**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

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

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

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

**For the transition period from _____ to_____** 

 

 

**Commission file number of issuing entity: 333-262701-03**

 

**Central Index Key Number of the issuing entity:0001970781**

 

**Benchmark 2023-V2 Mortgage Trust**

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

 

**Central Index Key Number of the depositor: 0001258361**

 

**Citigroup Commercial Mortgage Securities Inc.**

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

 

**Central Index Key Number of the sponsor: 0001701238**

 

**Citi Real Estate Funding Inc.**

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

 

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

** **

**German American Capital Corporation**

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

 

**Central Index Key Number of the sponsor: 0001840727**

 

**3650 Real Estate Investment Trust 2 LLC**

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

 

**Central Index Key Number of the sponsor: 0001541502**

 

**Goldman Sachs Mortgage Company**

**(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: 0001549574**

 

**Barclays Capital Real Estate Inc.**

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

** **

**Central Index Key Number of the sponsor: 000835271**

 

**JPMorgan Chase Bank, National Association**

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

  

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

**38-4258164**

**38-4258165**

**(I.R.S. Employer Identification Numbers)** |
|------------------------------------------------------------------------------|--------------------------------------------------------------------------------------|

 

 ** **

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

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(667) 786‐1992**

 

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

 

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

 

 

 

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

 

  NONE.

 

Indicate by check mark if the registrant is a well-known seasonedissuer, as defined in Rule 405 of the Securities Act.

 

  Yes ___ No X

 

Indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or Section 15(d) of the Act.

 

  Yes ___ No X

 

Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

 

  Yes X No ___

 

Indicate by check mark whether the registrant has submittedelectronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitsuch 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 accelerated filer ___Accelerated filer ___Non-accelerated filer XSmaller reporting company ___

 

Emerging growthcompany ___

 

If an emerginggrowth company, indicate by check mark if the registrant has elected not to usethe extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the ExchangeAct.  ___

 

Indicate by check mark whether the registrant has filed a reporton and attestation to its management’s assessment of the effectiveness of itsinternal 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. ___

 

Ifsecurities are registered pursuant to Section 12(b) of the Act, indicate bycheck mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financialstatements. ___

 

Indicateby check mark whether any of those error corrections are restatements thatrequired a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b). ___

 

Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).

 

  Yes ___ No X

 

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.

 

  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 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

 

1. The Scottsdale Fashion Square mortgage loan, which representedapproximately 4.1% of the initial pool balance of the issuing entity, is partof a whole loan comprised of the subject mortgage loan included in the issuingentity and one or more companion loan(s) that are held outside the issuingentity. The Scottsdale Fashion Square mortgage loan and each of the relatedcompanion loan(s) are serviced pursuant to the SCOTT 2023-SFS TSA (as definedin Item 15 below).

 

2. The PetSmart HQ mortgage loan, which represented approximately2.6% of the initial pool balance of the issuing entity, is part of a whole loancomprised of the subject mortgage loan included in the issuing entity and oneor more companion loan(s) that are held outside the issuing entity. ThePatewood Corporate Center mortgage loan, which represented approximately 2.4%of the initial pool balance of the issuing entity, is part of a whole loancomprised of the subject mortgage loan included in the issuing entity and oneor more companion loan(s) that are held outside the issuing entity.  ThePetSmart HQ mortgage loan, the Patewood Corporate Center mortgage loan and eachof the related companion loan(s) are serviced pursuant to the 3650R 2021-PF1PSA (as defined in Item 15 below).

 

3. The National Warehouse & Distribution Portfolio mortgageloan, which represented approximately 2.6% of the initial pool balance of theissuing entity, is part of a whole loan comprised of the subject mortgage loanincluded in the issuing entity and one or more companion loan(s) that are heldoutside the issuing entity.  The National Warehouse & DistributionPortfolio mortgage loan is serviced pursuant to the BANK5 2023-5YR1 PSA (asdefined in Item 15 below).

 

4. The 1201 Third Avenue mortgage loan, which representedapproximately 0.9% of the initial pool balance of the issuing entity, is partof a whole loan comprised of the subject mortgage loan included in the issuingentity and one or more companion loan(s) that are held outside the issuingentity. The 1201 Third Avenue mortgage loan and each of the relatedcompanion loan(s) were serviced pursuant to the BANK5 2023-5YR1 PSA (as definedin Item 15 below) prior to August 10, 2023.  The 1201 Third Avenuemortgage loan and each of the related companion loan(s) are serviced pursuantto the BANK 2023-BNK46 PSA (as defined in Item 15 below) on and after August10, 2023.

 

5. The Meadowood Mall mortgage loan, which representedapproximately 1.4% of the initial pool balance of the issuing entity, is partof a whole loan comprised of the subject mortgage loan included in the issuingentity and one or more companion loan(s) that are held outside the issuingentity.  The Meadowood Mall mortgage loan is serviced pursuant to the3650R 2022-PF2 PSA PSA (as defined in Item 15 below).

