**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

**x****  ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2023or**

**o**** ****TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-257737-11**

**Central Index Key Number of the issuing entity:0001998392**

**BBCMS Mortgage Trust 2023-5C23**

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

** **

**Central Index Key Number of the depositor: 0001541480**

**Barclays Commercial MortgageSecurities LLC**

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

** **

**Central Index Key Number of the sponsor: 0001549574**

**Barclays Capital Real Estate Inc.**

**(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: 0001755531**

**Societe Generale FinancialCorporation**

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

** **

**Central Index Key Number of the sponsor: 0001685185**

**UBS AG, acting through its branchlocated at 1285 Avenue of the Americas, New York, New York**

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

** **

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

**Argentic Real Estate Finance 2 LLC**

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

** **

**Central Index Key Number of the sponsor: 0000927971**

**Bank of Montreal**

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

** **

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

**German American Capital Corporation**

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

** **

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

**LMF Commercial, LLC**

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

** **

**Central Index Key Number of the sponsor: 0001722518**

**BSPRT CMBS Finance, LLC**

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

** **

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

**the issuing entity)** | **27-010880**

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

**Identification Numbers)** |
|------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------|

**c/o Computershare Trust Company, National Association**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

**(Address of principal executiveoffices of the issuing entity)**

**21045**

**(Zip Code)**

**Registrant’s telephone number,including area code:**

**(212) 412-4000**

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

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

 

 

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

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

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

Indicate by check mark whether the registrant (1) has filedall reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  ⌧ Yes oNo

Indicate by check mark whether the registrant has submittedelectronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (Section 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).

Not applicable.

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

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

Non-acceleratedfiler          ⌧                                                                                                      Smaller reportingcompany                    o

                                                                                                                                                       Emerging growthcompany                    o

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

Indicate by check mark whether the registrant has filed areport on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report. o

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

Indicate by check mark whether any of those error correctionsare restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b). o

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

State the aggregate market value of the voting and non-votingcommon equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked price ofsuch common equity, as of the last business day of the registrant’s most recentlycompleted second fiscal quarter.

Not applicable.

Indicate by check mark whether the registrant has filed alldocuments and reports required to be filed by Section 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securitiesunder a plan confirmed by a court.  oYes oNo

Not applicable.

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

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

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

Not applicable.

 

** **

**EXPLANATORY NOTES**

The Philadelphia Marriott Downtown MortgageLoan and the Sugar Land Town Square Mortgage Loan, which constitutedapproximately 9.0% and 7.6%, respectively, of the asset pool of the issuingentity as of its cut-off date, are each an asset of the issuing entity and areeach part of a loan combination that includes (a) with respect to thePhiladelphia Marriott Downtown Mortgage Loan, ten other *pari passu*loans, which are not assets of the issuing entity and (b) with respect to theSugar Land Town Square Mortgage Loan, two other *pari passu* loans, whichare not assets of the issuing entity. These loan combinations, including thePhiladelphia Marriott Downtown Mortgage Loan and the Sugar Land Town SquareMortgage Loan, are being serviced and administered pursuant to the Pooling andServicing Agreement, which is incorporated by reference as Exhibit 4.1 to thisAnnual Report on Form 10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the 11 West 42nd Street Mortgage Loan, whichconstituted approximately 2.8% of the asset pool of the issuing entity as ofits cut-off date.  The 11 West 42nd Street Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the 11 West42nd Street Mortgage Loan and twenty-one other *pari passu* loans, whichare not assets of the issuing entity. A *pari passu* portion of the loancombination was securitized in the BANK5 2023-5YR3 transaction, Commission FileNumber 333-261279-04 (the “BANK 2023-5YR3 Transaction”). This loancombination, including the 11 West 42nd Street Mortgage Loan, is being servicedand administered pursuant to the pooling and servicing agreement for the BANK52023-5YR3 Transaction, which is incorporated by reference as Exhibit 4.2 tothis Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Piazza Alta Mortgage Loan, the WestfarmsMortgage Loan, the Arcola Corporate Campus Mortgage Loan, the River CentreMortgage Loan, the 369 Lexington Avenue & 2 West 46th Street Mortgage Loanand the Hilton Garden Inn Atlanta Downtown Mortgage Loan, which constitutedapproximately 9.1%, 7.8%, 4.5%, 3.5%, 3.0% and 1.1%, respectively, of the assetpool of the issuing entity as of its cut-off date.  The Piazza AltaMortgage Loan, the Westfarms Mortgage Loan, the Arcola Corporate CampusMortgage Loan, the River Centre Mortgage Loan, the 369 Lexington Avenue & 2West 46th Street Mortgage Loan and the Hilton Garden Inn Atlanta DowntownMortgage Loan are each an asset of the issuing entity and are each part of aloan combination that includes (a) with respect to the Piazza Alta MortgageLoan, two other *pari passu* loans, which are not assets of the issuingentity, (b) with respect to the Westfarms Mortgage Loan, six other *paripassu* loans, which are not assets of the issuing entity, (c) with respectto the Arcola Corporate Campus Mortgage Loan, six other *pari passu*loans, which are not assets of the issuing entity, (d) with respect to theRiver Centre Mortgage Loan, one other *pari passu* loan, which is not anasset of the issuing entity, (e) with respect to the 369 Lexington Avenue &2 West 46th Street Mortgage Loan, six other *pari passu* loans, which arenot assets of the issuing entity or (f) with respect to the Hilton Garden InnAtlanta Downtown Mortgage Loan, one other *pari passu* loan, which is notan asset of the issuing entity. A *pari passu* portion of each loancombination was securitized in the BMO 2023-5C2 Mortgage Trust transaction,Commission File Number 333-255934-08 (the “BMO 2023-5C2 Transaction”).These loan combinations, including the Piazza Alta Mortgage Loan, the WestfarmsMortgage Loan, the Arcola Corporate Campus Mortgage Loan, the River CentreMortgage Loan, the 369 Lexington Avenue & 2 West 46th Street Mortgage Loanand the Hilton Garden Inn Atlanta Downtown Mortgage Loan, are being servicedand administered pursuant to the pooling and servicing agreement for the BMO2023-5C2 Transaction, which is incorporated by reference as Exhibit 4.3 to thisAnnual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Overlook at Ballantyne Mortgage Loan, whichconstituted approximately 3.2% of the asset pool of the issuing entity as ofits cut-off date.  The Overlook at Ballantyne Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the Overlookat Ballantyne Mortgage Loan and four other *pari passu* loans, which arenot assets of the issuing entity. A *pari passu* portion of the loancombination was securitized in the Benchmark 2023-V4 Mortgage Trusttransaction, Commission File Number 333-262701-05 (the “Benchmark 2023-V4Transaction”). This loan combination, including the Overlook at BallantyneMortgage Loan, is being serviced and administered pursuant to the pooling andservicing agreement for the Benchmark 2023-V4 Transaction, which isincorporated by reference as Exhibit 4.4 to this Annual Report on Form 10-K.

