agreement attached hereto as Exhibit4.3; and

 

•  the ILPT Logistics Portfolio mortgage loan, which is serviced pursuant to theILPT 2022-LPFX trust and servicing agreement attached hereto as Exhibit 4.7.

 

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

 

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

 

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

 

•  The operating advisor under a pooling and servicing agreement represents theinterests of senior certificateholders in the transaction governed by suchpooling and servicing agreement and is responsible for monitoring theperformance of the special servicer under such pooling and servicing agreementand producing certain reports to certificateholders relating to the resolutionof the mortgage pool securitized pursuant to such pooling and servicingagreement.  The operating advisor under a pooling and servicing agreementdoes not have any obligations with respect to any other transaction and issolely obligated to perform loan reporting functions with respect to thesecuritization governed by such pooling and servicing agreement. Consequently, the operating advisor under an Outside Pooling and ServicingAgreement neither participates in the servicing function for purposes of Item1122 of Regulation AB nor performs the functions of a servicer for purposes ofthe definition of “servicer” under Item 1101 of Regulation AB or for purposesof Item 1123 of Regulation AB.  In addition, while the operating advisorunder a pooling and servicing agreement has certain reporting obligations inrespect of the related mortgage pool, it has no obligation to collect ordisburse funds in respect of the mortgage pool or to administer any of theunderlying mortgage loans.  Consequently, the operating advisor under apooling and servicing agreement participates in the servicing function forpurposes of Item 1122 of Regulation AB, but is not responsible for the“management or collection of the pool assets or making allocations ordistributions to holders of the asset-backed securities” within the meaning of“servicer” under Item 1101 of Regulation AB and does not perform the functionsof a servicer for purposes of Item 1123 of Regulation AB. 

 

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

 

•  National Cooperative Bank, N.A. as NCB master servicer and NCB special servicerunder the BANK 2022-BNK40 pooling and servicing agreement, only has obligationsin respect of certain mortgage loans sold to the BANK 2022-BNK40 securitizationtrust by National Cooperative Bank, N.A. Such party has no obligations withrespect to any mortgage loan included in the BANK 2022-BNK41 mortgage pool andtherefore in such capacity does not constitute a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, and does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

•  KeyBank National Association is the master servicer under the Benchmark 2022-B35pooling and servicing agreement pursuant to which the Shearer’s IndustrialPortfolio mortgage loan is serviced.  Because KeyBank National Associationis not the BANK 2022-BNK41 master servicer, is not affiliated with any sponsorand serviced only the Shearer's Industrial Portfolio mortgage loan, whichconstitutes less than 5% of the mortgage pool, KeyBank National Association, asBenchmark 2022-B35 master servicer, does not constitute a reporting “servicingfunction participant” for purposes of Item 1122 of Regulation AB, as specifiedin the Instruction 3 to Item 1122, and does not constitute a reporting“servicer” for purposes of Item 1123 of Regulation AB, as specified in theInstruction to Item 1123.

 

•  Berkadia Commercial Mortgage LLC is the servicer under the ILPT 2022-LPFX trustand servicing agreement, pursuant to which the ILPT Logistics Portfoliomortgage loan is serviced.  Because Berkadia Commercial Mortgage LLC isnot the BANK 2022-BNK41 master servicer, is not affiliated with any sponsor andservices only the ILPT Logistics Portfolio mortgage loan, which constitutesless than 5% of the mortgage pool, Berkadia Commercial Mortgage LLC, as ILPT2022-LPFX servicer, does not constitute a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, and does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

•  Situs Holdings, LLC is the special servicer under the BXP 2021-601L trust andservicing agreement, pursuant to which the 601 Lexington Avenue mortgage loanis serviced, the special servicer under the WFCM 2022-JS2 trust and servicingagreement, pursuant to which the Journal Squared Tower 2 mortgage loan isserviced, and the special servicer under the ILPT 2022-LPFX trust and servicingagreement, pursuant to which the ILPT Logistics Portfolio mortgage loan isserviced.  Because Situs Holdings, LLC is not the BANK 2022-BNK41 specialservicer, is not affiliated with any sponsor and services only the 601Lexington Avenue mortgage loan, the Journal Squared Tower 2 mortgage loan andthe ILPT Logistics Portfolio mortgage loan, which collectively constitute morethan 5% but less than 10% of the mortgage pool, Situs Holdings, LLC, as BXP2021-601L special servicer, WFCM 2022-JS2 special servicer and ILPT 2022-LPFXspecial servicer, constitutes a reporting “servicing function participant” forpurposes of Item 1122 of Regulation AB, as specified in the Instruction 3 toItem 1122, but does not constitute a reporting “servicer” for purposes of Item1123 of Regulation AB, as specified in the Instruction to Item 1123.

