**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: 333-257737-10**

**Central Index Key Number of the issuing entity:0001994342**

**BBCMS Mortgage Trust 2023-C22**

**(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: 0000927971**

**Bank of Montreal**

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

** **

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

**Bank of America, NationalAssociation**

**(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: 0001755531**

**Societe Generale FinancialCorporation**

**(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: 0001089877**

**KeyBank National Association**

**(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: 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)** | **38-4279479**

**38-4279480**

**38-7292541**

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

**Identification Number)** |
|------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------|

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

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

**(Address of principalexecutive offices 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-knownseasoned issuer, 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                                                                                                       Accelerated filer                                     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 mostrecently completed 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.) intowhich the document is incorporated: (1) Any annual report to security holders;(2) Any proxy or information statement; and (3) Any prospectus filed pursuantto Rule 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 RTL Retail Portfolio Mortgage Loan, TheMuse & Eden Pointe Mortgage Loan, the Outlet Shoppes at Atlanta MortgageLoan, the Regency Retail Portfolio Mortgage Loan and the Knoll Ridge ApartmentsMortgage Loan, which constituted approximately 9.9%, 9.5%, 7.2%, 5.8% and 3.6%,respectively, of the asset pool of the issuing entity as of its cut-off date,are each an asset of the issuing entity and are each part of a loan combinationthat includes (a) with respect to the RTL Retail Portfolio Mortgage Loan,eleven other *pari passu* loans, which are not assets of the issuingentity, (b) with respect to The Muse & Eden Pointe Mortgage Loan, one other*pari passu* loan, which is not an asset of the issuing entity, (c) withrespect to the Outlet Shoppes at Atlanta Mortgage Loan, two other *pari passu*loans, which are not assets of the issuing entity, (d) with respect to theRegency Retail Portfolio Mortgage Loan, two other *pari passu* loans,which are not assets of the issuing entity and (e) with respect to the KnollRidge Apartments Mortgage Loan, two other *pari passu* loans, which arenot assets of the issuing entity. These loan combinations, including the RTLRetail Portfolio Mortgage Loan, The Muse & Eden Pointe Mortgage Loan, theOutlet Shoppes at Atlanta Mortgage Loan, the Regency Retail Portfolio MortgageLoan and the Knoll Ridge Apartments Mortgage Loan, are being serviced andadministered pursuant to the Pooling and Servicing Agreement, which isincorporated by reference as Exhibit 4.1 to this 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 Healthcare Trust MOB Portfolio MortgageLoan, which constituted approximately 7.7% of the asset pool of the issuingentity as of its cut-off date.  The Healthcare Trust MOB PortfolioMortgage Loan is an asset of the issuing entity and is part of a loancombination that includes the Healthcare Trust MOB Portfolio Mortgage Loan andnine other *pari passu* loans, which are not assets of the issuing entity.A *pari passu* portion of the loan combination was securitized in theBBCMS Mortgage Trust 2023-C20 transaction, Commission File Number 333-257737-08(the “BBCMS 2023-C20 Transaction”). This loan combination, including theHealthcare Trust MOB Portfolio Mortgage Loan, is being serviced andadministered pursuant to the pooling and servicing agreement for the BBCMS2023-C20 Transaction, which is incorporated by reference as Exhibit 4.2 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 Skorpios Industrial Mortgage Loan and theMarriott Philadelphia West Mortgage Loan, which constituted approximately 2.2%and 0.7%, respectively, of the asset pool of the issuing entity as of itscut-off date.  The Skorpios Industrial Mortgage Loan and the MarriottPhiladelphia West Mortgage Loan are each an asset of the issuing entity and areeach part of a loan combination that includes the Skorpios Industrial MortgageLoan and or the Marriott Philadelphia West Mortgage Loan and two other *paripassu* loans, which are not assets of the issuing entity. A *pari passu*portion of each loan combination was securitized in the BMO 2023-C6 MortgageTrust transaction, Commission File Number 333-255934-07 (the “BMO 2023-C6Transaction”). These loan combinations, including the Skorpios IndustrialMortgage Loan and the Marriott Philadelphia West Mortgage Loan, are beingserviced and administered pursuant to the pooling and servicing agreement forthe BMO 2023-C6 Transaction, which is incorporated by reference as Exhibit 4.3to this 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 Rhino Retail Portfolio 2 Mortgage Loan,which constituted approximately 6.6% of the asset pool of the issuing entity asof its cut-off date.  The Rhino Retail Portfolio 2 Mortgage Loan is anasset of the issuing entity and is part of a loan combination that includes theRhino Retail Portfolio 2 Mortgage Loan and three other *pari passu* loans,which are not assets of the issuing entity. A *pari passu* portion of theloan combination was securitized in the BBCMS Mortgage Trust 2023-C21transaction, Commission File Number 333-257737-09 (the “BBCMS 2023-C21Transaction”). This loan combination, including the Rhino Retail Portfolio2 Mortgage Loan, is being serviced and administered pursuant to the pooling andservicing agreement for the BBCMS 2023-C21 Transaction, which is incorporatedby reference as Exhibit 4.4 to this 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 CX – 250 Water Street Mortgage Loan and the60 Hudson Mortgage Loan, which constituted approximately 7.2% and 5.8%,respectively, of the asset pool of the issuing entity as of its cut-offdate.  The CX – 250 Water Street Mortgage Loan and 60 Hudson Mortgage Loanare each an asset of the issuing entity and are each part of a loan combinationthat includes (a) with respect to the CX – 250 Water Street Mortgage Loan,twenty other *pari passu* loans, which are not assets of the issuingentity or (b) with respect to the 60 Hudson Mortgage Loan, eight other *paripassu* loans, which are not assets of the issuing entity. The loancombination, including the CX – 250 Water Street Mortgage Loan, was servicedunder the pooling and servicing agreement for the BANK 2023-BNK45 transaction,and the loan combination, including the 60 Hudson Mortgage Loan, was servicedunder the Pooling and Servicing Agreement for the issuing entity, prior to theclosing of the securitization of a *pari passu* portion of the CX – 250Water Street loan combination and the 60 Hudson loan combination in the MSWFCommercial Mortgage Trust 2023-2 transaction, Commission File Number333-257991-09 (the “MSWF 2023-2 Transaction”).  After the closingof the MSWF 2023-2 Transaction on December 21, 2023, these loan combinations,including the CX – 250 Water Street Mortgage Loan and the 60 Hudson MortgageLoan were, and will continue to be, serviced and administered pursuant to thepooling and servicing agreement with respect to the MSWF 2023-2 Transaction,which is incorporated by reference as Exhibit 4.5 to this Annual Report on Form10-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 Rhino Retail Portfolio 2 Mortgage Loan and the Marriott Philadelphia WestMortgage Loan. As a result, Midland Loan Services, a Division of PNC Bank,National Association is a “servicer” as defined in Item 1108(a)(2)(iii) ofRegulation AB, in the capacities described above, because it is servicingmortgage loans that constituted 10% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria, accountants’ attestation reports and servicer compliance statementsdelivered by Midland Loan Services, a Division of PNC Bank, NationalAssociation in the capacities described above are listed in the Exhibit Index.

