**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:****333-259741-06**

 

**Central Index Key Number of the issuing entity:****0001979748**

 

**BANK5 2023-5YR2**

**(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:****0000835271**

 

**JPMorgan Chase Bank, NationalAssociation**

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

 

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

 

**Morgan Stanley MortgageCapital Holdings LLC**

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

 

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

 

**Bank of America, National Association**

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

 

 

  

| **New York**                                                        | **38-4258206**

**38-4258207**

**38-7292506** |
|---------------------------------------------------------------------|------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**   |

 

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

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(667) 786‐1992**

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

   

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

 

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

 

  NONE.

 

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

 

  Yes___ No X

 

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

 

  Yes___ No X

 

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

 

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

 

  YesX No ___

 

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

 

  Notapplicable.

 

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

 

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

 

Emerginggrowth company ___

 

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

 

  Notapplicable.

 

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

 

Not applicable.

 

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

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

 

Not applicable.

 

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

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

TheBANK5 2023-5YR2 mortgage pool includes the following mortgage loans, each ofwhich is serviced pursuant to a separate pooling and servicing agreement (each,an “Outside Pooling and Servicing Agreement”):

 

•  the Miracle Mile Shops mortgage loan, which is serviced pursuant to the MIRA2023-MILE trust and servicing agreement attached hereto as Exhibit 4.2;

 

•  the Back Bay Office mortgage loan, which was serviced pursuant to the BANK52023-5YR2 pooling and servicing agreement attached hereto as Exhibit 4.1 (from7/11/23 to 7/17/23) and, following the securitization of the related lead servicingnote, the Benchmark 2023-B39 pooling and servicing agreement attached hereto asExhibit 4.6 (from 7/18/23 to 12/31/23);

 

•   the ICP/IRG Holdings Portfolio mortgage loan, whichis serviced pursuant to the Benchmark 2023-V2 pooling and servicing agreementattached hereto as Exhibit 4.3; 

•  the One & Two Commerce Square mortgage loan, which was serviced pursuant tothe BBCMS 2023-C20 pooling and servicing agreement attached hereto as Exhibit4.4 (from 7/11/23 to 8/9/23) and, following the securitization of the relatedlead servicing note, the BANK 2023-BNK46 pooling and servicing agreementattached hereto as Exhibit 4.7 (from 8/10/23 to 12/31/23);

 

•  the Heritage Plaza mortgage loan, which was serviced pursuant to the Benchmark2023-V2 pooling and servicing agreement attached hereto as Exhibit 4.3 (from7/11/23 to 9/27/23) and, following the securitization of the related leadservicing note, the BANK5 2023-5YR3 pooling and servicing agreement attachedhereto as Exhibit 4.8 (from 9/28/23 to 12/31/23);

 

•  the 6330 West Loop South mortgage loan, which was serviced pursuant to theBBCMS 2023-C20 pooling and servicing agreement attached hereto as Exhibit 4.4(from 7/11/23 to 9/27/23) and, following the securitization of the related leadservicing note, the BANK5 2023-5YR3 pooling and servicing agreement attachedhereto as Exhibit 4.8 (from 9/28/23 to 12/31/23); and

 

•  the 1201 Third Avenue mortgage loan, which was serviced pursuant to the BANK52023-5YR1 pooling and servicing agreement attached hereto as Exhibit 4.5 (from7/11/23 to 8/9/23) and, following the securitization of the related leadservicing note, the BANK 2023-BNK46 pooling and servicing agreement attachedhereto as Exhibit 4.7 (from 8/10/23 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 performsvarious payment administration functions solely for the securitization governedby such pooling and servicing agreement and the mortgage pool securitizedpursuant to such pooling and servicing agreement and does not have anyobligations with respect to any other transaction.  Consequently, thecertificate administrator under an Outside Pooling and Servicing Agreement doesnot participate in the servicing function for purposes of Item 1122 ofRegulation AB, nor does it perform the functions of a servicer for purposes ofthe definition of “servicer” under Item 1101 of Regulation AB or for purposesof Item 1123 of Regulation AB.

 

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

 

•  K-Star Asset Management LLC, as general special servicer under the Benchmark2023-B39 pooling and servicing agreement, does not have any obligations inrespect of the Back Bay Office mortgage loan or any other mortgage loanincluded in the BANK5 2023-5YR2 mortgage pool. KeyBank National Association, asAshburn Data Center special servicer under the BBCMS 2023-C20 pooling andservicing agreement, only has obligations in respect of the Ashburn Data Centermortgage loan securitized thereunder.  National Cooperative Bank, N.A. asco-op master servicer and co-op special servicer under the BANK 2023-BNK46pooling and servicing agreement, only has obligations in respect of certainmortgage loans sold to the BANK 2023-BNK46 securitization trust by Wells FargoBank, National Association, each of which is secured by a mortgage on aproperty operated as a residential cooperative.  Each such party acting insuch capacity has no obligations with respect to any mortgage loan included inthe BANK5 2023-5YR2 mortgage pool and therefore in such capacity does notconstitute a reporting “servicing function participant” for purposes of Item1122 of Regulation AB, as specified in the Instruction 3 to Item 1122, and doesnot constitute a reporting “servicer” for purposes of Item 1123 of RegulationAB, as specified in the Instruction to Item 1123.