 

•  KeyBank National Association is the special servicer under the Benchmark2022-B35 pooling and servicing agreement, pursuant to which the Shearer'sIndustrial Portfolio mortgage loan is serviced.  Because KeyBank NationalAssociation is not the BANK 2022-BNK41 special servicer, is not affiliated withany sponsor and services only the Shearer’s Industrial Portfolio mortgage loan,which constitutes less than 5% of the mortgage pool, KeyBank NationalAssociation, as Benchmark 2022-B35 special servicer, does not constitute areporting “servicing function participant” for purposes of Item 1122 of RegulationAB, as specified in the Instruction 3 to Item 1122, and does not constitute areporting “servicer” for purposes of Item 1123 of Regulation AB, as specifiedin the Instruction to Item 1123.

 

Inaddition, each of the following parties engaged the services of certainservicing function participants and sub-servicers for the reporting period, asset forth below:

 

•Wells Fargo Bank, National Association, as master servicer, engaged theservices of CoreLogic Solutions, LLC as a servicing function participant inrespect of the entire mortgage pool for the reporting period.

 

•   Wells Fargo Bank, NationalAssociation, as master servicer under the BANK 2022-BNK40 pooling and servicingagreement, pursuant to which the Life Science Office Portfolio mortgage loan,the UCI Research Park Phases 12 & 13 mortgage loan and the Silver SandsPremium Outlets mortgage loan are serviced, engaged the services of CoreLogicSolutions, LLC as a servicing function participant in respect of each suchmortgage loan for the reporting period.

 

•   Wells Fargo Bank, NationalAssociation, as servicer under the BXP 2021-601L trust and servicing agreement,pursuant to which the 601 Lexington Avenue mortgage loan is serviced, engagedthe services of CoreLogic Solutions, LLC as a servicing function participant inrespect of the 601 Lexington Avenue mortgage loan for the reporting period.

 

•  Wells Fargo Bank, National Association, as servicer under the WFCM 2022-JS2trust and servicing agreement, pursuant to which the Journal Squared Tower 2mortgage loan is serviced, engaged the services of CoreLogic Solutions, LLC asa servicing function participant in respect of the Journal Squared Tower 2mortgage loan for the reporting period.

 

 

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

 

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

 

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

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

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

 

Notapplicable.

 

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

 

Noentity or group of affiliated entities provides any enhancement or othersupport for the certificates as described under Item 1114 (a) of Regulation AB.

 

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

 

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

 

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

 

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

 

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

 

Theinformation regarding this Item has been provided previously in an annualreport on Form 10-K of the issuing entity or in the prospectus of the issuingentity filed in a 424(b)(2) filing dated May 5, 2022. 

 

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

 

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

 

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

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

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

 

(a) Exhibits.

 

(4.1) Pooling and Servicing Agreement, dated as of May1, 2022, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,National Association, as general master servicer, Rialto Capital Advisors, LLC,as general special servicer, National Cooperative Bank, N.A., as NCB masterservicer and as NCB special servicer, Computershare Trust Company, NationalAssociation, as certificate administrator, Wilmington Trust, NationalAssociation, as trustee, and Pentalpha Surveillance LLC, as operating advisorand as asset representations reviewer (filed as Exhibit 4.1 to the registrant'sCurrent Report on Form 8-K/A filed on January 19, 2023 under SEC File No.333-259741-03 and incorporated by reference herein).

 

(4.2) Pooling and Servicing Agreement, dated as ofApril 1, 2022, between Morgan Stanley Capital I Inc., as depositor, MidlandLoan Services, a Division of PNC Bank, National Association, as masterservicer, LNR Partners, LLC, as special servicer, Computershare Trust Company,National Association, as certificate administrator, Wilmington Trust, NationalAssociation, as trustee, and Park Bridge Lender Services LLC, as operatingadvisor and asset representations reviewer, relating to the MSC 2022-L8securitization transaction, pursuant to which the Constitution Center andExchangeRight Net Leased Portfolio #54 Mortgage Loans are serviced (filed asExhibit 4.2 to the registrant's Current Report on Form 8-K/A filed on January19, 2023 under SEC File No. 333-259741-03 and incorporated by referenceherein).