The master servicer of a poolingand servicing agreement or trust and servicing agreement also functions as theprimary servicer of the related mortgage loans serviced and administeredpursuant to such agreement unless a separate primary servicer is identifiedherein.  If this report does not identify a separate primary servicer, theservicer compliance statement provided by the master servicer under any suchagreement also encompasses its responsibilities as primary servicer of therelated mortgage loan or mortgage loans.

Midland Loan Services, a Divisionof PNC Bank, National Association is the master servicer of the mortgage loansserviced under the Pooling and Servicing Agreement and the primary servicer ofthe Overlook at Ballantyne Mortgage Loan. As a result, Midland Loan Services, aDivision of PNC Bank, National Association is a “servicer” as defined in Item1108(a)(2)(iii) of Regulation AB, in the capacities described above, because itis servicing mortgage loans that constituted 10% or more of the assets of theissuing entity as of its cut-off date. The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements delivered by Midland Loan Services, a Division of PNC Bank,National Association in the capacities described above are listed in theExhibit Index.

Computershare Trust Company,National Association is the custodian of the mortgage loans serviced under thePooling and Servicing Agreement, the Piazza Alta Mortgage Loan, the WestfarmsMortgage Loan, the Arcola Corporate Campus Mortgage Loan, the River CentreMortgage Loan, the Overlook at Ballantyne Mortgage Loan, the 369 LexingtonAvenue & 2 West 46th Street Mortgage Loan, the 11 West 42nd Street MortgageLoan and the Hilton Garden Inn Atlanta Downtown Mortgage Loan.  As aresult, Computershare Trust Company, National Association is a servicingfunction participant in the capacities described above, because it is servicingmortgage loans that constituted 5% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria and accountants’ attestation reports delivered by Computershare TrustCompany, National Association in the capacities described above are listed inthe Exhibit Index.

Park Bridge Lender Services LLC isthe operating advisor of the mortgage loans serviced under the Pooling andServicing Agreement and the Overlook at Ballantyne Mortgage Loan.  As aresult, Park Bridge Lender Services LLC is a servicing function participant inthe capacities described above, because it is servicing mortgage loans thatconstituted 5% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria andaccountants’ attestation reports delivered by Park Bridge Lender Services LLCin the capacities described above are listed in the Exhibit Index.

Greystone Servicing Company LLC isthe special servicer of the Piazza Alta Mortgage Loan, the Westfarms MortgageLoan, the Arcola Corporate Campus Mortgage Loan, the River Centre MortgageLoan, the 369 Lexington Avenue & 2 West 46th Street Mortgage Loan, the 11West 42nd Street Mortgage Loan and the Hilton Garden Inn Atlanta DowntownMortgage Loan. As a result, Greystone Servicing Company LLC is a “servicer” asdefined in Item 1108(a)(2)(iii) of Regulation AB, in the capacities describedabove, because it is servicing mortgage loans that constituted 10% or more ofthe assets of the issuing entity as of its cut-off date. The assessments ofcompliance with applicable servicing criteria, accountants’ attestation reportsand servicer compliance statements delivered by Greystone Servicing Company LLCin the capacities described above are listed in the Exhibit Index.

KeyBank National Association isthe primary servicer of the Piazza Alta Mortgage Loan, the Westfarms MortgageLoan, the Arcola Corporate Campus Mortgage Loan, the River Centre MortgageLoan, the 369 Lexington Avenue & 2 West 46th Street Mortgage Loan and theHilton Garden Inn Atlanta Downtown Mortgage Loan. As a result, KeyBank NationalAssociation is a “servicer” as defined in Item 1108(a)(2)(iii) of RegulationAB, in the capacities described above, because it is servicing mortgage loansthat constituted 10% or more of the assets of the issuing entity as of itscut-off date. The assessments of compliance with applicable servicing criteria,accountants’ attestation reports and servicer compliance statements deliveredby KeyBank National Association in the capacities described above are listed inthe Exhibit Index.

BellOak, LLC is the operatingadvisor of the Piazza Alta Mortgage Loan, the Westfarms Mortgage Loan, theArcola Corporate Campus Mortgage Loan, the River Centre Mortgage Loan, the 369Lexington Avenue & 2 West 46th Street Mortgage Loan and the Hilton GardenInn Atlanta Downtown Mortgage Loan.  As a result, BellOak, LLC is aservicing function participant in the capacities described above, because it isservicing mortgage loans that constituted 5% or more of the assets of theissuing entity as of its cut-off date. The assessments of compliance withapplicable servicing criteria and accountants’ attestation reports delivered byBellOak, LLC in the capacities described above are listed in the Exhibit Index.

Computershare Trust Company,National Association acts as trustee of the Philadelphia Marriott DowntownMortgage Loan, the Sugar Land Town Square Mortgage Loan, the 11 West 42ndStreet Mortgage Loan and the Overlook at Ballantyne Mortgage Loan.  Pursuantto the Pooling and Servicing Agreement, the pooling and servicing agreement forthe BANK5 2023-5YR3 Transaction and the pooling and servicing agreement for theBenchmark 2023-V4 Transaction, the trustee is required to provide an assessmentof compliance with applicable servicing criteria solely with respect to Item1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guaranteesregarding collections, cash flows or distributions, and any interest or otherfees charged for such advances, are made, reviewed and approved as specified inthe transaction agreements). However, during the reporting period, the trusteedid not perform any servicing function with respect to the servicing criteriaspecified in Item 1122(d)(2)(iii) of Regulation AB.  The master serviceror the special servicer, to the extent required, performed the servicingfunction identified with respect to Item 1122(d)(2)(iii) of Regulation AB, andeach such party included Item 1122(d)(2)(iii) of Regulation AB in the assessmentof compliance with applicable servicing criteria and accountant’s attestationreport for the subject transaction.  As a result, this Annual Report onForm 10-K does not include an assessment of compliance with applicableservicing criteria of the trustee. One or more other servicers of thePhiladelphia Marriott Downtown Mortgage Loan, the Sugar Land Town SquareMortgage Loan, the 11 West 42nd Street Mortgage Loan and the Overlook atBallantyne Mortgage Loan have delivered one or more assessments of compliancewith respect to Item 1122(d)(2)(iii) of Regulation AB.