 

6. The Heritage Plaza mortgage loan, which representedapproximately 4.7% of the initial pool balance of the issuing entity, is part ofa whole loan comprised of the subject mortgage loan included in the issuingentity and one or more companion loan(s) that are held outside the issuingentity. The Heritage Plaza mortgage loan and each of the related companionloan(s) were serviced pursuant to the Benchmark 2023-V2 PSA (as defined in Item15 below) prior to September 28, 2023.  TheHeritage Plaza mortgage loan and each of the related companion loan(s) areserviced pursuant to the BANK5 2023-5YR3 PSA (as defined in Item 15 below) onand after September 28, 2023.

 

7.   Pursuant to Instruction 3 to Item 1122 ofRegulation AB, the report on assessment of compliance with servicing criteriaand attestation report on assessment of compliance with servicing criteria of(i) Greystone Servicing Company LLC, as special servicer for the Heritage Plazamortgage loan under the BANK5 2023-5YR3 PSA, (ii) Berkadia Commercial MortgageLLC, as servicer under the SCOTT 2023-SFS TSA, pursuant to which the ScottsdaleFashion Square mortgage loan is serviced, (iii) KeyBank National Association,as special servicer for the Scottsdale Fashion Square mortgage loan under theSCOTT 2023-SFS TSA, (iv) CWCapital Asset Management LLC, as special servicerfor the National Warehouse & Distribution Portfolio mortgage loan and 1201Third Avenue mortgage loan (prior to Aug 10, 2023) under the BANK5 2023-5YR1PSA and (iv) LNR Partners, LLC, as special servicer for the 1201 Third Avenuemortgage loan under the BANK5 2023-5YR1 PSA on and after August 10, 2023, arenot included in this report on Form 10-K because each of Greystone ServicingCompany LLC, Berkadia Commercial Mortgage LLC, KeyBank National Association,CWCapital Asset Management LLC and LNR Partners, LLC performed activities thataddress the servicing criteria specified in Item 1122(d) of Regulation AB withrespect to 5% or less of the pool assets of the issuing entity. This annualreport on Form 10-K does not include the reports on assessment of compliancewith servicing criteria and attestation reports on assessment of compliancewith servicing criteria of (i) Computershare Trust Company, NationalAssociation as certificate administrator under the BANK5 2023-5YR3 PSA, theSCOTT 2023-SFS TSA, the BANK5 2023-5YR1 PSA, the 3650R 2022-PF2 PSA and theBANK 2023-BNK46 PSA and (ii) Wells Fargo Bank, National Association ascertificate administrator under the 3650R 2021-PF1 PSA, because the certificateadministrator under each such pooling and servicing agreement or trust andservicing agreement, as applicable, does not perform any activities thataddress the servicing criteria specified in Item 1122(d) of Regulation AB withrespect to the issuing entity. 

 

8.  This report on Form 10-K does not include the servicercompliance statements of (i) Wells Fargo Bank, National Association, as masterservicer under the BANK5 2023-5YR3 PSA, pursuant to which the Heritage Plazamortgage loan is servicedon and after September 28, 2023, (ii) Greystone ServicingCompany LLC, as special servicer for the Heritage Plaza mortgage loan under theBANK5 2023-5YR3 PSA on and after September 28, 2023, (iii) BerkadiaCommercial Mortgage LLC, as servicer under the SCOTT 2023-SFS TSA, pursuant towhich the Scottsdale Fashion Square mortgage loan is serviced, (iv) KeyBankNational Association, as special servicer for the Scottsdale Fashion Squaremortgage loan under the SCOTT 2023-SFS TSA, (v) Wells Fargo Bank, NationalAssociation, as master servicer under the BANK5 2023-5YR1 PSA, pursuant towhich the National Warehouse & Distribution Portfolio mortgage loan and the1201 Third Avenue (prior to August 10, 2023) are serviced, (vi) CWCapital Asset Management LLC as special servicer for theNational Warehouse & Distribution Portfolio mortgage loan and the 1201Third Avenue mortgage loan (prior to August 10, 2023) under the BANK5 2023-5YR1 PSA, (vii) Wells Fargo Bank,National Association, as master servicer under the BANK 2023-BNK46 PSA,pursuant to which the 1201 Third Avenue mortgage loan is serviced on and afterAugust 10, 2023, and (viii) LNR Partners, LLC, as special servicer for the 1201Third Avenue mortgage loan under the BANK 2023-BNK46 PSA on and after August 10, 2023, because each of Wells FargoBank, National Association, Greystone Servicing Company LLC, BerkadiaCommercial Mortgage LLC, KeyBank National Association, CWCapitalAsset Management LLC and LNR Partners, LLC is an unaffiliated party thatservices less than 10% of the pool assets of the issuing entity, and thereforeis not a servicer that meets the criteria in Item 1108(a)(2)(i) through (iii)of Regulation AB.  This annual report on Form 10-K does not include theservicer compliance statements of (i) Computershare Trust Company, NationalAssociation as certificate administrator under the BANK5 2023-5YR3 PSA, theSCOTT 2023-SFS TSA, the BANK5 2023-5YR1 PSA, the 3650R 2022-PF2 PSA and the BANK2023-BNK46 PSA and (ii) Wells Fargo Bank, NationalAssociation as certificate administrator under the 3650R 2021-PF1 PSA, becausethe certificate administrator under each such pooling and servicing agreementor trust and servicing agreement, as applicable, is not a servicer that meetsthe criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB with respectto the issuing entity.

