**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, 2023********or**

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

**For the transition period from _____ to_____** 

 

 

**Commission file number of issuing entity:****333-255934-05**

 

**Central Index Key Number of the issuing entity:****0001972920**

 

**BMO 2023-C5 Mortgage Trust**

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

 

**Central Index Key Number of the depositor: 0001861132**

 

**BMO Commercial Mortgage Securities LLC**

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

 

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

 

**Bank of Montreal**

**(exact name of the sponsor as specified inits charter)**

 

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

 

**Citi Real Estate Funding Inc.**

**(exact name of the sponsor as specified inits charter)**

 

**Central Index Key Number of the sponsor:0001089877** 

 

**KeyBank National Association**

**(exact name of the sponsor as specified inits charter)**

 

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

 

**Zions Bancorporation, N.A.**

**(exact name of the sponsor as specified inits charter)**

 

**Central Index Key Number of thesponsor:0001685185**

 

**BSPRT CMBS Finance, LLC**

**(exact name of the sponsor as specified inits charter)**

 

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

 

**3650 Real Estate Investment Trust 2 LLC**

**(exact name of the sponsor as specified inits charter)**

 

**Central Index Key Number of the sponsor:****0001548405**

 

**Starwood Mortgage Capital LLC**

**(exact name of the sponsor as specified inits charter)**

 

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

 

**German American Capital Corporation**

**(exact name of the sponsor as specified inits charter)**

 

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

 

**UBS AG**

**(exact name of the sponsor as specified inits charter)**

 

 

| **New York  (State or other jurisdiction of incorporation or organization)** | **37-2078925****38-4258192********38-4258193******

**(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. ___

 

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

 

Indicate by check mark whether any of those error corrections arerestatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevantrecovery period pursuant 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 800 Cesar Chavez mortgage loan, which representedapproximately 1.5% 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 800 Cesar Chavez mortgage loan and each of the relatedcompanion loans are serviced pursuant to the 3650R 2022-PF2 PSA (as defined inItem 15 below).

 

2.  The Great Lakes Crossing Outlets mortgage loan, whichrepresented approximately 5.7% of the initial pool balance of the issuingentity, is part of a whole loan comprised of the subject mortgage loan includedin the issuing entity and one or more companion loan(s) that are held outsidethe issuing entity. The Pacific Design Center mortgage loan, which representedapproximately 2.3% 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 Great Lakes Crossing Outlets mortgage loan and the PacificDesign Center mortgage loan and each of the related companion loan(s) wereserviced pursuant to the Benchmark 2023-B38 PSA (as defined in Item 15 below).

 

3.  The Harborside 2-3 mortgage loan, which representedapproximately 4.6% 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 Harborside 2-3 mortgage loan and each of the related companionloan(s) were serviced pursuant to the Benchmark 2023-V2 PSA (as defined in Item15 below).

 

4.  The La Habra Marketplace mortgage loan, which representedapproximately 2.3% 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 La Habra Marketplace mortgage loan and each of the relatedcompanion loan(s) were serviced pursuant to the BMO 2022-C3 PSA (as defined inItem 15 below) prior to October5, 2023.  The La Habra Marketplace mortgage loan and each of the relatedcompanion loan(s) are serviced pursuant to BBCMS 2023-C21 PSA (as defined inItem 15 below) on and after October 5, 2023.

 

5.  The Oak Street NLP Fund Portfolio mortgage loan, whichrepresented approximately 4.6% of the initial pool balance of the issuingentity, is part of a whole loan comprised of the subject mortgage loan includedin the issuing entity and one or more companion loan(s) that are held outsidethe issuing entity. The Oak Street NLP Fund Portfolio mortgage loan andeach of the related companion loan(s) were serviced pursuant to the OAKST2023-NLP TSA (as defined in Item 15 below).  Effective as of December 7,2023, Computershare Trust Company, N.A. has resigned as trustee under the OAKST2023-NLP TSA and Wilmington Trust, National Association has been appointed assuccessor trustee under the OAKST 2023-NLP TSA, as disclosed in the CurrentReport on Form 8-K dated December 7, 2023, and filed by the registrant onDecember 13, 2023 under Commission File No. 333-255934-05.

