**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:****333-259741-05**

 

**Central Index Key Number of the issuing entity:****0001974587**

 

**MSWF Commercial MortgageTrust 2023-1**

**(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:****0000740906**

 

**Wells Fargo Bank, NationalAssociation**

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

** **

**Central Index Key Number of the sponsor: 0001968416**

 

**Argentic Real Estate Finance2 LLC**

**(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: 0001548405**

 

**Starwood Mortgage Capital LLC**

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

** **

**Central Index Key Number of the sponsor: 0001624053**

 

**Argentic Real Estate FinanceLLC**

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

 

**Central Index Key Number of the sponsor: 0001592182**

 

**LMF Commercial, LLC**

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

 

 

 

  

| **New York**                                                        | **38-4258171**

**38-4258172**

**38-7292494** |
|---------------------------------------------------------------------|------------------------------------------------|
| **(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 such files).

 

  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.

 

Ifsecurities are registered pursuant to Section 12(b) of the Act, indicate bycheck 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 thatrequired a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).

 

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 of theForm 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**

 

TheMSWF 2023-1 mortgage pool includes the following mortgage loans, each of whichis serviced pursuant to a separate pooling and servicing agreement (each, an“Outside Pooling and Servicing Agreement”):

 

•  the CX - 250 Water Street mortgage loan, which was serviced pursuant to theBANK 2023-BNK45 pooling and servicing agreement attached hereto as Exhibit 4.2(from 5/25/23 to 12/20/23) and, following the securitization of the relatedlead servicing note, the MSWF 2023-2 pooling and servicing agreement attachedhereto as Exhibit 4.6 (from 12/21/23 to 12/31/23);

 

•  the 100 & 150 South Wacker Drive mortgage loan, which is serviced pursuantto the BANK 2023-BNK45 pooling and servicing agreement attached hereto asExhibit 4.2; 

 

•   the Pacific Design Center mortgage loan, which isserviced pursuant to the Benchmark 2023-B38 pooling and servicing agreementattached hereto as Exhibit 4.3;

•   the Cumberland Mall mortgage loan, which is servicedpursuant to the Benchmark 2023-V2 pooling and servicing agreement attachedhereto as Exhibit 4.4;

•   the Conair Glendale mortgage loan, which is servicedpursuant to the BANK 2023-BNK45 pooling and servicing agreement attached heretoas Exhibit 4.2; and

•  the Heritage Plaza mortgage loan, which was serviced pursuant to the Benchmark2023-V2 pooling and servicing agreement attached hereto as Exhibit 4.4 (from5/25/23 to 9/27/23) and, following the securitization of the related leadservicing note, the BANK5 2023-5YR3 pooling and servicing agreement attachedhereto as Exhibit 4.5 (from 9/28/23 to 12/31/23).

 

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 performs variouspayment administration functions solely for the securitization governed by suchpooling and servicing agreement and the mortgage pool securitized pursuant tosuch pooling and servicing agreement and does not have any obligations withrespect to any other transaction.  Consequently, the certificateadministrator under an Outside Pooling and Servicing Agreement does notparticipate in the servicing function for purposes of Item 1122 of RegulationAB, nor does it perform the functions of a servicer for purposes of thedefinition of “servicer” under Item 1101 of Regulation AB or for purposes ofItem 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.

 

•  LNR Partners, LLC, as general special servicer under the Benchmark 2023-B38pooling and servicing agreement, does not have any obligations in respect ofthe Pacific Design Center mortgage loan or any other mortgage loan included inthe MSWF 2023-1 mortgage pool. Therefore, LNR Partners, LLC, in such capacity,does not constitute a reporting “servicing function participant” for purposesof Item 1122 of Regulation AB, as specified in the Instruction 3 to Item 1122,and does not constitute a reporting “servicer” for purposes of Item 1123 ofRegulation AB, as specified in the Instruction to Item 1123.

 

•  3650 REIT Loan Servicing LLC is the special servicer under the Benchmark2023-V2 pooling and servicing agreement, pursuant to which the Cumberland Mallmortgage loan is serviced and pursuant to which the Heritage Plaza mortgageloan was serviced until September 27, 2023.  Because 3650 REIT LoanServicing LLC is not the MSWF 2023-1 special servicer, is not affiliated withany sponsor and services (or serviced, as applicable) only the Cumberland Mallmortgage loan and the Heritage Plaza mortgage loan, which collectivelyconstitute more than 5% but less than 10% of the mortgage pool, 3650 REIT LoanServicing LLC, as Benchmark 2023-V2 special servicer, constitutes a reporting“servicing function participant” for purposes of Item 1122 of Regulation AB, asspecified in the Instruction 3 to Item 1122, but does not constitute areporting “servicer” for purposes of Item 1123 of Regulation AB, as specifiedin the Instruction to Item 1123.