 

 

|  **PART I**

               |
|--------------------------------------------|
| **Item 1.**                           | **Business.** |
|                                       | Omitted. |
| **Item 1A.**                          | **Risk Factors.** |
|                                       | Omitted. |
| **Item 1B.**                          | **Unresolved Staff  Comments.** |
|                                       | None. |
| **Item 1C.**

** **

**Item 2.** | **Cybersecurity.**

Omitted.

**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.**         | **Selected Financial Data.** |
|                     | Omitted. |
| **Item 7.**         | **Management's Discussion and  Analysis of Financial Condition and Results of Operations.** |
|                     | Omitted. |
| **Item 7A.**        | **Quantitative and  Qualitative Disclosures About Market Risk.** |
|                     | Omitted. |
| **Item 8.**         | **Financial Statements and  Supplementary Data.** |
|                     | Omitted. |
| **Item 9.**         | **Changes in and  Disagreements With Accountants on Accounting and Financial Disclosure.** |
|                     | Omitted. |
| **Item 9A.**        | **Controls and Procedures.** |
|                     | Omitted. |
| **Item 9B.**        | **Other Information.** |
|                     | None. |
| **Item 9C.**        | **Disclosure regarding  Foreign Jurisdictions that Prevent Inspections.** |
|                     | Not applicable. |
|                     |   |   |

 

| **PART III**

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

 

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATIONAB**

 

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

 

Withrespect to the pool assets for Benchmark 2023-V2 Mortgage Trust, there are nosignificant obligors within the meaning of Item 1101(k) of Regulation AB.

 

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

 

No entityor group of affiliated entities provides any external credit enhancement, usesany derivative instruments or other support for the certificates within thistransaction.

 

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

 

Noentity or group of affiliated entities provides any external creditenhancement, uses any derivative instruments or other support for thecertificates within this transaction.

 

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

The registrant knows of no legal proceedingpending against the sponsors, depositor, trustee, issuing entity, servicercontemplated by Item 1108(a)(3) of Regulation AB, originator contemplated byItem 1110(b) of Regulation AB, or other party contemplated by Item 1100(d)(1)of Regulation AB, or of which any property of the foregoing is the subject,that is material to security holders.

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

 

Providedpreviously in the prospectus of the Registrant relating to the issuing entityand filed on May 25, 2023 pursuant to Rule 424(b)(2) of the Securities Act of1933, as amended.

 

**Item1122 of Regulation AB, Compliance with Applicable Servicing Criteria.**

 

The reports on assessment of compliance with theservicing criteria for asset-backed securities and the related attestationreports on such assessments of compliance are attached hereto under Item 15.

 

**Item1123 of Regulation AB, Servicer Compliance Statement.**

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

**Item15. Exhibits, Financial Statement Schedules.**

 

(a)List the following documents filed as part of the report:

 

(1) Not Applicable

 

(2) Not Applicable

 

(3)Exhibits listed below are either included or incorporated by reference asindicated below:

 

(4.1) Poolingand Servicing Agreement, dated as of May 1, 2022 (“Benchmark 2023-V2 PSA”),among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland LoanServices, a Division of PNC Bank, National Association, as master servicer,3650 REIT Loan Servicing LLC, as special servicer, BellOak, LLC, as operatingadvisor and as asset representations reviewer, Computershare Trust Company,National Association, as certificate administrator and as Trustee (filed asExhibit 4.1 to the registrant's Current Report on Form 8-K dated May 25, 2023,and filed on May 25, 2023 under Commission File No. 333-262701-03, and isincorporated by reference herein).