Rialto Capital Advisors, LLC isthe special servicer of the mortgage loans serviced under the Pooling andServicing Agreement, the Skorpios Industrial Mortgage Loan and the MarriottPhiladelphia West Mortgage Loan. As a result, Rialto Capital Advisors, LLC is a“servicer” as defined in Item 1108(a)(2)(iii) of Regulation AB, in thecapacities described above, because it is servicing mortgage loans thatconstituted 10% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria,accountants’ attestation reports and servicer compliance statements deliveredby Rialto Capital Advisors, LLC in the capacities described above are listed inthe Exhibit Index.

Computershare Trust Company,National Association is the custodian of the mortgage loans serviced under thePooling and Servicing Agreement, the Healthcare Trust MOB Portfolio MortgageLoan, the CX – 250 Water Street Mortgage Loan, the Rhino Retail Portfolio 2Mortgage Loan, the 60 Hudson Mortgage Loan, the Skorpios Industrial MortgageLoan and the Marriott Philadelphia West Mortgage Loan.  As a result,Computershare Trust Company, National Association is a servicing functionparticipant in the capacities described above, because it is servicing mortgageloans that constituted 5% or more of the assets of the issuing entity as of itscut-off date. The assessments of compliance with applicable servicing criteriaand accountants’ attestation reports delivered by Computershare Trust Company,National Association in the capacities described above are listed in theExhibit Index.

Park Bridge Lender Services LLC isthe operating advisor of the Healthcare Trust MOB Portfolio Mortgage Loan, theSkorpios Industrial Mortgage Loan and the Marriott Philadelphia West MortgageLoan.  As a result, Park Bridge Lender Services LLC 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 Park Bridge LenderServices LLC in the capacities described above are listed in the Exhibit Index.

Wells Fargo Bank, NationalAssociation is the primary servicer of the CX – 250 Water Street Mortgage Loanand the 60 Hudson Mortgage Loan. As a result, Wells Fargo Bank, 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 Wells Fargo Bank, National Association in the capacities described above arelisted in the Exhibit Index.

Argentic Services Company LP isthe special servicer of the CX – 250 Water Street Mortgage Loan and the 60Hudson Mortgage Loan. As a result, Argentic Services Company LP is a “servicer”as defined in Item 1108(a)(2)(iii) of Regulation AB, in the capacitiesdescribed above, because it is servicing mortgage loans that constituted 10% ormore of the assets of the issuing entity as of its cut-off date. Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements delivered by ArgenticServices Company LP in the capacities described above are listed in the ExhibitIndex.

Computershare Trust Company,National Association acts as trustee of the RTL Retail Portfolio Mortgage Loan,The Muse & Eden Pointe Mortgage Loan, the Outlet Shoppes at AtlantaMortgage Loan, the Regency Retail Portfolio Mortgage Loan, the Knoll RidgeApartments Mortgage Loan, the Healthcare Trust MOB Portfolio Mortgage Loan, theSkorpios Industrial Mortgage Loan, the Marriott Philadelphia West MortgageLoan, the Rhino Retail Portfolio 2 Mortgage Loan, the CX – 250 Water StreetMortgage Loan and the 60 Hudson Mortgage Loan.  Pursuant to the Poolingand Servicing Agreement, the pooling and servicing agreement for the BBCMS2023-C20 Transaction, the pooling and servicing agreement for the BMO 2023-C6Transaction, the pooling and servicing agreement for the BBCMS 2023-C21Transaction and the pooling and servicing agreement for the MSWF 2023-2Transaction, the trustee is required to provide an assessment of compliancewith applicable servicing criteria solely with respect to Item 1122(d)(2)(iii)of Regulation AB (regarding advances of funds or guarantees regardingcollections, cash flows or distributions, and any interest or other feescharged for such advances, are made, reviewed and approved as specified in thetransaction agreements). However, during the reporting period, the trustee didnot 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 theassessment of compliance with applicable servicing criteria and accountant’sattestation report for the subject transaction.  As a result, this AnnualReport on Form 10-K does not include an assessment of compliance withapplicable servicing criteria of the trustee. One or more other servicers ofthe RTL Retail Portfolio Mortgage Loan, The Muse & Eden Pointe MortgageLoan, the Outlet Shoppes at Atlanta Mortgage Loan, the Regency Retail PortfolioMortgage Loan, the Knoll Ridge Apartments Mortgage Loan, the Healthcare TrustMOB Portfolio Mortgage Loan, the Skorpios Industrial Mortgage Loan, theMarriott Philadelphia West Mortgage Loan, the Rhino Retail Portfolio 2 MortgageLoan, the CX – 250 Water Street Mortgage Loan and the 60 Hudson Mortgage Loanhave delivered one or more assessments of compliance with respect to Item1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Solutions, LLC.  Thisentity was engaged by the primary servicer of the CX – 250 Water StreetMortgage Loan and the 60 Hudson Mortgage Loan to remit tax payments receivedfrom the escrow accounts of borrowers to local taxing authorities, to reporttax amounts due, to verify tax parcel information, and to verify non-escrow taxpayments. These servicing functions are included within the servicing criteriaset forth in Items 1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB. Therefore, under the principles-based definition of “servicer” set forth in Item1101(j) of Regulation AB that looks to the functions that an entity performs,this vendor is a “servicer” for the purposes of Item 1122 of RegulationAB.  *See* Compliance and Disclosure Interpretations, Section 301.01(Item 1101(j)).

Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements of the certificateadministrator of the Healthcare Trust MOB Portfolio Mortgage Loan, the SkorpiosIndustrial Mortgage Loan, the Marriott Philadelphia West Mortgage Loan, theRhino Retail Portfolio 2 Mortgage Loan, the CX – 250 Water Street Mortgage Loanand the 60 Hudson Mortgage Loan are omitted from this Annual Report on Form10-K as the certificate administrator pursuant to the related pooling andservicing agreement or trust and servicing agreement does not perform anyactivities that address servicing criteria with respect to the issuing entityand because they are each not a “servicer” that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB.

With respect to the *pari passu*loan combination that includes the Rhino Retail Portfolio 2 Mortgage Loan, theservicer compliance statement of 3650 REIT Loan Servicing LLC as specialservicer of the Rhino Retail Portfolio 2 Mortgage Loan, listed on the ExhibitIndex is omitted from this Annual Report on Form 10-K as it is not required byItem 1123 of Regulation AB to be included on this Annual Report on Form 10-Kbecause it is an unaffiliated party that is not a “servicer” that meets the criteriain Item 1108(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 October 23, 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 Healthcare Trust MOB PortfolioMortgage Loan, which is being serviced and administered pursuant to the poolingand servicing agreement for the BBCMS 2023-C20 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to thepooling and servicing agreement for the BBCMS 2023-C20 Transaction incorporatedby reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the BBCMS2023-C20 Transaction responsible for each applicable servicing criteria setforth 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 Skorpios Industrial Mortgage Loanand the Marriott Philadelphia West Mortgage Loan, which are being serviced andadministered pursuant to the pooling and servicing agreement for the BMO2023-C6 Transaction, are attached hereto under Item 15 to this Annual Report onForm 10-K. Attached as Exhibit O to the pooling and servicing agreement for theBMO 2023-C6 Transaction incorporated by reference as Exhibit 4.3 to this AnnualReport on Form 10-K is a chart identifying the entities participating in aservicing function for the BMO 2023-C6 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 Rhino Retail Portfolio 2 MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the BBCMS 2023-C21 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to thepooling and servicing agreement for the BBCMS 2023-C21 Transaction incorporatedby reference as Exhibit 4.4 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the BBCMS2023-C21 Transaction responsible for each applicable servicing criteria setforth 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 CX – 250 Water Street MortgageLoan and the 60 Hudson Mortgage Loan, which are being serviced and administeredpursuant to the pooling and servicing agreement for the MSWF 2023-2Transaction, are attached hereto under Item 15 to this Annual Report on Form10-K. Attached as Exhibit Z to the pooling and servicing agreement for the MSWF2023-2 Transaction incorporated by reference as Exhibit 4.5 to this AnnualReport on Form 10-K is a chart identifying the entities participating in aservicing function for the MSWF 2023-2 Transaction responsible for eachapplicable servicing criteria 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 ofthis Annual Report on Form 10-K:

(1) Not applicable

(2) Not applicable

(3) See below

 

4.1          Poolingand Servicing Agreement, dated as of November 1, 2023, among BarclaysCommercial Mortgage Securities LLC, as Depositor, Midland Loan Services, aDivision of PNC Bank, National Association, as Master Servicer, Rialto CapitalAdvisors, LLC, as Special Servicer, Computershare Trust Company, NationalAssociation, as Certificate Administrator and as Trustee, and PentalphaSurveillance LLC, as Operating Advisor and as Asset Representations Reviewer(filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed onOctober 23, 2023 under Commission File No. 333-257737-10 and incorporated byreference herein)

4.2          Poolingand Servicing Agreement, dated 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, NationalAssociation, as Certificate Administrator and as Trustee, and Park BridgeLender Services LLC, as Operating Advisor and as Asset Representations Reviewer(filed as Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed onOctober 23, 2023 under Commission File No. 333-257737-10 and incorporated byreference herein)

4.3          Poolingand Servicing Agreement, dated as of August 1, 2023, among BMO CommercialMortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNCBank, National Association, as Master Servicer, Rialto Capital Advisors, LLC,as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor andAsset Representations Reviewer, Computershare Trust Company, NationalAssociation, as Certificate Administrator, and Computershare Trust Company,National Association, as Trustee (filed as Exhibit 4.5 to the registrant’sCurrent Report on Form 8-K filed on October 23, 2023 under Commission File No.333-257737-10 and incorporated by reference herein)

4.4          Poolingand Servicing Agreement, dated as of October 1, 2023, among Barclays CommercialMortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNCBank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC,as Special Servicer, Computershare Trust Company, National Association, asCertificate Administrator and as Trustee, and BellOak, LLC, as OperatingAdvisor and as Asset Representations Reviewer (filed as Exhibit 4.4 to the registrant’sCurrent Report on Form 8-K filed on October 23, 2023 under Commission File No.333-257737-10 and incorporated by reference herein)

4.5          Poolingand Servicing Agreement, dated as of December 1, 2023, among Wells FargoCommercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, NationalAssociation, as Master Servicer, Argentic Services Company LP, as SpecialServicer, Computershare Trust Company, National Association, as CertificateAdministrator and as Trustee, and BellOak, LLC, as Operating Advisor and asAsset Representations Reviewer (filed as Exhibit 4.1 to the registrant’sCurrent Report on Form 8-K filed on December 22, 2023 under Commission File No.333-257737-10 and incorporated by reference herein)