Wilmington Trust, NationalAssociation acts as trustee of the Piazza Alta Mortgage Loan, the WestfarmsMortgage Loan, the Arcola Corporate Campus Mortgage Loan, the River CentreMortgage Loan, the 369 Lexington Avenue & 2 West 46th Street Mortgage Loanand the Hilton Garden Inn Atlanta Downtown Mortgage Loan.  Pursuant to thepooling and servicing agreement for the BMO 2023-5C2 Transaction, the trusteeis required to provide an assessment of compliance with applicable servicingcriteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB(regarding advances of funds or guarantees regarding collections, cash flows ordistributions, and any interest or other fees charged for such advances, are made,reviewed and approved as specified in the transaction agreements). However,during the reporting period, the trustee did not perform any servicing functionwith respect to the servicing criteria specified in Item 1122(d)(2)(iii) ofRegulation AB.  The master servicer or the special servicer, to the extentrequired, performed the servicing function identified with respect to Item1122(d)(2)(iii) of Regulation AB, and each such party included Item1122(d)(2)(iii) of Regulation AB in the assessment of compliance withapplicable servicing criteria and accountant’s attestation report for thesubject transaction.  As a result, this Annual Report on Form 10-K doesnot include an assessment of compliance with applicable servicing criteria ofthe trustee. One or more other servicers of the Piazza Alta Mortgage Loan, theWestfarms Mortgage Loan, the Arcola Corporate Campus Mortgage Loan, the RiverCentre Mortgage Loan, the 369 Lexington Avenue & 2 West 46th StreetMortgage Loan and the Hilton Garden Inn Atlanta Downtown Mortgage Loan havedelivered one or more assessments of compliance with respect to Item1122(d)(2)(iii) of Regulation AB.

Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements of the certificateadministrator of the 11 West 42nd Street Mortgage Loan, the Piazza AltaMortgage Loan, the Westfarms Mortgage Loan, the Arcola Corporate CampusMortgage Loan, the River Centre Mortgage Loan, the 369 Lexington Avenue & 2West 46th Street Mortgage Loan, the Hilton Garden Inn Atlanta Downtown MortgageLoan and the Overlook at Ballantyne Mortgage Loan are omitted from this AnnualReport on Form 10-K as the certificate administrator pursuant to the relatedpooling and servicing agreement or trust and servicing agreement does notperform any activities that address servicing criteria with respect to theissuing entity and because they are each not a “servicer” that meets thecriteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

With respect to the *pari passu*loan combinations that include the 11 West 42nd Street Mortgage Loan and theOverlook at Ballantyne Mortgage Loan, (i) the reports on assessment ofcompliance with servicing criteria and attestation reports on assessment of compliancewith servicing criteria of Wells Fargo Bank, National Association as primaryservicer of the 11 West 42nd Street Mortgage Loan, Pentalpha Surveillance LLCas operating advisor of the 11 West 42nd Street Mortgage Loan and K-Star AssetManagement LLC as special servicer of the Overlook at Ballantyne Mortgage Loan,listed on the Exhibit Index are omitted from this Annual Report on Form 10-K asthey are not required to be included on this Annual Report on Form 10-K perInstruction 3 to Item 1122 of Regulation AB because they are parties performingactivities that address servicing criteria relating to 5% or less of the assetsof the issuing entity; and (ii) the servicer compliance statements of WellsFargo Bank, National Association as primary servicer of the 11 West 42nd StreetMortgage Loan and K-Star Asset Management LLC as special servicer of theOverlook at Ballantyne Mortgage Loan, listed on the Exhibit Index are omittedfrom this Annual Report on Form 10-K as they are not required by Item 1123 of RegulationAB to be included on this Annual Report on Form 10-K because they are each anunaffiliated party that is not a “servicer” that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB.

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

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

None.

**Item 1C.  Cybersecurity.**

Omitted.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6.  [Reserved]**

**Item 7.  Management’s Discussion and Analysis ofFinancial Condition and Results of Operations.**

Omitted.

**Item 7A.  Quantitative and Qualitative DisclosuresAbout Market Risk.**

Omitted.

**Item 8.  Financial Statements and Supplementary Data.**

Omitted.

**Item 9.  Changes in and Disagreements WithAccountants on Accounting and Financial Disclosure.**

Omitted.

**Item 9A.  Controls and Procedures.**

Omitted.

**Item 9B.  Other Information.**

None.

**Item 9C.  Disclosure Regarding Foreign Jurisdictionsthat Prevent Inspections.**

None.

**PART III**

**Item 10.  Directors, Executive Officers and CorporateGovernance.**

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

**Item 12.  Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters.**

Omitted.

**Item 13.  Certain Relationships and RelatedTransactions, and Director Independence.**

Omitted.

**Item 14.  Principal Accountant Fees and Services.**

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

**Item 1112(b) of Regulation AB, Significant ObligorFinancial Information.**

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

**Item 1114(b)(2) of Regulation AB, Significant EnhancementProvider Financial Information.**

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

**Item 1115(b) of Regulation AB, Certain DerivativesInstruments (Financial Information).**

No entity or group of affiliated entities provides anyderivative instruments or other support for the certificates within thistransaction as described under Item 1115 of Regulation AB.

**Item 1117 of Regulation AB, Legal Proceedings.**

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties. 

**Item 1119 of Regulation AB, Affiliations and CertainRelationships and Related Transactions.**

The information regarding this Item has been previouslyprovided in the prospectus of the Registrant relating to the issuing entityfiled on November 20, 2023 pursuant to Rule 424(b)(2).