 

(4.2) Trust and Servicing Agreement, dated as of March 17, 2023(“SCOTT 2023-SFS TSA”), among GS Mortgage Securities Corporation II, asdepositor, Berkadia Commercial Mortgage LLC, as servicer, KeyBank NationalAssociation, as special servicer, Computershare Trust Company, NationalAssociation, as certificate administrator and custodian, Wilmington Trust,National Association, as trustee, and Park Bridge Lender Services LLC, asoperating advisor (filed as Exhibit 4.2 to the registrant's Current Report onForm 8-K dated May 25, 2023, and filed on May 25, 2023 under Commission FileNo. 333-262701-03, and is incorporated by reference herein). (See ExplanatoryNote 1)

 

(4.3)  Poolingand Servicing Agreement, dated as of November 1, 2021 (“3650R 2021-PF1 PSA”),among 3650 REIT Commercial Mortgage Securities II LLC, as depositor, MidlandLoan Services, A Division of PNC Bank, National Association, as masterservicer, 3650 REIT Loan Servicing LLC, as special servicer, Wells Fargo Bank,National Association, as certificate administrator and as trustee, and ParkBridge Lender Services LLC, as operating advisor and as asset representationsreviewer (filed as Exhibit 4.3 to the registrant's Current Report on Form 8-Kdated May 25, 2023, and filed on May 25, 2023 under Commission File No.333-262701-03, and is incorporated by reference herein). (See Explanatory Note2)

 

(4.4)  Poolingand Servicing Agreement, dated as of April 1, 2023 (“BANK5 2023-5YR1 PSA”),among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, WellsFargo Bank, National Association, as master servicer, CWCapital AssetManagement LLC, as special servicer, Computershare Trust Company, N.A., ascertificate administrator and as trustee, and Pentalpha Surveillance LLC, asoperating advisor and as asset representations reviewer (filed as Exhibit 4.4to the registrant's Current Report on Form 8-K dated May 25, 2023, and filed bythe registrant on May 25, 2023 under Commission File No. 333-262701-03, and isincorporated by reference herein). (See Explanatory Note 3 and Explanatory Note4)

 

(4.5) Poolingand Servicing Agreement, dated as of November 1, 2022 (“3650R 2022-PF2 PSA”),among 3650 REIT Commercial Mortgage Securities II LLC, as depositor, MidlandLoan Services, A Division of PNC Bank, National Association, as masterservicer, 3650 REIT Loan Servicing LLC, as special servicer, ComputershareTrust Company, National Association, as certificate administrator and astrustee, and Park Bridge Lender Services LLC, as operating advisor and as assetrepresentations reviewer (filed as Exhibit 4.5 to the registrant's CurrentReport on Form 8-K dated May 25, 2023, and filed by the registrant on May 25,2023 under Commission File No. 333-262701-03, and is incorporated by referenceherein).  (See Explanatory Note 5)

 

(4.6)Poolingand Servicing Agreement, dated as of September 1, 2023 (the “BANK5 2023-5YR3PSA”), 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 4.1 to the registrant's Current Report on Form 8-Kdated September 28, 2023, and filed on October 4, 2023 under Commission FileNo. 333-262701-03, and is incorporated by reference herein).  (SeeExplanatory Note 6)

 

(4.7)Poolingand Servicing Agreement, dated as of August 1, 2023 (the “BANK 2023-BNK46PSA”),between Wells Fargo CommercialMortgage Securities, Inc., as depositor, Wells Fargo Bank, NationalAssociation, as master servicer, LNR Partners, LLC, as general specialservicer, National Cooperative Bank, N.A., as co-op master servicer and asco-op special servicer, Computershare Trust Company, N.A., as certificateadministrator, and Wilmington Trust, National Association, 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-Kdated August 10, 2023, and filed on August 16, 2023 under Commission File No.333-262701-03, and is incorporated by reference herein).  (See ExplanatoryNote 4).

 

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

 

33 Reports on assessment of compliance with servicing criteria for asset-backedsecurities. (see Explanatory Note 7)

 

33.1  Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer

 

33.2  3650 REIT Loan ServicingLLC, as special servicer

 

33.3  BellOak, LLC, as operatingadvisor

 

33.4  Computershare TrustCompany, National Association, as certificate administrator and trustee

 

33.5  Computershare TrustCompany, National Association, as custodian

 

33.6  Wells Fargo Bank, NationalAssociation, as master servicer under the BANK5 2023-5YR3 PSA, pursuant towhich the Heritage Plaza mortgage loan is serviced on and after September 28,2023.

 

33.7  Greystone Servicing Company LLC, as special servicerfor the Heritage Plaza mortgage loan under the BANK5 2023-5YR3 PSA on and afterSeptember 28, 2023. (omitted; see Explanatory Note 7)

 

33.8  Pentalpha Surveillance LLC, as operating advisor forthe Heritage Plaza mortgage loan under the BANK5 2023-5YR3 PSA on and afterSeptember 28, 2023.

