**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: 333-262701-04**

 

**Central Index Key Number of the issuing entity:0001979859**

 

**Benchmark 2023-B39 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: 0000835271**

** **

**JPMorgan Chase Bank, National Association**

**(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: 0001541502**

 

**Goldman Sachs Mortgage Company**

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

 

 

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

**38-4258208**

**38-4258209**

**(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 smaller reportingcompany, 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-voting commonequity held by non-affiliates computed by reference to the price at which thecommon equity was last sold, or the average bid and asked price of such commonequity, as of the last business day of the registrant's most recently completedsecond 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 Fashion Valley Mall mortgage loan, which representedapproximately 9.4% 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 Fashion Valley Mall mortgage loan and each of the relatedcompanion loan(s) were serviced pursuant to the BBCMS 2023-C20 PSA (as definedin Item 15 below) prior to December 21, 2023. The Fashion Valley Mall mortgage loan and each of the related companion loan(s)are serviced pursuant to the Benchmark 2023-B40 PSA (as defined in Item 15below) on and after December 21, 2023. 

 

2. The Pacific Design Center mortgage loan, which representedapproximately 7.1% 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 Pacific Design Center mortgage loan and each of the relatedcompanion loan(s) are serviced pursuant to the Benchmark2023-B38 PSA (as defined in Item 15 below).

 

3. The Scottsdale Fashion Square mortgageloan, which represented approximately 4.5% 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 Scottsdale Fashion Square mortgage loan andeach of the related companion loan(s) are serviced pursuant to the SCOTT2023-SFS TSA (as defined in Item 15 below).

 

4. The One & Two Commerce Square mortgage loan, whichrepresented approximately 4.4% 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 One & Two Commerce Square mortgage loan andeach of the related companion loan(s) were serviced pursuant to the BBCMS2023-C20 PSA (as defined in Item 15 below) prior to December 21, 2023. The One & Two Commerce Square mortgage loan and each of the relatedcompanion loan(s) are serviced pursuant to the BANK 2023-BNK46 PSA (as definedin Item 15 below) on and after August 10, 2023. 

 

5. The Scottsdale Fashion Square mortgage loan, which representedapproximately 4.5% 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 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).

 

6. The Miracle Mile mortgage loan, which represented approximately3.3% 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. The MiracleMile mortgage loan and each of the related companion loan(s) are servicedpursuant to the MIRA Trust 2023-MILE TSA (as defined in Item 15 below).

 

7. The Harborside 2-3 mortgage loan, which representedapproximately 2.8% 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) are serviced pursuant to the Benchmark 2023-V2 PSA (as defined in Item15 below).

 

8. The Jaylor – Burger King Portfolio mortgage loan, which representedapproximately 2.7% 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 Hyatt Regency Indianapolis mortgage loan, which representedapproximately 2.0% 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 Jaylor – Burger King Portfolio mortgage loan, the HyattRegency Indianapolis mortgage loan and each of the related companion loan(s)are serviced pursuant to the BMO 2023-C5 PSA (as defined in Item 15 below).

 

9. The One Campus Martius mortgage loan, which representedapproximately 2.6% 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 One Campus Martius mortgage loan and each of the related companionloan(s) are serviced pursuant to the Benchmark 2022-B36 PSA (as defined in Item15 below).

 

10.  Pursuant to Instruction 3 to Item1122 of Regulation AB, the report on assessment of compliance with servicingcriteria and attestation report on assessment of compliance with servicingcriteria of (i) Berkadia Commercial Mortgage LLC, as servicer under the SCOTT2023-SFS TSA, pursuant to which the Scottsdale Fashion Square mortgage loan isserviced, (ii) 3650 REIT Loan Servicing LLC, as special servicer for theHarborside 2-3 mortgage loan under the BMARK 2023-V2 PSA, (iii) BellOak, LLC,as operating advisor for the Harborside 2-3 mortgage loan under the BMARK2023-V2 PSA, (iv)RialtoCapital Advisors, LLC, as special servicer for the Jaylor-Burger King Portfoliomortgage loan and Hyatt Regency Indianapolis mortgage loan under the BMO2023-C5 PSA, and (v) Wells Fargo Bank, National Association, as master servicerunder the BANK 2023-BNK46 PSA, pursuant to which the  One & TwoCommerce Square mortgage loan is serviced on and after August 10, 2023, are notincluded in this report on Form 10-K because each of Berkadia CommercialMortgage LLC, 3650 REIT Loan Servicing LLC, BellOak, LLC, Rialto CapitalAdvisors, LLC and Wells Fargo Bank, National Association performed activitiesthat address the servicing criteria specified in Item 1122(d) of Regulation ABwith respect to 5% or less of the pool assets of the issuing entity.  Thisannual report on Form 10-K does not include the reports on assessment ofcompliance with servicing criteria and attestation reports on assessment ofcompliance with servicing criteria of Computershare Trust Company, NationalAssociation as certificate administrator under the BBCMS 2023-C20 PSA, theBenchmark 2023-B38 PSA, the SCOTT 2023-SFS TSA, the MIRA Trust 2023-MILE TSA, theBenchmark 2023-V2 PSA, the BMO 2023-C5 PSA, the Benchmark 2022-B36 PSA, theBenchmark 2023-B40 PSA and the BANK 2023-BNK46 PSA, because the certificate administrator under each suchpooling and servicing agreement or trust and servicing agreement does notperform any activities that address the servicing criteria specified in Item1122(d) of Regulation AB with respect to the issuing entity.