4.6          AgreementBetween Note Holders, dated as of August 30, 2023, by and between BarclaysCapital Real Estate Inc., as Initial Note A-1 Holder, Barclays Capital RealEstate Inc., as Initial Note A-2 Holder, Barclays Capital Real Estate Inc., asInitial Note A-3 Holder, Société Générale Financial Corporation, as InitialNote A-4 Holder, Société Générale Financial Corporation, as Initial Note A-5Holder, Société Générale Financial Corporation, as Initial Note A-6 Holder,Société Générale Financial Corporation, as Initial Note A-7 Holder, KeyBankNational Association, as Initial Note A-12 Holder, KeyBank NationalAssociation, as Initial Note A-13 Holder, KeyBank National Association, asInitial Note A-14 Holder, KeyBank National Association, as Initial Note A-15 Holder,KeyBank National Association, as Initial Note A-16 Holder, KeyBank NationalAssociation, as Initial Note A-17 Holder, Bank of Montreal, as Initial Note A-8Holder, Bank of Montreal, as Initial Note A-9 Holder, Bank of Montreal, asInitial Note A-10 Holder, and Bank of Montreal, as Initial Note A-11 Holder(filed as Exhibit 4.6 to the registrant’s Current Report on Form 8-K filed onOctober 23, 2023 under Commission File No. 333-257737-10 and incorporated byreference herein)

4.7          Co-LenderAgreement, dated as of October 4, 2023, by and between Argentic Real EstateFinance 2 LLC, as Initial Note A-1-1 Holder, Argentic Real Estate Finance 2LLC, as Initial Note A-1-2 Holder, Argentic Real Estate Finance 2 LLC, asInitial Note A-1-3 Holder, Barclays Capital Real Estate Inc., as Initial NoteA-2-1 Holder, and Barclays Capital Real Estate Inc., as Initial Note A-2-2Holder (filed as Exhibit 4.7 to the registrant’s Current Report on Form 8-Kfiled on October 23, 2023 under Commission File No. 333-257737-10 andincorporated by reference herein)

4.8          AgreementBetween Note Holders, dated as of May 24, 2023, by and between Barclays CapitalReal Estate Inc., as Initial Note A-1 Holder, Barclays Capital Real Estate Inc.,as Initial Note A-2 Holder, Barclays Capital Real Estate Inc., as Initial NoteA-3 Holder, Barclays Capital Real Estate Inc., as Initial Note A-4 Holder,Barclays Capital Real Estate Inc., as Initial Note A-5 Holder, Barclays CapitalReal Estate Inc., as Initial Note A-6 Holder, Société Générale FinancialCorporation, as Initial Note A-7 Holder, Société Générale FinancialCorporation, as Initial Note A-8 Holder, Société Générale FinancialCorporation, as Initial Note A-9 Holder, Société Générale FinancialCorporation, as Initial Note A-10 Holder, Société Générale FinancialCorporation, as Initial Note A-11 Holder, KeyBank National Association, asInitial Note A-12 Holder, KeyBank National Association, as Initial Note A-13Holder, and KeyBank National Association, as Initial Note A-14 Holder (filed asExhibit 4.8 to the registrant’s Current Report on Form 8-K filed on October 23,2023 under Commission File No. 333-257737-10 and incorporated by referenceherein)

4.9          AgreementBetween Note Holders, dated as of January 27, 2023, by and between  Bank ofAmerica, National Association, as Initial Note A-1 Holder, Bank of America,National Association, as Initial Note A-2 Holder, Bank of America, NationalAssociation, as Initial Note A-3 Holder, Bank of America, National Association,as Initial Note A-4 Holder, Bank of America, National Association, as Initial NoteA-5 Holder, Bank of America, National Association, as Initial Note A-6 Holder,Bank of America, National Association, as Initial Note A-7 Holder, Bank ofAmerica, National Association, as Initial Note A-8 Holder, Wells Fargo Bank,National Association, as Initial Note A-9 Holder, Wells Fargo Bank, NationalAssociation, as Initial Note A-10 Holder, Wells Fargo Bank, NationalAssociation, as Initial Note A-11 Holder, Wells Fargo Bank, NationalAssociation, as Initial Note A-12 Holder, Wells Fargo Bank, NationalAssociation, as Initial Note A-13 Holder, Wells Fargo Bank, NationalAssociation, as Initial Note A-14 Holder, Wells Fargo Bank, NationalAssociation, as Initial Note A-15 Holder, Wells Fargo Bank, NationalAssociation, as Initial Note A-16 Holder, Goldman Sachs Bank USA, as InitialNote A-17 Holder, Goldman Sachs Bank USA, as Initial Note A-18 Holder, 3650Real Estate Investment Trust 2 LLC, as Initial Note A-19 Holder, and 3650 RealEstate Investment Trust 2 LLC, as Initial Note A-20 Holder (filed as Exhibit4.9 to the registrant’s Current Report on Form 8-K filed on October 23, 2023under Commission File No. 333-257737-10 and incorporated by reference herein)

4.10        AgreementBetween Note Holders, dated as of October 3, 2023, by and between BarclaysCapital Real Estate Inc., as Initial Note A-1 Holder, Barclays Capital RealEstate Inc., as Initial Note A-2 Holder, and Goldman Sachs Bank USA, as InitialNote A-3 Holder (filed as Exhibit 4.10 to the registrant’s Current Report onForm 8-K filed on October 23, 2023 under Commission File No. 333-257737-10 andincorporated by reference herein)

4.11        AgreementBetween Note Holders, dated as of July 28, 2023, by and between BarclaysCapital Real Estate Inc., as Initial Note A-1 Holder, Barclays Capital RealEstate Inc., as Initial Note A-2 Holder, Barclays Capital Real Estate Inc., asInitial Note A-3 Holder, Barclays Capital Real Estate Inc., as Initial Note A-4Holder, Bank of America, N.A., as Initial Note A-5 Holder, and Bank of America,N.A., as Initial Note A-6 Holder (filed as Exhibit 4.11 to the registrant’sCurrent Report on Form 8-K filed on October 23, 2023 under Commission File No.333-257737-10 and incorporated by reference herein)

