UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

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

 For the fiscal year ended December 31, 2023

or

 o TRANSITION
REPORT 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 Mortgage
Trust

 (exact name of the issuing entity as specified in its
charter)

 Central Index Key Number of the depositor: 0001856217

 3650 REIT Commercial Mortgage
Securities II LLC

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

 Central Index Key Number of the sponsor: 0001840727

 3650 Real Estate Investment Trust 2
LLC

 (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 principal
executive offices of the issuing entity)

 21045

 (Zip Code)

 Registrant's telephone number,
including area code:

 (310) 862-9994

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 None

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

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

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

 Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes o No

 Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation 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 such files).

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

 Large accelerated
filer o
Accelerated filer
o

 Non-accelerated
filer
Smaller reporting company
o

Emerging growth
company
o

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

 Indicate by check mark whether the registrant has filed a
report on and attestation to its management's assessment of the effectiveness
of its internal control over financial 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 its audit report. o

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

 Indicate by check mark whether any of those error corrections
are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive officers during the
relevant recovery period pursuant to §240.10D-1(b). o

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

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

 Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. o
Yes o
No

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

 DOCUMENTS INCORPORATED BY REFERENCE

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

 EXPLANATORY NOTES

 The Triple Net Portfolio Mortgage Loan, the
Central States Industrial Portfolio Mortgage Loan, the Art Ovation Hotel
Mortgage Loan, the TOTAL Plaza Mortgage Loan, the 500 Delaware Mortgage Loan,
the RH HQ Mortgage Loan, the 800 Cesar Chavez Mortgage Loan, the Meadowood Mall
Mortgage Loan and the Lakeshore Marketplace Mortgage Loan, which constituted
approximately 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 combination
that includes (a) with respect to the Triple Net Portfolio Mortgage Loan, three
other pari passu loans, which are not assets of the issuing entity, (b)
with respect to the Central States Industrial Portfolio Mortgage Loan, one
other 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 the
TOTAL Plaza Mortgage Loan, six other pari passu loans, which are not
assets of the issuing entity, (e) with respect to the 500 Delaware Mortgage
Loan, four other pari passu loans, which are not assets of the issuing
entity, (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 800
Cesar Chavez Mortgage Loan, two other pari passu loans, which are not
assets of the issuing entity, (h) with respect to the Meadowood Mall Mortgage
Loan, 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 the
Lakeshore Marketplace Mortgage Loan, one other pari passu loan, which is
not an asset of the issuing entity. These loan combinations, including the
Triple Net Portfolio Mortgage Loan, the Central States Industrial Portfolio
Mortgage Loan, the Art Ovation Hotel Mortgage Loan, the TOTAL Plaza Mortgage
Loan, the 500 Delaware Mortgage Loan, the RH HQ Mortgage Loan, the 800 Cesar
Chavez Mortgage Loan, the Meadowood Mall Mortgage Loan and the Lakeshore
Marketplace Mortgage Loan, are being serviced and administered pursuant to the
Pooling and Servicing Agreement, which is incorporated by reference as Exhibit
4.1 to this Annual Report on Form 10-K.

 The Exhibit Index describes
exhibits provided by certain parties (in their capacities indicated on the
Exhibit Index) with respect to the Patewood Corporate Center Mortgage Loan, the
Icon One Daytona Mortgage Loan and the PetSmart HQ Mortgage Loan, which
constituted approximately 2.5%, 1.4% and 1.4%, respectively, of the asset pool
of the issuing entity as of its cut-off date. The Patewood Corporate
Center Mortgage Loan, the Icon One Daytona Mortgage Loan and the PetSmart HQ
Mortgage Loan are each an asset of the issuing entity and are each part of a
loan combination that includes the Patewood Corporate Center Mortgage Loan, the
Icon 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 pari
passu portion of each loan combination was securitized in the 3650R
2021-PF1 Commercial Mortgage Trust transaction, Commission File Number
333-255181-01 (the " 3650R 2021-PF1 Transaction "). These loan
combinations, including the Patewood Corporate Center Mortgage Loan, the Icon
One Daytona Mortgage Loan and the PetSmart HQ Mortgage Loan, are being serviced
and administered pursuant to the pooling and servicing agreement for the 3650R
2021-PF1 Transaction, which is incorporated by reference as Exhibit 4.2 to this
Annual Report on Form 10-K.

 The Exhibit Index describes
exhibits provided by certain parties (in their capacities indicated on the
Exhibit Index) with respect to the 330 West 34th Street Leased Fee Mortgage
Loan 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-off
date. The 330 West 34th Street Leased Fee Mortgage Loan and the IPG
Portfolio Mortgage Loan are each an asset of the issuing entity and are each
part of a loan combination that includes the 330 West 34th Street Leased Fee
Mortgage 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-B37
Mortgage Trust transaction, Commission File Number 333-261764-01 (the " Benchmark
2022-B37 Transaction "). These loan combinations, including the 330 West
34th Street Leased Fee Mortgage Loan and the IPG Portfolio Mortgage Loan, are
being serviced and administered pursuant to the pooling and servicing agreement
for the Benchmark 2022-B37 Transaction, which is incorporated by reference as
Exhibit 4.3 to this Annual Report on Form 10-K.

 The Exhibit Index describes
exhibits provided by certain parties (in their capacities indicated on the
Exhibit Index) with respect to the Concord Mills Mortgage Loan, which
constituted approximately 8.2% of the asset pool of the issuing entity as of
its cut-off date. The Concord Mills Mortgage Loan is an asset of the
issuing entity and is part of a loan combination that includes the Concord
Mills Mortgage Loan and five other pari passu loans, which are not
assets of the issuing entity. A pari passu portion of the loan
combination was securitized in the BANK 2022-BNK44 transaction, Commission File
Number 333-259741-04 (the " BANK 2022-BNK44 Transaction "). This loan
combination, including the Concord Mills Mortgage Loan, is being serviced and
administered pursuant to the pooling and servicing agreement for the BANK
2022-BNK44 Transaction, which is incorporated by reference as Exhibit 4.4 to this
Annual Report on Form 10-K.