 

(4.3) Pooling and Servicing Agreement, dated as ofMarch 1, 2022, between Wells Fargo Commercial Mortgage Securities, Inc., asdepositor, Wells Fargo Bank, National Association, as general master servicer,CWCapital Asset Management LLC, as general special servicer, NationalCooperative Bank, N.A., as NCB master servicer and as NCB special servicer,Computershare Trust Company, N.A., as certificate administrator, WilmingtonTrust, National Association, as trustee, and Pentalpha Surveillance LLC, asoperating advisor and as asset representations reviewer, relating to the BANK2022-BNK40 securitization transaction, pursuant to which the Life ScienceOffice Portfolio, UCI Research Park Phases 12 & 13, and Silver Sands PremiumOutlets Mortgage Loans are serviced (filed as Exhibit 4.3 to the registrant'sCurrent Report on Form 8-K filed on May 5, 2022 under SEC File No.333-259741-03 and incorporated by reference herein).

 

(4.4) Trust and Servicing Agreement, dated as ofDecember 29, 2021, between Wells Fargo Commercial Mortgage Securities, Inc., asdepositor, Wells Fargo Bank, National Association, as servicer, Situs Holdings,LLC, as special servicer, and Computershare Trust Company, NationalAssociation, as certificate administrator and trustee, relating to the BXP2021-601L securitization transaction, pursuant to which the 601 Lexington AvenueMortgage Loan is serviced (filed as Exhibit 4.4 to the registrant's CurrentReport on Form 8-K filed on May 5, 2022 under SEC File No. 333-259741-03 andincorporated by reference herein).

 

(4.5) Pooling and Servicing Agreement, dated as ofApril 1, 2022, between Deutsche Mortgage & Asset Receiving Corporation, asdepositor, KeyBank National Association, as master servicer, LNR Partners, LLC,as special servicer, Wilmington Trust, National Association, as trustee,Computershare Trust Company, N.A., as certificate administrator, paying agentand custodian, and Park Bridge Lender Services LLC, as operating advisor and asasset representations reviewer, relating to the Benchmark 2022-B34securitization transaction, pursuant to which the Shearer's IndustrialPortfolio Mortgage Loan was serviced from 5/5/22 to 5/11/22 (filed as Exhibit4.5 to the registrant's Current Report on Form 8-K/A filed on January 19, 2023under SEC File No. 333-259741-03 and incorporated by reference herein).

 

(4.6) Trust and Servicing Agreement, dated as ofJanuary 27, 2022, between Wells Fargo Commercial Mortgage Securities, Inc., asdepositor, Wells Fargo Bank, National Association, as servicer, Situs Holdings,LLC, as special servicer, Computershare Trust Company, N.A., as certificateadministrator and trustee, and Park Bridge Lender Services LLC, as operatingadvisor, relating to the WFCM 2022-JS2 securitization transaction, pursuant towhich the Journal Squared Tower 2 Mortgage Loan is serviced (filed as Exhibit4.6 to the registrant's Current Report on Form 8-K filed on May 5, 2022 underSEC File No. 333-259741-03 and incorporated by reference herein).

 

(4.7) Trust and Servicing Agreement, dated as of March6, 2022, between Citigroup Commercial Mortgage Securities Inc., as depositor,Berkadia Commercial Mortgage LLC, as servicer, Situs Holdings, LLC as specialservicer, Wilmington Trust, National Association, as trustee, ComputershareTrust Company, National Association, as certificate administrator, and ParkBridge Lender Services LLC, as operating advisor, relating to the ILPT2022-LPFX securitization transaction, pursuant to which the ILPT LogisticsPortfolio Mortgage Loan is serviced (filed as Exhibit 4.7 to the registrant'sCurrent Report on Form 8-K filed on May 5, 2022 under SEC File No.333-259741-03 and incorporated by reference herein).