 

•  Greystone Servicing Company LLC is the special servicer under the BANK52023-5YR3 pooling and servicing agreement, pursuant to which the Heritage Plazamortgage loan is serviced. Because Greystone Servicing Company LLC is not theMSWF 2023-1 special servicer, is not affiliated with any sponsor and servicesonly the Heritage Plaza mortgage loan, which constitutes less than 5% of themortgage pool, Greystone Servicing Company LLC, as BANK5 2023-5YR3 specialservicer, does not constitute a reporting “servicing function participant” forpurposes of Item 1122 of Regulation AB, as specified in the Instruction 3 toItem 1122, and does not constitute a reporting “servicer” for purposes of Item1123 of Regulation AB, as specified in 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:

 

• Midland Loan Services, a Division of PNC Bank, National Association, as masterservicer under the Benchmark 2023-V2 pooling and servicing agreement, pursuantto which the Heritage Plaza mortgage loan was serviced until September 27,2023, engaged the services of Wells Fargo Bank, National Association as asub-servicer in respect of the Heritage Plaza mortgage loan for the reportingperiod.

 

• 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, National Association, as master servicer under the BANK2023-BNK45 pooling and servicing agreement, pursuant to which the 100 & 150South Wacker Drive mortgage loan and the Conair Glendale mortgage loan areserviced (and pursuant to which the CX - 250 Water Street mortgage loan wasserviced until December 20, 2023), engaged the services of CoreLogic Solutions,LLC as a servicing function participant in respect of each such mortgage loanfor the reporting period.

 

•  Wells Fargo Bank, National Association, as master servicer under the BANK52023-5YR3 pooling and servicing agreement, pursuant to which the Heritage Plazamortgage loan is serviced, engaged the services of CoreLogic Solutions, LLC asa servicing function participant in respect of the Heritage Plaza mortgage loanfor the reporting period.

 

•  Wells Fargo Bank, National Association, as master servicer under the MSWF2023-2 pooling and servicing agreement, pursuant to which the CX – 250 WaterStreet mortgage loan is serviced, engaged the services of CoreLogic Solutions,LLC as a servicing function participant in respect of the CX – 250 Water Streetmortgage 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 other supportfor 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 25, 2023.  In addition, (i)Wells Fargo Bank, National Association, the master servicer under the MSWF2023-2 pooling and servicing agreement, pursuant to which the CX – 250 WaterStreet mortgage loan is serviced, and the BANK5 2023-5YR3 pooling and servicingagreement, pursuant to which the Heritage Plaza mortgage loan is serviced, isalso the master servicer under the MSWF 2023-1 pooling and servicing agreement,and the master servicer under the BANK 2023-BNK45 pooling and servicingagreement, pursuant to which the Conair Glendale mortgage loan is serviced andpursuant to which the CX – 250 Water Street mortgage loan was serviced untilDecember 20, 2023, (ii) Argentic Services Company LP, the special servicerunder the MSWF 2023-2 pooling and servicing agreement, pursuant to which the CX– 250 Water Street mortgage loan is serviced, is also the special servicer withrespect to the Pacific Design Center mortgage loan under the Benchmark 2023-B38pooling and servicing agreement, the special servicer under the MSWF 2023-1pooling and servicing agreement and an affiliate of Argentic Real EstateFinance 2 LLC and Argentic Real Estate Finance LLC, each of which is anoriginator, sponsor and mortgage loan seller with respect to the MSWF 2023-1securitization transaction, and (iii) Computershare Trust Company, NationalAssociation, the certificate administrator, custodian and trustee under theMSWF 2023-2 pooling and servicing agreement, pursuant to which the CX – 250Water Street mortgage loan is serviced, and the BANK5 2023-5YR3 pooling andservicing agreement, pursuant to which the Heritage Plaza mortgage loan isserviced, is also the certificate administrator, custodian and trustee underthe MSWF 2023-1 pooling and servicing agreement and each other Outside Poolingand Servicing Agreement.

 

**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, 2023, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, Argentic Services Company LP, asspecial servicer, Computershare Trust Company, National Association, ascertificate administrator and as trustee, and Pentalpha Surveillance LLC, asoperating advisor and as asset representations reviewer (filed as Exhibit 4.1to the registrant's Current Report on Form 8-K/A filed on November 30, 2023under SEC File No. 333-259741-05 and incorporated by reference herein).