 The master servicer of a pooling
and servicing agreement or trust and servicing agreement also functions as the
primary servicer of the related mortgage loans serviced and administered
pursuant to such agreement unless a separate primary servicer is identified
herein. If this report does not identify a separate primary servicer, the
servicer compliance statement provided by the master servicer under any such
agreement also encompasses its responsibilities as primary servicer of the
related mortgage loan or mortgage loans.

 Midland Loan Services, a Division
of PNC Bank, National Association is the master servicer of the mortgage loans
serviced under the Pooling and Servicing Agreement and the primary servicer of
the 330 West 34th Street Leased Fee Mortgage Loan, the Patewood Corporate
Center Mortgage Loan, the IPG Portfolio Mortgage Loan, the Icon One Daytona
Mortgage Loan and the PetSmart HQ Mortgage Loan. As a
result, Midland Loan Services, a Division of PNC Bank, National Association is
a "servicer" as defined in Item 1108(a)(2)(iii) of Regulation AB, in the
capacities described above, because it is servicing mortgage loans that
constituted 10% or more of the assets of the issuing entity as of its cut-off
date. The assessments of compliance with applicable servicing criteria,
accountants' attestation reports and servicer compliance statements delivered
by Midland Loan Services, a Division of PNC Bank, National Association in the
capacities described above are listed in the Exhibit Index.

 3650 REIT Loan Servicing LLC is
the special servicer of the mortgage loans serviced under the Pooling and
Servicing Agreement, the Patewood Corporate Center Mortgage Loan, the Icon One
Daytona Mortgage Loan and the PetSmart HQ Mortgage Loan. As a result, 3650 REIT
Loan Servicing LLC is a "servicer" as defined in Item 1108(a)(2)(iii) of
Regulation AB, in the capacities described above, because it is servicing
mortgage loans that constituted 10% or more of the assets of the issuing entity
as of its cut-off date. The assessments of compliance with applicable servicing
criteria, accountants' attestation reports and servicer compliance statements
delivered by 3650 REIT Loan Servicing LLC in the capacities described above are
listed in the Exhibit Index.

 Computershare Trust Company,
National Association is the custodian of the mortgage loans serviced under the
Pooling and Servicing Agreement, the Concord Mills Mortgage Loan, the 330 West
34th Street Leased Fee Mortgage Loan and the IPG Portfolio Mortgage Loan.
As a result, Computershare Trust Company, National Association is a servicing
function participant in the capacities described above, because it is servicing
mortgage loans that constituted 5% or more of the assets of the issuing entity
as of its cut-off date. The assessments of compliance with applicable servicing
criteria and accountants' attestation reports delivered by Computershare Trust
Company, National Association in the capacities described above are listed in
the Exhibit Index.

 Park Bridge Lender Services LLC is
the operating advisor of the mortgage loans serviced under the Pooling and
Servicing Agreement, the Concord Mills Mortgage Loan, the Patewood Corporate
Center Mortgage Loan, the Icon One Daytona Mortgage Loan and the PetSmart HQ
Mortgage Loan. As a result, Park Bridge Lender Services LLC is a
servicing function participant in the capacities described above, because it is
servicing mortgage loans that constituted 5% or more of the assets of the
issuing entity as of its cut-off date. The assessments of compliance with
applicable servicing criteria and accountants' attestation reports delivered by
Park Bridge Lender Services LLC in the capacities described above are listed in
the Exhibit Index.

 Wells Fargo Bank, National Association
is the custodian of the Patewood Corporate Center Mortgage Loan, the Icon One
Daytona Mortgage Loan and the PetSmart HQ Mortgage Loan. As a result,
Wells Fargo Bank, National Association is a servicing function participant in
the capacities described above, because it is servicing mortgage loans that
constituted 5% or more of the assets of the issuing entity as of its cut-off
date. The assessments of compliance with applicable servicing criteria and
accountants' attestation reports delivered by Wells Fargo Bank, National
Association in the capacities described above are listed in the Exhibit Index.

 Wells
Fargo Bank, National Association is the primary servicer of the Concord
Mills Mortgage Loan. As a result, when combined with its other capacities
described in the preceding paragraph, Wells Fargo Bank, National Association is
a "servicer" as defined in Item 1108(a)(2)(iii) of Regulation AB, in the
capacities described above, because it is servicing mortgage loans that
constituted 10% or more of the assets of the issuing entity as of its cut-off
date. The assessments of compliance with applicable servicing criteria,
accountants' attestation reports and servicer compliance statements delivered
by Wells Fargo Bank, National Association in the capacities described above are
listed in the Exhibit Index.

 Rialto Capital Advisors, LLC is
the special servicer of the IPG Portfolio Mortgage Loan and the 330 West 34th
Street Leased Fee Mortgage Loan. These mortgage loans constitute more
than 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 an
assessment of compliance with applicable servicing criteria for Rialto Capital
Advisors, LLC and an accountants' attestation report pursuant to Item 1122 of
Regulation AB because Rialto Capital Advisors, LLC is servicing more than 5% of
the pool assets. However, the Depositor is not required to include in
this Annual Report on Form 10-K a servicer compliance statement pursuant to Item
1123 of Regulation AB of Rialto Capital Advisors, LLC because Rialto Capital
Advisors, LLC is an unaffiliated servicer servicing less than 10% of pool
assets.