4.12        AgreementBetween Note Holders, dated as of September 19, 2023 by and between MorganStanley Bank, N.A., as Initial Note A-1 Holder, Morgan Stanley Bank, N.A., asInitial Note A-2 Holder, Morgan Stanley Bank, N.A., as Initial Note A-3 Holder,Morgan Stanley Bank, N.A., as Initial Note A-4 Holder, Morgan Stanley Bank,N.A., as Initial Note A-5 Holder, Morgan Stanley Bank, N.A., as Initial Note A-6Holder, Morgan Stanley Bank, N.A., as Initial Note A-7 Holder, Morgan StanleyBank, N.A., as Initial Note A-8 Holder, Morgan Stanley Bank, N.A., as InitialNote A-9 Holder, Morgan Stanley Bank, N.A., as Initial Note A-10 Holder, andMorgan Stanley Mortgage Capital Holdings LLC, as Initial Agent (filed asExhibit 4.12 to the registrant’s Current Report on Form 8-K filed on October23, 2023 under Commission File No. 333-257737-10 and incorporated by referenceherein)

4.13        Co-LenderAgreement, dated as of October 1, 2023, by and between Bank of Montreal, asInitial Note A-1 Holder, Bank of Montreal, as Initial Note A-2 Holder, Bank ofMontreal, as Initial Note A-3 Holder, Bank of Montreal, as Initial Note A-4Holder, and Bank of Montreal, as Initial Note A-5 Holder (filed as Exhibit 4.13to the registrant’s Current Report on Form 8-K filed on October 23, 2023 underCommission File No. 333-257737-10 and incorporated by reference herein)

4.14        Co-LenderAgreement, dated as of October 1, 2023, by and between Bank of Montreal, asInitial Note A-1 Holder, Bank of Montreal, as Initial Note A-2 Holder, and Bankof Montreal, as Initial Note A-3 Holder (filed as Exhibit 4.14 to theregistrant’s Current Report on Form 8-K filed on October 23, 2023 underCommission File No. 333-257737-10 and incorporated by reference herein)

4.15        AgreementBetween Noteholders, dated as of August 1, 2023, is by and among KeyBankNational Association, as Initial Note A-1 Holder, KeyBank National Association,as Initial Note A-2 Holder, Argentic Real Estate Finance 2 LLC, as Initial NoteA-3 Holder, and Argentic Real Estate Finance 2 LLC, as Initial Note A-4 Holder(filed as Exhibit 4.15 to the registrant’s Current Report on Form 8-K filed onOctober 23, 2023 under Commission File No. 333-257737-10 and incorporated byreference herein)

4.16        Co-LenderAgreement, dated as of June 30, 2023, by and between Wells Fargo Bank, NationalAssociation, as Initial Note A-1 Holder, and Wells Fargo Bank, NationalAssociation, as Initial Note A-2 Holder (filed as Exhibit 4.16 to theregistrant’s Current Report on Form 8-K filed on October 23, 2023 underCommission File No. 333-257737-10 and incorporated by reference herein)

4.17        PrimaryServicing Agreement, dated as of November 1, 2023, between Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer, andKeyBank National Association, as Primary Servicer (filed as Exhibit 4.17 to theregistrant’s Current Report on Form 8-K filed on October 23, 2023 underCommission File No. 333-257737-10 and incorporated by reference herein)

4.18        PrimaryServicing Agreement, dated as of August 1, 2023, between Midland Loan Services,a Division of PNC Bank, National Association, as Master Servicer, and KeyBankNational Association, as Primary Servicer (filed as Exhibit 4.1 to theregistrant’s Current Report on Form 8-K filed on December 22, 2023 underCommission File No. 333-257737-10 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-backed securities.

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

33.2        Rialto Capital Advisors, 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        Pentalpha Surveillance LLC, as Operating Advisor

33.6        KeyBank National Association, as Primary Servicer

33.7        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the RTL Retail Portfolio MortgageLoan (see Exhibit 33.1)

33.8        Rialto Capital Advisors, LLC, as Special Servicerof the RTL Retail Portfolio Mortgage Loan (see Exhibit 33.2)

33.9        Computershare Trust Company, National Association, as Trustee of the RTL RetailPortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

33.10      Computershare Trust Company, National Association,as Custodian of the RTL Retail Portfolio Mortgage Loan (see Exhibit 33.4)

33.11      Pentalpha Surveillance LLC, as Operating Advisor ofthe RTL Retail Portfolio Mortgage Loan (see Exhibit 33.5)

33.12      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of The Muse & Eden PointeMortgage Loan (see Exhibit 33.1)

33.13      Rialto Capital Advisors, LLC, as Special Servicerof The Muse & Eden Pointe Mortgage Loan (see Exhibit 33.2)

33.14      Computershare Trust Company, National Association, as Trustee of The Muse &Eden Pointe Mortgage Loan (Omitted. See Explanatory Notes.)

33.15      Computershare Trust Company, National Association,as Custodian of The Muse & Eden Pointe Mortgage Loan (see Exhibit 33.4)

33.16      Pentalpha Surveillance LLC, as Operating Advisor ofThe Muse & Eden Pointe Mortgage Loan (see Exhibit 33.5)

33.17      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Outlet Shoppes at AtlantaMortgage Loan (see Exhibit 33.1)

33.18      Rialto Capital Advisors, LLC, as Special Servicerof the Outlet Shoppes at Atlanta Mortgage Loan (see Exhibit 33.2)

33.19      Computershare Trust Company, National Association, as Trustee of the OutletShoppes at Atlanta Mortgage Loan (Omitted. See Explanatory Notes.)

33.20      Computershare Trust Company, National Association,as Custodian of the Outlet Shoppes at Atlanta Mortgage Loan (see Exhibit 33.4)

33.21      Pentalpha Surveillance LLC, as Operating Advisor ofthe Outlet Shoppes at Atlanta Mortgage Loan (see Exhibit 33.5)

33.22      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Regency Retail PortfolioMortgage Loan (see Exhibit 33.1)

33.23      Rialto Capital Advisors, LLC, as Special Servicerof the Regency Retail Portfolio Mortgage Loan (see Exhibit 33.2)

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

33.25      Computershare Trust Company, National Association,as Custodian of the Regency Retail Portfolio Mortgage Loan (see Exhibit 33.4)

33.26      Pentalpha Surveillance LLC, as Operating Advisor ofthe Regency Retail Portfolio Mortgage Loan (see Exhibit 33.5)

33.27      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Knoll Ridge ApartmentsMortgage Loan (see Exhibit 33.1)

33.28      Rialto Capital Advisors, LLC, as Special Servicerof the Knoll Ridge Apartments Mortgage Loan (see Exhibit 33.2)

33.29      Computershare Trust Company, National Association, as Trustee of the KnollRidge Apartments Mortgage Loan (Omitted. See Explanatory Notes.)