 

11.  This annual report on Form 10-K does not include theservicer compliance statements of (i)Argentic Services Company LP, as special servicer for the PacificDesign Center mortgage loan under the BMARK 2023-B38 PSA, (ii) BerkadiaCommercial Mortgage LLC, as servicer under the SCOTT 2023-SFS TSA, pursuant towhich the Scottsdale Fashion Square mortgage loan is serviced, (iii)3650 REIT Loan Servicing LLC, as specialservicer for the Harborside 2-3 mortgage loan under the BMARK 2023-V2 PSA, (iv)Rialto Capital Advisors, LLC, as special servicer for the Jaylor-Burger KingPortfolio mortgage loan and Hyatt Regency Indianapolis mortgage loan under theBMO 2023-C5 PSA, (v) Wells Fargo Bank, National Association, as master servicerunder the BANK 2023-BNK46 PSA, pursuant to which the  One & Two Commerce Squaremortgage loan is serviced on and after August 10, 2023, because each ofArgentic Services Company LP, Berkadia Commercial Mortgage LLC, 3650 REIT LoanServicing LLC, Rialto Capital Advisors, LLC and Wells Fargo Bank, NationalAssociation is an unaffiliated party that services less than 10% of the poolassets of the issuing entity, and therefore is not a “servicer” that meets thecriteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.  Thisannual report on Form 10-K does not include the servicer compliance statementsof Computershare Trust Company, National Association as certificateadministrator under the BBCMS 2023-C20 PSA, the Benchmark 2023-B38 PSA, theSCOTT 2023-SFS TSA, the MIRA Trust 2023-MILE TSA,the Benchmark 2023-V2 PSA, the BMO 2023-C5 PSA, the Benchmark 2022-B36 PSA, theBenchmark 2023-B40 PSA and the BANK 2023-BNK46 PSA, because the certificate administrator under each suchpooling and servicing agreement or trust and servicing agreement is not a“servicer” 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.** |
| ** **

**Item 1C.** | None.

**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.**         | **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-B39 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.**

 

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

 

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

 

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 July 18, 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 July 1, 2023, among Citigroup CommercialMortgage Securities Inc., as depositor, Midland Loan Services, a Division ofPNC Bank, National Association, as master servicer, K-Star Asset ManagementLLC, as a special servicer, Situs Holdings, LLC, solely with respect to theBack Bay Office Whole Loan, as a special servicer, Park Bridge Lender ServicesLLC, as operating advisor and as asset representations reviewer, ComputershareTrust Company, National Association, as certificate administrator, andComputershare Trust Company, National Association, as trustee. (filed asExhibit 4.1 to the registrant's Current Report on Form 8-K dated July 18, 2023,and filed on July 18, 2023 under Commission File No. 333-262701-04, and isincorporated by reference herein).

 

(4.2) Poolingand Servicing Agreement, dated as of July 1, 2023 ("BBCMS 2023-C20PSA"), among Barclays Commercial Mortgage Securities LLC, as depositor,KeyBank National Association, as master servicer, LNR Partners, LLC, as specialservicer, KeyBank National Association, as Ashburn Data Center specialservicer, Computershare Trust Company, National Association, as certificateadministrator and as trustee, and Park Bridge Lender Services LLC, as operatingadvisor and as asset representations reviewer (filed as Exhibit 4.2 to theregistrant's Current Report on Form 8-K dated July 18, 2023, and filed on July18, 2023 under Commission File No. 333-262701-04, and is incorporated byreference herein). (See Explanatory Note 1 and Explanatory Note 4)

 

(4.3) Poolingand Servicing Agreement, dated as of April 1, 2023 (“Benchmark 2023-B38 PSA”),between Deutsche Mortgage & Asset Receiving Corporation, as depositor,Midland Loan Services, a Division of PNC Bank, National Association, as masterservicer, LNR Partners, LLC, as general special servicer, Argentic ServicesCompany LP, as Pacific Design Center special servicer, Computershare TrustCompany, N.A., as trustee, certificate administrator, paying agent andcustodian, and Park Bridge Lender Services LLC, as operating advisor and assetrepresentations reviewer (filed as Exhibit 4.3 to the registrant's CurrentReport on Form 8-K dated July 18, 2023, and filed on July 18, 2023 underCommission File No. 333-262701-04, and is incorporated by reference herein).(See Explanatory Note 2).