 Pentalpha Surveillance LLC is the
operating advisor of the 330 West 34th Street Leased Fee Mortgage Loan and the
IPG Portfolio Mortgage Loan. As a result, Pentalpha Surveillance LLC is a
servicing function participant in the capacities described above, because it is
servicing mortgage loans that constituted 5% or more of the assets of the
issuing entity as of its cut-off date. The assessments of compliance with
applicable servicing criteria and accountants' attestation reports delivered by
Pentalpha Surveillance LLC in the capacities described above are listed in the
Exhibit 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 Hotel
Mortgage Loan, the TOTAL Plaza Mortgage Loan, the 500 Delaware Mortgage Loan,
the RH HQ Mortgage Loan, the 800 Cesar Chavez Mortgage Loan, the Meadowood Mall
Mortgage Loan, the Lakeshore Marketplace Mortgage Loan, the 330 West 34th
Street Leased Fee Mortgage Loan and the IPG Portfolio Mortgage Loan.
Pursuant to the Pooling and Servicing Agreement and the pooling and servicing
agreement for the Benchmark 2022-B37 Transaction, the trustee is required to
provide an assessment of compliance with applicable servicing criteria solely
with respect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances of
funds or guarantees regarding collections, cash flows or distributions, and any
interest or other fees charged for such advances, are made, reviewed and
approved as specified in the transaction agreements). However, during the
reporting period, the trustee did not perform any servicing function with
respect to the servicing criteria specified in Item 1122(d)(2)(iii) of
Regulation AB. The master servicer or the special servicer, to the extent
required, performed the servicing function identified with respect to Item
1122(d)(2)(iii) of Regulation AB, and each such party included Item
1122(d)(2)(iii) of Regulation AB in the assessment of compliance with
applicable servicing criteria and accountant's attestation report for the
subject transaction. As a result, this Annual Report on Form 10-K does
not include an assessment of compliance with applicable servicing criteria of
the trustee. One or more other servicers of the Triple Net Portfolio Mortgage
Loan, the Central States Industrial Portfolio Mortgage Loan, the Art Ovation
Hotel Mortgage Loan, the TOTAL Plaza Mortgage Loan, the 500 Delaware Mortgage
Loan, the RH HQ Mortgage Loan, the 800 Cesar Chavez Mortgage Loan, the
Meadowood Mall Mortgage Loan, the Lakeshore Marketplace Mortgage Loan,, the
330 West 34th Street Leased Fee Mortgage Loan and the IPG Portfolio Mortgage
Loan have delivered one or more assessments of compliance with respect to Item
1122(d)(2)(iii) of Regulation AB.

 Wells Fargo Bank, National
Association acts as trustee of the Patewood Corporate Center Mortgage Loan, the
PetSmart HQ Mortgage Loan and the Icon One Daytona Mortgage Loan.
Pursuant to the pooling and servicing agreement for the 3650R 2021-PF1
Transaction, the trustee is required to provide an assessment of compliance with
applicable servicing criteria solely with respect to Item 1122(d)(2)(iii) of
Regulation AB (regarding advances of funds or guarantees regarding collections,
cash flows or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the transaction
agreements). However, during the reporting period, the trustee did not perform
any servicing function with respect to the servicing criteria specified in Item
1122(d)(2)(iii) of Regulation AB. The master servicer or the special
servicer, to the extent required, performed the servicing function identified
with respect to Item 1122(d)(2)(iii) of Regulation AB, and each such party
included Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliance
with applicable servicing criteria and accountant's attestation report for the
subject transaction. As a result, this Annual Report on Form 10-K does
not include an assessment of compliance with applicable servicing criteria of
the trustee. One or more other servicers of the Patewood Corporate Center
Mortgage Loan, the PetSmart HQ Mortgage Loan and the Icon One Daytona Mortgage
Loan have delivered one or more assessments of compliance with respect to Item
1122(d)(2)(iii) of Regulation AB.

 Wilmington Trust, National
Association acts as trustee of the Concord Mills Mortgage Loan. Pursuant
to the pooling and servicing agreement for the BANK 2022-BNK44 Transaction, the
trustee is required to provide an assessment of compliance with applicable
servicing criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB
(regarding advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances, are
made, reviewed and approved as specified in the transaction agreements).
However, during the reporting period, the trustee did not perform any servicing
function with respect to the servicing criteria specified in Item
1122(d)(2)(iii) of Regulation AB. The master servicer or the special servicer,
to the extent required, performed the servicing function identified with
respect to Item 1122(d)(2)(iii) of Regulation AB, and each such party included
Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliance with
applicable servicing criteria and accountant's attestation report for the
subject transaction. As a result, this Annual Report on Form 10-K does
not include an assessment of compliance with applicable servicing criteria of
the trustee. One or more other servicers of the Concord Mills Mortgage Loan
have delivered one or more assessments of compliance with respect to Item
1122(d)(2)(iii) of Regulation AB.

 This Annual Report on Form 10-K
includes assessments of compliance with applicable servicing criteria and
accountants' attestation reports from CoreLogic Solutions, LLC. This
entity was engaged by the primary servicer of the Concord Mills Mortgage Loan
to remit tax payments received from the escrow accounts of borrowers to local
taxing authorities, to report tax amounts due, to verify tax parcel
information, and to verify non-escrow tax payments. These servicing functions
are included within the servicing criteria set forth in Items 1122(d)(4)(xi)
and 1122(d)(4)(xii) of Regulation AB. Therefore, under the
principles-based definition of "servicer" set forth in Item 1101(j) of
Regulation AB that looks to the functions that an entity performs, this vendor
is a "servicer" for the purposes of Item 1122 of Regulation AB. See
Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

 This Annual
Report on Form 10-K includes an assessment of compliance with applicable
servicing criteria, accountants' attestation report and servicer compliance
statement 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 certain
specified servicing functions identified in the assessment of compliance with
applicable servicing criteria and accountants' attestation reports. Wells
Fargo engaged CTCNA in connection with the sale of Wells Fargo's corporate
trust services business to CTCNA and its affiliates. Further, under the
principles-based definition of "servicer" set forth in Item 1101(j) of
Regulation AB that looks to the functions that an entity performs, this party
is a "servicer" for the purposes of Item 1123 of Regulation AB. See
Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

 The assessments of compliance with
applicable servicing criteria, accountants' attestation reports and servicer
compliance statements of the certificate administrator of the 330 West 34th
Street Leased Fee Mortgage Loan, the IPG Portfolio Mortgage Loan, the Concord
Mills Mortgage Loan, the Patewood Corporate Center Mortgage Loan, the PetSmart
HQ Mortgage Loan and the Icon One Daytona Mortgage Loan are omitted from this
Annual Report on Form 10-K as the certificate administrator pursuant to the
related pooling and servicing agreement or trust and servicing agreement does
not perform any activities that address servicing criteria with respect to the
issuing entity and because they are each not a "servicer" that meets the
criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

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

 Item 1. Business.