 

6.   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) Argentic Services Company LP, as Pacific DesignCenter special servicer for the Pacific Design Center mortgage loan under theBenchmark 2023-B38 PSA, (ii) Situs Holdings, LLC, as special servicer for theOak Street NLP Fund Portfolio mortgage loan under the OAKST 2023-NLP TSA, (iii)Pentalpha Surveillance LLC,as operating advisor for the Oak Street NLP Fund Portfolio mortgage loan underthe OAKST 2023-NLP TSA and (iv) Wilmington Trust, NationalAssociationas trustee on and afterDecember 7, 2023 under the OAKST 2023-NLP PSA, pursuant to which the Oak StreetNLP Fund Portfolio mortgage loan is serviced, are not included in this reporton Form 10-K because each of Argentic Services Company LP, Situs Holdings, LLC,Pentalpha Surveillance LLC and Wilmington Trust, National Associationperformed activities that address the servicing criteriaspecified in Item 1122(d) of Regulation AB with respect to 5% or less of thepool assets of the issuing entity. This annual report on Form 10-K does notinclude the reports on assessment of compliance with servicing criteria andattestation reports on assessment of compliance with servicing criteria of Computershare Trust Company, National Association ascertificate administrator under the 3650R 2022-PF2 PSA, theBenchmark 2023-B38 PSA, Benchmark 2023-V2 PSA, theBBCMS 2023-C21 PSA,  BMO 2022-C3 PSA and the OAKST2023-NLP TSA, because the certificate administrator under each such pooling andservicing agreement or trust and servicing agreement, as applicable,does not perform any activities that address the servicing criteriaspecified in Item 1122(d) of Regulation AB with respect to the issuing entity.

 

7.  This report on Form 10-K does not include the servicercompliance statements of (i) Argentic Services Company LP, as Pacific DesignCenter special servicer for Pacific Design Center mortgage loan under theBenchmark 2023-B38 PSA and (ii) Situs Holdings, LLC, as special servicer forthe Oak Street NLP Fund Portfolio mortgage loan under the OAKST 2023-NLP TSA,because each of Argentic Services Company LP and Situs Holdings, LLC is anunaffiliated party that services less than 10% of the pool assets of theissuing entity, and therefore is not a servicer that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB.  This annual report on Form10-K does not include the servicer compliance statements of (i) ComputershareTrust Company, National Association as certificate administrator under the3650R 2022-PF2 PSA, theBenchmark 2023-B38 PSA, Benchmark 2023-V2 PSA, theBBCMS 2023-C21 PSA,  BMO 2022-C3 PSA and the OAKST2023-NLP TSA, because the certificate administrator under each such pooling andservicing agreement or trust and servicing agreement, as applicable, is not aservicer that meets the criteria in Item 1108(a)(2)(i) through (iii) ofRegulation AB with respect to the issuing entity.

 

| **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.** |
|                    |   |   |

 

| **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**

 

**Item 1112(b) of Regulation AB, Significant Obligor FinancialInformation.**

 

With respect to the pool assets for BMO 2023-C5 Mortgage Trust,there are no significant obligors within the meaning of Item 1101(k) ofRegulation AB.

 

**Item 1114(b)(2) of Regulation AB, Significant Enhancement ProviderFinancial Information.**

 

No entity or group of affiliated entities provides any externalcredit enhancement, uses any derivative instruments or other support for thecertificates within this transaction.

 

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

 

No entity or group of affiliated entities provides any externalcredit enhancement, uses any derivative instruments or other support for thecertificates within this transaction.

 

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

 

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

** **

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

 

Provided previously in the prospectus of the Registrant relatingto the issuing entity and filed on June 21, 2023 pursuant to Rule 424(b)(2) ofthe Securities Act of 1933, as amended.

 

**Item 1122 of Regulation AB, Compliance with Applicable ServicingCriteria.**

 

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.

 

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

 

The servicer compliance statements are attached hereto under Item15.