 

(4.4) Trustand Servicing Agreement, dated as of March 17, 2023 ("SCOTT 2023-SFSTSA"), between GS Mortgage Securities Corporation II, as depositor,Berkadia Commercial Mortgage LLC, as servicer, KeyBank National Association, asspecial servicer, Computershare Trust Company, National Association, ascertificate administrator and custodian, Wilmington Trust, NationalAssociation, as trustee, and Park Bridge Lender Services LLC, as operatingadvisor (filed as Exhibit 4.4 to the registrant's Current Report on Form 8-Kdated July 18, 2023, and filed on July 18, 2023 under Commission File No.333-262701-04, and is incorporated by reference herein) (See Explanatory Note5).

 

(4.5) Trustand Servicing Agreement, dated as of June 21, 2023 (“MIRA Trust 2023-MILETSA”), between GS Mortgage Securities Corporation II, as depositor, MidlandLoan Services, a Division of PNC Bank, National Association, as servicer,KeyBank National Association, as special servicer, Computershare Trust Company,National Association, as trustee, certificate administrator and custodian, andPark Bridge Lender Services LLC, as operating advisor.  (filed as Exhibit4.1 to the registrant's Current Report on Form 8-K/A dated July 18, 2023, andfiled on August 21, 2023 under Commission File No. 333-262701-04, and is incorporatedby reference herein). (See Explanatory Note 6).

 

(4.6) Poolingand Servicing Agreement, dated as of December 1, 2021 ("Benchmark 2023-V2PSA"), 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 ComputershareTrust Company, National Association, as trustee (filed as Exhibit 4.6 to theregistrant's Current Report on Form 8-K dated July 18, 2023, and filed on July18, 2023 under Commission File No. 333-262701-04, and is incorporated byreference herein) (See Explanatory Note 7).

 

(4.7) Poolingand Servicing Agreement, dated as of June 1, 2023 (“BMO 2023-C5 PSA”), amongBMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer, Rialto CapitalAdvisors, LLC, as special servicer, Park Bridge Lender Services LLC, asoperating advisor and as asset representations reviewer, Computershare TrustCompany, National Association, as certificate administrator, and ComputershareTrust Company, National Association, as trustee (filed as Exhibit 4.7 to theregistrant's Current Report on Form 8-K dated July 18, 2023, and filed on July18, 2023 under Commission File No. 333-262701-04, and is incorporated byreference herein) (See Explanatory Note 8).

 

(4.8)Poolingand Servicing Agreement is dated as of August 1, 2022 (“Benchmark 2022-B36PSA”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., asdepositor, Midland Loan Services, a Division of PNC Bank, National Association,as master servicer, K-Star Asset Management LLC (as successor to Midland LoanServices, a Division of PNC Bank, National Association), as special servicer,Computershare Trust Company, National Association, as certificateadministrator, Wilmington Trust, National Association, as trustee, and ParkBridge Lender Services LLC, as operating advisor and as asset representationsreviewer (filed as Exhibit 4.8 to the registrant's Current Report on Form 8-Kdated July 18, 2023, and filed on July 18, 2023 under Commission File No.333-262701-04, and is incorporated by reference herein) (See Explanatory Note9).

 

(4.9) Poolingand Servicing Agreement, dated as of April 1, 2023 (“Benchmark 2023-B40 PSA”),between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor(the “Benchmark 2023-B40 Depositor”), Midland Loan Services, a Division of PNCBank, National Association, as master servicer, LNR Partners, LLC, as specialservicer, Computershare Trust Company, National Association, as certificateadministrator and as trustee, and Pentalpha Surveillance LLC, as operatingadvisor and as asset representations reviewer (filed as Exhibit 4.1 to theregistrant's Current Report on Form 8-K dated December 21, 2023, and filed onDecember 28, 2023 under Commission File No. 333-262701-04, and is incorporatedby reference herein). (See Explanatory Note 1).