 

(4.8) Pooling and Servicing Agreement, dated as of May1, 2022, between Citigroup Commercial Mortgage Securities Inc., as depositor,KeyBank National Association, as master servicer and as special servicer,Computershare Trust Company, National Association, as certificateadministrator, Wilmington Trust, National Association, as trustee, and ParkBridge Lender Services LLC, as operating advisor and as asset representationsreviewer, relating to the Benchmark 2022-B35 securitization transaction,pursuant to which the Shearer's Industrial Portfolio Mortgage Loan was servicedfrom 5/12/22 to 12/31/22 (filed as Exhibit 4.8 to the registrant's CurrentReport on Form 8-K filed on May 17, 2022 under SEC File No. 333-259741-03 andincorporated by reference herein).

 

(31)  Rule13a-14(d)/15d-14(d) Certification.

 

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

 

33.1Computershare Trust Company, National Association,as Certificate Administrator

 

33.2Computershare Trust Company, National Association,as Custodian

 

33.3Wells Fargo Bank, National Association, as Master Servicer

 

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

 

33.5Rialto Capital Advisors, LLC, as Special Servicer

 

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

 

33.7Pentalpha Surveillance LLC, as Operating Advisor

 

33.8CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

33.9Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2022-L8 securitization,pursuant to which the following mortgage loans were serviced by such party:Constitution Center (from 1/1/23 to 12/31/23), ExchangeRight Net LeasedPortfolio #54 (from 1/1/23 to 12/31/23)

 

33.10Wells Fargo Bank, National Association, as MasterServicer under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Life Science OfficePortfolio (from 1/1/23 to 12/31/23), UCI Research Park Phases 12 & 13 (from1/1/23 to 12/31/23, Silver Sands Premium Outlets (from 1/1/23 to 12/31/23) (seeExhibit 33.3)

 

33.11CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Life Science OfficePortfolio (from 1/1/23 to 12/31/23), UCI Research Park Phases 12 & 13 (from1/1/23 to 12/31/23), Silver Sands Premium Outlets (from 1/1/23 to 12/31/23)(see Exhibit 33.8)

 

33.12Wells Fargo Bank, National Association, as MasterServicer under the BXP 2021-601L securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 601 Lexington Avenue(from 1/1/23 to 12/31/23) (see Exhibit 33.3)

 

33.13CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BXP 2021-601L securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 601 Lexington Avenue(from 1/1/23 to 12/31/23) (see Exhibit 33.8)

 

33.14Wells Fargo Bank, National Association, as MasterServicer under the WFCM 2022-JS2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Journal Squared Tower 2(from 1/1/23 to 12/31/23) (see Exhibit 33.3)

 

33.15CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the WFCM 2022-JS2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Journal Squared Tower 2(from 1/1/23 to 12/31/23) (see Exhibit 33.8)

 

33.16LNR Partners, LLC, as Special Servicer under theMSC 2022-L8 securitization, pursuant to which the following mortgage loans wereserviced by such party: Constitution Center (from 1/1/23 to 12/31/23),ExchangeRight Net Leased Portfolio #54 (from 1/1/23 to 12/31/23)

 

33.17CWCapital Asset Management LLC, as SpecialServicer under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Life Science OfficePortfolio (from 1/1/23 to 12/31/23), UCI Research Park Phases 12 & 13 (from1/1/23 to 12/31/23, Silver Sands Premium Outlets (from 1/1/23 to 12/31/23)

 

33.18Situs Holdings, LLC, as Special Servicer under theBXP 2021-601L securitization, pursuant to which the following mortgage loanswere serviced by such party: 601 Lexington Avenue (from 1/1/23 to 12/31/23)

 

33.19Situs Holdings, LLC, as Special Servicer under theWFCM 2022-JS2 securitization, pursuant to which the following mortgage loanswere serviced by such party: Journal Squared Tower 2 (from 1/1/23 to 12/31/23)(see Exhibit 33.18)

 

33.20Situs Holdings, LLC, as Special Servicer under theILPT 2022-LPFX securitization, pursuant to which the following mortgage loanswere serviced by such party: ILPT Logistics Portfolio (from 1/1/23 to 12/31/23)(see Exhibit 33.18)

 

33.21Computershare Trust Company, National Association,as Custodian under the MSC 2022-L8 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Constitution Center (from1/1/23 to 12/31/23), ExchangeRight Net Leased Portfolio #54 (from 1/1/23 to12/31/23) (see Exhibit 33.2)

 

33.22Computershare Trust Company, National Association,as Custodian under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Life Science OfficePortfolio (from 1/1/23 to 12/31/23), UCI Research Park Phases 12 & 13 (from1/1/23 to 12/31/23, Silver Sands Premium Outlets (from 1/1/23 to 12/31/23) (seeExhibit 33.2)