 

**PART IV**

 

**Item 15. 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 byreference as indicated below:

 

(4.1) Poolingand Servicing Agreement, dated as of June 1, 2023 (the “BMO 2023-C5 PSA”), byand among BMO Commercial Mortgage Securities LLC, as depositor, Midland LoanServices, a Division of PNC Bank, National Association, as master servicer,Rialto Capital Advisors, LLC, as special servicer, Park Bridge Lender ServicesLLC, as operating advisor and as asset representations reviewer, ComputershareTrust Company, National Association, as certificate administrator and trustee(filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K dated June21, 2023, and filed on June 21, 2023 under Commission File No. 333-255934-05,and is incorporated by reference herein).

 

(4.2)Poolingand Servicing Agreement, dated as of November 1, 2022 (the “3650R 2022-PF2PSA”), by and among 3650 REIT Commercial Mortgage Securities II LLC, asdepositor, Midland Loan Services, a Division of PNC Bank, National Association,as master servicer, 3650 REIT Loan Servicing LLC, as special servicer, ParkBridge Lender Services LLC, as operating advisor and as asset representationsreviewer, Computershare Trust Company, National Association, as certificateadministrator and trustee (filed as Exhibit 4.6 to the registrant's CurrentReport on Form 8-K dated June 21, 2023, and filed on June 21, 2023 underCommission File No. 333-255934-05, and is incorporated by reference herein).(See Explanatory Note 1)

 

(4.3)Poolingand Servicing Agreement, dated as of April 1, 2023 (the “Benchmark 2023-B38PSA”), by and among Deutsche Mortgage & Asset Receiving Corporation, asdepositor, Midland Loan Services, a Division of PNC Bank, National Association,as master servicer, LNR Partners, LLC, as special servicer, Park Bridge LenderServices LLC, as operating advisor and as asset representations reviewer,Argentic Services Company LP, as Pacific Design Center Special Servicer,Computershare Trust Company, National Association, as certificateadministrator, paying agent, custodian and trustee (filed as Exhibit 4.2 to theregistrant's Current Report on Form 8-K dated June 21, 2023, and filed on June21, 2023 under Commission File No. 333-255934-05, and is incorporated byreference herein). (See Explanatory Note 2)

 

(4.4)Poolingand Servicing Agreement, dated as of May 1, 2023 (the “Benchmark 2023-V2 PSA”),by and among Citigroup Commercial Mortgage Securities Inc., as depositor,Midland Loan Services, a Division of PNC Bank, National Association, as masterservicer, 3650 REIT Loan Servicing LLC, as special servicer, BellOak, LLC, asoperating advisor and as asset representations reviewer, Computershare TrustCompany, National Association, as certificate administrator and trustee (filed asExhibit 4.4 to the registrant's Current Report on Form 8-K dated June 21, 2023,and filed on June 21, 2023 under Commission File No. 333-255934-05, and isincorporated by reference herein). (See Explanatory Note 3)

 

(4.5)Poolingand Servicing Agreement, dated as of October 1, 2023 (the “BBCMS 2023-C21PSA”), by and among Barclays Commercial Mortgage Securities LLC, as depositor, MidlandLoan Services, a Division of PNC Bank, National Association, as masterservicer, 3650 REIT Loan Servicing LLC, as special servicer, BellOak, LLC, asoperating advisor and as asset representations reviewer, Computershare TrustCompany, National Association, as certificate administrator and trustee (filedas Exhibit 4.1 to the registrant's Current Report on Form 8-K dated October 5,2023, and filed on October 12, 2023 under Commission File No. 333-255934-05,and is incorporated by reference herein). (See Explanatory Note 4)

 

(4.6) Poolingand Servicing Agreement, dated as of October 1, 2022 (the “BMO 2022-C3 PSA”),by and among BMO Commercial Mortgage Securities LLC, as depositor, Midland LoanServices, a Division of PNC Bank, National Association, as master servicer,Midland Loan Services, a Division of PNC Bank, National Association, as specialservicer, Park Bridge Services LLC, as operating advisor and as assetrepresentations reviewer, and Computershare Trust Company, NationalAssociation, as certificate administrator and trustee (filed as Exhibit 4.5 tothe registrant's Current Report on Form 8-K dated June 21, 2023, and filed onJune 21, 2023 under Commission File No. 333-255934-05, and is incorporated byreference herein). (See Explanatory Note 4)

 