33.30      Computershare Trust Company, National Association,as Custodian of the Knoll Ridge Apartments Mortgage Loan (see Exhibit 33.4)

33.31      Pentalpha Surveillance LLC, as Operating Advisor ofthe Knoll Ridge Apartments Mortgage Loan (see Exhibit 33.5)

33.32      KeyBank National Association, as Primary Servicerof the Healthcare Trust MOB Portfolio Mortgage Loan (see Exhibit 33.6)

33.33      LNR Partners, LLC, as Special Servicer of the HealthcareTrust MOB Portfolio Mortgage Loan

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

33.35      Computershare Trust Company, National Association,as Custodian of the Healthcare Trust MOB Portfolio Mortgage Loan (see Exhibit33.4)

33.36      Park Bridge Lender Services LLC, as OperatingAdvisor of the Healthcare Trust MOB Portfolio Mortgage Loan

33.37      KeyBank National Association, as Primary Servicerof the Skorpios Industrial Mortgage Loan (see Exhibit 33.6)

33.38      Rialto Capital Advisors, LLC, as Special Servicerof the Skorpios Industrial Mortgage Loan (see Exhibit 33.2)

33.39      Computershare Trust Company, National Association, as Trustee of the SkorpiosIndustrial Mortgage Loan (Omitted. See Explanatory Notes.)

33.40      Computershare Trust Company, National Association,as Custodian of the Skorpios Industrial Mortgage Loan (see Exhibit 33.4)

33.41      Park Bridge Lender Services LLC, as OperatingAdvisor of the Skorpios Industrial Mortgage Loan (see Exhibit 33.36)

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

33.43      Rialto Capital Advisors, LLC, as Special Servicerof the Marriott Philadelphia West Mortgage Loan (see Exhibit 33.2)

33.44      Computershare Trust Company, National Association, as Trustee of the MarriottPhiladelphia West Mortgage Loan (Omitted. See Explanatory Notes.) 

33.45      Computershare Trust Company, National Association,as Custodian of the Marriott Philadelphia West Mortgage Loan (see Exhibit 33.4)

33.46      Park Bridge Lender Services LLC, as OperatingAdvisor of the Marriott Philadelphia West Mortgage Loan (see Exhibit 33.36)

33.47      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Rhino Retail Portfolio 2Mortgage Loan (see Exhibit 33.1)

33.48      3650 REIT Loan Servicing LLC, as Special Servicerof the Rhino Retail Portfolio 2 Mortgage Loan

33.49      Computershare Trust Company, National Association, as Trustee of the RhinoRetail Portfolio 2 Mortgage Loan (Omitted. See Explanatory Notes.) 

33.50      Computershare Trust Company, National Association,as Custodian of the Rhino Retail Portfolio 2 Mortgage Loan (see Exhibit 33.4)

33.51      BellOak, LLC, as Operating Advisor of the RhinoRetail Portfolio 2 Mortgage Loan

33.52      Wells Fargo Bank, National Association, as PrimaryServicer of the CX – 250 Water Street Mortgage Loan

33.53      Argentic Services Company LP, as Special Servicerof the CX – 250 Water Street Mortgage Loan

33.54      Computershare Trust Company, National Association, as Trustee of the CX – 250Water Street Mortgage Loan (Omitted. See Explanatory Notes.)

33.55      Computershare Trust Company, National Association,as Custodian of the CX – 250 Water Street Mortgage Loan (see Exhibit 33.4)

33.56      BellOak, LLC, as Operating Advisor of the CX – 250Water Street Mortgage Loan (see Exhibit 33.51)

33.57      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the CX – 250 Water Street Mortgage Loan

33.58      Wells Fargo Bank, National Association, as PrimaryServicer of the 60 Hudson Mortgage Loan (see Exhibit 33.52)

33.59      Argentic Services Company LP, as Special Servicerof the 60 Hudson Mortgage Loan (see Exhibit 33.53)

33.60      Computershare Trust Company, National Association, as Trustee of the 60 HudsonMortgage Loan (Omitted. See Explanatory Notes.)

33.61      Computershare Trust Company, National Association,as Custodian of the 60 Hudson Mortgage Loan (see Exhibit 33.4)

33.62      BellOak, LLC, as Operating Advisor of the 60Hudson Mortgage Loan (see Exhibit 33.51)

33.63      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 60 Hudson Mortgage Loan (see Exhibit 33.57)

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        Rialto Capital Advisors, LLC, as Special Servicer

34.3        Computershare Trust Company, National Association, asTrustee and Certificate Administrator

34.4        Computershare Trust Company, National Association,as Custodian

34.5        Pentalpha Surveillance LLC, as Operating Advisor

34.6        KeyBank National Association, as Primary Servicer

34.7        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the RTL Retail Portfolio MortgageLoan (see Exhibit 34.1)

34.8        Rialto Capital Advisors, LLC, as Special Servicerof the RTL Retail Portfolio Mortgage Loan (see Exhibit 34.2)

34.9        Computershare Trust Company, National Association, as Trustee of the RTL RetailPortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

34.10      Computershare Trust Company, National Association,as Custodian of the RTL Retail Portfolio Mortgage Loan (see Exhibit 34.4)

34.11      Pentalpha Surveillance LLC, as Operating Advisor ofthe RTL Retail Portfolio Mortgage Loan (see Exhibit 34.5)

34.12      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of The Muse & Eden PointeMortgage Loan (see Exhibit 34.1)

34.13      Rialto Capital Advisors, LLC, as Special Servicerof The Muse & Eden Pointe Mortgage Loan (see Exhibit 34.2)

34.14      Computershare Trust Company, National Association, as Trustee of The Muse &Eden Pointe Mortgage Loan (Omitted. See Explanatory Notes.)