 

•  KeyBank National Association is the master servicer under the BBCMS 2023-C20pooling and servicing agreement, pursuant to which the One & Two CommerceSquare mortgage loan was serviced until August 9, 2023 and the 6330 West LoopSouth mortgage loan was serviced until September 27, 2023.  BecauseKeyBank National Association is not the BANK5 2023-5YR2 master servicer, is notaffiliated with any sponsor and serviced only the One & Two Commerce Squaremortgage loan and the 6330 West Loop South mortgage loan, which collectivelyconstitute more than 5% but less than 10% of the mortgage pool, KeyBankNational Association, as BBCMS 2023-C20 master 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.

 

•  KeyBank National Association is the special servicer under the MIRA 2023-MILEtrust and servicing agreement, pursuant to which the Miracle Mile Shopsmortgage loan is serviced.  Because KeyBank National Association is notthe BANK5 2023-5YR2 special servicer, is not affiliated with any sponsor andservices only the Miracle Mile Shops mortgage loan, which constitutes more than5% but less than 10% of the mortgage pool, KeyBank National Association, asMIRA 2023-MILE special servicer, constitutes a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, but does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

•  Situs Holdings, LLC is the special servicer with respect to the Back Bay Officemortgage loan under the Benchmark 2023-B39 pooling and servicingagreement.  Because Situs Holdings, LLC is not the BANK5 2023-5YR2 specialservicer, is not affiliated with any sponsor and services only the Back BayOffice mortgage loan, which constitutes more than 5% but less than 10% of themortgage pool, Situs Holdings, LLC, as special servicer with respect to theBack Bay Office mortgage loan under the Benchmark 2023-B39 pooling andservicing agreement, constitutes a reporting “servicing function participant”for purposes of Item 1122 of Regulation AB, as specified in the Instruction 3to Item 1122, but does not constitute a reporting “servicer” for purposes ofItem 1123 of Regulation AB, as specified in the Instruction to Item 1123.

 

•  LNR Partners, LLC is the special servicer under the BBCMS 2023-C20 pooling andservicing agreement, pursuant to which the One & Two Commerce Squaremortgage loan and the 6330 West Loop South mortgage loan were serviced untilAugust 9, 2023 and September 27, 2023, respectively, and the special servicerunder the BANK 2023-BNK46 pooling and servicing agreement, pursuant to whichthe One & Two Commerce Square mortgage loan and the 1201 Third Avenuemortgage loan are currently serviced.  Because LNR Partners, LLC is notthe BANK5 2023-5YR2 special servicer, is not affiliated with any sponsor andservices (or serviced, as applicable) only the One & Two Commerce Squaremortgage loan, the 6330 West Loop South mortgage loan and the 1201 Third Avenuemortgage loan, which collectively constitute more than 5% but less than 10% ofthe mortgage pool, LNR Partners, LLC, as BBCMS 2023-C20 special servicer and asBANK 2023-BNK46 special servicer, constitutes a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, but does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

•  Greystone Servicing Company LLC is the special servicer under the BANK52023-5YR3 pooling and servicing agreement, pursuant to which the Heritage Plazamortgage loan and the 6330 West Loop South mortgage loan are currentlyserviced.  Because Greystone Servicing Company LLC is not the BANK52023-5YR2 special servicer, is not affiliated with any sponsor and servicesonly the Heritage Plaza mortgage loan and the 6330 West Loop South mortgageloan, which collectively constitute more than 5% but less than 10% of themortgage pool, Greystone Servicing Company LLC, as BANK5 2023-5YR3 specialservicer, constitutes a reporting “servicing function participant” for purposesof Item 1122 of Regulation AB, as specified in the Instruction 3 to Item 1122,but does not constitute a reporting “servicer” for purposes of Item 1123 ofRegulation AB, as specified in the Instruction to Item 1123.

 

Inaddition, each of the following parties engaged the services of certain servicingfunction participants and sub-servicers for the reporting period, as set forthbelow:

 

•  WellsFargo Bank, National Association, as master servicer, engaged the services of(i) Midland Loan Services, a Division of PNC Bank, National Association, as asub-servicer for the reporting period, and (ii) CoreLogic Solutions, LLC as aservicing function participant in respect of the entire mortgage pool for thereporting period.

 

•  Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under theBenchmark 2023-V2 pooling and servicing agreement, pursuant to which theHeritage Plaza mortgage loan was serviced until September 27, 2023, engaged theservices of Wells Fargo Bank, National Association as a sub-servicer in respectof the Heritage Plaza mortgage loan for the reporting period.

 

•  Wells Fargo Bank, National Association, as master servicer under the BANK2023-BNK46 pooling and servicing agreement, pursuant to which the One & TwoCommerce Square mortgage loan and the 1201 Third Avenue mortgage loan areserviced, engaged the services of CoreLogic Solutions, LLC as a servicingfunction participant in respect of each such mortgage loan for the reportingperiod.

 

•   Wells Fargo Bank, NationalAssociation, as master servicer under the BANK5 2023-5YR1 pooling and servicingagreement, pursuant to which the 1201 Third Avenue mortgage loan was serviceduntil August 9, 2023, engaged the services of CoreLogic Solutions, LLC as aservicing function participant in respect of the 1201 Third Avenue mortgageloan for 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 and the 6330 West Loop South mortgage loan are serviced, engagedthe services of CoreLogic Solutions, LLC as a servicing function participant inrespect of each such mortgage loan for the reporting period.