 Item 1A. Risk Factors.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C. Cybersecurity.

 Item 2. Properties.

 Item 3. Legal Proceedings.

 Item 4. Mine Safety Disclosures.

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

 Item 6.

 [Reserved]

 Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

 Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.

 Item 8. Financial Statements and Supplementary Data.

 Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure.

 Item 9A. Controls and Procedures.

 Item 9B. Other Information.

 None.

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.

 None.

 Item 10. Directors, Executive Officers and Corporate
Governance.

 Item 11. Executive Compensation.

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.

 Item 13. Certain Relationships and Related
Transactions, and Director Independence.

 Item 14. Principal Accountant Fees and Services.

 ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

 Item 1112(b) of Regulation AB, Significant Obligor
Financial Information.

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

 Item 1114(b)(2) of Regulation AB, Significant Enhancement
Provider Financial Information.

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

 Item 1115(b) of Regulation AB, Certain Derivatives
Instruments (Financial Information).

 No entity or group of affiliated entities provides any
derivative instruments or other support for the certificates within this
transaction as described under Item 1115 of Regulation AB.

 Item 1117 of Regulation AB, Legal Proceedings.

 The registrant knows of
no material pending legal proceeding involving the trust or any party related
to the trust, other than routine litigation incidental to the duties of those
respective parties, and the following, with respect to Wells Fargo Bank,
National Association, as certificate administrator, trustee and custodian.

 In
December 2014, Phoenix Light SF Limited (Phoenix Light) and certain related
entities filed a complaint in the United States District Court for the Southern
District of New York alleging claims against Wells Fargo Bank, N.A., in its
capacity as trustee for a number of residential mortgage-backed securities
(RMBS) trusts. Complaints raising similar allegations have been filed by
Commerzbank AG in the Southern District of New York, IKB International and IKB
Deutsche Industriebank (together, IKB) in New York state court, and Park Royal
I LLC and Park Royal II LLC in New York state court. In each case, the
plaintiffs allege that Wells Fargo Bank, N.A., as trustee, caused losses to
investors, and plaintiffs assert causes of action based upon, among other things,
the trustee's alleged failure to notify and enforce repurchase obligations of
mortgage loan sellers for purported breaches of representations and warranties,
notify investors of alleged events of default, and abide by appropriate
standards of care following alleged events of default. In July 2022, the
district court dismissed Phoenix Light's claims and certain of the claims
asserted by Commerzbank AG, and subsequently entered judgment in each case in
favor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light and Commerzbank
AG each appealed the district court's decision to the United States Court of
Appeals for the Second Circuit. Phoenix Light dismissed its appeal in May 2023,
terminating its case. In November 2023, Wells Fargo Bank, N.A. entered into an
agreement with IKB to resolve IKB's claims. Wells Fargo Bank, N.A. previously
settled two class actions filed by institutional investors and an action filed
by the National Credit Union Administration with similar allegations.

 Item 1119 of Regulation AB, Affiliations and Certain
Relationships and Related Transactions.

 The information regarding this Item has been previously
provided in the prospectus of the Registrant relating to the issuing entity
filed on November 30, 2022 pursuant to Rule 424(b)(2).

 Item 1122 of Regulation AB, Compliance with Applicable
Servicing Criteria.

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

 The reports on assessments of compliance with the servicing
criteria for asset-backed securities and related attestation reports on such
assessments of compliance with respect to the Patewood Corporate Center
Mortgage Loan, the PetSmart HQ Mortgage Loan and the Icon One Daytona Mortgage
Loan, which are being serviced and administered pursuant to the pooling and
servicing agreement for the 3650R 2021-PF1 Transaction, are attached hereto
under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to the
pooling and servicing agreement for the 3650R 2021-PF1 Transaction incorporated
by reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the 3650R
2021-PF1 Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

 The reports on assessments of compliance with the servicing
criteria for asset-backed securities and related attestation reports on such
assessments of compliance with respect to the 330 West 34th Street Leased Fee
Mortgage Loan and the IPG Portfolio Mortgage Loan, which are being serviced and
administered pursuant to the pooling and servicing agreement for the Benchmark
2022-B37 Transaction, are attached hereto under Item 15 to this Annual Report
on Form 10-K. Attached as Exhibit AA to the pooling and servicing agreement for
the Benchmark 2022-B37 Transaction incorporated by reference as Exhibit 4.3 to
this Annual Report on Form 10-K is a chart identifying the entities
participating in a servicing function for the Benchmark 2022-B37 Transaction
responsible for each applicable servicing criteria set forth in Item 1122(d).

 The reports on assessments of compliance with the servicing
criteria for asset-backed securities and related attestation reports on such
assessments of compliance with respect to the Concord Mills Mortgage Loan,
which is being serviced and administered pursuant to the pooling and servicing
agreement for the BANK 2022-BNK44 Transaction, are attached hereto under Item
15 to this Annual Report on Form 10-K. Attached as Exhibit Z to the pooling and
servicing agreement for the BANK 2022-BNK44 Transaction incorporated by
reference as Exhibit 4.4 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the BANK
2022-BNK44 Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

 Item
1123 of Regulation AB, Servicer Compliance Statement.

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

 Item 15. Exhibit and Financial Statement Schedules

 (a) The following is a list of documents filed as part of
this 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 Master
Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare
Trust Company, National Association, as Certificate Administrator and as
Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer (filed as Exhibit 4.1 to the registrant's Current
Report on Form 8-K filed on November 30, 2022 under Commission File No.