34.15      Computershare Trust Company, National Association,as Custodian of The Muse & Eden Pointe Mortgage Loan (see Exhibit 34.4)

34.16      Pentalpha Surveillance LLC, as Operating Advisor ofThe Muse & Eden Pointe Mortgage Loan (see Exhibit 34.5)

34.17      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Outlet Shoppes at AtlantaMortgage Loan (see Exhibit 34.1)

34.18      Rialto Capital Advisors, LLC, as Special Servicerof the Outlet Shoppes at Atlanta Mortgage Loan (see Exhibit 34.2)

34.19      Computershare Trust Company, National Association, as Trustee of the OutletShoppes at Atlanta Mortgage Loan (Omitted. See Explanatory Notes.)

34.20      Computershare Trust Company, National Association,as Custodian of the Outlet Shoppes at Atlanta Mortgage Loan (see Exhibit 34.4)

34.21      Pentalpha Surveillance LLC, as Operating Advisor ofthe Outlet Shoppes at Atlanta Mortgage Loan (see Exhibit 34.5)

34.22      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Regency Retail PortfolioMortgage Loan (see Exhibit 34.1)

34.23      Rialto Capital Advisors, LLC, as Special Servicerof the Regency Retail Portfolio Mortgage Loan (see Exhibit 34.2)

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

34.25      Computershare Trust Company, National Association,as Custodian of the Regency Retail Portfolio Mortgage Loan (see Exhibit 34.4)

34.26      Pentalpha Surveillance LLC, as Operating Advisor ofthe Regency Retail Portfolio Mortgage Loan (see Exhibit 34.5)

34.27      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Knoll Ridge ApartmentsMortgage Loan (see Exhibit 34.1)

34.28      Rialto Capital Advisors, LLC, as Special Servicerof the Knoll Ridge Apartments Mortgage Loan (see Exhibit 34.2)

34.29      Computershare Trust Company, National Association, as Trustee of the KnollRidge Apartments Mortgage Loan (Omitted. See Explanatory Notes.)

34.30      Computershare Trust Company, National Association,as Custodian of the Knoll Ridge Apartments Mortgage Loan (see Exhibit 34.4)

34.31      Pentalpha Surveillance LLC, as Operating Advisor ofthe Knoll Ridge Apartments Mortgage Loan (see Exhibit 34.5)

34.32      KeyBank National Association, as Primary Servicerof the Healthcare Trust MOB Portfolio Mortgage Loan (see Exhibit 34.6)

34.33      LNR Partners, LLC, as Special Servicer of theHealthcare Trust MOB Portfolio Mortgage Loan

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

34.35      Computershare Trust Company, National Association,as Custodian of the Healthcare Trust MOB Portfolio Mortgage Loan (see Exhibit34.4)

34.36      Park Bridge Lender Services LLC, as OperatingAdvisor of the Healthcare Trust MOB Portfolio Mortgage Loan

34.37      KeyBank National Association, as Primary Servicerof the Skorpios Industrial Mortgage Loan (see Exhibit 34.6)

34.38      Rialto Capital Advisors, LLC, as Special Servicerof the Skorpios Industrial Mortgage Loan (see Exhibit 34.2)

34.39      Computershare Trust Company, National Association, as Trustee of the SkorpiosIndustrial Mortgage Loan (Omitted. See Explanatory Notes.)

34.40      Computershare Trust Company, National Association,as Custodian of the Skorpios Industrial Mortgage Loan (see Exhibit 34.4)

34.41      Park Bridge Lender Services LLC, as OperatingAdvisor of the Skorpios Industrial Mortgage Loan (see Exhibit 34.36)

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

34.43      Rialto Capital Advisors, LLC, as Special Servicerof the Marriott Philadelphia West Mortgage Loan (see Exhibit 34.2)

34.44      Computershare Trust Company, National Association, as Trustee of the MarriottPhiladelphia West Mortgage Loan (Omitted. See Explanatory Notes.) 

34.45      Computershare Trust Company, National Association,as Custodian of the Marriott Philadelphia West Mortgage Loan (see Exhibit 34.4)

34.46      Park Bridge Lender Services LLC, as OperatingAdvisor of the Marriott Philadelphia West Mortgage Loan (see Exhibit 34.36)

34.47      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Rhino Retail Portfolio 2Mortgage Loan (see Exhibit 34.1)

34.48      3650 REIT Loan Servicing LLC, as Special Servicerof the Rhino Retail Portfolio 2 Mortgage Loan

34.49      Computershare Trust Company, National Association, as Trustee of the RhinoRetail Portfolio 2 Mortgage Loan (Omitted. See Explanatory Notes.) 

34.50      Computershare Trust Company, National Association,as Custodian of the Rhino Retail Portfolio 2 Mortgage Loan (see Exhibit 34.4)

34.51      BellOak, LLC, as Operating Advisor of the RhinoRetail Portfolio 2 Mortgage Loan

34.52      Wells Fargo Bank, National Association, as PrimaryServicer of the CX – 250 Water Street Mortgage Loan

34.53      Argentic Services Company LP, as Special Servicerof the CX – 250 Water Street Mortgage Loan

34.54      Computershare Trust Company, National Association, as Trustee of the CX – 250Water Street Mortgage Loan (Omitted. See Explanatory Notes.)

34.55      Computershare Trust Company, National Association,as Custodian of the CX – 250 Water Street Mortgage Loan (see Exhibit 34.4)

34.56      BellOak, LLC, as Operating Advisor of the CX – 250Water Street Mortgage Loan (see Exhibit 34.51)

34.57      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the CX – 250 Water Street Mortgage Loan

34.58      Wells Fargo Bank, National Association, as PrimaryServicer of the 60 Hudson Mortgage Loan (see Exhibit 34.52)

34.59      Argentic Services Company LP, as Special Servicerof the 60 Hudson Mortgage Loan (see Exhibit 34.53)

34.60      Computershare Trust Company, National Association, as Trustee of the 60 HudsonMortgage Loan (Omitted. See Explanatory Notes.)

