**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

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

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

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

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-257737-09**

**Central Index Key Number of the issuing entity:0001985684**

**BBCMS Mortgage Trust 2023-C21**

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

** **

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

**Barclays Commercial MortgageSecurities LLC**

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

** **

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

**Barclays Capital Real Estate Inc.**

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

** **

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

**3650 Real Estate Investment Trust 2LLC**

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

** **

**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: 0000927971**

**Bank of Montreal**

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

** **

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

**German American Capital Corporation**

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

** **

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

**the issuing entity)** | **38-4279457**

**38-4279458**

**38-7292533**

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

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

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

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

**(Address of principalexecutive offices of the issuing entity)**

**21045**

**(Zip Code)**

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

**(212) 412-4000**

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

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

 

 

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

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

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

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

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

Not applicable.

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

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

Non-acceleratedfiler          ⌧                                                                                                       Smaller reportingcompany                    o

                                                                                                                                                       Emerging growthcompany                    o

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

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

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

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

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

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

Not applicable.

 

** **

**EXPLANATORY NOTES**

The Cipriani NYC Portfolio Mortgage Loan, theRhino Retail Portfolio 2 Mortgage Loan, the La Habra Marketplace Mortgage Loanand the 1516 Motor Parkway Mortgage Loan, which constituted approximately 8.8%,8.1%, 5.2% and 1.3%, respectively, of the asset pool of the issuing entity asof its cut-off date, are each an asset of the issuing entity and are each partof a loan combination that includes (a) with respect to the Cipriani NYCPortfolio Mortgage Loan, two other *pari passu* loans, which are notassets of the issuing entity, (b) with respect to the Rhino Retail Portfolio 2Mortgage Loan, four other *pari passu* loans, which are not assets of theissuing entity, (c) with respect to the La Habra Marketplace Mortgage Loan, sixother *pari passu* loans, which are not assets of the issuing entity and(d) with respect to the 1516 Motor Parkway Mortgage Loan, one other *paripassu* loan, which is not an asset of the issuing entity. These loancombinations, including the Cipriani NYC Portfolio Mortgage Loan, the Rhino RetailPortfolio 2 Mortgage Loan, the La Habra Marketplace Mortgage Loan and the 1516Motor Parkway Mortgage Loan, are being serviced and administered pursuant tothe Pooling and Servicing Agreement, which is incorporated by reference asExhibit 4.1 to this Annual Report on Form 10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Centene Mortgage Loan, which constitutedapproximately 2.3% of the asset pool of the issuing entity as of its cut-offdate.  The Centene Mortgage Loan is an asset of the issuing entity and ispart of a loan combination that includes the Centene Mortgage Loan and twoother *pari passu* loans, which are not assets of the issuing entity. A *paripassu* portion of the loan combination was securitized in the 3650R 2021-PF1Commercial Mortgage Trust transaction, Commission File Number 333-255181-01(the “3650R 2021-PF1 Transaction”). This loan combination, including theCentene Mortgage Loan, is being serviced and administered pursuant to thepooling and servicing agreement for the 3650R 2021-PF1 Transaction, which isincorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Art Ovation Hotel Mortgage Loan, the TripleNet Portfolio Mortgage Loan, the 500 Delaware Mortgage Loan and the TOTAL PlazaMortgage Loan, which constituted approximately 2.9%, 2.9%, 2.2% and 1.8%,respectively, of the asset pool of the issuing entity as of its cut-offdate.  The Art Ovation Hotel Mortgage Loan, the Triple Net PortfolioMortgage Loan, the 500 Delaware Mortgage Loan and the TOTAL Plaza Mortgage Loanare each an asset of the issuing entity and are each part of a loan combinationthat includes (a) with respect to the Art Ovation Hotel Mortgage Loan, threeother *pari passu* loans, which are not assets of the issuing entity, (b)with respect to the Triple Net Portfolio Mortgage Loan, four other *paripassu* loans, which are not assets of the issuing entity, (c) with respectto the 500 Delaware Mortgage Loan, four other *pari passu* loans, whichare not assets of the issuing entity or (d) with respect to the TOTAL PlazaMortgage Loan, six other *pari passu* loans, which are not assets of theissuing entity. A *pari passu* portion of each loan combination wassecuritized in the 3650R 2022-PF2 Commercial Mortgage Trust transaction,Commission File Number 333-255181-02 (the “3650R 2022-PF2 Transaction”).These loan combinations, including the Art Ovation Hotel Mortgage Loan, theTriple Net Portfolio Mortgage Loan, the 500 Delaware Mortgage Loan and theTOTAL Plaza Mortgage Loan, are being serviced and administered pursuant to thepooling and servicing agreement for the 3650R 2022-PF2 Transaction, which isincorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on the ExhibitIndex) with respect to the Great Lakes Crossing Outlets Mortgage Loan, whichconstituted approximately 2.6% of the asset pool of the issuing entity as ofits cut-off date.  The Great Lakes Crossing Outlets Mortgage Loan is anasset of the issuing entity and is part of a loan combination that includes theGreat Lakes Crossing Outlets Mortgage Loan and ten other *pari passu*loans, which are not assets of the issuing entity. A *pari passu* portionof the loan combination was securitized in the Benchmark 2023-B38 MortgageTrust transaction, Commission File Number 333-260277-04 (the “Benchmark2023-B38 Transaction”). This loan combination, including the Great LakesCrossing Outlets Mortgage Loan, is being serviced and administered pursuant tothe pooling and servicing agreement for the Benchmark 2023-B38 Transaction,which is incorporated by reference as Exhibit 4.4 to this Annual Report on Form10-K.