(4.7)Trustand Servicing Agreement, dated as of February 28, 2023 (the “OAKST 2023-NLPTSA”), by and among Wells Fargo Commercial Mortgage Securities, Inc, asdepositor, KeyBank National Association, as servicer Situs Holdings, LLC, asspecial servicer, Pentalpha Surveillance LLC, as operating advisor,Computershare Trust Company, National Association, as certificate administratorand trustee (filed as Exhibit 4.1 to the registrant's Current Report on Form8-K/A dated June 21, 2023, and filed on December 13, 2023 under Commission FileNo. 333-255934-05, and is incorporated by reference herein). (See ExplanatoryNote 5)

 

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

 

33Reports on assessment of compliance with servicing criteria for asset-backedsecurities. (See Explanatory Note 6)

 

33.1 Midland Loan Services, a Divisionof PNC Bank, National Association, as master servicer

 

33.2 Rialto Capital Advisors, LLC, asspecial servicer

 

33.3 Park Bridge Lender Services LLC,as operating advisor

 

33.4 Computershare Trust Company,National Association, as certificate administrator and trustee

 

33.5 Computershare Trust Company,National Association, as custodian

 

33.6 KeyBank National Association, asprimary servicer

 

33.7 Midland Loan Services, a Divisionof PNC Bank, National Association, as master servicer under the 3650R 2022-PF2PSA, pursuant to which the 800 Cesar Chavez mortgage loan is serviced. (seeExhibit 33.1)

 

33.8 3650 REIT Loan Servicing LLC, asspecial servicer for the 800 Cesar Chavez mortgage loan under the 3650R2022-PF2 PSA.

 

33.9 Park Bridge Lender Services LLC,as operating advisor for the 800 Cesar Chavez mortgage loan under the 3650R2022-PF2 PSA. (see Exhibit 33.3)

 

33.10 Computershare TrustCompany, National Association, as custodian for the 800 Cesar Chavez mortgageloan under the 3650R 2022-PF2 PSA. (see Exhibit 33.5)

 

33.11 Computershare TrustCompany, National Association, as trustee under the 3650R 2022-PF2 PSA,pursuant to which the 800 Cesar Chavez mortgage loan is serviced. (see Exhibit33.4)

 

33.12 Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under theBenchmark 2023-B38 PSA, pursuant to which the Great Lakes Crossing Outletsmortgage loan and the Pacific Design Center mortgage loan are serviced. (seeExhibit 33.1)

 

33.13 LNR Partners, LLC, as specialservicer for the Great Lakes Crossing Outlets mortgage loan under the Benchmark2023-B38 PSA.

 

33.14 Park Bridge Lender ServicesLLC, as operating advisor for the Great Lakes Crossing Outlets mortgage loanand the Pacific Design Center mortgage loan under the Benchmark 2023-B38 PSA.(see Exhibit 33.3)

 

33.15 Computershare TrustCompany, National Association, as custodian for the Great Lakes CrossingOutlets mortgage loan and the Pacific Design Center mortgage loan under theBenchmark 2023-B38 PSA. (see Exhibit 33.5)

 

33.16 Computershare Trust Company,National Association, as trustee under the Benchmark 2023-B38 PSA, pursuant towhich the Great Lakes Crossing Outlets mortgage loan and the Pacific DesignCenter mortgage loan are serviced. (see Exhibit 33.4)

 

33.17 Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under theBenchmark 2023-V2 PSA, pursuant to which the Harborside 2-3 mortgage loan isserviced. (see Exhibit 33.1)

 

33.18 3650 REIT Loan Servicing LLC, asspecial servicer for the Harborside 2-3 mortgage loan under the Benchmark2023-V2 PSA. (see Exhibit 33.8)

 

33.19  BellOak, LLC, asoperating advisor for the Harborside 2-3 mortgage loan under the Benchmark2023-V2 PSA.

 

33.20 Computershare Trust Company,National Association, as custodian for the Harborside 2-3 mortgage loan underthe Benchmark 2023-V2 PSA. (see Exhibit 33.5)

 

33.21 Computershare Trust Company,National Association, as trustee under the Benchmark 2023-V2 PSA, pursuant towhich the Harborside 2-3 mortgage loan is serviced. (see Exhibit 33.4)

 