 

33.9  Computershare Trust Company, National Association, astrustee under the BANK5 2023-5YR3 PSA, pursuant to which the Heritage Plazamortgage loan is serviced on and after September 28, 2023. (see Exhibit 33.4)

 

33.10  Computershare Trust Company, National Association, ascustodian for the Heritage Plaza mortgage loan under the BANK5 2023-5YR3 PSA onand after September 28, 2023. (see Exhibit 33.5)

 

33.11  Berkadia Commercial Mortgage LLC, as servicer underthe SCOTT 2023-SFS TSA, pursuant to which the Scottsdale Fashion Squaremortgage loan is serviced. (omitted; see Explanatory Note 7)

 

33.12 KeyBank National Association, as special servicer for the Scottsdale FashionSquare mortgage loan under the SCOTT 2023-SFS TSA. (omitted; see ExplanatoryNote 7)

 

33.13  Park Bridge Lender Services LLC, as operating advisorfor the Scottsdale Fashion Square mortgage loan under the SCOTT 2023-SFS TSA.

 

33.14  Wilmington Trust, NationalAssociation, as trustee under the SCOTT 2023-SFS TSA, pursuant to which theScottsdale Fashion Square mortgage loan is serviced.

 

33.15  Computershare Trust Company, National Association, ascustodian for the Scottsdale Fashion Square mortgage loan under the SCOTT2023-SFS TSA. (see Exhibit 33.5)

 

33.16  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer under the 3650R 2021-PF1 PSA, pursuantto which the PetSmart HQ mortgage loan and the Patewood Corporate Centermortgage loan are serviced. (see Exhibit 33.1)

 

33.17  3650 REIT Loan Servicing LLC, as special servicer forthe PetSmart HQ mortgage loan and the Patewood Corporate Center mortgage loanunder the 3650R 2021-PF1 PSA. (see Exhibit 33.2)

 

33.18  Park Bridge Lender Services LLC, as operating advisorfor the Scottsdale Fashion Square mortgage loan under the SCOTT 2023-SFS TSA.(see Exhibit 33.13)

 

33.19  Wells Fargo Bank, National Association, as trusteeunder the 3650R 2021-PF1 PSA, pursuant to which the PetSmart HQ mortgage loanand the Patewood Corporate Center mortgage loan are serviced.

 

33.20  Computershare Trust Company, National Association, asservicing function participant of Wells Fargo Bank, National Association, astrustee under the 3650R 2021-PF1 PSA, pursuant to which the PetSmart HQmortgage loan and the Patewood Corporate Center mortgage loan are serviced (seeExhibit 33.4)

 

33.21  Wells Fargo Bank, National Association, as custodianfor the PetSmart HQ mortgage loan and the Patewood Corporate Center mortgageloan under the 3650R 2021-PF1 PSA.

 

33.22  Computershare Trust Company, National Association, as servicingfunction participant of Wells Fargo Bank, National Association, as custodianfor the PetSmart HQ mortgage loan and the Patewood Corporate Center mortgageloan under the 3650R 2021-PF1 PSA. (see Exhibit 33.5)

 

33.23  Wells Fargo Bank, National Association, as masterservicer under the BANK5 2023-5YR1 PSA, pursuant to which the NationalWarehouse & Distribution Portfolio mortgage loan and 1201 Third Avenuemortgage loan (prior to Aug 10, 2023) are serviced.  (see Exhibit 33.6)

 

33.24  CWCapital Asset Management LLC, as special servicerfor the National Warehouse & Distribution Portfolio mortgage loan and 1201Third Avenue mortgage loan (prior to Aug 10, 2023) under the BANK5 2023-5YR1PSA. (omitted; see Explanatory Note 7)

 

33.25  Pentalpha Surveillance LLC, as operating advisor forthe National Warehouse & Distribution Portfolio mortgage loan and 1201Third Avenue mortgage (prior to Aug 10, 2023) under the BANK5 2023-5YR1 PSA.(see Exhibit 33.8)

 

33.26 Computershare Trust Company,National Association, as trustee under the BANK5 2023-5YR1 PSA, pursuant towhich the National Warehouse & Distribution Portfolio mortgage loan and1201 Third Avenue mortgage loan (prior to Aug 10, 2023)   areserviced. (see Exhibit 33.4)

 

33.27  Computershare Trust Company, National Association, ascustodian for the National Warehouse & Distribution Portfolio mortgage loanand 1201 Third Avenue mortgage (prior to Aug 10, 2023) under the BANK52023-5YR1 PSA. (see Exhibit 33.5)  

 

33.28  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer under the 3650R 2022-PF2 PSA, pursuantto which the Meadowood Mall mortgage loan is serviced. (see Exhibit 33.1)

 

33.29 3650 REIT Loan Servicing LLC, as special servicer for theMeadowood Mall mortgage loan under the 3650R 2022-PF2 PSA. (see Exhibit 33.2)

 