The Exhibit Index describes exhibitsprovided by certain parties (in their capacities indicated on the ExhibitIndex) with respect to the Healthcare Trust MOB Portfolio Mortgage Loan, whichconstituted approximately 9.6% of the asset pool of the issuing entity as ofits cut-off date.  The Healthcare Trust MOB Portfolio Mortgage Loan is anasset of the issuing entity and is part of a loan combination that includes theHealthcare Trust MOB Portfolio Mortgage Loan and ten other *pari passu*loans, which are not assets of the issuing entity. A *pari passu* portionof the loan combination was securitized in the BBCMS Mortgage Trust 2023-C20transaction, Commission File Number 333-257737-08 (the “BBCMS 2023-C20Transaction”). This loan combination, including the Healthcare Trust MOBPortfolio Mortgage Loan, is being serviced and administered pursuant to thepooling and servicing agreement for the BBCMS 2023-C20 Transaction, which isincorporated by reference as Exhibit 4.5 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Soho Beach House Miami Mortgage Loan, theNovolex Portfolio Mortgage Loan, the Back Bay Office Mortgage Loan and theSeagate Campus Mortgage Loan, which constituted approximately 4.4%, 3.7%, 1.8%and 1.6%, respectively, of the asset pool of the issuing entity as of itscut-off date.  The Soho Beach House Miami Mortgage Loan, the NovolexPortfolio Mortgage Loan, the Back Bay Office Mortgage Loan and the SeagateCampus Mortgage Loan are each an asset of the issuing entity and are each partof a loan combination that includes (a) with respect to the Soho Beach HouseMiami Mortgage Loan, six other *pari passu* loans, which are not assets ofthe issuing entity, (b) with respect to the Novolex Portfolio Mortgage Loan,six other *pari passu* loans, which are not assets of the issuing entity,(c) with respect to the Back Bay Office Mortgage Loan, fourteen other *paripassu* loans and two subordinate companion loans, which are not assets ofthe issuing entity or (d) with respect to the Seagate Campus Mortgage Loan, sixother *pari passu* loans, which are not assets of the issuing entity. A *paripassu* portion of each loan combination was securitized in the Benchmark2023-B39 Mortgage Trust transaction, Commission File Number 333-262701-04 (the“Benchmark 2023-B39 Transaction”). These loan combinations, includingthe Soho Beach House Miami Mortgage Loan, the Novolex Portfolio Mortgage Loan,the Back Bay Office Mortgage Loan and the Seagate Campus Mortgage Loan, arebeing serviced and administered pursuant to the pooling and servicing agreementfor the Benchmark 2023-B39 Transaction, which is incorporated by reference asExhibit 4.6 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the One & Two Commerce Square Mortgage Loan,which constituted approximately 1.8% of the asset pool of the issuing entity asof its cut-off date.  The One & Two Commerce Square Mortgage Loan isan asset of the issuing entity and is part of a loan combination that includesthe One & Two Commerce Square Mortgage Loan and twelve other *pari passu*loans, which are not assets of the issuing entity. A *pari passu* portionof the loan combination was securitized in the BANK 2023-BNK46 transaction,Commission File Number 333-257991-07 (the “BANK 2023-BNK46 Transaction”).This loan combination, including the One & Two Commerce Square MortgageLoan, is being serviced and administered pursuant to the pooling and servicingagreement for the BANK 2023-BNK46 Transaction, which is incorporated byreference as Exhibit 4.7 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the 11 West 42nd Street Mortgage Loan, whichconstituted approximately 2.2% of the asset pool of the issuing entity as ofits cut-off date.  The 11 West 42nd Street Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the 11 West42nd Street Mortgage Loan and twenty-two other *pari passu* loans, whichare not assets of the issuing entity. A *pari passu* portion of the loancombination was securitized in the BANK5 2023-5YR3 transaction, Commission FileNumber 333-261279-04 (the “BANK5 2023-5YR3 Transaction”). This loancombination, including the 11 West 42nd Street Mortgage Loan, is being servicedand administered pursuant to the pooling and servicing agreement for the BANK52023-5YR3 Transaction, which is incorporated by reference as Exhibit 4.8 tothis Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the RTL Retail Portfolio Mortgage Loan, whichconstituted approximately 9.2% of the asset pool of the issuing entity as ofits cut-off date.  The RTL Retail Portfolio Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the RTLRetail Portfolio Mortgage Loan and fifteen other *pari passu* loans, whichare not assets of the issuing entity. This loan combination, including the RTLRetail Portfolio Mortgage Loan, was serviced under the Pooling and ServicingAgreement for the issuing entity prior to the closing of the securitization ofa *pari passu* portion of the RTL Retail Portfolio loan combination in theBBCMS Mortgage Trust 2023-C22 transaction, Commission File Number 333-257737-10(the “BBCMS 2023-C22 Transaction”).  After the closing of the BBCMS2023-C22 Transaction on November 9, 2023, this loan combination, including theRTL Retail Portfolio Mortgage Loan was, and will continue to be, serviced andadministered pursuant to the pooling and servicing agreement with respect tothe BBCMS 2023-C22 Transaction, which is incorporated by reference as Exhibit4.9 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on the ExhibitIndex) with respect to the Fashion Valley Mall Mortgage Loan, which constitutedapproximately 9.2% of the asset pool of the issuing entity as of its cut-offdate.  The Fashion Valley Mall Mortgage Loan is an asset of the issuingentity and is part of a loan combination that includes the Fashion Valley MallMortgage Loan and seventeen other *pari passu* loans, which are not assetsof the issuing entity. This loan combination, including the Fashion Valley MallMortgage Loan, was serviced under the pooling and servicing agreement for theBBCMS 2023-C20 Transaction prior to the closing of the securitization of a *paripassu* portion of the Fashion Valley Mall loan combination in the Benchmark2023-B40 Mortgage Trust transaction, Commission File Number 333-258342-03 (the“Benchmark 2023-B40 Transaction”).  After the closing of theBenchmark 2023-B40 Transaction on December 21, 2023, this loan combination,including the Fashion Valley Mall Mortgage Loan was, and will continue to be,serviced and administered pursuant to the pooling and servicing agreement withrespect to the Benchmark 2023-B40 Transaction, which is incorporated byreference as Exhibit 4.10 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the CX – 250 Water Street Mortgage Loan, whichconstituted approximately 7.8% of the asset pool of the issuing entity as ofits cut-off date.  The CX – 250 Water Street Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the CX – 250Water Street Mortgage Loan and nineteen other *pari passu* loans, whichare not assets of the issuing entity. This loan combination, including the CX –250 Water Street Mortgage Loan, was serviced under the pooling and servicingagreement for the BANK 2023-BNK45 transaction prior to the closing of thesecuritization of a *pari passu* portion of the CX – 250 Water Street loancombination in the MSWF Commercial Mortgage Trust 2023-2 transaction,Commission File Number 333-257991-09 (the “MSWF 2023-2 Transaction”). After the closing of the MSWF 2023-2 Transaction on December 21, 2023, thisloan combination, including the CX – 250 Water Street Mortgage Loan was, andwill continue to be, serviced and administered pursuant to the pooling andservicing agreement with respect to the MSWF 2023-2 Transaction, which isincorporated by reference as Exhibit 4.11 to this Annual Report on Form 10-K.