 

 

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

 

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

 

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

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

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

 

Notapplicable.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Theinformation regarding this Item has been provided previously in an annualreport on Form 10-K of the issuing entity or in the prospectus of the issuingentity filed in a 424(b)(2) filing dated July 11, 2023.  In addition, (i)Midland Loan Services, a Division of PNC Bank, National Association, the masterservicer under the Benchmark 2023-B39 pooling and servicing agreement, pursuantto which the Back Bay Office mortgage loan is serviced, is also a primaryservicer with respect to the BANK5 2023-5YR2 securitization transaction, theservicer under the MIRA 2023-MILE trust and servicing agreement, pursuant towhich the Miracle Mile Shops mortgage loan is serviced, and the master servicerunder the Benchmark 2023-V2 pooling and servicing agreement, pursuant to whichthe ICP/IRG Holdings Portfolio mortgage loan is serviced and pursuant to whichthe Heritage Plaza mortgage loan was serviced until September 27, 2023 (ii)Wells Fargo Bank, National Association, the master servicer under the BANK2023-BNK46 pooling and servicing agreement, pursuant to which the One & TwoCommerce Square mortgage loan and the 1201 Third Avenue mortgage loan areserviced, is also the master servicer under the BANK5 2023-5YR2 pooling andservicing agreement and the master servicer under the BANK5 2023-5YR3 poolingand servicing agreement, pursuant to which the Heritage Plaza mortgage loan andthe 6330 West Loop South are currently serviced, (iii) LNR Partners, LLC, thespecial servicer under the BANK 2023-BNK46 pooling and servicing agreement,pursuant to which the One & Two Commerce Square mortgage loan and the 1201Third Avenue mortgage loan are serviced, is also the special servicer under theBBCMS 2023-C20 pooling and servicing agreement, pursuant to which the 6330 WestLoop South mortgage loan was serviced until September 27, 2023, and (iv)Computershare Trust Company, National Association, the certificateadministrator, custodian and trustee under the Benchmark 2023-B39 pooling andservicing agreement, pursuant to which the Back Bay Office mortgage loan isserviced, the certificate administrator and custodian under the BANK 2023-BNK46pooling and servicing agreement, pursuant to which the One & Two CommerceSquare mortgage loan and the 1201 Third Avenue mortgage loan are serviced, andthe certificate administrator, custodian and trustee under the BANK5 2023-5YR3pooling and servicing agreement, pursuant to which the Heritage Plaza mortgageloan and the 6330 West Loop South are currently serviced, is also thecertificate administrator, custodian and trustee under the BANK5 2023-5YR2pooling and servicing agreement each other Outside Pooling and ServicingAgreement.

 

**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 July1, 2023, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, CWCapital Asset Management LLC, asspecial servicer, Computershare Trust Company, National Association, ascertificate administrator and as trustee, and Park Bridge Lender Services LLC,as operating advisor and as asset representations reviewer (filed as Exhibit4.1 to the registrant's Current Report on Form 8-K/A filed on August 7, 2023under SEC File No. 333-259741-06 and incorporated by reference herein).

 

(4.2) Trust and ServicingAgreement, dated as of June 21, 2023, between GS Mortgage SecuritiesCorporation II, as depositor, Midland Loan Services, a Division of PNC Bank,National Association, as servicer, KeyBank National Association, as specialservicer, Computershare Trust Company, National Association, as trustee,certificate administrator and custodian, and Park Bridge Lender Services LLC,as operating advisor, relating to the MIRA 2023-MILE securitization, pursuantto which the Miracle Mile Shops mortgage loan is serviced (filed as Exhibit 4.2to the registrant's Current Report on Form 8-K/A filed on August 11, 2023 underSEC File No. 333-259741-06 and incorporated by reference herein).

 

(4.3) Pooling and ServicingAgreement, dated and effective as of May 1, 2023, between Citigroup CommercialMortgage Securities Inc., as depositor, Midland Loan Services, a Division ofPNC Bank, National Association, as master servicer, 3650 REIT Loan ServicingLLC, as special servicer, Computershare Trust Company, National Association, ascertificate administrator and trustee, and BellOak, LLC, as operating advisorand as asset representations reviewer, relating to the Benchmark 2023-V2securitization, pursuant to which the ICP/IRG Holdings Portfolio mortgage loanis serviced and pursuant to which the Heritage Plaza mortgage loan was serviceduntil September 27, 2023 (filed as Exhibit 4.3 to the registrant's CurrentReport on Form 8-K filed on July 11, 2023 under SEC File No. 333-259741-06 andincorporated by reference herein).

 

(4.4) Pooling and ServicingAgreement, dated and effective as of July 1, 2023, among Barclays CommercialMortgage Securities LLC, as depositor, KeyBank National Association, as masterservicer, LNR Partners, LLC, as special servicer, KeyBank National Association,as Ashburn Data Center special servicer, Computershare Trust Company, N.A., ascertificate administrator and as trustee, and Park Bridge Lender Services LLC,as operating advisor and as asset representations reviewer, relating to theBBCMS 2023-C20 securitization, pursuant to which the One & Two CommerceSquare mortgage loan and the 6330 West Loop South were serviced until August 9,2023 and September 27, 2023, respectively (filed as Exhibit 4.4 to theregistrant's Current Report on Form 8-K filed on July 11, 2023 under SEC FileNo. 333-259741-06 and incorporated by reference herein).