 

(4.10) Poolingand Servicing Agreement, dated as of August 1, 2023 (“BANK 2023-BNK46 PSA”),among Wells Fargo Bank Commercial Mortgage Securities, Inc., as depositor,Wells Fargo Bank, National Association, as general master servicer, LNRPartners, LLC, as general special servicer, National Cooperative Bank, N.A., asco-op master servicer and as co-op special servicer, Computershare TrustCompany, National Association, as certificate administrator, Wilmington Trust,National Association, as trustee, and Park Bridge Lender Services LLC, asoperating advisor and as asset representations reviewer (filed as Exhibit 4.1to the registrant's Current Report on Form 8-K dated August 10, 2023, and filedon August 16, 2023 under Commission File No. 333-262701-04, and is incorporatedby reference herein). (See Explanatory Note 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 10)

 

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

 

33.2  K-Star Asset ManagementLLC, as special servicer

 

33.3  Situs Holdings, LLC, asspecial servicer

 

33.4  Park Bridge Lender ServicesLLC, as operating advisor

 

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

 

33.6  Computershare TrustCompany, National Association, as custodian

 

33.7  KeyBank NationalAssociation, as master servicer under the BBCMS 2023-C20 PSA, pursuant to whichthe Fashion Valley Mall mortgage loan is serviced prior to December 21, 2023and the One & Two Commerce Square mortgage loan is serviced prior to August10, 2023.

 

33.8  LNRPartners, LLC, as special servicer for the Fashion Valley Mall mortgage loan(prior to December 21, 2023) and the One & Two Commerce Square mortgageloan (prior to August 10, 2023) under the BBCMS 2023-C20 PSA.

 

33.9  Park Bridge Lender Services LLC, as operating advisorfor the Fashion Valley Mall mortgage loan (prior to December 21, 2023) and theOne & Two Commerce Square mortgage (prior to August 10, 2023) mortgage loanunder the BBCMS 2023-C20 PSA. (see Exhibit 33.4)

 

33.10  Computershare Trust Company, National Association, ascustodian for the Fashion Valley Mall mortgage loan (prior to December 21,2023) and the One & Two Commerce Square mortgage (prior to August 10, 2023)under the BBCMS 2023-C20 PSA. (see Exhibit 33.5)

 

33.11  Computershare Trust Company, National Association, astrustee under the BBCMS 2023-C20 PSA, pursuant to which the Fashion Valley Mallmortgage loan (prior to December 21, 2023) and the One & Two Commerce Squaremortgage (prior to August 10, 2023)  are serviced. (see Exhibit 33.5)

 

33.12  Midland Loan Services, a Division of PNC Bank, NationalAssociation, as master servicer under the BMARK 2023-B38 PSA, pursuant to whichthe Pacific Design Center mortgage loan is serviced. (see Exhibit 33.1)

 

33.13  Argentic Services CompanyLP, as special servicer for the Pacific Design Center mortgage loan under theBMARK 2023-B38 PSA.

 

33.14  Computershare Trust Company, National Association, ascustodian for the Pacific Design Center mortgage loan under the BMARK 2023-B38PSA. (see Exhibit 33.5)

 

33.15  Park Bridge Lender Services LLC, as operating advisorfor the Pacific Design Center mortgage loan under the BMARK 2023-B38 PSA. (seeExhibit 33.4)

 

33.16  Computershare Trust Company, National Association, astrustee under the BMARK 2023-B38 PSA, pursuant to which the Pacific DesignCenter mortgage loan is serviced. (see Exhibit 33.5)

 

33.17  Berkadia Commercial Mortgage LLC, as servicer under the SCOTT2023-SFS TSA, pursuant to which the Scottsdale Fashion Square mortgage loan isserviced. (omitted; see Explanatory Note 10)

 

33.18  KeyBank NationalAssociation, as special servicer for the Scottsdale Fashion Square mortgageloan under the SCOTT 2023-SFS TSA. (see Exhibit 33.7)

 

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

 

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

 

33.21  Park Bridge Lender Services LLC, as operating advisorfor the Scottsdale Fashion Square mortgage loan under the SCOTT 2023-SFS TSA.(see Exhibit 33.4)

 

33.22  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer under the MIRA Trust 2023-MILE TSA,pursuant to which the Miracle Mile mortgage loan is serviced. (see Exhibit33.1)

 

33.23  KeyBank NationalAssociation, as special servicer for the Miracle Mile mortgage loan under theMIRA Trust 2023-MILE TSA. (see Exhibit 33.7)

 

33.24  Computershare Trust Company, National Association, ascustodian for the Miracle Mile mortgage loan under the MIRA Trust 2023-MILETSA. (see Exhibit 33.5)

 

33.25  Computershare Trust Company, National Association, astrustee under the MIRA Trust 2023-MILE TSA, pursuant to which the Miracle Milemortgage loan is serviced. (see Exhibit 33.5)

 