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

Midland Loan Services, a Divisionof PNC Bank, National Association is the master servicer of the mortgage loansserviced under the Pooling and Servicing Agreement and the primary servicer ofthe RTL Retail Portfolio Mortgage Loan, the Fashion Valley Mall Mortgage Loan,the Soho Beach House Miami Mortgage Loan, the Novolex Portfolio Mortgage Loan,the Art Ovation Hotel Mortgage Loan, the Triple Net Portfolio Mortgage Loan,the Great Lakes Crossing Outlets Mortgage Loan, the Centene Mortgage Loan, the500 Delaware Mortgage Loan, the Back Bay Office Mortgage Loan, the TOTAL PlazaMortgage Loan and the Seagate Campus Mortgage Loan. As a result, Midland LoanServices, a Division of PNC Bank, National Association is a “servicer” asdefined in Item 1108(a)(2)(iii) of Regulation AB, in the capacities describedabove, because it is servicing mortgage loans that constituted 10% or more ofthe assets of the issuing entity as of its cut-off date. The assessments ofcompliance with applicable servicing criteria, accountants’ attestation reportsand servicer compliance statements delivered by Midland Loan Services, aDivision of PNC Bank, National Association in the capacities described aboveare listed in the Exhibit Index.

3650 REIT Loan Servicing LLC isthe special servicer of the mortgage loans serviced under the Pooling andServicing Agreement, the Art Ovation Hotel Mortgage Loan, the Triple NetPortfolio Mortgage Loan, the Centene Mortgage Loan, the 500 Delaware MortgageLoan and the TOTAL Plaza Mortgage Loan. As a result, 3650 REIT Loan Servicing LLCis a “servicer” as defined in Item 1108(a)(2)(iii) of Regulation AB, in thecapacities described above, because it is servicing mortgage loans thatconstituted 10% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria,accountants’ attestation reports and servicer compliance statements deliveredby 3650 REIT Loan Servicing LLC in the capacities described above are listed inthe Exhibit Index.

Computershare Trust Company, NationalAssociation is the custodian of the mortgage loans serviced under the Poolingand Servicing Agreement, the Healthcare Trust MOB Portfolio Mortgage Loan, theFashion Valley Mall Mortgage Loan, the RTL Retail Portfolio Mortgage Loan, theCX – 250 Water Street Mortgage Loan, the Soho Beach House Miami Mortgage Loan,the Novolex Portfolio Mortgage Loan, the Art Ovation Hotel Mortgage Loan, theTriple Net Portfolio Mortgage Loan, the Great Lakes Crossing Outlets MortgageLoan, the 11 West 42nd Street Mortgage Loan, the 500 Delaware Mortgage Loan,the TOTAL Plaza Mortgage Loan, the Back Bay Office Mortgage Loan, the One &Two Commerce Square Mortgage Loan and the Seagate Campus Mortgage Loan. As a result, Computershare Trust Company, National Association is a servicingfunction participant in the capacities described above, because it is servicingmortgage loans that constituted 5% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria and accountants’ attestation reports delivered by Computershare TrustCompany, National Association in the capacities described above are listed inthe Exhibit Index.

Wells Fargo Bank, NationalAssociation is the primary servicer of the CX – 250 Water Street Mortgage Loan,the 11 West 42nd Street Mortgage Loan and the One & Two Commerce SquareMortgage Loan. As a result, Wells Fargo Bank, National Association is a“servicer” as defined in Item 1108(a)(2)(iii) of Regulation AB, in thecapacities described above, because it is servicing mortgage loans thatconstituted 10% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria,accountants’ attestation reports and servicer compliance statements deliveredby Wells Fargo Bank, National Association in the capacities described above arelisted in the Exhibit Index.

Wells Fargo Bank, NationalAssociation is the custodian of the Centene Mortgage Loan, which when combinedwith its other capacities described in the preceding paragraph, means thatWells Fargo Bank, National Association is a servicing function participant withrespect to 5% or more of the assets of the issuing entity as of its cut-offdate.  The assessment of compliance with applicable servicing criteria andaccountants' attestation report delivered by Wells Fargo Bank, NationalAssociation in such capacity is listed in the Exhibit Index.

Park Bridge Lender Services LLC isthe operating advisor of the Healthcare Trust MOB Portfolio Mortgage Loan, theSoho Beach House Miami Mortgage Loan, the Novolex Portfolio Mortgage Loan, theTriple Net Portfolio Mortgage Loan, the Art Ovation Hotel Mortgage Loan, theGreat Lakes Crossing Outlets Mortgage Loan, the Centene Mortgage Loan, the 500Delaware Mortgage Loan, the One & Two Commerce Square Mortgage Loan, theBack Bay Office Mortgage Loan, the TOTAL Plaza Mortgage Loan and the SeagateCampus Mortgage Loan.  As a result, Park Bridge Lender Services LLC is aservicing function participant in the capacities described above, because it isservicing mortgage loans that constituted 5% or more of the assets of theissuing entity as of its cut-off date. The assessments of compliance withapplicable servicing criteria and accountants’ attestation reports delivered byPark Bridge Lender Services LLC in the capacities described above are listed inthe Exhibit Index.