 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 Master
Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer (filed as Exhibit 4.3 to the registrant's Current Report on Form 8-K

 4.3
 Pooling and Servicing Agreement, dated as of October 1,
2022, among GS Mortgage Securities Corporation II, as Depositor, 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 Administrator and as Trustee, and
Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer (filed as Exhibit 4.2 to the registrant's Current Report on Form 8-K

 4.4
 Pooling and Servicing Agreement, dated as of November 1,
2022, between Morgan Stanley
Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as
General Master Servicer, KeyBank National Association, as General Special
Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB
Special Servicer, Computershare Trust Company, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer (filed as Exhibit 4.19 to the registrant's Current
Report on Form 8-K/A filed on December 19, 2022 under Commission File No.

 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,
Initial Note A-1-2 Holder, Initial Note A-1-3 Holder and Initial Note A-1-4
Holder, and DBR Investments Co. Limited, as Initial Note A-2-1 Holder, Initial
Note A-2-2 Holder, Initial Note A-2-3 Holder and Initial Note A-2-4 Holder
(filed as Exhibit 4.4 to the registrant's Current Report on Form 8-K filed on
November 30, 2022 under Commission File No. 333-255181-02 and incorporated by
reference herein).

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

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

 4.8
 Agreement Between Note Holders, dated as of October 7,
Note A-1 Holder, 3650 REIT Warehouse Facility Entity 2A 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, as Initial Note A-4
Holder (filed as Exhibit 4.7 to the registrant's Current Report on Form 8-K

 4.9
 Agreement Between Note Holders, dated as of October 7,
Note A-1 Holder, 3650 REIT Warehouse Facility Entity 2A 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, as Initial Note A-4
Holder (filed as Exhibit 4.8 to the registrant's Current Report on Form 8-K

 4.10
 Agreement Between Note Holders, dated as of October 6,
2022, by and among Column Financial, Inc., as Initial Note A-1 Holder, Column
Financial, Inc., as Initial Note A-2 Holder, Column Financial, Inc., as Initial
Note A-3 Holder, Column Financial, Inc., as Initial Note A-4 Holder, Column
Financial, Inc., as Initial Note A-5 Holder, Column Financial, Inc., as Initial
Note A-6 Holder, and Column Financial, Inc., as Initial Note A-7 Holder (filed
as Exhibit 4.9 to the registrant's Current Report on Form 8-K filed on November
30, 2022 under Commission File No. 333-255181-02 and incorporated by reference
herein).

 4.11
 Agreement Between Note Holders, dated as of November 30,
Note A-1 Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note
A-2 Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-3
Holder, 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 on
November 30, 2022 under Commission File No. 333-255181-02 and incorporated by
reference herein).

 4.12
 Amended and Restated Agreement Between Note Holders,
dated as of November 30, 2022, by and between Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer on behalf of Wells Fargo
Bank, National Association, as Trustee for the benefit of the Registered
Holders of 3650R 2021 – PF1 Mortgage Trust Commercial Pass-Through Certificates
Series 2021-PF1, as Initial Note A-1 Holder, 3650 REIT Warehouse Facility
Entity 2A 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, as Initial Note A-4 Holder (filed as Exhibit 4.11 to the registrant's
Current Report on Form 8-K filed on November 30, 2022 under Commission File No.

 4.13
 Co-Lender Agreement, dated as of October 25, 2022, by and
between Citi Real Estate Funding Inc., as Initial Note A-1 Holder, Citi Real
Estate Funding Inc., as Initial Note A-2-1 Holder, Citi Real Estate Funding
Inc., as Initial Note A-2-2 Holder, and Citi Real Estate Funding Inc., as
Initial Note A-3 Holder (filed as Exhibit 4.12 to the registrant's Current
Report on Form 8-K filed on November 30, 2022 under Commission File No.

 4.14
 Agreement Between Note Holders, dated as of November 30,
Note A-1 Holder, and 3650 REIT Warehouse Facility Entity 2A LLC, as Initial
Note A-2 Holder (filed as Exhibit 4.13 to the registrant's Current Report on
Form 8-K filed on November 30, 2022 under Commission File No. 333-255181-02 and

 4.15
 Agreement Between Note Holders, dated as of November 30,
Note A-1 Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note
A-2 Holder, and 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-3
Holder (filed as Exhibit 4.14 to the registrant's Current Report on Form 8-K

 4.16
 Amended and Restated Agreement Between Noteholders,
entered into March 18, 2024 and dated as of November 5, 2021, between Wells
Fargo Bank, National Association, as Master Servicer on behalf of Wilmington
Trust, National Association, as Trustee for the benefit of the Registered
Holders of Wells Fargo Commercial Mortgage Trust 2021-C61, Commercial Mortgage
Pass-Through Certificates, Series 2021-C61, as Note A-1 Holder, Wilmington
Trust, National Association, as Trustee for the benefit of the Registered Holders
of BBCMS Mortgage Trust 2022-C15, Commercial Mortgage Pass-Through
Certificates, Series 2022-C15, as Note A-2 Holder, KeyBank National
Association, as Master Servicer on behalf of Wilmington Trust, National
Association, as Trustee for the benefit of the Registered Holders of BMO
2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2022-C1, as Note A-3 Holder, Computershare Trust Company, National Association,
as Trustee for the benefit of the Registered Holders of 3650R 2022-PF2 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2,
as Note A-4-A Holder, Computershare Trust Company, National Association, as
Trustee for the benefit of the Registered Holders of Benchmark 2023-V2 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2023-V2, as Note
A-4-B Holder, and 3650 Cal Bridge Reno LLC, as Note B Holder (filed as Exhibit
4.1 to the registrant's Current Report on Form 8-K filed on March 20, 2024
under Commission 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 Division
of PNC Bank, National Association, as Master Servicer on behalf of Wells Fargo
Bank, National Association, as Trustee for the benefit of the Registered
Holders of 3650R 2021 – PF1 Mortgage Trust Commercial Pass-Through Certificates
Series 2021-PF1, as Initial Note A-1 Holder, 3650 REIT Warehouse Facility
Entity 2A 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, as Initial Note A-4 Holder (filed as Exhibit 4.16 to the registrant's
Current Report on Form 8-K filed on November 30, 2022 under Commission File No.