 

33.23Computershare Trust Company, National Association,as Custodian under the BXP 2021-601L securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 601 Lexington Avenue(from 1/1/23 to 12/31/23) (see Exhibit 33.2)

 

33.24Computershare Trust Company, National Association,as Custodian under the Benchmark 2022-B35 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Shearer's IndustrialPortfolio (from 1/1/23 to 12/31/23) (see Exhibit 33.2)

 

33.25Computershare Trust Company, National Association,as Custodian under the WFCM 2022-JS2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Journal Squared Tower 2(from 1/1/23 to 12/31/23) (see Exhibit 33.2)

 

33.26Computershare Trust Company, National Association,as Custodian under the ILPT 2022-LPFX securitization, pursuant to which thefollowing mortgage loans were serviced by such party: ILPT Logistics Portfolio(from 1/1/23 to 12/31/23) (see Exhibit 33.2)

 

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

 

34.1Computershare Trust Company, National Association,as Certificate Administrator

 

34.2Computershare Trust Company, National Association,as Custodian

 

34.3Wells Fargo Bank, National Association, as MasterServicer

 

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

 

34.5Rialto Capital Advisors, LLC, as Special Servicer

 

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

 

34.7Pentalpha Surveillance LLC, as Operating Advisor

 

34.8CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

34.9Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2022-L8 securitization,pursuant to which the following mortgage loans were serviced by such party:Constitution Center (from 1/1/23 to 12/31/23), ExchangeRight Net LeasedPortfolio #54 (from 1/1/23 to 12/31/23)

 

34.10Wells Fargo Bank, National Association, as MasterServicer under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Life Science OfficePortfolio (from 1/1/23 to 12/31/23), UCI Research Park Phases 12 & 13 (from1/1/23 to 12/31/23, Silver Sands Premium Outlets (from 1/1/23 to 12/31/23) (seeExhibit 34.3)

 

34.11CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Life Science OfficePortfolio (from 1/1/23 to 12/31/23), UCI Research Park Phases 12 & 13 (from1/1/23 to 12/31/23), Silver Sands Premium Outlets (from 1/1/23 to 12/31/23)(see Exhibit 34.8)

 

34.12Wells Fargo Bank, National Association, as MasterServicer under the BXP 2021-601L securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 601 Lexington Avenue(from 1/1/23 to 12/31/23) (see Exhibit 34.3)

 

34.13CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BXP 2021-601L securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 601 Lexington Avenue(from 1/1/23 to 12/31/23) (see Exhibit 34.8)

 

34.14Wells Fargo Bank, National Association, as MasterServicer under the WFCM 2022-JS2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Journal Squared Tower 2(from 1/1/23 to 12/31/23) (see Exhibit 34.3)

 

34.15CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the WFCM 2022-JS2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Journal Squared Tower 2(from 1/1/23 to 12/31/23) (see Exhibit 34.8)

 

34.16LNR Partners, LLC, as Special Servicer under theMSC 2022-L8 securitization, pursuant to which the following mortgage loans wereserviced by such party: Constitution Center (from 1/1/23 to 12/31/23),ExchangeRight Net Leased Portfolio #54 (from 1/1/23 to 12/31/23)

 

34.17CWCapital Asset Management LLC, as SpecialServicer under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Life Science OfficePortfolio (from 1/1/23 to 12/31/23), UCI Research Park Phases 12 & 13 (from1/1/23 to 12/31/23, Silver Sands Premium Outlets (from 1/1/23 to 12/31/23)

 

34.18Situs Holdings, LLC, as Special Servicer under theBXP 2021-601L securitization, pursuant to which the following mortgage loanswere serviced by such party: 601 Lexington Avenue (from 1/1/23 to 12/31/23)

 

34.19Situs Holdings, LLC, as Special Servicer under theWFCM 2022-JS2 securitization, pursuant to which the following mortgage loanswere serviced by such party: Journal Squared Tower 2 (from 1/1/23 to 12/31/23)(see Exhibit 34.18)

 

34.20Situs Holdings, LLC, as Special Servicer under theILPT 2022-LPFX securitization, pursuant to which the following mortgage loanswere serviced by such party: ILPT Logistics Portfolio (from 1/1/23 to 12/31/23)(see Exhibit 34.18)

 