Pentalpha Surveillance LLC is theoperating advisor of the Fashion Valley Mall Mortgage Loan, the RTL RetailPortfolio Mortgage Loan and the 11 West 42nd Street Mortgage Loan.  As aresult, Pentalpha Surveillance LLC is a servicing function participant in thecapacities described above, because it is servicing mortgage loans thatconstituted 5% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria andaccountants’ attestation reports delivered by Pentalpha Surveillance LLC in thecapacities described above are listed in the Exhibit Index.

LNR Partners, LLC is the specialservicer of the Healthcare Trust MOB Portfolio Mortgage Loan, the FashionValley Mall Mortgage Loan, the Great Lakes Crossing Outlets Mortgage Loan andthe One & Two Commerce Square Mortgage Loan. As a result, LNR Partners, LLCis a “servicer” as defined in Item 1108(a)(2)(iii) of Regulation AB, in thecapacities described above, because it is servicing mortgage loans thatconstituted 10% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria,accountants’ attestation reports and servicer compliance statements deliveredby LNR Partners, LLC in the capacities described above are listed in theExhibit Index.

K-Star Asset Management LLC is thespecial servicer of the Novolex Portfolio Mortgage Loan, the Seagate CampusMortgage Loan and the Soho Beach House Miami Mortgage Loan.  Thesemortgage loans constitute more than 5%, but less than 10%, of the pool assetsof the issuing entity.  Therefore, the Depositor included in this AnnualReport on Form 10-K an assessment of compliance with applicable servicingcriteria for K-Star Asset Management LLC and an accountants’ attestation reportpursuant to Item 1122 of Regulation AB because K-Star Asset Management LLC isservicing more than 5% of the pool assets.  However, the Depositor is notrequired to include in this Annual Report on Form 10-K a servicer compliancestatement pursuant to Item 1123 of Regulation AB of K-Star Asset Management LLCbecause K-Star Asset Management LLC is an unaffiliated servicer servicing lessthan 10% of pool assets.

Computershare Trust Company,National Association acts as trustee of the Cipriani NYC Portfolio MortgageLoan, the Rhino Retail Portfolio 2 Mortgage Loan, the La Habra MarketplaceMortgage Loan, the 1516 Motor Parkway Mortgage Loan, the Triple Net PortfolioMortgage Loan, the Art Ovation Hotel Mortgage Loan, the 500 Delaware MortgageLoan, the TOTAL Plaza Mortgage Loan, the Great Lakes Crossing Outlets MortgageLoan, the Healthcare Trust MOB Portfolio Mortgage Loan, the Soho Beach HouseMiami Mortgage Loan, the Novolex Portfolio Mortgage Loan, the Seagate CampusMortgage Loan, the 11 West 42nd Street Mortgage Loan, the Back Bay OfficeMortgage Loan, the RTL Retail Portfolio Mortgage Loan, the Fashion Valley MallMortgage Loan and the CX – 250 Water Street Mortgage Loan.  Pursuant tothe Pooling and Servicing Agreement, the pooling and servicing agreement forthe 3650R 2022-PF2 Transaction, the pooling and servicing agreement for theBenchmark 2023-B38 Transaction, the pooling and servicing agreement for theBBCMS 2023-C20 Transaction, the pooling and servicing agreement for theBenchmark 2023-B39 Transaction, the pooling and servicing agreement for theBANK5 2023-5YR3 Transaction, the pooling and servicing agreement for the BBCMS2023-C22 Transaction, the pooling and servicing agreement for the Benchmark2023-B40 Transaction and the pooling and servicing agreement for the MSWF2023-2 Transaction, the trustee is required to provide an assessment of compliancewith applicable servicing criteria solely with respect to Item 1122(d)(2)(iii)of Regulation AB (regarding advances of funds or guarantees regardingcollections, cash flows or distributions, and any interest or other feescharged for such advances, are made, reviewed and approved as specified in thetransaction agreements). However, during the reporting period, the trustee didnot perform any servicing function with respect to the servicing criteriaspecified in Item 1122(d)(2)(iii) of Regulation AB.  The master serviceror the special servicer, to the extent required, performed the servicingfunction identified with respect to Item 1122(d)(2)(iii) of Regulation AB, andeach such party included Item 1122(d)(2)(iii) of Regulation AB in the assessmentof compliance with applicable servicing criteria and accountant’s attestationreport for the subject transaction.  As a result, this Annual Report onForm 10-K does not include an assessment of compliance with applicableservicing criteria of the trustee. One or more other servicers of the CiprianiNYC Portfolio Mortgage Loan, the Rhino Retail Portfolio 2 Mortgage Loan, the LaHabra Marketplace Mortgage Loan, the 1516 Motor Parkway Mortgage Loan, theTriple Net Portfolio Mortgage Loan, the Art Ovation Hotel Mortgage Loan, the500 Delaware Mortgage Loan, the TOTAL Plaza Mortgage Loan, the Great LakesCrossing Outlets Mortgage Loan, the Healthcare Trust MOB Portfolio MortgageLoan, the Soho Beach House Miami Mortgage Loan, the Novolex Portfolio MortgageLoan, the Seagate Campus Mortgage Loan, the 11 West 42nd Street Mortgage Loan,the Back Bay Office Mortgage Loan, the RTL Retail Portfolio Mortgage Loan, theFashion Valley Mall Mortgage Loan and the CX – 250 Water Street Mortgage Loanhave delivered one or more assessments of compliance with respect to Item1122(d)(2)(iii) of Regulation AB.

Wells Fargo Bank, NationalAssociation acts as trustee of the Centene Mortgage Loan.  Pursuant to thepooling and servicing agreement for the 3650R 2021-PF1 Transaction, the trusteeis required to provide an assessment of compliance with applicable servicingcriteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB(regarding advances of funds or guarantees regarding collections, cash flows ordistributions, and any interest or other fees charged for such advances, aremade, reviewed and approved as specified in the transaction agreements).However, during the reporting period, the trustee did not perform any servicingfunction with respect to the servicing criteria specified in Item1122(d)(2)(iii) of Regulation AB.  The master servicer or the specialservicer, to the extent required, performed the servicing function identifiedwith respect to Item 1122(d)(2)(iii) of Regulation AB, and each such partyincluded Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliancewith applicable servicing criteria and accountant’s attestation report for thesubject transaction.  As a result, this Annual Report on Form 10-K doesnot include an assessment of compliance with applicable servicing criteria ofthe trustee. One or more other servicers of the Centene Mortgage Loan havedelivered one or more assessments of compliance with respect to Item1122(d)(2)(iii) of Regulation AB.