**Item 1122 of Regulation AB, Compliance with ApplicableServicing Criteria.**

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

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the 11 West 42nd Street MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the BANK5 2023-5YR3 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit Z to thepooling and servicing agreement for the BANK5 2023-5YR3 Transactionincorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K isa chart identifying the entities participating in a servicing function for theBANK5 2023-5YR3 Transaction responsible for each applicable servicing criteriaset forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Piazza Alta Mortgage Loan, theWestfarms Mortgage Loan, the Arcola Corporate Campus Mortgage Loan, the RiverCentre Mortgage Loan, the 369 Lexington Avenue & 2 West 46th StreetMortgage Loan and the Hilton Garden Inn Atlanta Downtown Mortgage Loan, whichare being serviced and administered pursuant to the pooling and servicingagreement for the BMO 2023-5C2 Transaction, are attached hereto under Item 15to this Annual Report on Form 10-K. Attached as Exhibit O to the pooling andservicing agreement for the BMO 2023-5C2 Transaction incorporated by referenceas Exhibit 4.3 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the BMO 2023-5C2 Transactionresponsible for each applicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Overlook at Ballantyne MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the Benchmark 2023-V4 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit O to thepooling and servicing agreement for the Benchmark 2023-V4 Transactionincorporated by reference as Exhibit 4.4 to this Annual Report on Form 10-K isa chart identifying the entities participating in a servicing function for theBenchmark 2023-V4 Transaction responsible for each applicable servicingcriteria set forth in Item 1122(d).

**Item 1123 of Regulation AB, Servicer Compliance Statement.**

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

**PART IV**

**Item 15. Exhibit, and Financial Statement Schedules**

(a) The following is a list of documents filed as part of thisAnnual Report on Form 10-K:

(1) Not applicable

(2) Not applicable

(3) See below

 

 4.1         Pooling and Servicing Agreement, dated as of December 1,2023, among Barclays Commercial Mortgage Securities LLC, as Depositor, MidlandLoan Services, a Division of PNC Bank, National Association, as MasterServicer, LNR Partners, LLC, as Special Servicer, Computershare Trust Company,National Association, as Certificate Administrator and as Trustee, and ParkBridge Lender Services LLC, as Operating Advisor and as Asset RepresentationsReviewer (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K/Afiled on December 7, 2023 under Commission File No. 333-257737-11 andincorporated by reference herein).

4.2          Pooling and Servicing Agreement, dated as of September 1,2023, between Banc of America Merrill Lynch Commercial Mortgage Inc., asDepositor, 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 (filed as Exhibit 4.4 to the registrant’s Current Report on Form 8-Kfiled on November 20, 2023 under Commission File No. 333-257737-11 andincorporated by reference herein).

4.3          Pooling and Servicing Agreement, dated as of November 1,2023, among BMO Commercial Mortgage Securities LLC, as Depositor, KeyBankNational Association, as Master Servicer, Greystone Servicing Company LLC, asSpecial Servicer, BellOak, LLC, as Operating Advisor and Asset RepresentationsReviewer, Computershare Trust Company, National Association, as CertificateAdministrator, and Wilmington Trust, National Association, as Trustee (filed asExhibit 4.2 to the registrant’s Current Report on Form 8-K filed on November20, 2023 under Commission File No. 333-257737-11 and incorporated by referenceherein).

4.4          Pooling and Servicing Agreement, dated as of November 1,2023, among Citigroup Commercial Mortgage Securities Inc., as Depositor,Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer, K-Star Asset Management LLC, as a Special Servicer, Park Bridge LenderServices LLC, as Operating Advisor and Asset Representations Reviewer, andComputershare Trust Company, National Association, as Certificate Administratorand Trustee (filed as Exhibit 4.3 to the registrant’s Current Report on Form8-K filed on November 20, 2023 under Commission File No. 333-257737-11 andincorporated by reference herein).

4.5          Agreement Between Note Holders, dated as of October 15,2023, by and among Societe Generale Financial Corporation, as Initial Note A-1Holder, Societe Generale Financial Corporation, as Initial Note A-2 Holder,Societe Generale Financial Corporation, as Initial Note A-3 Holder, SocieteGenerale Financial Corporation, as Initial Note A-4 Holder, and SocieteGenerale Financial Corporation, as Initial Note A-5 Holder (filed as Exhibit4.5 to the registrant’s Current Report on Form 8-K filed on November 20, 2023under Commission File No. 333-257737-11 and incorporated by reference herein).

4.6          Agreement Between Note Holders, dated as of October 25,2023, by and between Barclays Capital Real Estate Inc., asInitial Note A-1 Holder, JPMorganChase Bank National Association, as Initial Note A-2 Holder, Wells Fargo Bank,National Association, as Initial Note A-3 Holder, Barclays Capital Real EstateInc., asInitial Note A-4 Holder,JPMorgan Chase Bank National Association, as Initial Note A-5 Holder, WellsFargo Bank, National Association, as Initial Note A-6 Holder, Barclays CapitalReal Estate Inc., as Initial Note A-7 Holder, JPMorgan Chase Bank NationalAssociation, as Initial Note A-8 Holder, Wells Fargo Bank, National Association,as Initial Note A-9 Holder, Wells Fargo Bank, National Association, as InitialNote A-10 Holder, JPMorgan Chase Bank National Association, as Initial NoteA-11 Holder, and JPMorgan Chase Bank National Association, as Initial Note A-12Holder (filed as Exhibit 4.6 to the registrant’s Current Report on Form 8-Kfiled on November 20, 2023 under Commission File No. 333-257737-11 andincorporated by reference herein).

4.7          Co-Lender Agreement, dated as of September 21, 2023, byand among Goldman Sachs Bank USA, as Initial Note A-1 Holder, Wells Fargo Bank,National Association, as Initial Note A-2-1 Holder, Wells Fargo Bank, NationalAssociation, as Initial Note A-2-2 Holder, Wells Fargo Bank, NationalAssociation, as Initial Note A-2-3 Holder, Goldman Sachs Bank USA, as InitialNote A-3 Holder, Goldman Sachs Bank USA, as Initial Note A-4 Holder, GoldmanSachs Bank USA, as Initial Note A-5 Holder, Goldman Sachs Bank USA, as InitialNote A-6 Holder, and Goldman Sachs Bank USA, as Initial Note A-7 Holder (filedas Exhibit 4.7 to the registrant’s Current Report on Form 8-K filed on November20, 2023 under Commission File No. 333-257737-11 and incorporated by referenceherein).

4.8          Co-Lender Agreement, dated as of November 3, 2023, by andbetween Argentic Real Estate Finance 2 LLC, as Initial Note A-1-1 Holder,Argentic Real Estate Finance 2 LLC, as Initial Note A-1-2 Holder, and GoldmanSachs Bank USA, as Initial Note A-2 Holder (filed as Exhibit 4.8 to theregistrant’s Current Report on Form 8-K filed on November 20, 2023 underCommission File No. 333-257737-11 and incorporated by reference herein).