33.22 Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under the BBCMS2023-C21 PSA, pursuant to which the La Habra Marketplace mortgage loan isserviced on and after October 5, 2023. (see Exhibit 33.1)

 

33.23 3650 REIT Loan Servicing LLC, asspecial servicer for the La Habra Marketplace mortgage loan under the BBCMS2023-C21 PSA on and after October 5, 2023. (see Exhibit 33.8)

 

33.24 BellOak, LLC, as operatingadvisor for the La Habra Marketplace mortgage loan under the BBCMS 2023-C21 PSAon and after October 5, 2023. (see Exhibit 33.19)

 

33.25 Computershare Trust Company,National Association, as custodian for the La Habra Marketplace mortgage loan underthe BBCMS 2023-C21 PSA on and after October 5, 2023. (see Exhibit 33.5)

 

33.26 Computershare Trust Company,National Association, as trustee under the BBCMS 2023-C21 PSA, pursuant towhich the La Habra Marketplace mortgage loan is serviced on and after October5, 2023. (see Exhibit 33.4)

 

33.27 Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under the BMO2022-C3 PSA, pursuant to which the La Habra Marketplace mortgage loan isserviced prior to October 5, 2023. (see Exhibit 33.1)

 

33.28 Midland Loan Services, a Divisionof PNC Bank, National Association, as special servicer for the La HabraMarketplace mortgage loan under the BMO 2022-C3 PSA prior to October 5, 2023.(see Exhibit 33.1)

 

33.29 Park Bridge Lender Services LLC,as operating advisor for the La Habra Marketplace mortgage loan under the BMO2022-C3 PSA prior to October 5, 2023. (see Exhibit 33.3)

 

33.30 Computershare Trust Company,National Association, as custodian for the La Habra Marketplace mortgage loanunder the BMO 2022-C3 PSA prior to October 5, 2023. (see Exhibit 33.5)

 

33.31 Computershare Trust Company,National Association, as trustee under the BMO 2022-C3 PSA prior to October 5,2023, pursuant to which the La Habra Marketplace mortgage loan is servicedprior to October 5, 2023. (see Exhibit 33.4)

 

33.32 KeyBank National Association, as servicer under theOAKST 2023-NLP TSA, pursuant to which the Oak Street NLP Fund Portfoliomortgage loan is serviced.  (see Exhibit 33.6)

 

33.33 Computershare Trust Company,National Association as custodian for the Oak Street NLP Fund Portfoliomortgage loan under the OAKST 2023-NLP PSA. (see Exhibit 33.5)

 

33.34 Computershare Trust Company,National Association as trustee prior to December 7, 2023 under the OAKST2023-NLP PSA, pursuant to which the Oak Street NLP Fund Portfolio mortgage loanis serviced. (see Exhibit 33.4)

 

34 Attestation reports on assessment of compliance with servicingcriteria for asset-backed securities. (See Explanatory Note 6)

 

34.1 Midland Loan Services, a Divisionof PNC Bank, National Association, as master servicer

 

34.2 Rialto Capital Advisors, LLC, asspecial servicer

 

34.3 Park Bridge Lender Services LLC, asoperating advisor

 

34.4 Computershare Trust Company,National Association, as certificate administrator and trustee

 

34.5 Computershare Trust Company,National Association, as custodian

 

34.6 KeyBank National Association, asprimary servicer

 

34.7 Midland Loan Services, a Divisionof PNC Bank, National Association, as master servicer under the 3650R 2022-PF2PSA, pursuant to which the 800 Cesar Chavez mortgage loan is serviced. (seeExhibit 34.1)

 

34.8 3650 REIT Loan Servicing LLC, asspecial servicer for the 800 Cesar Chavez mortgage loan under the 3650R2022-PF2 PSA.

 

34.9 Park Bridge Lender Services LLC,as operating advisor for the 800 Cesar Chavez mortgage loan under the 3650R2022-PF2 PSA. (see Exhibit 34.3)

 

34.10 Computershare TrustCompany, National Association, as custodian for the 800 Cesar Chavez mortgageloan under the 3650R 2022-PF2 PSA. (see Exhibit 34.5)

 

34.11 Computershare TrustCompany, National Association, as trustee under the 3650R 2022-PF2 PSA,pursuant to which the 800 Cesar Chavez mortgage loan is serviced. (see Exhibit34.4)

 

34.12 Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under theBenchmark 2023-B38 PSA, pursuant to which the Great Lakes Crossing Outletsmortgage loan and the Pacific Design Center mortgage loan are serviced. (seeExhibit 34.1)

 

34.13 LNR Partners, LLC, asspecial servicer for the Great Lakes Crossing Outlets mortgage loan under theBenchmark 2023-B38 PSA.