33.26  Park Bridge Lender Services LLC, as operating advisorfor the Miracle Mile mortgage loan under the MIRA Trust 2023-MILE TSA. (seeExhibit 33.4)

 

33.27  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer under the BMARK 2023-V2 PSA, pursuantto which the Harborside 2-3 mortgage loan is serviced. (see Exhibit 33.1)

 

33.28  3650 REIT Loan Servicing LLC, as special servicer for theHarborside 2-3 mortgage loan under the BMARK 2023-V2 PSA. (omitted; seeExplanatory Note 10)

 

33.29 BellOak, LLC, as operating advisor for the Harborside 2-3 mortgage loanunder the BMARK 2023-V2 PSA. (omitted; see Explanatory Note 10)

 

33.30  Computershare Trust Company, National Association, ascustodian for the Harborside 2-3 mortgage loan under the BMARK 2023-V2 PSA.(see Exhibit 33.5)

 

33.31  Computershare Trust Company, National Association, astrustee under the BMARK 2023-V2 PSA, pursuant to which the Harborside 2-3mortgage loan is serviced. (see Exhibit 33.5)

 

33.32  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer under the BMO 2023-C5 PSA, pursuant towhich the Jaylor-Burger King Portfolio mortgage loan and Hyatt RegencyIndianapolis mortgage loan are serviced. (see Exhibit 33.1)

 

33.33  Rialto Capital Advisors,LLC, as special servicer for the Jaylor-Burger King Portfolio mortgage loan andHyatt Regency Indianapolis mortgage loan under the BMO 2023-C5 PSA. (omitted;see Explanatory Note 10)

 

33.34  Park Bridge Lender Services LLC, as operating advisorfor the Jaylor-Burger King Portfolio mortgage loan and Hyatt RegencyIndianapolis mortgage loan under the BMO 2023-C5 PSA. (see Exhibit 33.4)

 

33.35  Computershare Trust Company, National Association, ascustodian for the Jaylor-Burger King Portfolio mortgage loan and Hyatt RegencyIndianapolis mortgage loan under the BMO 2023-C5 PSA. (see Exhibit 33.5)

 

33.36  Computershare Trust Company, National Association, astrustee under the BMO 2023-C5 PSA, pursuant to which the Jaylor-Burger KingPortfolio mortgage loan and Hyatt Regency Indianapolis mortgage loan areserviced. (see Exhibit 33.5)

 

33.37  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer under the Benchmark 2022-B36 PSA,pursuant to which the One Campus Martius mortgage loan is serviced. (seeExhibit 33.1)

 

33.38  K-Star Asset Management LLC, as special servicer forthe One Campus Martius mortgage loan under the Benchmark 2022-B36 PSA. (seeExhibit 33.2)

 

33.39  Computershare Trust Company, National Association, ascustodian for the One Campus Martius mortgage loan under the Benchmark 2022-B36PSA. (see Exhibit 33.5)

 

33.40  Computershare Trust Company, National Association, as trusteeunder the Benchmark 2022-B36 PSA, pursuant to which the One Campus Martiusmortgage loan is serviced. (see Exhibit 33.5)

 

33.41  Park Bridge Lender Services LLC, as operating advisorfor the One Campus Martius mortgage loan under the Benchmark 2022-B36 PSA. (seeExhibit 33.4)

 

33.42  Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under theBenchmark 2023-B40 PSA, pursuant to which the Fashion Valley Mall mortgage loanis serviced on and after December 21, 2023 (see Exhibit 33.1).

 

33.43  LNR Partners, LLC, asspecial servicer for the Fashion Valley Mall mortgage loan under the Benchmark2023-B40 PSA on and after December 21, 2023 (see Exhibit 33.8)

 

33.44  Pentalpha Surveillance LLC,as operating advisor for the Fashion Valley Mall mortgage loan under theBenchmark 2023-B40 PSA on and after December 21, 2023.

 

33.45  Computershare Trust Company, National Association, ascustodian for the Fashion Valley Mall mortgage loan under the Benchmark2023-B40 PSA on and after December 21, 2023. (see Exhibit 33.5)

 

33.46  Computershare Trust Company, National Association, astrustee under the Benchmark 2023-B40 PSA, pursuant to which the Fashion ValleyMall mortgage loan is serviced on and after December 21, 2023. (see Exhibit33.5)

 

33.47  Wells Fargo Bank, NationalAssociation, as master servicer under the BANK 2023-BNK46 PSA, pursuant to whichthe  One & Two Commerce Square mortgage loan is serviced on and afterAugust 10, 2023. (omitted; see Explanatory Note 10)

 

33.48  LNR Partners, LLC, asspecial servicer for the One & Two Commerce Square mortgage loan under theBANK 2023-BNK46 PSA on and after August 10, 2023 (see Exhibit 33.8).