4.9          Agreement Between Noteholders, dated as of August 15,2023, by and between Starwood Mortgage Capital LLC, as Initial Note A-1 Holder,Bank of Montreal, as Initial Note A-2 Holder, Starwood Mortgage Capital LLC, asInitial Note A-3 Holder, Bank of Montreal, as Initial Note A-4 Holder, StarwoodMortgage Capital LLC, as Initial Note A-5 Holder, Bank of Montreal, as InitialNote A-6 Holder, Starwood Mortgage Capital LLC, as Initial Note A-7 Holder,Bank of Montreal, as Initial Note A-8 Holder, Starwood Mortgage Capital LLC, asInitial Note A-9 Holder, Bank of Montreal, as Initial Note A-10 Holder,Starwood Mortgage Capital LLC, as Initial Note A-11 Holder, and Bank ofMontreal, as Initial Note A-12 Holder (filed as Exhibit 4.9 to the registrant’sCurrent Report on Form 8-K filed on November 20, 2023 under Commission File No.333-257737-11 and incorporated by reference herein).

4.10        Agreement Between Note Holders, dated as of October 11,2023 by and between UBS AG, by and through its branch office at 1285 Avenue ofthe Americas, New York, New York, as Initial Note A-1 Holder, UBS AG, by andthrough its branch office at 1285 Avenue of the Americas, New York, New York,as Initial Note A-2 Holder, UBS AG, by and through its branch office at 1285Avenue of the Americas, New York, New York, as Initial Note A-3 Holder, UBS AG,by and through its branch office at 1285 Avenue of the Americas, New York, NewYork, as Initial Note A-4 Holder, and UBS AG, by and through its branch officeat 1285 Avenue of the Americas, New York, New York, as Initial Note A-5 Holder(filed as Exhibit 4.10 to the registrant’s Current Report on Form 8-K filed onNovember 20, 2023 under Commission File No. 333-257737-11 and incorporated byreference herein).

4.11        Co-Lender Agreement, dated as of September 13, 2023,between DBR Investments Co. Limited, as Note A-1 Holder, DBR Investments Co.Limited, as Note A-2 Holder, DBR Investments Co. Limited, as Note A-3 Holder,DBR Investments Co. Limited, as Note A-4 Holder, DBR Investments Co. Limited,as Note A-5-1 Holder, and DBR Investments Co. Limited, as Note A-5-2 Holder(filed as Exhibit 4.11 to the registrant’s Current Report on Form 8-K filed onNovember 20, 2023 under Commission File No. 333-257737-11 and incorporated byreference herein).

4.12        Co-Lender Agreement, dated as of October 19, 2023 by andbetween Citi Real Estate Funding Inc., as Initial Note A-1-1 Holder, Citi RealEstate Funding Inc., as Initial Note A-1-2 Holder, Citi Real Estate FundingInc., as Initial Note A-2 Holder, Citi Real Estate Funding Inc., as InitialNote A-3 Holder, Bank of Montreal, as Initial Note A-4 Holder, Bank ofMontreal, as Initial Note A-5 Holder, Bank of Montreal, as Initial Note A-6-1Holder, Bank of Montreal, as Initial Note A-6-2 Holder, and Bank of Montreal,as Initial Note A-7 Holder (filed as Exhibit 4.12 to the registrant’s CurrentReport on Form 8-K filed on November 20, 2023 under Commission File No.333-257737-11 and incorporated by reference herein).

4.13        Agreement Between Note Holders, dated as of June 30,2023, by and between Bank of America, N.A., as Initial Note A-1-1 Holder, Bankof America, N.A., as Initial Note A-1-2 Holder, Bank of America, N.A., asInitial Note A-1-3 Holder, Bank of America, N.A., as Initial Note A-1-4 Holder,Bank of America, N.A., as Initial Note A-1-5 Holder, UBS AG, New York Branch,as Initial Note A-2-1 Holder, UBS AG, New York Branch, as Initial Note A-2-2Holder, UBS AG, New York Branch, as Initial Note A-2-3 Holder, UBS AG, New YorkBranch, as Initial Note A-2-4 Holder, UBS AG, New York Branch, as Initial NoteA-2-5 Holder, UBS AG, New York Branch, as Initial Note A-2-6 Holder, UBS AG,New York Branch, as Initial Note A-2-7 Holder, UBS AG, New York Branch, asInitial Note A-2-8 Holder, UBS AG, New York Branch, as Initial Note A-2-9Holder, UBS AG, New York Branch, as Initial Note A-2-10 Holder, UBS AG, NewYork Branch, as Initial Note A-2-11 Holder, LMF Commercial, LLC, as InitialNote A-3-1 Holder, LMF Commercial, LLC, as Initial Note A-3-2 Holder, LMFCommercial, LLC, as Initial Note A-3-3 Holder, LMF Commercial, LLC, as InitialNote A-3-4 Holder, LMF Commercial, LLC, as Initial Note A-3-5 Holder, LMFCommercial, LLC, as Initial Note A-3-6 Holder, LMF Commercial, LLC, as InitialNote A-3-7 Holder, and LMF Commercial, LLC, as Initial Note A-3-8 Holder (filedas Exhibit 4.13 to the registrant’s Current Report on Form 8-K filed onNovember 20, 2023 under Commission File No. 333-257737-11 and incorporated byreference herein).

4.14        Co-Lender Agreement, dated as of October 10, 2023, by andbetween Bank of Montreal, as Initial Note A-1 Holder, and Bank of Montreal, asInitial Note A-2 Holder (filed as Exhibit 4.14 to the registrant’s CurrentReport on Form 8-K filed on November 20, 2023 under Commission File No.333-257737-11 and incorporated by reference herein).

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

33           Reports on assessment of compliance with servicing criteria for asset-backedsecurities.

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

33.2        LNR Partners, LLC, as Special Servicer

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

33.4        Computershare Trust Company, National Association,as Custodian

33.5        Park Bridge Lender Services LLC, as OperatingAdvisor

33.6        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Philadelphia Marriott DowntownMortgage Loan (see Exhibit 33.1)

33.7        LNR Partners, LLC, as Special Servicer of thePhiladelphia Marriott Downtown Mortgage Loan (see Exhibit 33.2)

33.8        Computershare Trust Company, National Association, as Trustee of thePhiladelphia Marriott Downtown Mortgage Loan (Omitted. See Explanatory Notes.)

33.9        Computershare Trust Company, National Association,as Custodian of the Philadelphia Marriott Downtown Mortgage Loan (see Exhibit33.4)

33.10      Park Bridge Lender Services LLC, as OperatingAdvisor of the Philadelphia Marriott Downtown Mortgage Loan (see Exhibit 33.5)

33.11      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Sugar Land Town SquareMortgage Loan (see Exhibit 33.1)

33.12      LNR Partners, LLC, as Special Servicer of the SugarLand Town Square Mortgage Loan (see Exhibit 33.2)

33.13      Computershare Trust Company, National Association, as Trustee of the Sugar LandTown Square Mortgage Loan (Omitted. See Explanatory Notes.)