Wilmington Trust, NationalAssociation acts as trustee of the One & Two Commerce Square MortgageLoan.  Pursuant to the pooling and servicing agreement for the BANK2023-BNK46 Transaction, the trustee is required to provide an assessment ofcompliance with applicable servicing criteria solely with respect to Item1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guaranteesregarding collections, cash flows or distributions, and any interest or otherfees charged for such advances, are made, reviewed and approved as specified inthe transaction agreements). However, during the reporting period, the trusteedid not perform any servicing function with respect to the servicing criteriaspecified in Item 1122(d)(2)(iii) of Regulation AB.  The master serviceror the special servicer, to the extent required, performed the servicingfunction identified with respect to Item 1122(d)(2)(iii) of Regulation AB, andeach such party included Item 1122(d)(2)(iii) of Regulation AB in theassessment of compliance with applicable servicing criteria and accountant’sattestation report for the subject transaction.  As a result, this AnnualReport on Form 10-K does not include an assessment of compliance withapplicable servicing criteria of the trustee. One or more other servicers ofthe One & Two Commerce Square Mortgage Loan have delivered one or moreassessments of compliance with respect to Item 1122(d)(2)(iii) of RegulationAB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Solutions, LLC.  Thisentity was engaged by the primary servicer of the One & Two Commerce SquareMortgage Loan, the 11 West 42nd Street Mortgage Loan and the CX – 250 WaterStreet Mortgage Loan to remit tax payments received from the escrow accounts ofborrowers to local taxing authorities, to report tax amounts due, to verify taxparcel information, and to verify non-escrow tax payments. These servicingfunctions are included within the servicing criteria set forth in Items 1122(d)(4)(xi)and 1122(d)(4)(xii) of Regulation AB.  Therefore, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this vendoris a “servicer” for the purposes of Item 1122 of Regulation AB.  *See*Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

This AnnualReport on Form 10-K includes an assessment of compliance with applicableservicing criteria, accountants’ attestation report and servicer compliancestatement from Computershare Trust Company, National Association (“CTCNA”). CTCNA was engaged by Wells Fargo Bank, National Association (“Wells Fargo”),in its capacity as certificate administrator and custodian, to perform certainspecified servicing functions identified in the assessment of compliance withapplicable servicing criteria and accountants’ attestation reports.  WellsFargo engaged CTCNA in connection with the sale of Wells Fargo’s corporatetrust services business to CTCNA and its affiliates.  Further, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this partyis a “servicer” for the purposes of Item 1123 of Regulation AB.  *See*Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements of the certificate administrator of the Triple NetPortfolio Mortgage Loan, the Art Ovation Hotel Mortgage Loan, the 500 DelawareMortgage Loan, the TOTAL Plaza Mortgage Loan, the Great Lakes Crossing OutletsMortgage Loan, the Healthcare Trust MOB Portfolio Mortgage Loan, the Soho BeachHouse Miami Mortgage Loan, the Novolex Portfolio Mortgage Loan, the SeagateCampus Mortgage Loan, the One & Two Commerce Square Mortgage Loan, the 11West 42nd Street Mortgage Loan, the Back Bay Office Mortgage Loan, the RTLRetail Portfolio Mortgage Loan, the Fashion Valley Mall Mortgage Loan, the CX –250 Water Street Mortgage Loan and the Centene Mortgage Loan are omitted fromthis Annual Report on Form 10-K as the certificate administrator pursuant tothe related pooling and servicing agreement or trust and servicing agreementdoes not perform any activities that address servicing criteria with respect tothe issuing entity and because they are each not a “servicer” that meets thecriteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

With respect to the *pari passu*loan combinations that include the Healthcare Trust MOB Portfolio MortgageLoan, the Soho Beach House Miami Mortgage Loan, the Novolex Portfolio MortgageLoan, the Seagate Campus Mortgage Loan, the 11 West 42nd Street Mortgage Loan,the Back Bay Office Mortgage Loan, the RTL Retail Portfolio Mortgage Loan andthe CX – 250 Water Street Mortgage Loan, (i) the reports on assessment ofcompliance with servicing criteria and attestation reports on assessment ofcompliance with servicing criteria of Greystone Servicing Company LLC asspecial servicer of the 11 West 42nd Street Mortgage Loan and Situs Holdings,LLC as special servicer of the Back Bay Office Mortgage Loan, listed on theExhibit Index are omitted from this Annual Report on Form 10-K as they are notrequired to be included on this Annual Report on Form 10-K per Instruction 3 toItem 1122 of Regulation AB because they are parties performing activities thataddress servicing criteria relating to 5% or less of the assets of the issuingentity; and (ii) the servicer compliance statements of KeyBank NationalAssociation as primary servicer of the Healthcare Trust MOB Portfolio MortgageLoan, K-Star Asset Management LLC as special servicer of the Soho Beach HouseMiami Mortgage Loan, the Novolex Portfolio Mortgage Loan and the Seagate CampusMortgage Loan, Greystone Servicing Company LLC as special servicer of the 11West 42nd Street Mortgage Loan, Situs Holdings, LLC as special servicer of theBack Bay Office Mortgage Loan, Rialto Capital Advisors, LLC as special servicerof the RTL Retail Portfolio Mortgage Loan and Argentic Services Company LP asspecial servicer of the CX – 250 Water Street Mortgage Loan, listed on theExhibit Index are omitted from this Annual Report on Form 10-K as they are notrequired by Item 1123 of Regulation AB to be included on this Annual Report onForm 10-K because they are each an unaffiliated party that is not a “servicer”that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

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

None.

**Item 1C.  Cybersecurity.**

Omitted.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6.  [Reserved]**

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**Item 9B.  Other Information.**

None.