 

34.14 Park Bridge Lender ServicesLLC, as operating advisor for the Great Lakes Crossing Outlets mortgage loanand the Pacific Design Center mortgage loan under the Benchmark 2023-B38 PSA.(see Exhibit 34.3)

 

34.15 Computershare TrustCompany, National Association, as custodian for the Great Lakes CrossingOutlets mortgage loan and the Pacific Design Center mortgage loan under theBenchmark 2023-B38 PSA. (see Exhibit 34.5)

 

34.16 Computershare TrustCompany, National Association, as trustee under the Benchmark 2023-B38 PSA, pursuantto which the Great Lakes Crossing Outlets mortgage loan and the Pacific DesignCenter mortgage loan are serviced. (see Exhibit 34.4)

 

34.17 Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under theBenchmark 2023-V2 PSA, pursuant to which the Harborside 2-3 mortgage loan isserviced. (see Exhibit 34.1)

 

34.18 3650 REIT Loan Servicing LLC, asspecial servicer for the Harborside 2-3 mortgage loan under the Benchmark2023-V2 PSA. (see Exhibit 34.8)

 

34.19  BellOak, LLC, asoperating advisor for the Harborside 2-3 mortgage loan under the Benchmark2023-V2 PSA.

 

34.20 Computershare Trust Company,National Association, as custodian for the Harborside 2-3 mortgage loan underthe Benchmark 2023-V2 PSA. (see Exhibit 34.5)

 

34.21 Computershare Trust Company, NationalAssociation, as trustee under the Benchmark 2023-V2 PSA, pursuant to which theHarborside 2-3 mortgage loan is serviced. (see Exhibit 34.4)

 

34.22 Midland Loan Services, a Divisionof PNC Bank, National Association, as master servicer under the BBCMS 2023-C21PSA, pursuant to which the La Habra Marketplace mortgage loan is serviced onand after October 5, 2023. (see Exhibit 34.1)

 

34.23 3650 REIT Loan Servicing LLC, asspecial servicer for the La Habra Marketplace mortgage loan under the BBCMS2023-C21 PSA on and after October 5, 2023. (see Exhibit 34.8)

 

34.24 BellOak, LLC, as operatingadvisor for the La Habra Marketplace mortgage loan under the BBCMS 2023-C21 PSAon and after October 5, 2023. (see Exhibit 34.19)

 

34.25 Computershare Trust Company,National Association, as custodian for the La Habra Marketplace mortgage loanunder the BBCMS 2023-C21 PSA on and after October 5, 2023. (see Exhibit 34.5)

 

34.26 Computershare Trust Company,National Association, as trustee under the BBCMS 2023-C21 PSA, pursuant towhich the La Habra Marketplace mortgage loan is serviced on and after October5, 2023. (see Exhibit 34.4)

 

34.27 Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under the BMO 2022-C3PSA, pursuant to which the La Habra Marketplace mortgage loan is serviced priorto October 5, 2023. (see Exhibit 34.1)

 

34.28 Midland Loan Services, aDivision of PNC Bank, National Association, as special servicer for the LaHabra Marketplace mortgage loan under the BMO 2022-C3 PSA prior to October 5,2023. (see Exhibit 34.1)

 

34.29 Park Bridge Lender Services LLC,as operating advisor for the La Habra Marketplace mortgage loan under the BMO2022-C3 PSA prior to October 5, 2023. (see Exhibit 34.3)

 

34.30 Computershare Trust Company,National Association, as custodian for the La Habra Marketplace mortgage loanunder the BMO 2022-C3 PSA prior to October 5, 2023. (see Exhibit 34.5)

 