33.14      Computershare Trust Company, National Association,as Custodian of the Sugar Land Town Square Mortgage Loan (see Exhibit 33.4)

33.15      Park Bridge Lender Services LLC, as OperatingAdvisor of the Sugar Land Town Square Mortgage Loan (see Exhibit 33.5)

33.16      Wells Fargo Bank, National Association, as Primary Servicer of the 11 West 42ndStreet Mortgage Loan (Omitted. See Explanatory Notes.) 

33.17      Greystone Servicing Company LLC, as SpecialServicer of the 11 West 42nd Street Mortgage Loan

33.18      Computershare Trust Company, National Association, as Trustee of the 11 West42nd Street Mortgage Loan (Omitted. See Explanatory Notes.) 

33.19      Computershare Trust Company, National Association,as Custodian of the 11 West 42nd Street Mortgage Loan (see Exhibit 33.4)

33.20      Pentalpha Surveillance LLC, as Operating Advisor of the 11 West 42nd StreetMortgage Loan (Omitted. See Explanatory Notes.)

33.21      KeyBank National Association, as Primary Servicerof the Piazza Alta Mortgage Loan

33.22      Greystone Servicing Company LLC, as SpecialServicer of the Piazza Alta Mortgage Loan (see Exhibit 33.17)

33.23      Wilmington Trust, National Association, as Trustee of the Piazza Alta MortgageLoan (Omitted. See Explanatory Notes.)

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

33.25      BellOak, LLC, as Operating Advisor of the PiazzaAlta Mortgage Loan

33.26      KeyBank National Association, as Primary Servicerof the Westfarms Mortgage Loan (see Exhibit 33.21)

33.27      Greystone Servicing Company LLC, as SpecialServicer of the Westfarms Mortgage Loan (see Exhibit 33.17)

33.28      Wilmington Trust, National Association, as Trustee of the Westfarms MortgageLoan (Omitted. See Explanatory Notes.)

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

33.30      BellOak, LLC, as Operating Advisor of theWestfarms Mortgage Loan (see Exhibit 33.25)

33.31      KeyBank National Association, as Primary Servicerof the Arcola Corporate Campus Mortgage Loan (see Exhibit 33.21)

33.32      Greystone Servicing Company LLC, as SpecialServicer of the Arcola Corporate Campus Mortgage Loan (see Exhibit 33.17)

33.33      Wilmington Trust, National Association, as Trustee of the Arcola CorporateCampus Mortgage Loan (Omitted. See Explanatory Notes.)

33.34      Computershare Trust Company, National Association,as Custodian of the Arcola Corporate Campus Mortgage Loan (see Exhibit 33.4)

33.35      BellOak, LLC, as Operating Advisor of the ArcolaCorporate Campus Mortgage Loan (see Exhibit 33.25)

33.36      KeyBank National Association, as Primary Servicerof the River Centre Mortgage Loan (see Exhibit 33.21)

33.37      Greystone Servicing Company LLC, as SpecialServicer of the River Centre Mortgage Loan (see Exhibit 33.17)

33.38      Wilmington Trust, National Association, as Trustee of the River Centre MortgageLoan (Omitted. See Explanatory Notes.)

33.39      Computershare Trust Company, National Association,as Custodian of the River Centre Mortgage Loan (see Exhibit 33.4)

33.40      BellOak, LLC, as Operating Advisor of the RiverCentre Mortgage Loan (see Exhibit 33.25)

33.41      KeyBank National Association, as Primary Servicerof the 369 Lexington Avenue & 2 West 46th Street Mortgage Loan (see Exhibit33.21)

33.42      Greystone Servicing Company LLC, as SpecialServicer of the 369 Lexington Avenue & 2 West 46th Street Mortgage Loan(see Exhibit 33.17)

33.43      Wilmington Trust, National Association, as Trustee of the 369 Lexington Avenue& 2 West 46th Street Mortgage Loan (Omitted. See Explanatory Notes.)

33.44      Computershare Trust Company, National Association,as Custodian of the 369 Lexington Avenue & 2 West 46th Street Mortgage Loan(see Exhibit 33.4)

33.45      BellOak, LLC, as Operating Advisor of the 369Lexington Avenue & 2 West 46th Street Mortgage Loan (see Exhibit 33.25)

33.46      KeyBank National Association, as Primary Servicerof the Hilton Garden Inn Atlanta Downtown Mortgage Loan (see Exhibit 33.21)

33.47      Greystone Servicing Company LLC, as SpecialServicer of the Hilton Garden Inn Atlanta Downtown Mortgage Loan (see Exhibit33.17)

33.48      Wilmington Trust, National Association, as Trustee of the Hilton Garden InnAtlanta Downtown Mortgage Loan (Omitted. See Explanatory Notes.)

33.49      Computershare Trust Company, National Association,as Custodian of the Hilton Garden Inn Atlanta Downtown Mortgage Loan (seeExhibit 33.4)

33.50      BellOak, LLC, as Operating Advisor of the HiltonGarden Inn Atlanta Downtown Mortgage Loan (see Exhibit 33.25)

33.51      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Overlook at BallantyneMortgage Loan (see Exhibit 33.1)

33.52      K-Star Asset Management LLC, as Special Servicer of the Overlook at BallantyneMortgage Loan (Omitted. See Explanatory Notes.)

33.53      Computershare Trust Company, National Association, as Trustee of the Overlookat Ballantyne Mortgage Loan (Omitted. See Explanatory Notes.)

33.54      Computershare Trust Company, National Association,as Custodian of the Overlook at Ballantyne Mortgage Loan (see Exhibit 33.4)

33.55      Park Bridge Lender Services LLC, as Operating Advisorof the Overlook at Ballantyne Mortgage Loan (see Exhibit 33.5)

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

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

34.2        LNR Partners, LLC, as Special Servicer

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

34.4        Computershare Trust Company, National Association,as Custodian

34.5        Park Bridge Lender Services LLC, as OperatingAdvisor

34.6        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Philadelphia Marriott DowntownMortgage Loan (see Exhibit 34.1)

34.7        LNR Partners, LLC, as Special Servicer of thePhiladelphia Marriott Downtown Mortgage Loan (see Exhibit 34.2)

34.8        Computershare Trust Company, National Association, as Trustee of thePhiladelphia Marriott Downtown Mortgage Loan (Omitted. See Explanatory Notes.)