34.61      Computershare Trust Company, National Association,as Custodian of the 60 Hudson Mortgage Loan (see Exhibit 34.4)

34.62      BellOak, LLC, as Operating Advisor of the 60Hudson Mortgage Loan (see Exhibit 34.51)

34.63      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 60 Hudson Mortgage Loan (see Exhibit 34.57)

35           Servicer compliance statements.

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

35.2        Rialto Capital Advisors, LLC, as Special Servicer

35.3        Computershare Trust Company, National Association,as Certificate Administrator

35.4        KeyBank National Association, as Primary Servicer

35.5        Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Primary Servicer of the RTL Retail Portfolio Mortgage Loan (seeExhibit 35.1)

35.6        Rialto Capital Advisors, LLC, as Special Servicerof the RTL Retail Portfolio Mortgage Loan (see Exhibit 35.2)

35.7        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of The Muse & Eden PointeMortgage Loan (see Exhibit 35.1)

35.8        Rialto Capital Advisors, LLC, as Special Servicerof The Muse & Eden Pointe Mortgage Loan (see Exhibit 35.2)

35.9        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Outlet Shoppes at AtlantaMortgage Loan (see Exhibit 35.1)

35.10      Rialto Capital Advisors, LLC, as Special Servicerof the Outlet Shoppes at Atlanta Mortgage Loan (see Exhibit 35.2)

35.11      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Regency Retail PortfolioMortgage Loan (see Exhibit 35.1)

35.12      Rialto Capital Advisors, LLC, as Special Servicerof the Regency Retail Portfolio Mortgage Loan (see Exhibit 35.2)

35.13      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Knoll Ridge ApartmentsMortgage Loan (see Exhibit 35.1)

35.14      Rialto Capital Advisors, LLC, as Special Servicerof the Knoll Ridge Apartments Mortgage Loan (see Exhibit 35.2)

35.15      KeyBank National Association, as Primary Servicerof the Healthcare Trust MOB Portfolio Mortgage Loan (see Exhibit 35.4)

35.16      LNR Partners, LLC, as Special Servicer of theHealthcare Trust MOB Portfolio Mortgage Loan

35.17      KeyBank National Association, as Primary Servicerof the Skorpios Industrial Mortgage Loan (see Exhibit 35.4)

35.18      Rialto Capital Advisors, LLC, as Special Servicerof the Skorpios Industrial Mortgage Loan (see Exhibit 35.2)

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

35.20      Rialto Capital Advisors, LLC, as Special Servicerof the Marriott Philadelphia West Mortgage Loan (see Exhibit 35.2)

35.21      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Rhino Retail Portfolio 2Mortgage Loan (see Exhibit 35.1)

35.22      3650 REIT Loan Servicing LLC, as Special Servicer of the Rhino Retail Portfolio2 Mortgage Loan (Omitted. See Explanatory Notes.)

35.23      Wells Fargo Bank, National Association, as PrimaryServicer of the CX – 250 Water Street Mortgage Loan

35.24      Argentic Services Company LP, as Special Servicerof the CX – 250 Water Street Mortgage Loan

35.25      Wells Fargo Bank, National Association, as PrimaryServicer of the 60 Hudson Mortgage Loan (see Exhibit 35.23)

35.26       Argentic Services Company LP, as Special Servicer ofthe 60 Hudson Mortgage Loan (see Exhibit 35.24)

99.1        MortgageLoan Purchase Agreement, dated as of November 9, 2023, among Barclays CapitalReal Estate Inc., Barclays Capital Holdings Inc. and Barclays CommercialMortgage Securities LLC (filed as Exhibit 99.1 to the registrant’s CurrentReport on Form 8-K filed on October 23, 2023 under Commission File No.333-257737-10 and incorporated by reference herein)

99.2        MortgageLoan Purchase Agreement, dated as of November 9, 2023, between Bank of Montrealand Barclays Commercial Mortgage Securities LLC (filed as Exhibit 99.2 to theregistrant’s Current Report on Form 8-K filed on October 23, 2023 underCommission File No. 333-257737-10 and incorporated by reference herein)

99.3        MortgageLoan Purchase Agreement, dated as of November 9, 2023, between Bank of America,National Association and Barclays Commercial Mortgage Securities LLC (filed asExhibit 99.3 to the registrant’s Current Report on Form 8-K filed on October23, 2023 under Commission File No. 333-257737-10 and incorporated by referenceherein)

99.4        MortgageLoan Purchase Agreement, dated as of November 9, 2023, between Argentic RealEstate Finance 2 LLC and Barclays Commercial Mortgage Securities LLC (filed asExhibit 99.4 to the registrant’s Current Report on Form 8-K filed on October23, 2023 under Commission File No. 333-257737-10 and incorporated by referenceherein)

99.5        MortgageLoan Purchase Agreement, dated as of November 9, 2023, among Societe GeneraleFinancial Corporation, Société Générale and Barclays Commercial MortgageSecurities LLC (filed as Exhibit 99.5 to the registrant’s Current Report onForm 8-K filed on October 23, 2023 under Commission File No. 333-257737-10 andincorporated by reference herein)

99.6        MortgageLoan Purchase Agreement, dated as of November 9, 2023, between LMF Commercial,LLC and Barclays Commercial Mortgage Securities LLC (filed as Exhibit 99.6 tothe registrant’s Current Report on Form 8-K filed on October 23, 2023 underCommission File No. 333-257737-10 and incorporated by reference herein)

99.7        MortgageLoan Purchase Agreement, dated as of November 9, 2023, between KeyBank NationalAssociation and Barclays Commercial Mortgage Securities LLC (filed as Exhibit99.7 to the registrant’s Current Report on Form 8-K filed on October 23, 2023under Commission File No. 333-257737-10 and incorporated by reference herein)

99.8        MortgageLoan Purchase Agreement, dated as of November 9, 2023, between StarwoodMortgage Capital LLC and Barclays Commercial Mortgage Securities LLC (filed asExhibit 99.8 to the registrant’s Current Report on Form 8-K filed on October23, 2023 under Commission File No. 333-257737-10 and incorporated by referenceherein)

99.9        MortgageLoan Purchase Agreement, dated as of November 9, 2023, among BSPRT CMBSFinance, LLC, Franklin BSP Realty Trust, Inc. and Barclays Commercial MortgageSecurities LLC (filed as Exhibit 99.9 to the registrant’s Current Report onForm 8-K filed on October 23, 2023 under Commission File No. 333-257737-10 andincorporated 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