33.30 Park Bridge Lender Services LLC, as operating advisorfor the Meadowood Mall mortgage loan under the 3650R 2022-PF2 PSA. (see Exhibit33.13) 

 

33.31  Computershare Trust Company, National Association, astrustee under the 3650R 2022-PF2 PSA, pursuant to which the Meadowood Mallmortgage loan is serviced. (see Exhibit 33.4)

 

33.32  Computershare Trust Company, National Association, ascustodian for the Meadowood Mall mortgage under the 3650R 2022-PF2 PSA. (seeExhibit 33.5)

 

33.33  Wells Fargo Bank, National Association, as masterservicer under the BANK 2023-BNK46 PSA, pursuant to which the 1201 Third Avenuemortgage loan is serviced on and after August 10, 2023.  (see Exhibit33.6)

 

33.34  LNR Partners, LLC, as special servicer for the 1201Third Avenue mortgage loan under the BANK2023-BNK46 PSA on and after August 10, 2023.(omitted; see Explanatory Note 7)

 

33.35  Park Bridge Lender Services LLC, as operating advisorfor the 1201 Third Avenue mortgage under the BANK 2023-BNK46 PSA on and afterAugust 10, 2023. (see Exhibit 33.13)

 

33.36  Wilmington Trust, National Association, as trusteeunder the BANK 2023-BNK46 PSA, pursuant to which the 1201 Third Avenue mortgageloan is serviced on and after August 10, 2023. (see Exhibit 33.14)

 

33.37  Computershare Trust Company, National Association, ascustodian for the 1201 Third Avenue mortgage under the BANK 2023-BNK46 PSA onand after August 10, 2023. (see Exhibit 33.5) 

 

34 Attestation reports on assessment of compliance with servicingcriteria for asset-backed securities. (see Explanatory Note 7)

 

34.1  Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer

 

34.2  3650 REIT Loan ServicingLLC, as special servicer

 

34.3  BellOak, LLC, as operatingadvisor

 

34.4  Computershare TrustCompany, National Association, as certificate administrator and trustee

 

34.5  Computershare TrustCompany, National Association, as custodian

 

34.6  Wells Fargo Bank, NationalAssociation, as master servicer under the BANK5 2023-5YR3 PSA, pursuant towhich the Heritage Plaza mortgage loan is serviced on and after September 28,2023.

 

34.7  Greystone Servicing Company LLC, as special servicerfor the Heritage Plaza mortgage loan under the BANK5 2023-5YR3 PSA on and afterSeptember 28, 2023. (omitted; see Explanatory Note 7)

 

34.8  Pentalpha Surveillance LLC, as operating advisor forthe Heritage Plaza mortgage loan under the BANK5 2023-5YR3 PSA on and afterSeptember 28, 2023.

 

34.9  Computershare Trust Company, National Association, astrustee under the BANK5 2023-5YR3 PSA, pursuant to which the Heritage Plazamortgage loan is serviced on and after September 28, 2023. (see Exhibit 34.4)

 

34.10  Computershare Trust Company, National Association, ascustodian for the Heritage Plaza mortgage loan under the BANK5 2023-5YR3 PSA onand after September 28, 2023. (see Exhibit 34.5)

 

34.11 Berkadia Commercial Mortgage LLC, as servicer under the SCOTT 2023-SFS TSA,pursuant to which the Scottsdale Fashion Square mortgage loan is serviced.(omitted; see Explanatory Note 7).

 

34.12 KeyBank National Association, as special servicer for the Scottsdale FashionSquare mortgage loan under the SCOTT 2023-SFS TSA. (omitted; see ExplanatoryNote 7)

 

34.13  Park Bridge Lender Services LLC, as operating advisorfor the Scottsdale Fashion Square mortgage loan under the SCOTT 2023-SFS TSA.

 

34.14  Wilmington Trust, National Association, as trusteeunder the SCOTT 2023-SFS TSA, pursuant to which the Scottsdale Fashion Squaremortgage loan is serviced.

 

34.15  Computershare Trust Company, National Association, ascustodian for the Scottsdale Fashion Square mortgage loan under the SCOTT2023-SFS TSA. (see Exhibit 34.5)

 

34.16  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer under the 3650R 2021-PF1 PSA, pursuantto which the PetSmart HQ mortgage loan and the Patewood Corporate Centermortgage loan are serviced. (see Exhibit 34.1)

 

34.17  3650 REIT Loan Servicing LLC, as special servicer forthe PetSmart HQ mortgage loan and the Patewood Corporate Center mortgage loanunder the 3650R 2021-PF1 PSA. (see Exhibit 34.2)

 

34.18  Park Bridge Lender Services LLC, as operating advisorfor the Scottsdale Fashion Square mortgage loan under the SCOTT 2023-SFS TSA.(see Exhibit 34.13)

 

34.19  Wells Fargo Bank, National Association, as trusteeunder the 3650R 2021-PF1 PSA, pursuant to which the PetSmart HQ mortgage loanand the Patewood Corporate Center mortgage loan are serviced.