34.9        Computershare Trust Company, National Association,as Custodian of the Philadelphia Marriott Downtown Mortgage Loan (see Exhibit34.4)

34.10      Park Bridge Lender Services LLC, as OperatingAdvisor of the Philadelphia Marriott Downtown Mortgage Loan (see Exhibit 34.5)

34.11      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Sugar Land Town SquareMortgage Loan (see Exhibit 34.1)

34.12      LNR Partners, LLC, as Special Servicer of the SugarLand Town Square Mortgage Loan (see Exhibit 34.2)

34.13      Computershare Trust Company, National Association, as Trustee of the Sugar LandTown Square Mortgage Loan (Omitted. See Explanatory Notes.)

34.14      Computershare Trust Company, National Association,as Custodian of the Sugar Land Town Square Mortgage Loan (see Exhibit 34.4)

34.15      Park Bridge Lender Services LLC, as OperatingAdvisor of the Sugar Land Town Square Mortgage Loan (see Exhibit 34.5)

34.16      Wells Fargo Bank, National Association, as Primary Servicer of the 11 West 42ndStreet Mortgage Loan (Omitted. See Explanatory Notes.) 

34.17      Greystone Servicing Company LLC, as SpecialServicer of the 11 West 42nd Street Mortgage Loan

34.18      Computershare Trust Company, National Association, as Trustee of the 11 West42nd Street Mortgage Loan (Omitted. See Explanatory Notes.) 

34.19      Computershare Trust Company, National Association,as Custodian of the 11 West 42nd Street Mortgage Loan (see Exhibit 34.4)

34.20      Pentalpha Surveillance LLC, as Operating Advisor of the 11 West 42nd StreetMortgage Loan (Omitted. See Explanatory Notes.)

34.21      KeyBank National Association, as Primary Servicerof the Piazza Alta Mortgage Loan

34.22      Greystone Servicing Company LLC, as SpecialServicer of the Piazza Alta Mortgage Loan (see Exhibit 34.17)

34.23      Wilmington Trust, National Association, as Trustee of the Piazza Alta MortgageLoan (Omitted. See Explanatory Notes.)

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

34.25      BellOak, LLC, as Operating Advisor of the PiazzaAlta Mortgage Loan

34.26      KeyBank National Association, as Primary Servicerof the Westfarms Mortgage Loan (see Exhibit 34.21)

34.27      Greystone Servicing Company LLC, as SpecialServicer of the Westfarms Mortgage Loan (see Exhibit 34.17)

34.28      Wilmington Trust, National Association, as Trustee of the Westfarms MortgageLoan (Omitted. See Explanatory Notes.)

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

34.30      BellOak, LLC, as Operating Advisor of theWestfarms Mortgage Loan (see Exhibit 34.25)

34.31      KeyBank National Association, as Primary Servicerof the Arcola Corporate Campus Mortgage Loan (see Exhibit 34.21)

34.32      Greystone Servicing Company LLC, as SpecialServicer of the Arcola Corporate Campus Mortgage Loan (see Exhibit 34.17)

34.33      Wilmington Trust, National Association, as Trustee of the Arcola CorporateCampus Mortgage Loan (Omitted. See Explanatory Notes.)

34.34      Computershare Trust Company, National Association,as Custodian of the Arcola Corporate Campus Mortgage Loan (see Exhibit 34.4)

34.35      BellOak, LLC, as Operating Advisor of the ArcolaCorporate Campus Mortgage Loan (see Exhibit 34.25)

34.36      KeyBank National Association, as Primary Servicerof the River Centre Mortgage Loan (see Exhibit 34.21)

34.37      Greystone Servicing Company LLC, as SpecialServicer of the River Centre Mortgage Loan (see Exhibit 34.17)

34.38      Wilmington Trust, National Association, as Trustee of the River Centre MortgageLoan (Omitted. See Explanatory Notes.)

34.39      Computershare Trust Company, National Association,as Custodian of the River Centre Mortgage Loan (see Exhibit 34.4)

34.40      BellOak, LLC, as Operating Advisor of the RiverCentre Mortgage Loan (see Exhibit 34.25)

34.41      KeyBank National Association, as Primary Servicerof the 369 Lexington Avenue & 2 West 46th Street Mortgage Loan (see Exhibit34.21)

34.42      Greystone Servicing Company LLC, as SpecialServicer of the 369 Lexington Avenue & 2 West 46th Street Mortgage Loan(see Exhibit 34.17)

34.43      Wilmington Trust, National Association, as Trustee of the 369 Lexington Avenue& 2 West 46th Street Mortgage Loan (Omitted. See Explanatory Notes.)

34.44      Computershare Trust Company, National Association,as Custodian of the 369 Lexington Avenue & 2 West 46th Street Mortgage Loan(see Exhibit 34.4)

34.45      BellOak, LLC, as Operating Advisor of the 369Lexington Avenue & 2 West 46th Street Mortgage Loan (see Exhibit 34.25)

34.46      KeyBank National Association, as Primary Servicerof the Hilton Garden Inn Atlanta Downtown Mortgage Loan (see Exhibit 34.21)

34.47      Greystone Servicing Company LLC, as SpecialServicer of the Hilton Garden Inn Atlanta Downtown Mortgage Loan (see Exhibit34.17)

34.48      Wilmington Trust, National Association, as Trustee of the Hilton Garden InnAtlanta Downtown Mortgage Loan (Omitted. See Explanatory Notes.)

34.49      Computershare Trust Company, National Association,as Custodian of the Hilton Garden Inn Atlanta Downtown Mortgage Loan (seeExhibit 34.4)

34.50      BellOak, LLC, as Operating Advisor of the HiltonGarden Inn Atlanta Downtown Mortgage Loan (see Exhibit 34.25)

34.51      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Overlook at BallantyneMortgage Loan (see Exhibit 34.1)

34.52      K-Star Asset Management LLC, as Special Servicer of the Overlook at BallantyneMortgage Loan (Omitted. See Explanatory Notes.)

34.53      Computershare Trust Company, National Association, as Trustee of the Overlookat Ballantyne Mortgage Loan (Omitted. See Explanatory Notes.)