34.21Computershare Trust Company, National Association,as Custodian under the MSC 2022-L8 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Constitution Center (from1/1/23 to 12/31/23), ExchangeRight Net Leased Portfolio #54 (from 1/1/23 to12/31/23) (see Exhibit 34.2)

 

34.22Computershare Trust Company, National Association,as Custodian under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Life Science OfficePortfolio (from 1/1/23 to 12/31/23), UCI Research Park Phases 12 & 13 (from1/1/23 to 12/31/23, Silver Sands Premium Outlets (from 1/1/23 to 12/31/23) (seeExhibit 34.2)

 

34.23Computershare Trust Company, National Association,as Custodian under the BXP 2021-601L securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 601 Lexington Avenue(from 1/1/23 to 12/31/23) (see Exhibit 34.2)

 

34.24Computershare Trust Company, National Association,as Custodian under the Benchmark 2022-B35 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Shearer's IndustrialPortfolio (from 1/1/23 to 12/31/23) (see Exhibit 34.2)

 

34.25Computershare Trust Company, National Association,as Custodian under the WFCM 2022-JS2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Journal Squared Tower 2(from 1/1/23 to 12/31/23) (see Exhibit 34.2)

 

34.26Computershare Trust Company, National Association,as Custodian under the ILPT 2022-LPFX securitization, pursuant to which thefollowing mortgage loans were serviced by such party: ILPT Logistics Portfolio(from 1/1/23 to 12/31/23) (see Exhibit 34.2)

 

(35). Servicercompliance statement.

 

35.1Computershare Trust Company, National Association,as Certificate Administrator

 

35.2Computershare Trust Company, National Association,as Custodian

 

35.3Wells Fargo Bank, National Association, as MasterServicer

 

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

 

35.5Rialto Capital Advisors, LLC, as Special Servicer

 

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

 

35.7Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2022-L8 securitization,pursuant to which the following mortgage loans were serviced by such party:Constitution Center (from 1/1/23 to 12/31/23), ExchangeRight Net LeasedPortfolio #54 (from 1/1/23 to 12/31/23)

 

35.8Wells Fargo Bank, National Association, as MasterServicer under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Life Science OfficePortfolio (from 1/1/23 to 12/31/23), UCI Research Park Phases 12 & 13 (from1/1/23 to 12/31/23, Silver Sands Premium Outlets (from 1/1/23 to 12/31/23) (seeExhibit 35.3)

 

35.9Wells Fargo Bank, National Association, as MasterServicer under the BXP 2021-601L securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 601 Lexington Avenue(from 1/1/23 to 12/31/23) (see Exhibit 35.3)

 

35.10Wells Fargo Bank, National Association, as MasterServicer under the WFCM 2022-JS2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Journal Squared Tower 2(from 1/1/23 to 12/31/23) (see Exhibit 35.3)

 

35.11LNR Partners, LLC, as Special Servicer under theMSC 2022-L8 securitization, pursuant to which the following mortgage loans wereserviced by such party: Constitution Center (from 1/1/23 to 12/31/23),ExchangeRight Net Leased Portfolio #54 (from 1/1/23 to 12/31/23)

 

35.12CWCapital Asset Management LLC, as SpecialServicer under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Life Science OfficePortfolio (from 1/1/23 to 12/31/23), UCI Research Park Phases 12 & 13 (from1/1/23 to 12/31/23, Silver Sands Premium Outlets (from 1/1/23 to 12/31/23)

 

35.13Computershare Trust Company, National Association,as Custodian under the MSC 2022-L8 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Constitution Center (from1/1/23 to 12/31/23), ExchangeRight Net Leased Portfolio #54 (from 1/1/23 to12/31/23) (see Exhibit 35.2)

 

35.14Computershare Trust Company, National Association,as Custodian under the BANK 2022-BNK40 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Life Science OfficePortfolio (from 1/1/23 to 12/31/23), UCI Research Park Phases 12 & 13 (from1/1/23 to 12/31/23, Silver Sands Premium Outlets (from 1/1/23 to 12/31/23) (seeExhibit 35.2)

 

35.15Computershare Trust Company, National Association,as Custodian under the BXP 2021-601L securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 601 Lexington Avenue(from 1/1/23 to 12/31/23) (see Exhibit 35.2)

 

35.16Computershare Trust Company, National Association,as Custodian under the Benchmark 2022-B35 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Shearer's IndustrialPortfolio (from 1/1/23 to 12/31/23) (see Exhibit 35.2)