 

(4.2) Pooling and Servicing Agreement, dated as ofFebruary 1, 2023, between Banc of America Merrill Lynch Commercial MortgageInc., as depositor, Wells Fargo Bank, National Association, as master servicer,LNR Partners, LLC, as special servicer, Computershare Trust Company, NationalAssociation, as certificate administrator and as trustee, and Park BridgeLender Services LLC, as operating advisor and as asset representationsreviewer, relating to the BANK 2023-BNK45 securitization transaction, pursuantto which the 100 & 150 South Wacker Drive mortgage loan and the ConairGlendale mortgage loan are serviced (and pursuant to which the CX - 250 WaterStreet mortgage loan was serviced until December 20, 2023) (filed as Exhibit4.2 to the registrant's Current Report on Form 8-K filed on May 25, 2023 underSEC File No. 333-259741-05 and incorporated by reference herein).

 

(4.3) Pooling and Servicing Agreement, dated as ofApril 1, 2023, between Deutsche Mortgage & Asset Receiving Corporation, asdepositor, Midland Loan Services, a Division of PNC Bank, National Association,as master servicer, LNR Partners, LLC, as general special servicer, ArgenticServices Company LP, as Pacific Design Center special servicer, ComputershareTrust Company, N.A., as trustee, certificate administrator, paying agent andcustodian, and Park Bridge Lender Services LLC, as operating advisor and assetrepresentations reviewer, relating to the Benchmark 2023-B38 securitizationtransaction, pursuant to which the Pacific Design Center Mortgage Loan isserviced (filed as Exhibit 4.3 to the registrant's Current Report on Form 8-K/Afiled on November 30, 2023 under SEC File No. 333-259741-05 and incorporated byreference herein).

 

(4.4) Pooling and Servicing Agreement, dated as of May1, 2023, among Citigroup Commercial Mortgage Securities Inc., as depositor,Midland Loan Services, a Division of PNC Bank, National Association, as masterservicer, 3650 REIT Loan Servicing LLC, as special servicer, ComputershareTrust Company, National Association, as certificate administrator and astrustee, and BellOak, LLC, as operating advisor and as asset representationsreviewer, relating to the Benchmark 2023-V2 securitization transaction,pursuant to which the Cumberland Mall mortgage loan is serviced and pursuant towhich the Heritage Plaza mortgage loan was serviced until September 27, 2023(filed as Exhibit 4.4 to the registrant's Current Report on Form 8-K filed onMay 25, 2023 under SEC File No. 333-259741-05 and incorporated by referenceherein).

 

(4.5) Pooling and Servicing Agreement, dated as ofSeptember 1, 2023, between Banc of America Merrill Lynch Commercial MortgageInc., as depositor, Wells Fargo Bank, National Association, as master servicer,Greystone Servicing Company LLC, as special servicer, Computershare TrustCompany, National Association, as certificate administrator and as trustee, andPentalpha Surveillance LLC, as operating advisor and as asset representationsreviewer, relating to the BANK5 2023-5YR3 securitization transaction, pursuantto which the Heritage Plaza mortgage loan is serviced (filed as Exhibit 4.5 tothe registrant's Current Report on Form 8-K filed on October 3, 2023 under SECFile No. 333-259741-05 and incorporated by reference herein).

 

(4.6) Pooling and Servicing Agreement, dated as ofDecember 1, 2023, between Wells Fargo Commercial Mortgage Securities, Inc., asdepositor, Wells Fargo Bank, National Association, as master servicer, ArgenticServices company LP, as special servicer, Computershare Trust Company, NationalAssociation, as certificate administrator and as trustee, and BellOak, LLC, asoperating advisor and as asset representations reviewer, relating to the MSWF2023-2 securitization transaction, pursuant to which the CX - 250 Water Streetmortgage loan is serviced (filed as Exhibit 4.6 to the registrant's CurrentReport on Form 8-K filed on December 21, 2023 under SEC File No. 333-259741-05and incorporated 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 MasterServicer

 

33.4Argentic Services Company LP, as Special Servicer

 

33.5Pentalpha Surveillance LLC, as Operating Advisor

 

33.6CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

33.7Wells Fargo Bank, National Association, as MasterServicer under the MSWF 2023-2 securitization, pursuant to which the followingmortgage loans were serviced by such party: CX - 250 Water Street (from12/21/23 to 12/31/23) (see Exhibit 33.3)

 