 

34.20  Computershare Trust Company, National Association, asservicing function participant of Wells Fargo Bank, National Association, astrustee under the 3650R 2021-PF1 PSA, pursuant to which the PetSmart HQmortgage loan and the Patewood Corporate Center mortgage loan are serviced (seeExhibit 34.4)

 

34.21  Wells Fargo Bank, National Association, as custodianfor the PetSmart HQ mortgage loan and the Patewood Corporate Center mortgageloan under the 3650R 2021-PF1 PSA.

 

34.22  Computershare Trust Company, National Association, asservicing function participant of Wells Fargo Bank, National Association, ascustodian for the PetSmart HQ mortgage loan and the Patewood Corporate Centermortgage loan under the 3650R 2021-PF1 PSA. (see Exhibit 34.5)

 

34.23 Wells Fargo Bank, National Association, as masterservicer under the BANK5 2023-5YR1 PSA, pursuant to which the NationalWarehouse & Distribution Portfolio mortgage loan and 1201 Third Avenuemortgage loan (prior to Aug 10, 2023) are serviced.  (see Exhibit 34.6)

 

34.24  CWCapital Asset Management LLC, as special servicerfor the National Warehouse & Distribution Portfolio mortgage loan and 1201Third Avenue mortgage loan (prior to Aug 10, 2023) under the BANK5 2023-5YR1PSA. (omitted; see Explanatory Note 7)

 

34.25  Pentalpha Surveillance LLC, as operating advisor forthe National Warehouse & Distribution Portfolio mortgage loan and 1201Third Avenue mortgage (prior to Aug 10, 2023) under the BANK5 2023-5YR1 PSA.(see Exhibit 34.8)

 

34.26  Computershare Trust Company, National Association, as trusteeunder the BANK5 2023-5YR1 PSA, pursuant to which the National Warehouse &Distribution Portfolio mortgage loan and 1201 Third Avenue mortgage loan (priorto Aug 10, 2023) are serviced. (see Exhibit 34.4)

 

34.27  Computershare Trust Company, National Association, ascustodian for the National Warehouse & Distribution Portfolio mortgage loanand 1201 Third Avenue mortgage (prior to Aug 10, 2023) under the BANK52023-5YR1 PSA. (see Exhibit 34.5)  

 

34.28  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer under the 3650R 2022-PF2 PSA, pursuantto which the Meadowood Mall mortgage loan is serviced. (see Exhibit 34.1)

 

34.29 3650 REIT Loan Servicing LLC, as special servicer forthe Meadowood Mall mortgage loan under the 3650R 2022-PF2 PSA. (see Exhibit34.2)

 

34.30 Park Bridge Lender Services LLC, as operating advisorfor the Meadowood Mall mortgage loan under the 3650R 2022-PF2 PSA. (see Exhibit34.13) 

 

34.31  Computershare Trust Company, National Association, astrustee under the 3650R 2022-PF2 PSA, pursuant to which the Meadowood Mallmortgage loan is serviced. (see Exhibit 34.4)

 

34.32  Computershare TrustCompany, National Association, as custodian for the Meadowood Mall mortgageunder the 3650R 2022-PF2 PSA. (see Exhibit 34.5)

 

34.33  Wells Fargo Bank, National Association, as masterservicer under the BANK 2023-BNK46 PSA, pursuant to which the 1201 Third Avenuemortgage loan is serviced on and after August 10, 2023.  (see Exhibit34.6)

 

34.34  LNR Partners, LLC, as special servicer for the 1201Third Avenue mortgage loan under the BANK2023-BNK46 PSA on and after August 10, 2023.(omitted; see Explanatory Note 7)

 

34.35  Park Bridge Lender Services LLC, as operating advisorfor the 1201 Third Avenue mortgage under the BANK 2023-BNK46 PSA on and afterAugust 10, 2023. (see Exhibit 34.13)

 

34.36  Wilmington Trust, National Association, as trusteeunder the BANK 2023-BNK46 PSA, pursuant to which the 1201 Third Avenue mortgageloan is serviced on and after August 10, 2023. (see Exhibit 34.14)

 

34.37  Computershare TrustCompany, National Association, as custodian for the 1201 Third Avenue mortgageunder the BANK 2023-BNK46 PSA on and after August 10, 2023. (see Exhibit 34.5)  

 

35 Servicer compliance statement. (see Explanatory Note 8)

 

35.1  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer

 

35.2  3650 REIT Loan ServicingLLC, as special servicer

 

35.3  Computershare Trust Company, National Association, ascertificate administrator

 