 4.18
 Amended and Restated Agreement Between Note Holders,
dated as of October 7, 2022, by and between Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer on behalf of Wells Fargo
Bank, National Association, as Trustee for the benefit of the Registered
Holders of 3650R 2021 – PF1 Mortgage Trust Commercial Pass-Through Certificates
Series 2021-PF1, as Initial Note A-1 Holder, 3650 REIT Warehouse Facility
Entity 2A 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, as Initial Note A-4 Holder (filed as Exhibit 4.17 to the registrant's
Current Report on Form 8-K filed on November 30, 2022 under Commission File No.

 4.19
 Agreement Between Note Holders, dated as of October 7,
Note A-1 Holder, and 3650 REIT Warehouse Facility Entity 2A LLC, as Initial
Note A-2 Holder (filed as Exhibit 4.18 to the registrant's Current Report on
Form 8-K filed on November 30, 2022 under Commission File No. 333-255181-02 and

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

Reports on assessment of compliance with servicing criteria for asset-backed
securities.

 33.1
National Association, as Master Servicer

 33.2

 33.3
as Trustee and Certificate Administrator

 33.4
as Custodian

 33.5
Advisor

 33.6
National Association, as Primary Servicer of the Triple Net Portfolio Mortgage
Loan (see Exhibit 33.1)

 33.7
of the Triple Net Portfolio Mortgage Loan (see Exhibit 33.2)

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

 33.9
as Custodian of the Triple Net Portfolio Mortgage Loan (see Exhibit 33.4)

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

 33.11
National Association, as Primary Servicer of the Central States Industrial
Portfolio Mortgage Loan (see Exhibit 33.1)

 33.12
of the Central States Industrial Portfolio Mortgage Loan (see Exhibit 33.2)

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

 33.14
as Custodian of the Central States Industrial Portfolio Mortgage Loan (see
Exhibit 33.4)

 33.15
 Park Bridge Lender Services LLC, as Operating Advisor
of the Central States Industrial Portfolio Mortgage Loan (see Exhibit 33.5)

 33.16
National Association, as Primary Servicer of the Art Ovation Hotel Mortgage
Loan (see Exhibit 33.1)

 33.17
of the Art Ovation Hotel Mortgage Loan (see Exhibit 33.2)

 33.18 Computershare
Trust Company, National Association, as Trustee of the Art Ovation Hotel

 33.19
as Custodian of the Art Ovation Hotel Mortgage Loan (see Exhibit 33.4)

 33.20
Advisor of the Art Ovation Hotel Mortgage Loan (see Exhibit 33.5)

 33.21
National Association, as Primary Servicer of the TOTAL Plaza Mortgage Loan (see
Exhibit 33.1)

 33.22
of the TOTAL Plaza Mortgage Loan (see Exhibit 33.2)

 33.23 Computershare
Trust Company, National Association, as Trustee of the TOTAL Plaza Mortgage

 33.24
as Custodian of the TOTAL Plaza Mortgage Loan (see Exhibit 33.4)

 33.25
Advisor of the TOTAL Plaza Mortgage Loan (see Exhibit 33.5)

 33.26
National Association, as Primary Servicer of the 500 Delaware Mortgage Loan

 33.27
of the 500 Delaware Mortgage Loan (see Exhibit 33.2)

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

 33.29
as Custodian of the 500 Delaware Mortgage Loan (see Exhibit 33.4)

 33.30
Advisor of the 500 Delaware Mortgage Loan (see Exhibit 33.5)

 33.31
National Association, as Primary Servicer of the RH HQ Mortgage Loan (see
Exhibit 33.1)

 33.32
of the RH HQ Mortgage Loan (see Exhibit 33.2)

 33.33
Computershare Trust Company, National Association, as Trustee of the RH HQ

 33.34
as Custodian of the RH HQ Mortgage Loan (see Exhibit 33.4)

 33.35
Advisor of the RH HQ Mortgage Loan (see Exhibit 33.5)

 33.36
National Association, as Primary Servicer of the 800 Cesar Chavez Mortgage Loan

 33.37
of the 800 Cesar Chavez Mortgage Loan (see Exhibit 33.2)

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

 33.39
as Custodian of the 800 Cesar Chavez Mortgage Loan (see Exhibit 33.4)

 33.40
Advisor of the 800 Cesar Chavez Mortgage Loan (see Exhibit 33.5)

 33.41
National Association, as Primary Servicer of the Meadowood Mall Mortgage Loan

 33.42
of the Meadowood Mall Mortgage Loan (see Exhibit 33.2)

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

 33.44
as Custodian of the Meadowood Mall Mortgage Loan (see Exhibit 33.4)

 33.45
Advisor of the Meadowood Mall Mortgage Loan (see Exhibit 33.5)

 33.46
National Association, as Primary Servicer of the Lakeshore Marketplace Mortgage
Loan (see Exhibit 33.1)

 33.47
of the Lakeshore Marketplace Mortgage Loan (see Exhibit 33.2)

 33.48 Computershare
Trust Company, National Association, as Trustee of the Lakeshore Marketplace

 33.49
as Custodian of the Lakeshore Marketplace Mortgage Loan (see Exhibit 33.4)

 33.50
Advisor of the Lakeshore Marketplace Mortgage Loan (see Exhibit 33.5)

 33.51
National Association, as Primary Servicer of the Patewood Corporate Center
Mortgage Loan (see Exhibit 33.1)

 33.52
of the Patewood Corporate Center Mortgage Loan (see Exhibit 33.2)

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

 33.54
Custodian of the Patewood Corporate Center Mortgage Loan

 33.55
Advisor of the Patewood Corporate Center Mortgage Loan (see Exhibit 33.5)

 33.56
as Servicing Function Participant for the Custodian (see Exhibit 33.4)

 33.57
National Association, as Primary Servicer of the Icon One Daytona Mortgage Loan

 33.58
of the Icon One Daytona Mortgage Loan (see Exhibit 33.2)