33.8CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSWF 2023-2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: CX - 250 Water Street(from 12/21/23 to 12/31/23) (see Exhibit 33.6)

 

33.9Wells Fargo Bank, National Association, as MasterServicer under the BANK 2023-BNK45 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: CX - 250 Water Street(from 5/25/23 to 12/20/23), 100 & 150 South Wacker Drive (from 5/25/23 to12/31/23), Conair Glendale (from 5/25/23 to 12/31/23) (see Exhibit 33.3)

 

33.10CoreLogic Solutions, LLC, as Servicing Function Participantunder the BANK 2023-BNK45 securitization, pursuant to which the followingmortgage loans were serviced by such party: CX - 250 Water Street (from 5/25/23to 12/20/23), 100 & 150 South Wacker Drive (from 5/25/23 to 12/31/23),Conair Glendale (from 5/25/23 to 12/31/23) (see Exhibit 33.6)

 

33.11Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the Benchmark 2023-B38securitization, pursuant to which the following mortgage loans were serviced bysuch party: Pacific Design Center (from 5/25/23 to 12/31/23)

 

33.12Wells Fargo Bank, National Association, as MasterServicer under the BANK5 2023-5YR3 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Heritage Plaza (from9/28/23 to 12/31/23) (see Exhibit 33.3)

 

33.13CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK5 2023-5YR3 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Heritage Plaza (from9/28/23 to 12/31/23) (see Exhibit 33.6)

 

33.14Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the Benchmark 2023-V2securitization, pursuant to which the following mortgage loans were serviced bysuch party: Cumberland Mall (from 5/25/23 to 12/31/23), Heritage Plaza (from5/25/23 to 9/27/23) (see Exhibit 33.11)

 

33.15Wells Fargo Bank, National Association, asSub-Servicer under the Benchmark 2023-V2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Heritage Plaza (from5/25/23 to 9/27/23) (see Exhibit 33.3)

 

33.16Argentic Services Company LP, as Special Servicerunder the MSWF 2023-2 securitization, pursuant to which the following mortgageloans were serviced by such party: CX - 250 Water Street (from 12/21/23 to12/31/23) (see Exhibit 33.4)

 

33.17LNR Partners, LLC, as Special Servicer under theBANK 2023-BNK45 securitization, pursuant to which the following mortgage loanswere serviced by such party: CX - 250 Water Street (from 5/25/23 to 12/20/23),100 & 150 South Wacker Drive (from 5/25/23 to 12/31/23), Conair Glendale(from 5/25/23 to 12/31/23)

 

33.18Argentic Services Company LP, as Special Servicerunder the Benchmark 2023-B38 securitization, pursuant to which the followingmortgage loans were serviced by such party: Pacific Design Center (from 5/25/23to 12/31/23) (see Exhibit 33.4)

 

33.193650 REIT Loan Servicing LLC, as Special Servicerunder the Benchmark 2023-V2 securitization, pursuant to which the followingmortgage loans were serviced by such party: Cumberland Mall (from 5/25/23 to12/31/23), Heritage Plaza (from 5/25/23 to 9/27/23)

 

33.20Computershare Trust Company, National Association,as Custodian under the MSWF 2023-2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: CX - 250 Water Street(from 12/21/23 to 12/31/23) (see Exhibit 33.2)

 

33.21Computershare Trust Company, National Association,as Custodian under the BANK 2023-BNK45 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: CX - 250 Water Street(from 5/25/23 to 12/20/23), 100 & 150 South Wacker Drive (from 5/25/23 to12/31/23), Conair Glendale (from 5/25/23 to 12/31/23) (see Exhibit 33.2)

 

33.22Computershare Trust Company, National Association,as Custodian under the Benchmark 2023-B38 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Pacific Design Center(from 5/25/23 to 12/31/23) (see Exhibit 33.2)

 

33.23Computershare Trust Company, National Association,as Custodian under the BANK5 2023-5YR3 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Heritage Plaza (from9/28/23 to 12/31/23) (see Exhibit 33.2)

 

33.24Computershare Trust Company, National Association,as Custodian under the Benchmark 2023-V2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Cumberland Mall (from5/25/23 to 12/31/23), Heritage Plaza (from 5/25/23 to 9/27/23) (see Exhibit33.2)

 

(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 Master Servicer

 

34.4Argentic Services Company LP, as Special Servicer

 

34.5Pentalpha Surveillance LLC, as Operating Advisor

 

34.6CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

34.7Wells Fargo Bank, National Association, as MasterServicer under the MSWF 2023-2 securitization, pursuant to which the followingmortgage loans were serviced by such party: CX - 250 Water Street (from12/21/23 to 12/31/23) (see Exhibit 34.3)