 

35.17Computershare Trust Company, National Association,as Custodian under the WFCM 2022-JS2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Journal Squared Tower 2(from 1/1/23 to 12/31/23) (see Exhibit 35.2)

 

35.18Computershare Trust Company, National Association,as Custodian under the ILPT 2022-LPFX securitization, pursuant to which thefollowing mortgage loans were serviced by such party: ILPT Logistics Portfolio(from 1/1/23 to 12/31/23) (see Exhibit 35.2)

 

(99.1) Mortgage Loan Purchase Agreement, dated as ofApril 25, 2022, between Morgan Stanley Capital I Inc. and Bank of America,National Association (filed as Exhibit 99.1 to the registrant's Current Reporton Form 8-K filed on May 5, 2022 under SEC File No. 333-259741-03 andincorporated by reference herein).

 

(99.2) Mortgage Loan Purchase Agreement, dated as ofApril 25, 2022, between Morgan Stanley Capital I Inc. and Wells Fargo Bank,National Association (filed as Exhibit 99.2 to the registrant's Current Reporton Form 8-K filed on May 5, 2022 under SEC File No. 333-259741-03 andincorporated by reference herein).

 

(99.3) Mortgage Loan Purchase Agreement, dated as ofApril 25, 2022, between Morgan Stanley Capital I Inc. and Morgan StanleyMortgage Capital Holdings LLC (filed as Exhibit 99.3 to the registrant'sCurrent Report on Form 8-K filed on May 5, 2022 under SEC File No.333-259741-03 and incorporated by reference herein).

 

(99.4) Mortgage Loan Purchase Agreement, dated as ofApril 25, 2022, between Morgan Stanley Capital I Inc. and National CooperativeBank, N.A. (filed as Exhibit 99.4 to the registrant's Current Report on Form8-K filed on May 5, 2022 under SEC File No. 333-259741-03 and incorporated byreference herein).

 

(99.5) Intercreditor Agreement, dated as of March 1,2022, by and between Morgan Stanley Bank, N.A., as note A-1 holder, as note A-2holder, as note A-3 holder, as note A-4 holder, as note A-5 holder, as note A-6holder, as note A-7 holder, as note A-8 holder and as note A-9 holder, Sun LifeAssurance Company of Canada, as note B-1 holder, Sun Life Insurance (Canada)Limited, as note B-2 holder, and Sun Life Hong Kong Limited, as note B-3holder, relating to the Constitution Center loan combination (filed as Exhibit99.5 to the registrant's Current Report on Form 8-K filed on May 5, 2022 underSEC File No. 333-259741-03 and incorporated by reference herein).

 

(99.6) Agreement Between Note Holders, dated as of May5, 2022, by and between Wells Fargo Bank, National Association, as initial noteA-1 holder, Wells Fargo Bank, National Association, as initial note A-2 holder,and Wells Fargo Bank, National Association, as initial note A-3 holder,relating to the Dallas Design District loan combination (filed as Exhibit 99.6to the registrant's Current Report on Form 8-K filed on May 5, 2022 under SECFile No. 333-259741-03 and incorporated by reference herein).

 

(99.7) Agreement Between Note Holders, dated as ofFebruary 10, 2022, by and between Wells Fargo Bank, National Association, asinitial note A-1-1 holder, Wells Fargo Bank, National Association, as initialnote A-1-2 holder, Bank of America, National Association, as initial note A-2holder, and Bank of America, National Association, as initial note A-3 holder,relating to the Life Science Office Portfolio loan combination (filed asExhibit 99.7 to the registrant's Current Report on Form 8-K filed on May 5,2022 under SEC File No. 333-259741-03 and incorporated by reference herein).

 

(99.8) Co-Lender Agreement, dated as of December 29,2021, by and between Wells Fargo Bank, National Association, as initial noteholder of note A-1-S1, note A-1-C1, note A-1-C2, note A-1-C3, note A-1-C4 andnote B-1, DBR Investments Co. Limited, as initial note holder of note A-2-S1,note A-2-C1, note A-2-C2, note A-2-C3, note A-2-C4 and note B-2, Morgan StanleyBank, National Association, as initial note holder of note A-3-S1, note A-3-C1,note A-3-C2, note A-3-C3, note A-3-C4 and note B-3, and Citi Real EstateFunding Inc., as initial note holder of note A-4-S1, note A-4-C1, note A-4-C2,note A-4-C3, note A-4-C4 and note B-4, relating to the 601 Lexington Avenueloan combination (filed as Exhibit 99.8 to the registrant's Current Report onForm 8-K filed on May 5, 2022 under SEC File No. 333-259741-03 and incorporatedby reference herein).