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

None.

**PART III**

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

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

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

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

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

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

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

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

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

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties, and thefollowing, with respect to Wells Fargo Bank, National Association, ascertificate administrator, as trustee and as custodian. 

In December 2014, Phoenix Light SF Limited (Phoenix Light)and certain related entities filed a complaint in the United States DistrictCourt for the Southern District of New York alleging claims against Wells FargoBank, N.A., in its capacity as trustee for a number of residentialmortgage-backed securities (RMBS) trusts. Complaints raising similarallegations have been filed by Commerzbank AG in the Southern District of NewYork, IKB International and IKB Deutsche Industriebank (together, IKB) in NewYork state court, and Park Royal I LLC and Park Royal II LLC in New York statecourt. In each case, the plaintiffs allege that Wells Fargo Bank, N.A., astrustee, caused losses to investors, and plaintiffs assert causes of actionbased upon, among other things, the trustee’s alleged failure to notify andenforce repurchase obligations of mortgage loan sellers for purported breachesof representations and warranties, notify investors of alleged events ofdefault, and abide by appropriate standards of care following alleged events ofdefault. In July 2022, the district court dismissed Phoenix Light’s claims andcertain of the claims asserted by Commerzbank AG, and subsequently enteredjudgment in each case in favor of Wells Fargo Bank, N.A. In August 2022, PhoenixLight and Commerzbank AG each appealed the district court’s decision to theUnited States Court of Appeals for the Second Circuit. Phoenix Light dismissedits appeal in May 2023, terminating its case. In November 2023, Wells FargoBank, N.A. entered into an agreement with IKB to resolve IKB’s claims. WellsFargo Bank, N.A. previously settled two class actions filed by institutionalinvestors and an action filed by the National Credit Union Administration withsimilar allegations.

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

The information regarding this Item has been previouslyprovided in the prospectus of the Registrant relating to the issuing entityfiled on September 19, 2023 pursuant to Rule 424(b)(2).

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

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

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Centene Mortgage Loan, which isbeing serviced and administered pursuant to the pooling and servicing agreementfor the 3650R 2021-PF1 Transaction, are attached hereto under Item 15 to thisAnnual Report on Form 10-K. Attached as Exhibit AA to the pooling and servicingagreement for the 3650R 2021-PF1 Transaction incorporated by reference asExhibit 4.2 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the 3650R 2021-PF1Transaction responsible for each applicable servicing criteria set forth inItem 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Art Ovation Hotel Mortgage Loan,the Triple Net Portfolio Mortgage Loan, the 500 Delaware Mortgage Loan and theTOTAL Plaza Mortgage Loan, which are being serviced and administered pursuantto the pooling and servicing agreement for the 3650R 2022-PF2 Transaction, areattached hereto under Item 15 to this Annual Report on Form 10-K. Attached asExhibit AA to the pooling and servicing agreement for the 3650R 2022-PF2Transaction incorporated by reference as Exhibit 4.3 to this Annual Report onForm 10-K is a chart identifying the entities participating in a servicingfunction for the 3650R 2022-PF2 Transaction responsible for each applicableservicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Great Lakes Crossing OutletsMortgage Loan, which is being serviced and administered pursuant to the poolingand servicing agreement for the Benchmark 2023-B38 Transaction, are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as ScheduleII to the pooling and servicing agreement for the Benchmark 2023-B38 Transactionincorporated by reference as Exhibit 4.4 to this Annual Report on Form 10-K isa chart identifying the entities participating in a servicing function for theBenchmark 2023-B38 Transaction responsible for each applicable servicingcriteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on such assessmentsof compliance with respect to the Healthcare Trust MOB Portfolio Mortgage Loan,which is being serviced and administered pursuant to the pooling and servicingagreement for the BBCMS 2023-C20 Transaction, are attached hereto under Item 15to this Annual Report on Form 10-K. Attached as Exhibit AA to the pooling andservicing agreement for the BBCMS 2023-C20 Transaction incorporated byreference as Exhibit 4.5 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the BBCMS2023-C20 Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Soho Beach House Miami MortgageLoan, the Novolex Portfolio Mortgage Loan, the Back Bay Office Mortgage Loanand the Seagate Campus Mortgage Loan, which are being serviced and administeredpursuant to the pooling and servicing agreement for the Benchmark 2023-B39Transaction, are attached hereto under Item 15 to this Annual Report on Form10-K. Attached as Exhibit O to the pooling and servicing agreement for theBenchmark 2023-B39 Transaction incorporated by reference as Exhibit 4.6 to thisAnnual Report on Form 10-K is a chart identifying the entities participating ina servicing function for the Benchmark 2023-B39 Transaction responsible foreach applicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the One & Two Commerce SquareMortgage Loan, which is being serviced and administered pursuant to the poolingand servicing agreement for the BANK 2023-BNK46 Transaction, are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AAto the pooling and servicing agreement for the BANK 2023-BNK46 Transactionincorporated by reference as Exhibit 4.7 to this Annual Report on Form 10-K isa chart identifying the entities participating in a servicing function for theBANK 2023-BNK46 Transaction responsible for each applicable servicing criteriaset forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the 11 West 42nd Street MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the BANK5 2023-5YR3 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit Z to thepooling and servicing agreement for the BANK5 2023-5YR3 Transactionincorporated by reference as Exhibit 4.8 to this Annual Report on Form 10-K isa chart identifying the entities participating in a servicing function for theBANK5 2023-5YR3 Transaction responsible for each applicable servicing criteriaset forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the RTL Retail Portfolio MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the BBCMS 2023-C22 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to thepooling and servicing agreement for the BBCMS 2023-C22 Transaction incorporatedby reference as Exhibit 4.9 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the BBCMS2023-C22 Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Fashion Valley Mall MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the Benchmark 2023-B40 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to thepooling and servicing agreement for the Benchmark 2023-B40 Transactionincorporated by reference as Exhibit 4.10 to this Annual Report on Form 10-K isa chart identifying the entities participating in a servicing function for theBenchmark 2023-B40 Transaction responsible for each applicable servicingcriteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the CX – 250 Water Street MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the MSWF 2023-2 Transaction, are attached hereto underItem 15 to this Annual Report on Form 10-K. Attached as Exhibit Z to thepooling and servicing agreement for the MSWF 2023-2 Transaction incorporated byreference as Exhibit 4.11 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the MSWF2023-2 Transaction responsible for each applicable servicing criteria set forthin Item 1122(d).