 

34.8CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSWF 2023-2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: CX - 250 Water Street(from 12/21/23 to 12/31/23) (see Exhibit 34.6)

 

34.9Wells Fargo Bank, National Association, as MasterServicer under the BANK 2023-BNK45 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: CX - 250 Water Street(from 5/25/23 to 12/20/23), 100 & 150 South Wacker Drive (from 5/25/23 to12/31/23), Conair Glendale (from 5/25/23 to 12/31/23) (see Exhibit 34.3)

 

34.10CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2023-BNK45 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: CX - 250 Water Street(from 5/25/23 to 12/20/23), 100 & 150 South Wacker Drive (from 5/25/23 to12/31/23), Conair Glendale (from 5/25/23 to 12/31/23) (see Exhibit 34.6)

 

34.11Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the Benchmark 2023-B38securitization, pursuant to which the following mortgage loans were serviced bysuch party: Pacific Design Center (from 5/25/23 to 12/31/23)

 

34.12Wells Fargo Bank, National Association, as MasterServicer under the BANK5 2023-5YR3 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Heritage Plaza (from9/28/23 to 12/31/23) (see Exhibit 34.3)

 

34.13CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK5 2023-5YR3 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Heritage Plaza (from9/28/23 to 12/31/23) (see Exhibit 34.6)

 

34.14Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the Benchmark 2023-V2securitization, pursuant to which the following mortgage loans were serviced bysuch party: Cumberland Mall (from 5/25/23 to 12/31/23), Heritage Plaza (from5/25/23 to 9/27/23) (see Exhibit 34.11)

 

34.15Wells Fargo Bank, National Association, asSub-Servicer under the Benchmark 2023-V2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Heritage Plaza (from5/25/23 to 9/27/23) (see Exhibit 34.3)

 

34.16Argentic Services Company LP, as Special Servicerunder the MSWF 2023-2 securitization, pursuant to which the following mortgageloans were serviced by such party: CX - 250 Water Street (from 12/21/23 to12/31/23) (see Exhibit 34.4)

 

34.17LNR Partners, LLC, as Special Servicer under theBANK 2023-BNK45 securitization, pursuant to which the following mortgage loanswere serviced by such party: CX - 250 Water Street (from 5/25/23 to 12/20/23),100 & 150 South Wacker Drive (from 5/25/23 to 12/31/23), Conair Glendale(from 5/25/23 to 12/31/23)

 

34.18Argentic Services Company LP, as Special Servicerunder the Benchmark 2023-B38 securitization, pursuant to which the followingmortgage loans were serviced by such party: Pacific Design Center (from 5/25/23to 12/31/23) (see Exhibit 34.4)

 

34.193650 REIT Loan Servicing LLC, as Special Servicerunder the Benchmark 2023-V2 securitization, pursuant to which the followingmortgage loans were serviced by such party: Cumberland Mall (from 5/25/23 to12/31/23), Heritage Plaza (from 5/25/23 to 9/27/23)

 

34.20Computershare Trust Company, National Association,as Custodian under the MSWF 2023-2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: CX - 250 Water Street(from 12/21/23 to 12/31/23) (see Exhibit 34.2)

 

34.21Computershare Trust Company, National Association,as Custodian under the BANK 2023-BNK45 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: CX - 250 Water Street(from 5/25/23 to 12/20/23), 100 & 150 South Wacker Drive (from 5/25/23 to12/31/23), Conair Glendale (from 5/25/23 to 12/31/23) (see Exhibit 34.2)

 

34.22Computershare Trust Company, National Association,as Custodian under the Benchmark 2023-B38 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Pacific Design Center(from 5/25/23 to 12/31/23) (see Exhibit 34.2)

 

34.23Computershare Trust Company, National Association,as Custodian under the BANK5 2023-5YR3 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Heritage Plaza (from9/28/23 to 12/31/23) (see Exhibit 34.2)

 

34.24Computershare Trust Company, National Association,as Custodian under the Benchmark 2023-V2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Cumberland Mall (from5/25/23 to 12/31/23), Heritage Plaza (from 5/25/23 to 9/27/23) (see Exhibit34.2)

 

(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

 

35.4Argentic Services Company LP, as Special Servicer

 

35.5Wells Fargo Bank, National Association, as MasterServicer under the MSWF 2023-2 securitization, pursuant to which the followingmortgage loans were serviced by such party: CX - 250 Water Street (from12/21/23 to 12/31/23) (see Exhibit 35.3)