 33.59
Wells Fargo Bank, National Association, as Trustee of the Icon One Daytona

 33.60
Custodian of the Icon One Daytona Mortgage Loan (see Exhibit 33.54)

 33.61
Advisor of the Icon One Daytona Mortgage Loan (see Exhibit 33.5)

 33.62
as Servicing Function Participant for the Custodian (see Exhibit 33.4)

 33.63
National Association, as Primary Servicer of the PetSmart HQ Mortgage Loan (see
Exhibit 33.1)

 33.64
of the PetSmart HQ Mortgage Loan (see Exhibit 33.2)

 33.65
Wells Fargo Bank, National Association, as Trustee of the PetSmart HQ Mortgage

 33.66
Custodian of the PetSmart HQ Mortgage Loan (see Exhibit 33.54)

 33.67
Advisor of the PetSmart HQ Mortgage Loan (see Exhibit 33.5)

 33.68
as Servicing Function Participant for the Custodian (see Exhibit 33.4)

 33.69
National Association, as Primary Servicer of the 330 West 34th Street Leased
Fee Mortgage Loan (see Exhibit 33.1)

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

 33.71
Computershare Trust Company, National Association, as Trustee of the 330 West
34th Street Leased Fee Mortgage Loan (Omitted. See Explanatory Notes.)

 33.72
as Custodian of the 330 West 34th Street Leased Fee Mortgage Loan (see Exhibit
33.4)

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

 33.74
National Association, as Primary Servicer of the IPG Portfolio Mortgage Loan

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

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

 33.77
as Custodian of the IPG Portfolio Mortgage Loan (see Exhibit 33.4)

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

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

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

 33.81
Wilmington Trust, National Association, as Trustee of the Concord Mills

 33.82
as Custodian of the Concord Mills Mortgage Loan (see Exhibit 33.4)

 33.83
Advisor of the Concord Mills Mortgage Loan (see Exhibit 33.5)

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

 Attestation
reports on assessment of compliance with servicing criteria for asset-backed
securities.

 34.1
National Association, as Master Servicer

 34.2

 34.3
as Trustee and Certificate Administrator

 34.4
as Custodian

 34.5
Advisor

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

 34.7
of the Triple Net Portfolio Mortgage Loan (see Exhibit 34.2)

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

 34.9
as Custodian of the Triple Net Portfolio Mortgage Loan (see Exhibit 34.4)

 34.10
Advisor of the Triple Net Portfolio Mortgage Loan (see Exhibit 34.5)

 34.11
National Association, as Primary Servicer of the Central States Industrial
Portfolio Mortgage Loan (see Exhibit 34.1)

 34.12
of the Central States Industrial Portfolio Mortgage Loan (see Exhibit 34.2)

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

 34.14
as Custodian of the Central States Industrial Portfolio Mortgage Loan (see
Exhibit 34.4)

 34.15
Advisor of the Central States Industrial Portfolio Mortgage Loan (see Exhibit
34.5)

 34.16
National Association, as Primary Servicer of the Art Ovation Hotel Mortgage
Loan (see Exhibit 34.1)

 34.17
of the Art Ovation Hotel Mortgage Loan (see Exhibit 34.2)

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

 34.19
as Custodian of the Art Ovation Hotel Mortgage Loan (see Exhibit 34.4)

 34.20
Advisor of the Art Ovation Hotel Mortgage Loan (see Exhibit 34.5)

 34.21
National Association, as Primary Servicer of the TOTAL Plaza Mortgage Loan (see
Exhibit 34.1)

 34.22
of the TOTAL Plaza Mortgage Loan (see Exhibit 34.2)

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

 34.24
as Custodian of the TOTAL Plaza Mortgage Loan (see Exhibit 34.4)

 34.25
Advisor of the TOTAL Plaza Mortgage Loan (see Exhibit 34.5)

 34.26
National Association, as Primary Servicer of the 500 Delaware Mortgage Loan

 34.27
of the 500 Delaware Mortgage Loan (see Exhibit 34.2)

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

 34.29
as Custodian of the 500 Delaware Mortgage Loan (see Exhibit 34.4)

 34.30
Advisor of the 500 Delaware Mortgage Loan (see Exhibit 34.5)

 34.31
National Association, as Primary Servicer of the RH HQ Mortgage Loan (see
Exhibit 34.1)

 34.32
of the RH HQ Mortgage Loan (see Exhibit 34.2)

 34.33
Computershare Trust Company, National Association, as Trustee of the RH HQ

 34.34
as Custodian of the RH HQ Mortgage Loan (see Exhibit 34.4)

 34.35
Advisor of the RH HQ Mortgage Loan (see Exhibit 34.5)

 34.36
National Association, as Primary Servicer of the 800 Cesar Chavez Mortgage Loan

 34.37
of the 800 Cesar Chavez Mortgage Loan (see Exhibit 34.2)

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

 34.39
as Custodian of the 800 Cesar Chavez Mortgage Loan (see Exhibit 34.4)

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

 34.41
National Association, as Primary Servicer of the Meadowood Mall Mortgage Loan

 34.42
of the Meadowood Mall Mortgage Loan (see Exhibit 34.2)

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

 34.44
as Custodian of the Meadowood Mall Mortgage Loan (see Exhibit 34.4)

 34.45
Advisor of the Meadowood Mall Mortgage Loan (see Exhibit 34.5)

 34.46
National Association, as Primary Servicer of the Lakeshore Marketplace Mortgage
Loan (see Exhibit 34.1)

 34.47
of the Lakeshore Marketplace Mortgage Loan (see Exhibit 34.2)

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

 34.49
as Custodian of the Lakeshore Marketplace Mortgage Loan (see Exhibit 34.4)

 34.50
Advisor of the Lakeshore Marketplace Mortgage Loan (see Exhibit 34.5)

 34.51
National Association, as Primary Servicer of the Patewood Corporate Center
Mortgage Loan (see Exhibit 34.1)

 34.52
of the Patewood Corporate Center Mortgage Loan (see Exhibit 34.2)