 

(4.5) Pooling and ServicingAgreement, dated and effective as of April 1, 2023, Wells Fargo CommercialMortgage Securities, Inc., as depositor, Wells Fargo Bank, NationalAssociation, as master servicer, CWCapital Asset Management LLC, as specialservicer, Computershare Trust Company, N.A., as certificate administrator andas trustee, and Pentalpha Surveillance LLC, as operating advisor and as assetrepresentations reviewer, relating to the BANK5 2023-5YR1 securitization,pursuant to which the 1201 Third Avenue mortgage loan was serviced until August9, 2023 (filed as Exhibit 4.5 to the registrant's Current Report on Form 8-Kfiled on July 11, 2023 under SEC File No. 333-259741-06 and incorporated byreference herein).

 

(4.6) Pooling and ServicingAgreement, dated as of July 1, 2023, between Citigroup Commercial MortgageSecurities Inc., as depositor, Midland Loan Services, a division of PNC Bank,National Association, as master servicer, K-Star Asset Management LLC, as aspecial servicer, Situs Holdings, LLC, solely with respect to the Back BayOffice Whole Loan, as a 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 Benchmark 2023-B39 securitization, pursuant to whichthe Back Bay Office mortgage loan is serviced (filed as Exhibit 4.6 to theregistrant's Current Report on Form 8-K filed on July 21, 2023 under SEC FileNo. 333-259741-06 and incorporated by reference herein).

 

(4.7) Pooling and ServicingAgreement, dated as of August 1, 2023, between Wells Fargo Commercial MortgageSecurities, Inc., as depositor, Wells Fargo Bank, National Association, asgeneral master servicer, LNR Partners, LLC, as general special servicer, NationalCooperative Bank, N.A., as co-op master servicer and as co-op special servicer,Computershare Trust Company, National Association, as certificateadministrator, Wilmington Trust, National Association, as trustee, and ParkBridge Lender Services LLC, as operating advisor and as asset representationsreviewer, relating to the BANK 2023-BNK46 securitization, pursuant to which theOne & Two Commerce Square mortgage loan and the 1201 Third Avenue mortgageloan are serviced (filed as Exhibit 4.7 to the registrant's Current Report onForm 8-K filed on August 11, 2023 under SEC File No. 333-259741-06 andincorporated by reference herein).

 

(4.8) Pooling and ServicingAgreement, dated as of September 1, 2023, between Banc of America Merrill LynchCommercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association,as master servicer, Greystone Servicing Company LLC, as special servicer,Computershare Trust Company, National Association, as certificate administratorand as trustee, and Pentalpha Surveillance LLC, as operating advisor and asasset representations reviewer, relating to the BANK5 2023-5YR3 securitization,pursuant to which the Heritage Plaza mortgage loan and the 6330 West Loop Southmortgage loan are serviced filed as Exhibit 4.8 to the registrant's CurrentReport on Form 8-K filed on October 3, 2023 under SEC File No. 333-259741-06and incorporated by reference herein).

 

(31)  Rule 13a-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

 

33.4CWCapital Asset Management LLC, as Special Servicer

 

33.5Park Bridge Lender Services LLC, as OperatingAdvisor

 

33.6CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

33.7Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer

 

33.8Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Master Servicer under the MIRA 2023-MILE securitization,pursuant to which the following mortgage loans were serviced by such party:Miracle Mile Shops (from 7/11/23 to 12/31/23) (see Exhibit 33.7)

 

33.9Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the Benchmark 2023-B39securitization, pursuant to which the following mortgage loans were serviced bysuch party: Back Bay Office (from 7/18/23 to 12/31/23) (see Exhibit 33.7)

 

33.10Wells 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), 6330 West Loop South (from 9/28/23 to 12/31/23) (seeExhibit 33.3)

 

33.11CoreLogic 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), 6330 West Loop South (from 9/28/23 to 12/31/23) (seeExhibit 33.6)

 

33.12Wells 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 (from7/11/23 to 9/27/23) (see Exhibit 33.3)

 

33.13Midland 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: ICP/IRG Holdings Portfolio (from 7/11/23 to 12/31/23), HeritagePlaza (from 7/11/23 to 9/27/23) (see Exhibit 33.7)

 

33.14Wells Fargo Bank, National Association, as MasterServicer under the BANK 2023-BNK46 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One & Two CommerceSquare (from 8/10/23 to 12/31/23), 1201 Third Avenue (from 8/10/23 to 12/31/23)(see Exhibit 33.3)

 

33.15CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2023-BNK46 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One & Two CommerceSquare (from 8/10/23 to 12/31/23), 1201 Third Avenue (from 8/10/23 to 12/31/23)(see Exhibit 33.6)

 

33.16KeyBank National Association, as Master Servicerunder the BBCMS 2023-C20 securitization, pursuant to which the followingmortgage loans were serviced by such party: One & Two Commerce Square (from7/11/23 to 8/9/23), 6330 West Loop South (from 7/11/23 to 9/27/23)

 

33.17Wells Fargo Bank, National Association, as MasterServicer under the BANK5 2023-5YR1 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 1201 Third Avenue (from7/11/23 to 8/9/23) (see Exhibit 33.3)

 

33.18CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK5 2023-5YR1 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 1201 Third Avenue (from7/11/23 to 8/9/23) (see Exhibit 33.6)

 

33.19KeyBank National Association, as Special Servicerunder the MIRA 2023-MILE securitization, pursuant to which the followingmortgage loans were serviced by such party: Miracle Mile Shops (from 7/11/23 to12/31/23) (see Exhibit 33.16)