 

35.6Wells Fargo Bank, National Association, as MasterServicer under the BANK 2023-BNK45 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: CX - 250 Water Street(from 5/25/23 to 12/20/23), 100 & 150 South Wacker Drive (from 5/25/23 to12/31/23), Conair Glendale (from 5/25/23 to 12/31/23) (see Exhibit 35.3)

 

35.7Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the Benchmark 2023-B38securitization, pursuant to which the following mortgage loans were serviced bysuch party: Pacific Design Center (from 5/25/23 to 12/31/23)

 

35.8Wells Fargo Bank, National Association, as MasterServicer under the BANK5 2023-5YR3 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Heritage Plaza (from9/28/23 to 12/31/23) (see Exhibit 35.3)

 

35.9Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the Benchmark 2023-V2securitization, pursuant to which the following mortgage loans were serviced bysuch party: Cumberland Mall (from 5/25/23 to 12/31/23), Heritage Plaza (from5/25/23 to 9/27/23) (see Exhibit 35.7)

 

35.10Wells Fargo Bank, National Association, asSub-Servicer under the Benchmark 2023-V2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Heritage Plaza (from5/25/23 to 9/27/23) (see Exhibit 35.3)

 

35.11Argentic Services Company LP, as Special Servicerunder the MSWF 2023-2 securitization, pursuant to which the following mortgageloans were serviced by such party: CX - 250 Water Street (from 12/21/23 to12/31/23) (see Exhibit 35.4)

 

35.12LNR Partners, LLC, as Special Servicer under theBANK 2023-BNK45 securitization, pursuant to which the following mortgage loanswere serviced by such party: CX - 250 Water Street (from 5/25/23 to 12/20/23),100 & 150 South Wacker Drive (from 5/25/23 to 12/31/23), Conair Glendale(from 5/25/23 to 12/31/23)

 

35.13Argentic Services Company LP, as Special Servicerunder the Benchmark 2023-B38 securitization, pursuant to which the followingmortgage loans were serviced by such party: Pacific Design Center (from 5/25/23to 12/31/23) (see Exhibit 35.4)

 

35.14Computershare Trust Company, National Association,as Custodian under the MSWF 2023-2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: CX - 250 Water Street(from 12/21/23 to 12/31/23) (see Exhibit 35.2)

 

35.15Computershare Trust Company, National Association,as Custodian under the BANK 2023-BNK45 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: CX - 250 Water Street(from 5/25/23 to 12/20/23), 100 & 150 South Wacker Drive (from 5/25/23 to12/31/23), Conair Glendale (from 5/25/23 to 12/31/23) (see Exhibit 35.2)

 

35.16Computershare Trust Company, National Association,as Custodian under the Benchmark 2023-B38 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Pacific Design Center(from 5/25/23 to 12/31/23) (see Exhibit 35.2)

 

35.17Computershare Trust Company, National Association,as Custodian under the BANK5 2023-5YR3 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Heritage Plaza (from9/28/23 to 12/31/23) (see Exhibit 35.2)

 

35.18Computershare Trust Company, National Association,as Custodian under the Benchmark 2023-V2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Cumberland Mall (from5/25/23 to 12/31/23), Heritage Plaza (from 5/25/23 to 9/27/23) (see Exhibit35.2)

 

(99.1) Mortgage Loan Purchase Agreement, dated as ofMay 19, 2023, between Morgan Stanley Capital I Inc. and Wells Fargo Bank,National Association (filed as Exhibit 99.1 to the registrant's Current Reporton Form 8-K/A filed on November 30, 2023 under SEC File No. 333-259741-05 andincorporated by reference herein).

 

(99.2) Mortgage Loan Purchase Agreement, dated as ofMay 19, 2023, between Morgan Stanley Capital I Inc. and Argentic Real EstateFinance 2 LLC (filed as Exhibit 99.2 to the registrant's Current Report on Form8-K/A filed on November 30, 2023 under SEC File No. 333-259741-05 andincorporated by reference herein).

 

(99.3) Mortgage Loan Purchase Agreement, dated as ofMay 19, 2023, between Morgan Stanley Capital I Inc. and Morgan Stanley MortgageCapital Holdings LLC (filed as Exhibit 99.3 to the registrant's Current Reporton Form 8-K/A filed on November 30, 2023 under SEC File No. 333-259741-05 andincorporated by reference herein).

 

(99.4) Mortgage Loan Purchase Agreement, dated as ofMay 19, 2023, between Morgan Stanley Capital I Inc. and Starwood MortgageCapital LLC (filed as Exhibit 99.4 to the registrant's Current Report on Form8-K filed on May 25, 2023 under SEC File No. 333-259741-05 and incorporated byreference herein).