34.54      Computershare Trust Company, National Association,as Custodian of the Overlook at Ballantyne Mortgage Loan (see Exhibit 34.4)

34.55      Park Bridge Lender Services LLC, as OperatingAdvisor of the Overlook at Ballantyne Mortgage Loan (see Exhibit 34.5)

35           Servicer compliance statements.

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

35.2        LNR Partners, LLC, as Special Servicer

35.3        Computershare Trust Company, National Association,as Certificate Administrator

35.4        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Philadelphia Marriott DowntownMortgage Loan (see Exhibit 35.1)

35.5        LNR Partners, LLC, as Special Servicer of thePhiladelphia Marriott Downtown Mortgage Loan (see Exhibit 35.2)

35.6        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Sugar Land Town SquareMortgage Loan (see Exhibit 35.1)

35.7        LNR Partners, LLC, as Special Servicer of the SugarLand Town Square Mortgage Loan (see Exhibit 35.2)

35.8        Wells Fargo Bank, National Association, as Primary Servicer of the 11 West 42ndStreet Mortgage Loan (Omitted. See Explanatory Notes.)  

35.9        Greystone Servicing Company LLC, as SpecialServicer of the 11 West 42nd Street Mortgage Loan

35.10      KeyBank National Association, as Primary Servicerof the Piazza Alta Mortgage Loan

35.11      Greystone Servicing Company LLC, as SpecialServicer of the Piazza Alta Mortgage Loan (see Exhibit 35.9)

35.12      KeyBank National Association, as Primary Servicerof the Westfarms Mortgage Loan (see Exhibit 35.10)

35.13      Greystone Servicing Company LLC, as SpecialServicer of the Westfarms Mortgage Loan (see Exhibit 35.9)

35.14      KeyBank National Association, as Primary Servicerof the Arcola Corporate Campus Mortgage Loan (see Exhibit 35.10)

35.15      Greystone Servicing Company LLC, as SpecialServicer of the Arcola Corporate Campus Mortgage Loan (see Exhibit 35.9)

35.16      KeyBank National Association, as Primary Servicerof the River Centre Mortgage Loan (see Exhibit 35.10)

35.17      Greystone Servicing Company LLC, as SpecialServicer of the River Centre Mortgage Loan (see Exhibit 35.9)

35.18      KeyBank National Association, as Primary Servicerof the 369 Lexington Avenue & 2 West 46th Street Mortgage Loan (see Exhibit35.10)

35.19      Greystone Servicing Company LLC, as SpecialServicer of the 369 Lexington Avenue & 2 West 46th Street Mortgage Loan(see Exhibit 35.9)

35.20      KeyBank National Association, as Primary Servicerof the Hilton Garden Inn Atlanta Downtown Mortgage Loan (see Exhibit 35.10)

35.21      Greystone Servicing Company LLC, as SpecialServicer of the Hilton Garden Inn Atlanta Downtown Mortgage Loan (see Exhibit35.9)

35.22      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Overlook at BallantyneMortgage Loan (see Exhibit 35.1)

35.23      K-Star Asset Management LLC, as Special Servicer of the Overlook at BallantyneMortgage Loan (Omitted. See Explanatory Notes.)

99.1        Mortgage Loan Purchase Agreement, dated as of December 7,2023, among Barclays Capital Real Estate Inc., Barclays Capital Holdings Inc.and Barclays Commercial Mortgage Securities LLC (filed as Exhibit 99.1 to theregistrant’s Current Report on Form 8-K filed on November 20, 2023 underCommission File No. 333-257737-11 and incorporated by reference herein)

99.2        Mortgage Loan Purchase Agreement, dated as of December 7,2023, between Starwood Mortgage Capital LLC and Barclays Commercial MortgageSecurities LLC (filed as Exhibit 99.2 to the registrant’s Current Report onForm 8-K filed on November 20, 2023 under Commission File No. 333-257737-11 andincorporated by reference herein)

99.3        Mortgage Loan Purchase Agreement, dated as of December 7,2023, among Societe Generale Financial Corporation, Société Générale, andBarclays Commercial Mortgage Securities LLC (filed as Exhibit 99.3 to theregistrant’s Current Report on Form 8-K filed on November 20, 2023 underCommission File No. 333-257737-11 and incorporated by reference herein)

99.4        Mortgage Loan Purchase Agreement, dated as of December 7,2023, between UBS AG, by and through its New York branch office at 1285 Avenueof the Americas, New York, New York, and Barclays Commercial MortgageSecurities LLC (filed as Exhibit 99.4 to the registrant’s Current Report onForm 8-K filed on November 20, 2023 under Commission File No. 333-257737-11 andincorporated by reference herein)

99.5        Mortgage Loan Purchase Agreement, dated as of December 7,2023, between Argentic Real Estate Finance 2 LLC and Barclays CommercialMortgage Securities LLC (filed as Exhibit 99.5 to the registrant’s CurrentReport on Form 8-K filed on November 20, 2023 under Commission File No. 333-257737-11and incorporated by reference herein)

99.6        Mortgage Loan Purchase Agreement, dated as of December 7,2023, between Bank of Montreal and Barclays Commercial Mortgage Securities LLC(filed as Exhibit 99.6 to the registrant’s Current Report on Form 8-K filed onNovember 20, 2023 under Commission File No. 333-257737-11 and incorporated byreference herein)

99.7        Mortgage Loan Purchase Agreement, dated as of December 7,2023, between German American Capital Corporation and Barclays CommercialMortgage Securities LLC (filed as Exhibit 99.7 to the registrant’s CurrentReport on Form 8-K filed on November 20, 2023 under Commission File No.333-257737-11 and incorporated by reference herein)

99.8        Mortgage Loan Purchase Agreement, dated as of December 7,2023, between LMF Commercial, LLC, and Barclays Commercial Mortgage SecuritiesLLC (filed as Exhibit 99.8 to the registrant’s Current Report on Form 8-K filedon November 20, 2023 under Commission File No. 333-257737-11 and incorporatedby reference herein)

99.9        Mortgage Loan Purchase Agreement, dated as of December 7,2023, among BSPRT CMBS Finance, LLC, Franklin BSP Realty Trust, Inc. andBarclays Commercial Mortgage Securities LLC (filed as Exhibit 99.9 to theregistrant’s Current Report on Form 8-K filed on November 20, 2023 underCommission File No. 333-257737-11 and incorporated by reference herein)

(b)   The exhibits required to be filed by theRegistrant pursuant to Item 601 of Regulation S-K are listed above.

(c)    Not Applicable.

 

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

Barclays Commercial MortgageSecurities LLC(Depositor)

/s/ DanielVinson

DanielVinson, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 15, 2024