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

 34.54
Custodian of the Patewood Corporate Center Mortgage Loan

 34.55
Advisor of the Patewood Corporate Center Mortgage Loan (see Exhibit 34.5)

 34.56
as Servicing Function Participant for the Custodian (see Exhibit 34.4)

 34.57
National Association, as Primary Servicer of the Icon One Daytona Mortgage Loan

 34.58
of the Icon One Daytona Mortgage Loan (see Exhibit 34.2)

 34.59
Wells Fargo Bank, National Association, as Trustee of the Icon One Daytona

 34.60
Custodian of the Icon One Daytona Mortgage Loan (see Exhibit 34.54)

 34.61
Advisor 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 34.4)

 34.63
National Association, as Primary Servicer of the PetSmart HQ Mortgage Loan (see
Exhibit 34.1)

 34.64
of the PetSmart HQ Mortgage Loan (see Exhibit 34.2)

 34.65
Wells Fargo Bank, National Association, as Trustee of the PetSmart HQ Mortgage

 34.66
Custodian of the PetSmart HQ Mortgage Loan (see Exhibit 34.54)

 34.67
Advisor of the PetSmart HQ Mortgage Loan (see Exhibit 34.5)

 34.68
as Servicing Function Participant for the Custodian (see Exhibit 34.4)

 34.69
National Association, as Primary Servicer of the 330 West 34th Street Leased
Fee Mortgage Loan (see Exhibit 34.1)

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

 34.71
Computershare Trust Company, National Association, as Trustee of the 330 West
34th Street Leased Fee Mortgage Loan (Omitted. See Explanatory Notes.)

 34.72
as Custodian of the 330 West 34th Street Leased Fee Mortgage Loan (see Exhibit
34.4)

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

 34.74
National Association, as Primary Servicer of the IPG Portfolio Mortgage Loan

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

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

 34.77
as Custodian of the IPG Portfolio Mortgage Loan (see Exhibit 34.4)

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

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

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

 34.81
Wilmington Trust, National Association, as Trustee of the Concord Mills

 34.82
as Custodian of the Concord Mills Mortgage Loan (see Exhibit 34.4)

 34.83
Advisor of the Concord Mills Mortgage Loan (see Exhibit 34.5)

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

Servicer compliance statements.

 35.1
National Association, as Master Servicer

 35.2

 35.3
as Certificate Administrator

 35.4
National Association, as Primary Servicer of the Triple Net Portfolio Mortgage
Loan (see Exhibit 35.1)

 35.5
of the Triple Net Portfolio Mortgage Loan (see Exhibit 35.2)

 35.6
National Association, as Primary Servicer of the Central States Industrial
Portfolio Mortgage Loan (see Exhibit 35.1)

 35.7
of the Central States Industrial Portfolio Mortgage Loan (see Exhibit 35.2)

 35.8
National Association, as Primary Servicer of the Art Ovation Hotel Mortgage
Loan (see Exhibit 35.1)

 35.9
of the Art Ovation Hotel Mortgage Loan (see Exhibit 35.2)

 35.10
National Association, as Primary Servicer of the TOTAL Plaza Mortgage Loan (see
Exhibit 35.1)

 35.11
of the TOTAL Plaza Mortgage Loan (see Exhibit 35.2)

 35.12
National Association, as Primary Servicer of the 500 Delaware Mortgage Loan
(see Exhibit 35.1)

 35.13
of the 500 Delaware Mortgage Loan (see Exhibit 35.2)

 35.14
National Association, as Primary Servicer of the RH HQ Mortgage Loan (see
Exhibit 35.1)

 35.15
of the RH HQ Mortgage Loan (see Exhibit 35.2)

 35.16
National Association, as Primary Servicer of the 800 Cesar Chavez Mortgage Loan
(see Exhibit 35.1)

 35.17
of 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
of the Meadowood Mall Mortgage Loan (see Exhibit 35.2)

 35.20
National Association, as Primary Servicer of the Lakeshore Marketplace Mortgage
Loan (see Exhibit 35.1)

 35.21
of the Lakeshore Marketplace Mortgage Loan (see Exhibit 35.2)

 35.22
National Association, as Primary Servicer of the Patewood Corporate Center
Mortgage Loan (see Exhibit 35.1)

 35.23
of the Patewood Corporate Center Mortgage Loan (see Exhibit 35.2)

 35.24
National Association, as Primary Servicer of the Icon One Daytona Mortgage Loan
(see Exhibit 35.1)

 35.25
of the Icon One Daytona Mortgage Loan (see Exhibit 35.2)

 35.26
National Association, as Primary Servicer of the PetSmart HQ Mortgage Loan (see
Exhibit 35.1)

 35.27
of the PetSmart HQ Mortgage Loan (see Exhibit 35.2)

 35.28
National Association, as Primary Servicer of the 330 West 34th Street Leased
Fee Mortgage Loan (see Exhibit 35.1)

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

 35.30
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 Mortgage

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

 35.33
KeyBank National Association, as Special Servicer of the Concord Mills Mortgage

 99.1
 Mortgage Loan Purchase Agreement, dated as of November
30, 2022, between 3650 REIT Commercial Mortgage Securities II LLC and 3650 Real
Estate Investment Trust 2 LLC (filed as Exhibit 99.1 to the registrant's
Current Report on Form 8-K filed on November 30, 2022 under Commission File No.

 99.2
 Mortgage Loan Purchase Agreement, dated as of November
30, 2022, between 3650 REIT Commercial Mortgage Securities II LLC and German
American Capital Corporation (filed as Exhibit 99.2 to the registrant's Current
Report on Form 8-K filed on November 30, 2022 under Commission File No.

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

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

 (b) The exhibits required to be filed by the
Registrant 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 the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

 3650 REIT Commercial Mortgage
Securities II LLC

(Depositor)

 /s/ Tobin
Cobb

 Tobin
Cobb, Authorized Signatory

 (senior officer in charge of
securitization of the depositor)

 Date: March 21, 2024