 

(99.5) Mortgage Loan Purchase Agreement, dated as ofMay 19, 2023, between Morgan Stanley Capital I Inc. and Argentic Real EstateFinance LLC (filed as Exhibit 99.5 to the registrant's Current Report on Form8-K filed on May 25, 2023 under SEC File No. 333-259741-05 and incorporated byreference herein).

 

(99.6) Mortgage Loan Purchase Agreement, dated as ofMay 19, 2023, between Morgan Stanley Capital I Inc. and LMF Commercial, LLC(filed as Exhibit 99.6 to the registrant's Current Report on Form 8-K filed onMay 25, 2023 under SEC File No. 333-259741-05 and incorporated by referenceherein).

 

(99.7) Agreement Between Note Holders, dated as ofJanuary 27, 2023, by and between Bank of America, N.A., as initial note A-1holder, initial note A-2 holder, initial note A-3 holder, initial note A-4holder, initial note A-5 holder, initial note A-6 holder, initial note A-7holder and initial note A-8 holder, Wells Fargo Bank, National Association, asinitial note A-9 holder, initial note A-10 holder, initial note A-11 holder,initial note A-12 holder, initial note A-13 holder initial note A-14 holder, initialnote A-15 holder and initial note A-16 holder, Goldman Sachs Bank USA, asinitial note A-17 holder and initial note A-18 holder, and 3650 Real EstateInvestment Trust 2 LLC, as initial note A-19 holder and initial note A-20holder, relating to the CX – 250 Water Street loan combination (filed asExhibit 99.7 to the registrant's Current Report on Form 8-K filed on May 25,2023 under SEC File No. 333-259741-05 and incorporated by reference herein).

 

(99.8) Co-Lender Agreement, dated as of May 9, 2023, byand between Argentic Real Estate Finance 2 LLC, as initial note A-1-1 holder,initial note A-1-2 holder and initial note A-1-3 holder, and Wells Fargo Bank,National Association, as initial note A-2-1 holder and initial note A-2-2holder, relating to the Barbours Cut IOS loan combination (filed as Exhibit99.8 to the registrant's Current Report on Form 8-K filed on May 25, 2023 underSEC File No. 333-259741-05 and incorporated by reference herein).

 

(99.9) Agreement Between Note Holders, dated as ofApril 13, 2023, by and between Wells Fargo Bank, National Association, asinitial note A-1 holder, and Wells Fargo Bank, National Association, as initialnote A-2 holder, relating to the SOMO Village loan combination (filed as Exhibit99.9 to the registrant's Current Report on Form 8-K filed on May 25, 2023 underSEC File No. 333-259741-05 and incorporated by reference herein).

 

(99.10) Agreement Between Note Holders, dated as ofJanuary 24, 2023, by and between Wells Fargo Bank, National Association, asinitial note A-1 holder, and Wells Fargo Bank, National Association, as initialnote A-2 holder, relating to the 100 & 150 South Wacker Drive loancombination (filed as Exhibit 99.10 to the registrant's Current Report on Form8-K filed on May 25, 2023 under SEC File No. 333-259741-05 and incorporated byreference herein).

 

(99.11) Agreement Between Note Holders, dated as ofFebruary 1, 2023, by and among Goldman Sachs Bank USA, as initial note A-1holder, initial note A-2 holder, initial note A-3 holder, initial note A-4holder, initial note A-5 holder, initial note A-6 holder, initial note A-7holder and initial note B holder, and Bank of Montreal, as initial note A-8holder and initial note A-9 holder, relating to the Pacific Design Center loancombination (filed as Exhibit 99.11 to the registrant's Current Report on Form8-K filed on May 25, 2023 under SEC File No. 333-259741-05 and incorporated byreference herein).

 

(99.12) Co-Lender Agreement, dated as of April 14,2023, between Deutsche Bank AG, New York Branch, as note A-1 holder, note A-2holder, Note A-3 holder, note A-4 holder and note A-5 holder, Morgan StanleyBank, N.A., as note A-6-1 holder, note A-6-2 holder and note A-7 holder, andBank of Montreal, as note A-8 holder, note A-9 holder, note A-10 holder andnote A-11 holder, relating to the Cumberland Mall loan combination (filed asExhibit 99.12 to the registrant's Current Report on Form 8-K/A filed onNovember 30, 2023 under SEC File No. 333-259741-05 and incorporated byreference herein).