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

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

**PART IV**

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

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

(1) Not applicable

(2) Not applicable

(3) See below

 

4.1          Pooling and Servicing Agreement, dated as of October 1,2023, 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, ComputershareTrust Company, National Association, as Certificate Administrator and asTrustee, and BellOak, LLC, as Operating Advisor and as Asset RepresentationsReviewer (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-Kfiled on September 19, 2023 under Commission File No. 333-257737-09 andincorporated by reference herein)

4.2          Pooling and Servicing Agreement, dated as of November 1,2021, among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor,Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Wells Fargo Bank,National Association, as Certificate Administrator and as Trustee, and ParkBridge Lender Services LLC, as Operating Advisor and as Asset RepresentationsReviewer (filed as Exhibit 4.7 to the registrant’s Current Report on Form 8-Kfiled on September 19, 2023 under Commission File No. 333-257737-09 andincorporated by reference herein)

4.3          Pooling and Servicing Agreement, dated as of November 1,2022, among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor,Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer, 3650 REIT Loan Servicing LLC, as Special Servicer, ComputershareTrust Company, National Association, as Certificate Administrator and asTrustee, and Park Bridge Lender Services LLC, as Operating Advisor and as AssetRepresentations Reviewer(filed as Exhibit 4.5 to the registrant’s Current Report on Form 8-Kfiled on September 19, 2023 under Commission File No. 333-257737-09 andincorporated by reference herein)

4.4          Pooling and Servicing Agreement, dated as of April 1,2023, between Deutsche Mortgage & Asset Receiving Corporation, asDepositor, Midland Loan Services, a Division of PNC Bank, National Association,as Master Servicer, LNR Partners, LLC, as General Special Servicer, ArgenticServices Company LP, as Pacific Design Center Special Servicer, ComputershareTrust Company, N.A., as Trustee, Certificate Administrator, Paying Agent andCustodian, and Park Bridge Lender Services LLC, as Operating Advisor and AssetRepresentations Reviewer (filed as Exhibit 4.6 to the registrant’s CurrentReport on Form 8-K filed on September 19, 2023 under Commission File No.333-257737-09 and incorporated by reference herein)

4.5          Pooling and Servicing Agreement, dated as of July 1,2023, among Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBankNational 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 filed on September 19, 2023 underCommission File No. 333-257737-09 and incorporated by reference herein)

4.6          Pooling and Servicing Agreement, dated as of July 1,2023, among Citigroup Commercial Mortgage Securities Inc., as Depositor,Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer, K-Star Asset Management LLC, as a Special Servicer, Situs Holdings,LLC, solely with respect to the Back Bay Office Whole Loan, as a SpecialServicer, Park Bridge Lender Services LLC, as Operating Advisor and AssetRepresentations Reviewer, and Computershare Trust Company, NationalAssociation, as Certificate Administrator and Trustee (filed as Exhibit 4.4 tothe registrant’s Current Report on Form 8-K filed on September 19, 2023 underCommission File No. 333-257737-09 and incorporated by reference herein)

4.7          Pooling and Servicing Agreement, dated as of August 1,2023, among Wells Fargo 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, N.A., as Certificate Administrator, Wilmington Trust, NationalAssociation, as Trustee, and Park Bridge Lender Services LLC, as OperatingAdvisor and as Asset Representations Reviewer (filed as Exhibit 4.9 to theregistrant’s Current Report on Form 8-K filed on September 19, 2023 underCommission File No. 333-257737-09 and incorporated by reference herein)

4.8          Pooling and Servicing Agreement, dated as of September 1,2023, between Banc of America Merrill Lynch Commercial Mortgage Inc., asDepositor, Wells Fargo Bank, National Association, as Master Servicer,Greystone Servicing Company LLC, as Special Servicer, Computershare TrustCompany, National Association, as Certificate Administrator and as Trustee, andPentalpha Surveillance LLC, as Operating Advisor and as Asset RepresentationsReviewer (filed as Exhibit 4.8 to the registrant’s Current Report on Form 8-K/Afiled on September 21, 2023 under Commission File No. 333-257737-09 andincorporated by reference herein)

4.9          Pooling and Servicing Agreement, dated as of November 1,2023, among Barclays Commercial Mortgage Securities LLC, as Depositor, MidlandLoan Services, a Division of PNC Bank, National Association, as MasterServicer, Rialto Capital Advisors, LLC, as Special Servicer, ComputershareTrust Company, National Association, as Certificate Administrator and asTrustee, and Pentalpha Surveillance LLC, as Operating Advisor and as AssetRepresentations Reviewer (filed as Exhibit 4.1 to the registrant’s CurrentReport on Form 8-K filed on November 14, 2023 under Commission File No.333-257737-09 and incorporated by reference herein)

4.10        Pooling and Servicing Agreement, dated as of December 1,2023, between J.P. Morgan Chase Commercial Mortgage Securities Corp., asDepositor, Midland Loan Services, a Division of PNC Bank, National Association,as Master Servicer, LNR Partners, LLC, as Special Servicer, Computershare TrustCompany, National Association, as Certificate Administrator, ComputershareTrust Company, National Association, as Trustee, and Pentalpha SurveillanceLLC, as Operating Advisor and as Asset Representations Reviewer (filed asExhibit 4.1 to the registrant’s Current Report on Form 8-K filed on December22, 2023 under Commission File No. 333-257737-09 and incorporated by referenceherein)