35.4  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer under the 3650R 2021-PF1 PSA, pursuantto which the PetSmart HQ mortgage loan and the Patewood Corporate Centermortgage loan are serviced. (see Exhibit 35.1)

 

35.5 3650 REIT Loan Servicing LLC, as specialservicer for the PetSmart HQ mortgage loan and the Patewood Corporate Centermortgage loan under the 3650R 2021-PF1 PSA. (see Exhibit 35.2)

 

35.6 Midland Loan Services, a Division of PNCBank, National Association, as master servicer under the 3650R 2022-PF2 PSA,pursuant to which the Meadowood Mall mortgage loan is serviced. (see Exhibit35.1)

 

35.7 3650 REIT Loan Servicing LLC, as special servicerfor the Meadowood Mall mortgage loan under the 3650R 2022-PF2 PSA. (see Exhibit35.2)

 

(99.1) MortgageLoan Purchase Agreement, dated as of May 25, 2023, between Citi Real EstateFunding Inc. and Citigroup Commercial Mortgage Securities Inc., pursuant towhich Citi Real Estate Funding Inc. sold certain mortgage loans to CitigroupCommercial Mortgage Securities Inc. (filed as Exhibit 99.1 to the registrant'sCurrent Report on Form 8-K dated May 25, 2023, and filed on May 25, 2023 underCommission File No. 333-262701-03, and is incorporated by reference herein).

 

(99.2)  MortgageLoan Purchase Agreement, dated as of May 25, 2023, between Goldman SachsMortgage Company and Citigroup Commercial Mortgage Securities Inc., pursuant towhich Goldman Sachs Mortgage Company sold certain mortgage loans to CitigroupCommercial Mortgage Securities Inc. (filed as Exhibit 99.2 to the registrant'sCurrent Report on Form 8-K dated May 25, 2023, and filed on May 25, 2023 underCommission File No. 333-262701-03, and is incorporated by reference herein).

 

(99.3) MortgageLoan Purchase Agreement, dated as of May 25, 2023, between German AmericanCapital Corporation and Citigroup Commercial Mortgage Securities Inc., pursuantto which German American Capital Corporation sold certain mortgage loans toCitigroup Commercial Mortgage Securities Inc. (filed as Exhibit 99.3 to theregistrant's Current Report on Form 8-K dated May 25, 2023, and filed on May25, 2023 under Commission File No. 333-262701-03, and is incorporated byreference herein).

 

(99.4)  MortgageLoan Purchase Agreement, dated as of May 25, 2023, between 3650 Real EstateInvestment Trust 2 LLC and Citigroup Commercial Mortgage Securities Inc.,pursuant to which 3650 Real Estate Investment Trust 2 LLC sold certain mortgageloans to Citigroup Commercial Mortgage Securities Inc. (filed as Exhibit 99.4to the registrant's Current Report on Form 8-K dated May 25, 2023, and filed onMay 25, 2023 under Commission File No. 333-262701-03, and is incorporated byreference herein).

 

(99.5)  MortgageLoan Purchase Agreement, dated as of May 25, 2023, between Barclays CapitalReal Estate Inc., Barclays Capital Holdings Inc. and Citigroup CommercialMortgage Securities Inc., pursuant to which Barclays Capital Real Estate Inc.sold certain mortgage loans to Citigroup Commercial Mortgage Securities Inc.(filed as Exhibit 99.5 to the registrant's Current Report on Form 8-K dated May25, 2023, and filed on May 25, 2023 under Commission File No. 333-262701-03,and is incorporated by reference herein).

 

(99.6)  MortgageLoan Purchase Agreement, dated as of May 25, 2023, between JPMorgan Chase Bank,National Association and Citigroup Commercial Mortgage Securities Inc.,pursuant to which JPMorgan Chase Bank, National Association sold certainmortgage loans to Citigroup Commercial Mortgage Securities Inc. (filed asExhibit 99.6 to the registrant's Current Report on Form 8-K dated May 25, 2023,and filed on May 25, 2023 under Commission File No. 333-262701-03, and isincorporated by reference herein).

 

(99.7)  MortgageLoan Purchase Agreement, dated as of May 25, 2023, between Bank of Montreal andCitigroup Commercial Mortgage Securities Inc., pursuant to which Bank ofMontreal sold certain mortgage loans to Citigroup Commercial MortgageSecurities Inc. (filed as Exhibit 99.7 to the registrant's Current Report onForm 8-K dated May 25, 2023, and filed on May 25, 2023 under Commission FileNo. 333-262701-03, and is incorporated by reference herein).

 

 

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

 

(c)Not Applicable

 

 

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

CitigroupCommercial Mortgage Securities Inc.

(Depositor)

 

/s/Richard Simpson

RichardSimpson, President 

(seniorofficer in charge of securitization of the depositor)

 

Date:March 29, 2024