34.31 Computershare Trust Company,National Association, as trustee under the BMO 2022-C3 PSA prior to October 5,2023, pursuant to which the La Habra Marketplace mortgage loan is servicedprior to October 5, 2023. (see Exhibit 34.4)

 

34.32 KeyBank National Association, asservicer under the OAKST 2023-NLP TSA, pursuant to which the Oak Street NLPFund Portfolio mortgage loan is serviced.  (see Exhibit 34.6)

 

34.33 Computershare Trust Company,National Association as custodian for the Oak Street NLP Fund Portfoliomortgage loan under the OAKST 2023-NLP PSA. (see Exhibit 34.5)

 

34.34 Computershare Trust Company,National Association as trustee prior to December 7, 2023 under the OAKST2023-NLP PSA, pursuant to which the Oak Street NLP Fund Portfolio mortgage loanis serviced. (see Exhibit 34.4)

 

35 Servicer compliance statement. (See Explanatory Note 7)

 

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

 

35.2 Rialto Capital Advisors, LLC, asspecial servicer

  

35.3 Computershare Trust Company,National Association, as certificate administrator

 

35.4 Midland Loan Services, a Divisionof PNC Bank, National Association, as master servicer under the 3650R 2022-PF2PSA, pursuant to which the 800 Cesar Chavez mortgage loan is serviced. (seeExhibit 35.1)

 

35.5 3650 REIT Loan Servicing LLC, asspecial servicer for the 800 Cesar Chavez mortgage loan under the 3650R2022-PF2 PSA.

 

35.6 Midland Loan Services, a Divisionof PNC Bank, National Association, as master servicer under the Benchmark2023-B38 PSA, pursuant to which the Great Lakes Crossing Outlets mortgage loanand the Pacific Design Center mortgage loan are serviced. (see Exhibit 35.1)

 

35.7 LNR Partners, LLC, as specialservicer for the Great Lakes Crossing Outlets mortgage loan under the Benchmark2023-B38 PSA.

 

35.8 Midland Loan Services, a Divisionof PNC Bank, National Association, as master servicer under the Benchmark2023-V2 PSA, pursuant to which the Harborside 2-3 mortgage loan is serviced.(see Exhibit 35.1)

 

35.9 3650 REIT Loan Servicing LLC, asspecial servicer for the Harborside 2-3 mortgage loan under the Benchmark2023-V2 PSA. (see Exhibit 35.5)

 

35.10 Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under the BBCMS2023-C21 PSA, pursuant to which the La Habra Marketplace mortgage loan isserviced on and after October 5, 2023. (see Exhibit 35.1)

 

35.11 3650 REIT Loan Servicing LLC, asspecial servicer for the La Habra Marketplace mortgage loan under the BBCMS2023-C21 PSA on and after October 5, 2023. (see Exhibit 35.5)

 

35.12 Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under the BMO2022-C3 PSA, pursuant to which the La Habra Marketplace mortgage loan isserviced prior to October 5, 2023. (see Exhibit 35.1)

 

35.13 Midland Loan Services, aDivision of PNC Bank, National Association, as special servicer for the LaHabra Marketplace mortgage loan under the BMO 2022-C3 PSA prior to October 5,2023. (see Exhibit 35.1)

 

35.14 KeyBank National Association,as servicer under the OAKST 2023-NLP TSA, pursuant to which the Oak Street NLPFund Portfolio mortgage loan is serviced.

 

99.1 MortgageLoan Purchase Agreement, dated as of June 1, 2023, between Bank of Montreal andBMO Commercial Mortgage Securities LLC, pursuant to which Bank of Montreal soldcertain mortgage loans to BMO Commercial Mortgage Securities LLC (filed asExhibit 99.1 to the registrant's Current Report on Form 8-K dated June 21,2023, and filed on June 21, 2023 under Commission File No. 333-255934-05, andis incorporated by reference herein).

 

99.2 MortgageLoan Purchase Agreement, dated as of June 1, 2023, between Citi Real EstateFunding Inc. and BMO Commercial Mortgage Securities LLC, pursuant to which CitiReal Estate Funding Inc. sold certain mortgage loans to BMO Commercial MortgageSecurities LLC (filed as Exhibit 99.2 to the registrant's Current Report onForm 8-K dated June 21, 2023, and filed on June 21, 2023 under Commission FileNo. 333-255934-05, and is incorporated by reference herein).