 

33.20Situs Holdings, LLC, as Special Servicer under theBenchmark 2023-B39 securitization, pursuant to which the following mortgageloans were serviced by such party: Back Bay Office (from 7/18/23 to 12/31/23)

 

33.21Greystone Servicing Company LLC, as SpecialServicer 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), 6330 West Loop South (from 9/28/23 to 12/31/23)

 

33.223650 REIT Loan Servicing LLC, as Special Servicerunder the Benchmark 2023-V2 securitization, pursuant to which the followingmortgage loans were serviced by such party: ICP/IRG Holdings Portfolio (from7/11/23 to 12/31/23), Heritage Plaza (from 7/11/23 to 9/27/23)

 

33.23LNR Partners, LLC, as Special Servicer under theBANK 2023-BNK46 securitization, pursuant to which the following mortgage loanswere serviced by such party: One & Two Commerce Square (from 8/10/23 to12/31/23), 1201 Third Avenue (from 8/10/23 to 12/31/23)

 

33.24LNR Partners, LLC, as Special Servicer under theBBCMS 2023-C20 securitization, pursuant to which the following mortgage loanswere serviced by such party: One & Two Commerce Square (from 7/11/23 to8/9/23), 6330 West Loop South (from 7/11/23 to 9/27/23) (see Exhibit 33.23)

 

33.25CWCapital Asset Management LLC, as Special Servicerunder the BANK5 2023-5YR1 securitization, pursuant to which the following mortgageloans were serviced by such party: 1201 Third Avenue (from 7/11/23 to 8/9/23)(see Exhibit 33.4)

 

33.26Computershare Trust Company, National Association,as Custodian under the MIRA 2023-MILE securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Miracle Mile Shops (from7/11/23 to 12/31/23) (see Exhibit 33.2)

 

33.27Computershare Trust Company, National Association,as Custodian under the Benchmark 2023-B39 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Back Bay Office (from7/18/23 to 12/31/23) (see Exhibit 33.2)

 

33.28Computershare 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), 6330 West Loop South (from 9/28/23 to 12/31/23) (seeExhibit 33.2)

 

33.29Computershare Trust Company, National Association,as Custodian under the Benchmark 2023-V2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: ICP/IRG HoldingsPortfolio (from 7/11/23 to 12/31/23), Heritage Plaza (from 7/11/23 to 9/27/23)(see Exhibit 33.2)

 

33.30Computershare Trust Company, National Association,as Custodian under the BANK 2023-BNK46 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One & Two CommerceSquare (from 8/10/23 to 12/31/23), 1201 Third Avenue (from 8/10/23 to 12/31/23(see Exhibit 33.2)

 

33.31Computershare Trust Company, National Association,as Custodian under the BBCMS 2023-C20 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One & Two CommerceSquare (from 7/11/23 to 8/9/23), 6330 West Loop South (from 7/11/23 to 9/27/23)(see Exhibit 33.2)

 

33.32Computershare Trust Company, National Association,as Custodian under the BANK5 2023-5YR1 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 1201 Third Avenue (from7/11/23 to 8/9/23) (see Exhibit 33.2)

 

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

 

34.1Computershare Trust Company, National Association,as Certificate Administrator

 

34.2Computershare Trust Company, National Association,as Custodian

 

34.3Wells Fargo Bank, National Association, as MasterServicer

 

34.4CWCapital Asset Management LLC, as Special Servicer

 

34.5Park Bridge Lender Services LLC, as OperatingAdvisor

 

34.6CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

34.7Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer

 

34.8Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MIRA 2023-MILEsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: Miracle Mile Shops (from 7/11/23 to 12/31/23) (see Exhibit 34.7)

 

34.9Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the Benchmark 2023-B39securitization, pursuant to which the following mortgage loans were serviced bysuch party: Back Bay Office (from 7/18/23 to 12/31/23) (see Exhibit 34.7)

 

34.10Wells 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), 6330 West Loop South (from 9/28/23 to 12/31/23) (seeExhibit 34.3)

 

34.11CoreLogic 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), 6330 West Loop South (from 9/28/23 to 12/31/23) (seeExhibit 34.6)

 

34.12Wells 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 (from7/11/23 to 9/27/23) (see Exhibit 34.3)

 

34.13Midland 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: ICP/IRG Holdings Portfolio (from 7/11/23 to 12/31/23), HeritagePlaza (from 7/11/23 to 9/27/23) (see Exhibit 34.7)

 

34.14Wells Fargo Bank, National Association, as MasterServicer under the BANK 2023-BNK46 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One & Two CommerceSquare (from 8/10/23 to 12/31/23), 1201 Third Avenue (from 8/10/23 to 12/31/23)(see Exhibit 34.3)

 

34.15CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK 2023-BNK46 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One & Two CommerceSquare (from 8/10/23 to 12/31/23), 1201 Third Avenue (from 8/10/23 to 12/31/23)(see Exhibit 34.6)

 

34.16KeyBank National Association, as Master Servicerunder the BBCMS 2023-C20 securitization, pursuant to which the followingmortgage loans were serviced by such party: One & Two Commerce Square (from7/11/23 to 8/9/23), 6330 West Loop South (from 7/11/23 to 9/27/23)

 