 

33.49  Park Bridge Lender Services LLC, as operating advisorfor the One & Two Commerce Square mortgage loan under the BANK 2023-BNK46PSA on and after August 10, 2023. (see Exhibit 33.4)

 

33.50  Computershare Trust Company, National Association, ascustodian for the One & Two Commerce Square mortgage under the BANK2023-BNK46 PSA on and after August 10, 2023. (see Exhibit 33.5)

 

33.51  Wilmington Trust, NationalAssociation, as trustee under the BANK 2023-BNK46 PSA, pursuant to which theOne & Two Commerce Square mortgage is serviced on and after August 10,2023. (see Exhibit 33.20)

  

34 Attestation reports on assessment of compliance with servicingcriteria for asset-backed securities. (seeExplanatory Note 10)

 

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

 

34.2  K-Star Asset ManagementLLC, as special servicer

 

34.3  Situs Holdings, LLC, asspecial servicer

 

34.4  Park Bridge Lender ServicesLLC, as operating advisor

 

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

 

34.6  Computershare TrustCompany, National Association, as custodian

 

34.7  KeyBank NationalAssociation, as master servicer under the BBCMS 2023-C20 PSA, pursuant to whichthe Fashion Valley Mall mortgage loan is serviced prior to December 21, 2023and the One & Two Commerce Square mortgage loan is serviced prior to August10, 2023.

 

34.8  LNR Partners, LLC, asspecial servicer for the Fashion Valley Mall mortgage loan (prior to December21, 2023) and the One & Two Commerce Square mortgage loan (prior to August10, 2023) under the BBCMS 2023-C20 PSA.

 

34.9  Park Bridge Lender Services LLC, as operating advisorfor the Fashion Valley Mall mortgage loan (prior to December 21, 2023) and theOne & Two Commerce Square mortgage (prior to August 10, 2023) mortgage loanunder the BBCMS 2023-C20 PSA. (see Exhibit 34.4)

 

34.10  Computershare Trust Company, National Association, ascustodian for the Fashion Valley Mall mortgage loan (prior to December 21,2023) and the One & Two Commerce Square mortgage (prior to August 10, 2023)under the BBCMS 2023-C20 PSA. (see Exhibit 34.5)

 

34.11  Computershare Trust Company, National Association, astrustee under the BBCMS 2023-C20 PSA, pursuant to which the Fashion Valley Mallmortgage loan (prior to December 21, 2023) and the One & Two CommerceSquare mortgage (prior to August 10, 2023)  are serviced. (see Exhibit34.5)

 

34.12  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer under the BMARK 2023-B38 PSA, pursuantto which the Pacific Design Center mortgage loan is serviced. (see Exhibit34.1)

 

34.13  Argentic Services Company LP, as special servicer forthe Pacific Design Center mortgage loan under the BMARK 2023-B38 PSA.

 

34.14  Computershare Trust Company, National Association, ascustodian for the Pacific Design Center mortgage loan under the BMARK 2023-B38PSA. (see Exhibit 34.5)

 

34.15  Park Bridge Lender Services LLC, as operating advisorfor the Pacific Design Center mortgage loan under the BMARK 2023-B38 PSA. (seeExhibit 34.4)

 

34.16  Computershare Trust Company, National Association, astrustee under the BMARK 2023-B38 PSA, pursuant to which the Pacific DesignCenter mortgage loan is serviced. (see Exhibit 34.5)

 

34.17 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 10)

 

34.18  KeyBank National Association, as special servicer forthe Scottsdale Fashion Square mortgage loan under the SCOTT 2023-SFS TSA. (seeExhibit 34.7)

 

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

 

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

 

34.21  Park Bridge Lender Services LLC, as operating advisorfor the Scottsdale Fashion Square mortgage loan under the SCOTT 2023-SFS TSA.(see Exhibit 34.4)

 

34.22  Midland Loan Services, a Division of PNC Bank, NationalAssociation, as master servicer under the MIRA Trust 2023-MILE TSA, pursuant towhich the Miracle Mile mortgage loan is serviced. (see Exhibit 34.1)

 

34.23  KeyBank National Association, as special servicer forthe Miracle Mile mortgage loan under the MIRA Trust 2023-MILE TSA. (see Exhibit34.7)

 

34.24  Computershare Trust Company, National Association, ascustodian for the Miracle Mile mortgage loan under the MIRA Trust 2023-MILETSA. (see Exhibit 34.5)

 

34.25  Computershare Trust Company, National Association, astrustee under the MIRA Trust 2023-MILE TSA, pursuant to which the Miracle Milemortgage loan is serviced. (see Exhibit 34.5)

 