 

(99.13) Agreement Between Note Holders, dated as ofDecember 21, 2022, by and between Wells Fargo Bank, National Association, asinitial note A-1 holder, and Wells Fargo Bank, National Association, as initialnote A-2 holder, relating to the Conair Glendale loan combination (filed asExhibit 99.13 to the registrant's Current Report on Form 8-K filed on May 25,2023 under SEC File No. 333-259741-05 and incorporated by reference herein).

 

(99.14) Amended and Restated Co-Lender Agreement, datedas of March 14, 2023, by and between Midland Loan Services, a Division of PNCBank, National Association, as master servicer on behalf of Computershare TrustCompany, National Association, as trustee for the registered holders of BBCMSMortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series2022-C18, as note A-1 holder and note A-8 holder, Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer on behalf ofComputershare Trust Company, National Association, as trustee for theregistered holders of BMO 2023-C4 Mortgage Trust, Commercial MortgagePass-Through Certificates, Series 2023-C4, as note A-2 holder and note A-6holder, and SPREF WH II LLC, as initial note A-3-1 holder, initial note A-3-2holder, initial note A-4 holder, initial note A-5 holder and initial note A-7holder, relating to the Rialto Industrial loan combination (filed as Exhibit99.14 to the registrant's Current Report on Form 8-K filed on May 25, 2023under SEC File No. 333-259741-05 and incorporated by reference herein).

 

(99.15) Co-Lender Agreement, dated as of April 17,2023, by and among Starwood Mortgage Capital LLC, as initial note A-1 holder,Starwood Mortgage Capital LLC, as initial note A-2 holder, Starwood MortgageCapital LLC, as initial note A-3 holder, and Starwood Mortgage Capital LLC, asinitial note A-4 holder, relating to the Museum Tower loan combination (filedas Exhibit 99.15 to the registrant's Current Report on Form 8-K filed on May25, 2023 under SEC File No. 333-259741-05 and incorporated by referenceherein).

 

(99.16) Co-Lender Agreement, dated as of March 10,2023, by and between JPMorgan Chase Bank, National Association, as initial noteA-1 holder, Argentic Real Estate Finance 2 LLC, as initial note A-2 holder,Argentic Real Estate Finance 2 LLC, as initial note A-3 holder, and ArgenticReal Estate Finance 2 LLC, as initial note A-4 holder, relating to the 100Jefferson Road loan combination (filed as Exhibit 99.16 to the registrant'sCurrent Report on Form 8-K filed on May 25, 2023 under SEC File No.333-259741-05 and incorporated by reference herein).

 

(99.17) Co-Lender Agreement, dated as of February 28,2023, between German American Capital Corporation, as note A-1 holder, AREF 2WH WF LLC, as note A-2 holder, and German American Capital Corporation, as noteA-3 holder, relating to the Metroplex loan combination (filed as Exhibit 99.17to the registrant's Current Report on Form 8-K filed on May 25, 2023 under SECFile No. 333-259741-05 and incorporated by reference herein).

 

(99.18) Co-Lender Agreement, dated as of May 8, 2023,by and between AREF 2 WH BC LLC, as initial note A-1 holder, AREF 2 WH BC LLC,as initial note A-2 holder, and AREF 2 WH BC LLC, as initial note A-3 holder,relating to the 3800 Horizon Boulevard loan combination (filed as Exhibit 99.18to the registrant's Current Report on Form 8-K filed on May 25, 2023 under SECFile No. 333-259741-05 and incorporated by reference herein).

 

(99.19) Agreement Between Note Holders, dated as of May25, 2023, by and between Morgan Stanley Bank, N.A., as initial note A-1 holder,initial note A-2-1 holder, initial note A-2-2 holder and initial note A-4holder, Bank of Montreal, as initial note A-3-1 holder and initial note A-3-2holder, Goldman Sachs Bank USA, as initial note A-5 holder and initial note A-6holder, and Morgan Stanley Mortgage Capital Holdings LLC, as initial agent,relating to the Heritage Plaza loan combination (filed as Exhibit 99.19 to theregistrant's Current Report on Form 8-K filed on May 25, 2023 under SEC FileNo. 333-259741-05 and incorporated by reference herein).

 

(99.20) Subservicing Agreement, dated as of May 1,2023, by and between Midland Loan Services, a Division of PNC Bank, NationalAssociation, as master servicer, and Wells Fargo Bank, National Association, assub-servicer (filed as Exhibit 99.20 to the registrant's Current Report on Form8-K filed on May 25, 2023 under SEC File No. 333-259741-05 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