34.17Wells Fargo Bank, National Association, as MasterServicer under the BANK5 2023-5YR1 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 1201 Third Avenue (from7/11/23 to 8/9/23) (see Exhibit 34.3)

 

34.18CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BANK5 2023-5YR1 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 1201 Third Avenue (from7/11/23 to 8/9/23) (see Exhibit 34.6)

 

34.19KeyBank National Association, as Special Servicerunder the MIRA 2023-MILE securitization, pursuant to which the followingmortgage loans were serviced by such party: Miracle Mile Shops (from 7/11/23 to12/31/23) (see Exhibit 34.16)

 

34.20Situs Holdings, LLC, as Special Servicer under theBenchmark 2023-B39 securitization, pursuant to which the following mortgageloans were serviced by such party: Back Bay Office (from 7/18/23 to 12/31/23)

 

34.21Greystone Servicing Company LLC, as SpecialServicer under the BANK5 2023-5YR3 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Heritage Plaza (from 9/28/23to 12/31/23), 6330 West Loop South (from 9/28/23 to 12/31/23)

 

34.223650 REIT Loan Servicing LLC, as Special Servicerunder the Benchmark 2023-V2 securitization, pursuant to which the followingmortgage loans were serviced by such party: ICP/IRG Holdings Portfolio (from7/11/23 to 12/31/23), Heritage Plaza (from 7/11/23 to 9/27/23)

 

34.23LNR Partners, LLC, as Special Servicer under theBANK 2023-BNK46 securitization, pursuant to which the following mortgage loanswere serviced by such party: One & Two Commerce Square (from 8/10/23 to12/31/23), 1201 Third Avenue (from 8/10/23 to 12/31/23)

 

34.24LNR Partners, LLC, as Special Servicer under theBBCMS 2023-C20 securitization, pursuant to which the following mortgage loanswere serviced by such party: One & Two Commerce Square (from 7/11/23 to8/9/23), 6330 West Loop South (from 7/11/23 to 9/27/23) (see Exhibit 34.23)

 

34.25CWCapital Asset Management LLC, as Special Servicerunder the BANK5 2023-5YR1 securitization, pursuant to which the followingmortgage loans were serviced by such party: 1201 Third Avenue (from 7/11/23 to8/9/23) (see Exhibit 34.4)

 

34.26Computershare Trust Company, National Association,as Custodian under the MIRA 2023-MILE securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Miracle Mile Shops (from7/11/23 to 12/31/23) (see Exhibit 34.2)

 

34.27Computershare Trust Company, National Association,as Custodian under the Benchmark 2023-B39 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Back Bay Office (from7/18/23 to 12/31/23) (see Exhibit 34.2)

 

34.28Computershare 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), 6330 West Loop South (from 9/28/23 to 12/31/23) (seeExhibit 34.2)

 

34.29Computershare Trust Company, National Association,as Custodian under the Benchmark 2023-V2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: ICP/IRG HoldingsPortfolio (from 7/11/23 to 12/31/23), Heritage Plaza (from 7/11/23 to 9/27/23)(see Exhibit 34.2)

 

34.30Computershare Trust Company, National Association,as Custodian under the BANK 2023-BNK46 securitization, pursuant to which the followingmortgage loans were serviced by such party: One & Two Commerce Square (from8/10/23 to 12/31/23), 1201 Third Avenue (from 8/10/23 to 12/31/23 (see Exhibit34.2)

 

34.31Computershare Trust Company, National Association,as Custodian under the BBCMS 2023-C20 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One & Two CommerceSquare (from 7/11/23 to 8/9/23), 6330 West Loop South (from 7/11/23 to 9/27/23)(see Exhibit 34.2)

 

34.32Computershare Trust Company, National Association,as Custodian under the BANK5 2023-5YR1 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 1201 Third Avenue (from7/11/23 to 8/9/23) (see Exhibit 34.2)

 

(35). Servicercompliance statement.

 

35.1Computershare Trust Company, National Association,as Certificate Administrator

 

35.2Computershare Trust Company, National Association,as Custodian

 

35.3Wells Fargo Bank, National Association, as MasterServicer

 

35.4CWCapital Asset Management LLC, as Special Servicer

 

35.5Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer

 

35.6Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MIRA 2023-MILEsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: Miracle Mile Shops (from 7/11/23 to 12/31/23) (see Exhibit 35.5)

 

35.7Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the Benchmark 2023-B39securitization, pursuant to which the following mortgage loans were serviced bysuch party: Back Bay Office (from 7/18/23 to 12/31/23) (see Exhibit 35.5)

 

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), 6330 West Loop South (from 9/28/23 to 12/31/23) (seeExhibit 35.3)

 

35.9Wells 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 (from7/11/23 to 9/27/23) (see Exhibit 35.3)

 

35.10Midland 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: ICP/IRG Holdings Portfolio (from 7/11/23 to 12/31/23), HeritagePlaza (from 7/11/23 to 9/27/23) (see Exhibit 35.5)

 

35.11Wells Fargo Bank, National Association, as MasterServicer under the BANK 2023-BNK46 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One & Two CommerceSquare (from 8/10/23 to 12/31/23), 1201 Third Avenue (from 8/10/23 to 12/31/23)(see Exhibit 35.3)

 

35.12Wells Fargo Bank, National Association, as MasterServicer under the BANK5 2023-5YR1 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 1201 Third Avenue (from7/11/23 to 8/9/23) (see Exhibit 35.3)

 