34.26  Park Bridge Lender Services LLC, as operating advisor forthe Miracle Mile mortgage loan under the MIRA Trust 2023-MILE TSA. (see Exhibit34.4)

 

34.27  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer under the BMARK 2023-V2 PSA, pursuantto which the Harborside 2-3 mortgage loan is serviced. (see Exhibit 34.1)

 

34.28  3650 REITLoan Servicing LLC, as special servicer for the Harborside 2-3 mortgage loanunder the BMARK 2023-V2 PSA. (omitted; see Explanatory Note 10)

 

34.29 BellOak, LLC, as operating advisor for the Harborside 2-3 mortgage loanunder the BMARK 2023-V2 PSA. (omitted; see Explanatory Note 10)

 

34.30  Computershare Trust Company, National Association, ascustodian for the Harborside 2-3 mortgage loan under the BMARK 2023-V2 PSA.(see Exhibit 34.5)

 

34.31  Computershare Trust Company, National Association, astrustee under the BMARK 2023-V2 PSA, pursuant to which the Harborside 2-3mortgage loan is serviced. (see Exhibit 34.5)

 

34.32  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer under the BMO 2023-C5 PSA, pursuant towhich the Jaylor-Burger King Portfolio mortgage loan and Hyatt RegencyIndianapolis mortgage loan are serviced. (see Exhibit 34.1)

 

34.33  RialtoCapital Advisors, LLC, as special servicer for the Jaylor-Burger King Portfoliomortgage loan and Hyatt Regency Indianapolis mortgage loan under the BMO2023-C5 PSA. (omitted; see Explanatory Note 10)

 

34.34  Park Bridge Lender Services LLC, as operating advisorfor the Jaylor-Burger King Portfolio mortgage loan and Hyatt RegencyIndianapolis mortgage loan under the BMO 2023-C5 PSA. (see Exhibit 34.4)

 

34.35  Computershare Trust Company, National Association, ascustodian for the Jaylor-Burger King Portfolio mortgage loan and Hyatt RegencyIndianapolis mortgage loan under the BMO 2023-C5 PSA. (see Exhibit 34.5)

 

34.36  Computershare Trust Company, National Association, astrustee under the BMO 2023-C5 PSA, pursuant to which the Jaylor-Burger KingPortfolio mortgage loan and Hyatt Regency Indianapolis mortgage loan areserviced. (see Exhibit 34.5)

 

34.37  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer under the Benchmark 2022-B36 PSA,pursuant to which the One Campus Martius mortgage loan is serviced. (seeExhibit 34.1)

 

34.38  K-Star Asset Management LLC, as special servicer forthe One Campus Martius mortgage loan under the Benchmark 2022-B36 PSA. (seeExhibit 34.2)

 

34.39  Computershare Trust Company, National Association, ascustodian for the One Campus Martius mortgage loan under the Benchmark 2022-B36PSA. (see Exhibit 34.5)

 

34.40  Computershare Trust Company, National Association, astrustee under the Benchmark 2022-B36 PSA, pursuant to which the One CampusMartius mortgage loan is serviced. (see Exhibit 34.5)

 

34.41  Park Bridge Lender Services LLC, as operating advisor forthe One Campus Martius mortgage loan under the Benchmark 2022-B36 PSA. (seeExhibit 34.4)

 

34.42  Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under theBenchmark 2023-B40 PSA, pursuant to which the Fashion Valley Mall mortgage loanis serviced on and after December 21, 2023 (see Exhibit 34.1).

 

34.43  LNR Partners, LLC, asspecial servicer for the Fashion Valley Mall mortgage loan under the Benchmark2023-B40 PSA on and after December 21, 2023 (see Exhibit 34.8)

 

34.44  Pentalpha Surveillance LLC, as operating advisor forthe Fashion Valley Mall mortgage loan under the Benchmark 2023-B40 PSA on andafter December 21, 2023.

 

34.45  Computershare Trust Company, National Association, ascustodian for the Fashion Valley Mall mortgage loan under the Benchmark2023-B40 PSA on and after December 21, 2023. (see Exhibit 34.5)

 

34.46  Computershare Trust Company, National Association, astrustee under the Benchmark 2023-B40 PSA, pursuant to which the Fashion ValleyMall mortgage loan is serviced on and after December 21, 2023. (see Exhibit34.5)

 

34.47  Wells Fargo Bank, National Association, as masterservicer under the BANK 2023-BNK46 PSA, pursuant to which the  One & Two Commerce Squaremortgage loan is serviced on and after August 10, 2023. (omitted; see ExplanatoryNote 10)

 

34.48  LNR Partners, LLC, asspecial servicer for the One & Two Commerce Square mortgage loan under theBANK 2023-BNK46 PSA on and after August 10, 2023 (see Exhibit 34.8).