 

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

 

(99.10) Agreement Between Note Holders, dated as ofMarch 9, 2022, by and between Bank of America, N.A., as initial note A-1 holderand initial note A-2 holder, and Column Financial, Inc., as initial note A-3holder, relating to the Norfolk Premium Outlets loan combination (filed asExhibit 99.10 to the registrant's Current Report on Form 8-K filed on May 5,2022 under SEC File No. 333-259741-03 and incorporated by reference herein).

 

(99.11) Co-Lender Agreement, dated April 6, 2022, byand among Goldman Sachs Bank USA, as initial holder of Note A-1-1, GoldmanSachs Bank USA, as initial holder of Note A-1-2, Goldman Sachs Bank USA, asinitial holder of Note A-1-3, and Wells Fargo Bank, National Association, asinitial holder of Note A-2, relating to the Shearer’s Industrial Portfolio loancombination (filed as Exhibit 99.11 to the registrant's Current Report on Form8-K filed on May 5, 2022 under SEC File No. 333-259741-03 and incorporated byreference herein).

 

(99.12) Co-Lender Agreement, dated as of November 30,2021, by and among Wells Fargo Bank, National Association, as initial noteholder of note A-1 and note B, Wells Fargo Bank, National Association, asinitial note holder of note A-2, Wells Fargo Bank, National Association, asinitial note holder of note A-3, and Wells Fargo Bank, National Association, asinitial note holder of note A-4, relating to the Journal Squared Tower 2 loancombination (filed as Exhibit 99.12 to the registrant's Current Report on Form8-K filed on May 5, 2022 under SEC File No. 333-259741-03 and incorporated byreference herein).

 

(99.13) Agreement Between Note Holders, dated as ofApril 7, 2022, between Morgan Stanley Bank, N.A., as initial note A-1 holder,Morgan Stanley Bank, N.A., as initial note A-2 holder, and Morgan StanleyMortgage Capital Holdings LLC, as initial agent, relating to the ExchangeRightNet Leased Portfolio #54 loan combination (filed as Exhibit 99.13 to the registrant'sCurrent Report on Form 8-K filed on May 5, 2022 under SEC File No.333-259741-03 and incorporated by reference herein).

 

(99.14) Agreement Between Note Holders, dated as ofFebruary 10, 2022, by and between Bank of America, N.A., as initial note A-1holder, and JPMorgan Chase Bank, National Association, as initial note A-2holder, and Bank of America, N.A., as initial note A-3 holder, relating to theSilver Sands Premium Outlets loan combination (filed as Exhibit 99.14 to theregistrant's Current Report on Form 8-K filed on May 5, 2022 under SEC File No.333-259741-03 and incorporated by reference herein).

 

(99.15) Agreement Between Noteholders, dated as ofMarch 6, 2022, by and among Citi Real Estate Funding Inc., as initial noteA-1-A holder, initial note A-2-A-1 holder and initial note A-2-A-2 holder, UBSAG, New York Branch, as initial note A-1-B holder, initial note A-2-B-1 holder,initial note A-2-B-2 holder and initial note A-2-B-3 holder, Bank of America,N.A. as initial note A-1-C holder and initial note A-2-C holder, Bank ofMontreal, as initial note A-1-D holder and initial note A-2-D holder, MorganStanley Bank, N.A., as initial note A-1-E holder and initial A-2-E holder, andCiti Real Estate Funding Inc., as initial note B-1 holder, UBS AG, New YorkBranch, as initial note B-2 holder, Bank of America, N.A. as initial note B-3holder, Bank of Montreal, as initial note B-4 holder, and Morgan Stanley Bank,N.A., as initial note B-5 holder, relating to the ILPT Logistics Portfolio loancombination (filed as Exhibit 99.15 to the registrant's Current Report on Form8-K filed on May 5, 2022 under SEC File No. 333-259741-03 and incorporated byreference herein).

 

(b)See (a) above.

 

(c) NotApplicable.

 

**SIGNATURES**

 

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

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 29, 2024