35.133650 REIT Loan Servicing LLC, as Special Servicer underthe Benchmark 2023-V2 securitization, pursuant to which the following mortgageloans were serviced by such party: ICP/IRG Holdings Portfolio (from 7/11/23 to12/31/23), Heritage Plaza (from 7/11/23 to 9/27/23)

 

35.14CWCapital Asset Management LLC, as Special Servicerunder the BANK5 2023-5YR1 securitization, pursuant to which the followingmortgage loans were serviced by such party: 1201 Third Avenue (from 7/11/23 to8/9/23) (see Exhibit 35.4)

 

35.15Computershare Trust Company, National Association,as Custodian under the MIRA 2023-MILE securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Miracle Mile Shops (from7/11/23 to 12/31/23) (see Exhibit 35.2)

 

35.16Computershare Trust Company, National Association,as Custodian under the Benchmark 2023-B39 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Back Bay Office (from7/18/23 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), 6330 West Loop South (from 9/28/23 to 12/31/23) (seeExhibit 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: ICP/IRG HoldingsPortfolio (from 7/11/23 to 12/31/23), Heritage Plaza (from 7/11/23 to 9/27/23)(see Exhibit 35.2)

 

35.19Computershare Trust Company, National Association,as Custodian under the BANK 2023-BNK46 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One & Two CommerceSquare (from 8/10/23 to 12/31/23), 1201 Third Avenue (from 8/10/23 to 12/31/23(see Exhibit 35.2)

 

35.20Computershare Trust Company, National Association,as Custodian under the BBCMS 2023-C20 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One & Two Commerce Square(from 7/11/23 to 8/9/23), 6330 West Loop South (from 7/11/23 to 9/27/23) (seeExhibit 35.2)

 

35.21Computershare Trust Company, National Association,as Custodian under the BANK5 2023-5YR1 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 1201 Third Avenue (from7/11/23 to 8/9/23) (see Exhibit 35.2)

 

(99.1) Mortgage Loan Purchase Agreement, dated as ofJune 29, 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 August 7, 2023 under SEC File No. 333-259741-06 andincorporated by reference herein).

 

(99.2) Mortgage Loan Purchase Agreement, dated as ofJune 29, 2023, between Morgan Stanley Capital I Inc. and JPMorgan Chase Bank,National Association (filed as Exhibit 99.2 to the registrant's Current Reporton Form 8-K/A filed on August 7, 2023 under SEC File No. 333-259741-06 andincorporated by reference herein).

 

(99.3) Mortgage Loan Purchase Agreement, dated as ofJune 29, 2023, between Morgan Stanley Capital I Inc. and Morgan StanleyMortgage Capital Holdings LLC (filed as Exhibit 99.3 to the registrant'sCurrent Report on Form 8-K/A filed on August 7, 2023 under SEC File No.333-259741-06 and incorporated by reference herein).

 

(99.4) Mortgage Loan Purchase Agreement, dated as ofJune 29, 2023, between Morgan Stanley Capital I Inc. and Bank of America,National Association (filed as Exhibit 99.4 to the registrant's Current Reporton Form 8-K/A filed on August 7, 2023 under SEC File No. 333-259741-06 andincorporated by reference herein).

 

(99.5) Co-Lender Agreement, dated as of June 21, 2023,by and among Goldman Sachs Bank USA, as initial note A-1-S1 holder, initialnote A-1-C1 holder and initial note A-1-C2 holder, and Morgan Stanley Bank,N.A., as initial note A-2-S1 holder, and Bank of America, N.A. as initial noteA-3-C1 holder, initial note A-3-C2 holder and initial note A-3-C3 holder,relating to the Miracle Mile Shops loan combination (filed as Exhibit 99.5 tothe registrant's Current Report on Form 8-K filed on July 11, 2023 under SECFile No. 333-259741-06 and incorporated by reference herein).

 

(99.6) Agreement Between Note Holders, dated as of May24, 2023, by and between Wells Fargo Bank, National Association, as initialnote A-1 holder, and Wells Fargo Bank, National Association, as initial noteA-2 holder, relating to the Brandon Mall loan combination (filed as Exhibit99.6 to the registrant's Current Report on Form 8-K filed on July 11, 2023under SEC File No. 333-259741-06 and incorporated by reference herein).

 

(99.7) Amended and Restated Agreement Between NoteHolders, dated as of August 2, 2023, by and between New York Life InsuranceCompany, as initial note A-1 holder, Teachers Insurance and Annuity Associationof America, as initial note A-2 holder, Deutsche Bank AG, New York Branch, asinitial note A-3 holder, Computershare Trust Company, National Association, notin its individual capacity but solely as trustee for the benefit of the holdersof Benchmark 2023-B39 Mortgage Trust, Commercial Mortgage Pass-ThroughCertificates, Series 2023-B39, and any related uncertificated VRR interestowner, as initial note A-4-1 holder, Zions Bancorporation, N.A., as initialnote A-4-2 holder, Deutsche Bank AG, New York Branch, as initial note A-4-3holder, initial note A-5-1 holder and initial A-5-2 holder, Computershare TrustCompany, National Association, not in its individual capacity but solely astrustee for the benefit of the holders of BANK5 2023-5YR2, Commercial MortgagePass-Through Certificates, Series 2023-5YR2, and the related VRR interestowners, as initial note A-6 holder, Wells Fargo Bank, National Association, asinitial note A-7-A holder and initial note A-7-B holder, Computershare TrustCompany, National Association, not in its individual capacity but solely astrustee for the benefit of the holders of Benchmark 2023-B39 Mortgage Trust,Commercial Mortgage Pass-Through Certificates, Series 2023-B39, and any relateduncertificated VRR interest owner, as initial note A-8-1 holder, Goldman SachsBank USA, as initial note A-8-2-A holder, initial note A-8-2-B holder andinitial note A-8-3 holder, SM Finance (Gorelux) LLC, as initial note B-1 holderand initial note B-2 holder, and Deutsche Bank AG, New York Branch, as initialagent, relating to the Back Bay Office loan combination (filed as Exhibit 99.16to the registrant's Current Report on Form 8-K filed on August 7, 2023 underSEC File No. 333-259741-06 and incorporated by reference herein).