 

99.3 MortgageLoan Purchase Agreement, dated as of June 1, 2023, between KeyBank NationalAssociation and BMO Commercial Mortgage Securities LLC, pursuant to whichKeyBank National Association sold certain mortgage loans to BMO CommercialMortgage Securities LLC (filed as Exhibit 99.3 to the registrant's CurrentReport on Form 8-K dated June 21, 2023, and filed on June 21, 2023 underCommission File No. 333-255934-05, and is incorporated by reference herein).

 

99.4 MortgageLoan Purchase Agreement, dated as of June 1, 2023, between ZionsBancorporation, N.A. and BMO Commercial Mortgage Securities LLC, pursuant towhich Zions Bancorporation, N.A. sold certain mortgage loans to BMO CommercialMortgage Securities LLC (filed as Exhibit 99.4 to the registrant's CurrentReport on Form 8-K dated June 21, 2023, and filed on June 21, 2023 underCommission File No. 333-255934-05, and is incorporated by reference herein).

 

99.5 MortgageLoan Purchase Agreement, dated as of June 1, 2023, between BSPRT CMBS FinanceLLC, Franklin BSP Realty Trust, Inc. and BMO Commercial Mortgage SecuritiesLLC, pursuant to which BSPRT CMBS Finance LLC sold certain mortgage loans toBMO Commercial Mortgage Securities LLC (filed as Exhibit 99.5 to theregistrant's Current Report on Form 8-K dated June 21, 2023, and filed on June21, 2023 under Commission File No. 333-255934-05, and is incorporated byreference herein).

 

99.6 MortgageLoan Purchase Agreement, dated as of June 1, 2023, between 3650 Real EstateInvestment Trust 2 LLC and BMO Commercial Mortgage Securities LLC, pursuant towhich 3650 Real Estate Investment Trust 2 LLC sold certain mortgage loans toBMO Commercial Mortgage Securities LLC (filed as Exhibit 99.6 to theregistrant's Current Report on Form 8-K dated June 21, 2023, and filed on June21, 2023 under Commission File No. 333-255934-05, and is incorporated byreference herein).

 

99.7 MortgageLoan Purchase Agreement, dated as of June 1, 2023, between Starwood MortgageCapital LLC and BMO Commercial Mortgage Securities LLC, pursuant to whichStarwood Mortgage Capital LLC sold certain mortgage loans to BMO CommercialMortgage Securities LLC (filed as Exhibit 99.7 to the registrant's CurrentReport on Form 8-K dated June 21, 2023, and filed on June 21, 2023 underCommission File No. 333-255934-05, and is incorporated by reference herein).

 

99.8 MortgageLoan Purchase Agreement, dated as of June 1, 2023, between German AmericanCapital Corporation and BMO Commercial Mortgage Securities LLC, pursuant towhich German American Capital Corporation sold certain mortgage loans to BMOCommercial Mortgage Securities LLC (filed as Exhibit 99.8 to the registrant'sCurrent Report on Form 8-K dated June 21, 2023, and filed on June 21, 2023under Commission File No. 333-255934-05, and is incorporated by referenceherein).

 

99.9 MortgageLoan Purchase Agreement, dated as of June 1, 2023, between UBS AG and BMOCommercial Mortgage Securities LLC, pursuant to which UBS AG sold certainmortgage loans to BMO Commercial Mortgage Securities LLC (filed as Exhibit 99.9to the registrant's Current Report on Form 8-K dated June 21, 2023, and filedon June 21, 2023 under Commission File No. 333-255934-05, and is incorporatedby reference herein).

 

99.10 PrimaryServicing Agreement, dated as of June 1, 2023, between Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer, and KeyBankNational Association, as primary servicer (filed as Exhibit 99.10 to theregistrant's Current Report on Form 8-K dated June 21, 2023, and filed on June21, 2023 under Commission File No. 333-255934-05, and is incorporated byreference 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.

 

BMOCommercial Mortgage Securities LLC

(Depositor)

 

/s/Paul Vanderslice

PaulVanderslice, Chief Executive Officer 

(seniorofficer in charge of securitization of the depositor)

 

Date:March 28, 2024