 

34.49  Park Bridge Lender Services LLC, as operating advisorfor the One & Two Commerce Square mortgage loan under the BANK 2023-BNK46PSA on and after August 10, 2023. (see Exhibit 34.4)

 

34.50  Computershare Trust Company, National Association, ascustodian for the One & Two Commerce Square mortgage under the BANK2023-BNK46 PSA on and after August 10, 2023. (see Exhibit 34.5)

 

34.51  Wilmington Trust, NationalAssociation, as trustee under the BANK 2023-BNK46 PSA, pursuant to which theOne & Two Commerce Square mortgage is serviced on and after August 10,2023. (see Exhibit 34.20)

 

35 Servicer compliance statement. (see Explanatory Note 11)

 

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

 

35.2  K-Star Asset managementLLC, as special servicer

 

35.3  Computershare Trust Company, National Association, ascertificate administrator

 

35.4   KeyBank NationalAssociation, as master servicer under the BBCMS 2023-C20 PSA, pursuant to whichthe Fashion Valley Mall mortgage loan is serviced prior to December 21, 2023and the One & Two Commerce Square mortgage loan is serviced prior to August10, 2023.

 

35.5  LNR Partners, LLC, asspecial servicer for the Fashion Valley Mall mortgage loan (prior to December21, 2023) and the One & Two Commerce Square mortgage loan (prior to August10, 2023) under the BBCMS 2023-C20 PSA.

 

35.6  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer under the under BMARK 2023-B38 PSA,pursuant to which the Pacific Design Center mortgage loan is serviced. (seeExhibit 35.1)

 

35.7 KeyBank National Association, asspecial servicer for the Scottsdale Fashion Square mortgage loan under theSCOTT 2023-SFS TSA (see Exhibit 35.4)

 

35.8 Midland Loan Services, a Division of PNC Bank, NationalAssociation, as master servicer under the MIRA Trust 2023-MILE TSA, pursuant towhich the Miracle Mile mortgage loan is serviced. (see Exhibit 35.1)

 

35.9  KeyBank National Association,as special servicer for the Miracle Mile mortgage loan under the MIRA Trust2023-MILE TSA (see Exhibit 35.4)

 

35.10  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer under the BMARK 2023-V2 PSA, pursuantto which the Harborside 2-3 mortgage loan is serviced. (see Exhibit 35.1)

 

35.11  Midland Loan Services, a Division of PNC Bank,National Association, as master servicer under the BMO 2023-C5 PSA, pursuant towhich the Jaylor – Burger King Portfolio and Hyatt Regency Indianapolis areserviced. (see Exhibit 35.1)

 

35.12 Midland Loan Services, a Division of PNC Bank,National Association, as master servicer under the Benchmark 2022-B36 PSA,pursuant to which the One Campus Martius mortgage loan is serviced. (seeExhibit 35.1)

 

35.13  K-Star Asset ManagementLLC, as special servicer for the One Campus Martius mortgage loan under theBenchmark 2022-B36 PSA. (see Exhibit 35.2)

 

35.14  Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under the Benchmark2023-B40 PSA, pursuant to which the Fashion Valley Mall mortgage loan isserviced on and after December 21, 2023 (see Exhibit 35.1).

 

35.15  LNR Partners, LLC, asspecial servicer for the Fashion Valley Mall mortgage loan under the Benchmark2023-B40 PSA on and after December 21, 2023 (see Exhibit 35.5)

 

35.16  LNR Partners, LLC, asspecial servicer for the One & Two Commerce Square mortgage loan under theBANK 2023-BNK46 PSA on and after August 10, 2023 (see Exhibit 35.5)

 

(99.1) MortgageLoan Purchase Agreement, dated as of July 1, 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 July 18, 2023, and filed on July 18, 2023under Commission File No. 333-262701-04, and is incorporated by referenceherein).

 

(99.2) MortgageLoan Purchase Agreement, dated as of July 1, 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 99.2 to the registrant's Current Report on Form 8-K dated July 18,2023, and filed on July 18, 2023 under Commission File No. 333-262701-04, andis incorporated by reference herein).

 

(99.3) MortgageLoan Purchase Agreement, dated as of July 1, 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 July 18, 2023, and filed on July18, 2023 under Commission File No. 333-262701-04, and is incorporated byreference herein).

 

(99.4) MortgageLoan Purchase Agreement, dated as of July 1, 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 99.4 to the registrant'sCurrent Report on Form 8-K dated July 18, 2023, and filed on July 18, 2023under Commission File No. 333-262701-04, and is incorporated by referenceherein).

 

 

(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 28, 2024