 

(99.8) Agreement Between Note Holders, dated as of May25, 2023, by and between 3650 REIT Warehouse Facility Entity 2A LLC, as initialnote A-1-A-1 holder, 3650 REIT Warehouse Facility Entity 2A LLC, as initialnote A-1-A-2 holder, 3650 REIT Warehouse Facility Entity 2A LLC, as initialnote A-1-B-1 holder, 3650 REIT Warehouse Facility Entity 2A LLC, as initialnote A-1-B-1 holder, JPMorgan Chase Bank, National Association, as initial noteA-2-A holder, JPMorgan Chase Bank, National Association, as initial note A-2-Bholder, JPMorgan Chase Bank, National Association, as initial note A-2-Cholder, JPMorgan Chase Bank, National Association, as initial note A-2-Dholder, and JPMorgan Chase Bank, National Association, as initial note A-2-Eholder, relating to the ICP/IRG Holdings Portfolio loan combination (filed asExhibit 99.8 to the registrant's Current Report on Form 8-K filed on July 11,2023 under SEC File No. 333-259741-06 and incorporated by reference herein).

 

(99.9) Co-Lender Agreement, dated as of May 5, 2023, byand between JPMorgan Chase Bank, National Association, as initial note A-1holder, JPMorgan Chase Bank, National Association, as initial note A-2 holder,and Barclays Capital Real Estate Inc., as initial note A-3 holder, relating tothe Queens Crossing loan combination (filed as Exhibit 99.9 to the registrant'sCurrent Report on Form 8-K filed on July 11, 2023 under SEC File No.333-259741-06 and incorporated by reference herein).

 

(99.10) Agreement Between Note Holders, dated as ofJuly 11, 2023, by and between Morgan Stanley Bank, N.A., as initial note A-1holder, Morgan Stanley Bank, N.A., as initial note A-2-1 holder, Morgan StanleyBank, N.A., as initial note A-2-2 holder, and Morgan Stanley Mortgage CapitalHoldings LLC, as initial agent, relating to the 503-511 Broadway loancombination (filed as Exhibit 99.10 to the registrant's Current Report on Form8-K filed on July 11, 2023 under SEC File No. 333-259741-06 and incorporated byreference herein).

 

(99.11) Agreement Between Note Holders, dated as ofJune 1, 2023, by and between Bank of America, N.A., as initial note A-1,initial note A-2, initial note A-3 and initial note A-4 holder, BarclaysCapital Real Estate Inc., as initial note A-5, initial note A-6, initial noteA-7 and initial note A-8 holder, and JPMorgan Chase Bank, NationalAssociation., as initial note A-9, initial note A-10, initial note A-11 andinitial note A-12 holder, relating to the One & Two Commerce Square loancombination (filed as Exhibit 99.11 to the registrant's Current Report on Form8-K filed on July 11, 2023 under SEC File No. 333-259741-06 and incorporated byreference herein).

 

(99.12) 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 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 99.12 to theregistrant's Current Report on Form 8-K filed on July 11, 2023 under SEC FileNo. 333-259741-06 and incorporated by reference herein).

 

(99.13) Agreement Between Note Holders, dated as ofJune 14, 2023, by and between Bank of America, N.A., as initial note A-1 holder,Bank of America, N.A., as initial note A-2 holder, and Bank of America, N.A.,as initial note A-3 holder, relating to the 6330 West Loop South loancombination (filed as Exhibit 99.13 to the registrant's Current Report on Form8-K filed on July 11, 2023 under SEC File No. 333-259741-06 and incorporated byreference herein).

 

(99.14) Agreement Between Note Holders, dated as ofApril 19, 2023, by and between Morgan Stanley Bank, N.A., as initial note A-1-1holder, initial note A-1-2 holder, initial note A-1-3 holder and initial noteA-2 holder, JPMorgan Chase Bank, National Association, as initial note A-3 holderand initial note A-4 holder, and Morgan Stanley Mortgage Capital Holdings LLC,as initial agent, relating to the 1201 Third Avenue loan combination (filed asExhibit 99.14 to the registrant's Current Report on Form 8-K filed on July 11,2023 under SEC File No. 333-259741-06 and incorporated by reference herein).

 

(99.15) Primary Servicing Agreement, dated as of July1, 2023, by and between Wells Fargo Bank, National Association, as masterservicer, and Midland Loan Services, a Division of PNC Bank, NationalAssociation, as primary servicer (filed as Exhibit 99.15 to the registrant'sCurrent Report on Form 8-K filed on July 11, 2023 under SEC File No.333-259741-06 and incorporated by reference 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