4.11        Pooling and Servicing Agreement, dated as of December 1,2023, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,Wells Fargo Bank, National Association, as Master Servicer, Argentic ServicesCompany LP, as Special Servicer, Computershare Trust Company, NationalAssociation, as Certificate Administrator and as Trustee, and BellOak, LLC, asOperating Advisor and as Asset Representations Reviewer (filed as Exhibit 4.2to the registrant’s Current Report on Form 8-K filed on December 22, 2023 underCommission File No. 333-257737-09 and incorporated by reference herein)

4.12        Agreement Between Note Holders, dated as of May 24, 2023,by and between Barclays Capital Real Estate Inc., as Initial Note A-1 Holder,Barclays Capital Real Estate Inc., as Initial Note A-2 Holder, Barclays CapitalReal Estate Inc., as Initial Note A-3 Holder, Barclays Capital Real EstateInc., as Initial Note A-4 Holder, Barclays Capital Real Estate Inc., as InitialNote A-5 Holder, Barclays Capital Real Estate Inc., as Initial Note A-6 Holder,Société Générale Financial Corporation, as Initial Note A-7 Holder, SociétéGénérale Financial Corporation, as Initial Note A-8 Holder, Société GénéraleFinancial Corporation, as Initial Note A-9 Holder, Société Générale FinancialCorporation, as Initial Note A-10 Holder, Société Générale FinancialCorporation, as Initial Note A-11 Holder, KeyBank National Association, as InitialNote A-12 Holder, KeyBank National Association, as Initial Note A-13 Holder,and KeyBank National Association, as Initial Note A-14 Holder (filed as Exhibit4.10 to the registrant’s Current Report on Form 8-K/A filed on October 5, 2023under Commission File No. 333-257737-09 and incorporated by reference herein)

4.13        Agreement Between Note Holders, dated as of May 25, 2023,by and between Bank of America, N.A., as Initial Note A-1-1 Holder, Bank ofAmerica, N.A., as Initial Note A-1-2 Holder, Bank of America, N.A., as InitialNote A-1-3 Holder, Bank of America, N.A., as Initial Note A-1-4 Holder, JPMorganChase Bank, National Association, as Initial Note A-2-1 Holder, JPMorgan ChaseBank, National Association, as Initial Note A-2-2 Holder, JPMorgan Chase Bank,National Association, as Initial Note A-2-3 Holder, JPMorgan Chase Bank,National Association, as Initial Note A-2-4 Holder, Bank of Montreal, asInitial Note A-3-1 Holder, Bank of Montreal, as Initial Note A-3-2 Holder, Bankof Montreal, as Initial Note A-3-3 Holder, Bank of Montreal, as Initial NoteA-3-4 Holder, Bank of Montreal, as Initial Note A-3-5 Holder, Bank of Montreal,as Initial Note A-3-6 Holder, Barclays Capital Real Estate Inc., as InitialNote A-4-1 Holder, and Barclays Capital Real Estate Inc., as Initial Note A-4-2Holder (filed as Exhibit 4.11 to the registrant’s Current Report on Form 8-Kfiled on September 19, 2023 under Commission File No. 333-257737-09 andincorporated by reference herein)

4.14        Agreement Between Note Holders, dated as of August 30,2023, by and between Barclays Capital Real Estate Inc., as Initial Note A-1Holder, Barclays Capital Real Estate Inc., as Initial Note A-2 Holder, BarclaysCapital Real Estate Inc., as Initial Note A-3 Holder, Société GénéraleFinancial Corporation, as Initial Note A-4 Holder,Société Générale FinancialCorporation, as Initial Note A-5 Holder,Société Générale Financial Corporation, as Initial NoteA-6 Holder, Société Générale Financial Corporation, as Initial Note A-7 Holder,KeyBank National Association, as Initial Note A-12 Holder, KeyBank NationalAssociation, as Initial Note A-13 Holder, KeyBank National Association, asInitial Note A-14 Holder, KeyBank National Association, as Initial Note A-15Holder, KeyBank National Association, as Initial Note A-16 Holder, KeyBankNational Association, as Initial Note A-17 Holder, Bank of Montreal, as InitialNote A-8 Holder, Bank of Montreal, as Initial Note A-9 Holder, Bank ofMontreal, as Initial Note A-10 Holder, and Bank of Montreal, as Initial NoteA-11 Holder (filed as Exhibit 4.12 to the registrant’s Current Report on Form8-K filed on September 19, 2023 under Commission File No. 333-257737-09 andincorporated by reference herein)

4.15        Co-Lender Agreement, dated as of August 30, 2023, by andbetween Citi Real Estate Funding Inc., as Initial Note A-1 Holder, Citi RealEstate Funding Inc., as Initial Note A-2 Holder, and Citi Real Estate FundingInc., as Initial Note A-3 Holder (filed as Exhibit 4.13 to the registrant’sCurrent Report on Form 8-K filed on September 19, 2023 under Commission FileNo. 333-257737-09 and incorporated by reference herein)

4.16        Agreement Between Note Holders, dated as of July 28,2023, by and between Barclays Capital Real Estate Inc., as Initial Note A-1Holder, Barclays Capital Real Estate Inc., as Initial Note A-2 Holder, BarclaysCapital Real Estate Inc., as Initial Note A-3 Holder, Barclays Capital RealEstate Inc., as Initial Note A-4 Holder, Bank of America, N.A., as Initial NoteA-5 Holder, and Bank of America, N.A., as Initial Note A-6 Holder (filed asExhibit 4.14 to the registrant’s Current Report on Form 8-K filed on September19, 2023 under Commission File No. 333-257737-09 and incorporated by referenceherein)

4.17        Agreement Between Note Holders, dated as of January 27,2023, by and between  Bank of America, National Association, as Initial NoteA-1 Holder, Bank of America, National Association, as Initial Note A-2 Holder,Bank of America, National Association, as Initial Note A-3 Holder, Bank ofAmerica, National Association, as Initial Note A-4 Holder, Bank of America,National Association, as Initial Note A-5 Holder, Bank of America, NationalAssociation, as Initial Note A-6 Holder, Bank of America, National Association,as Initial Note A-7 Holder, Bank of America, National Association, as InitialNote A-8 Holder, Wells Fargo Bank, National Association, as Initial Note A-9Holder, Wells Fargo Bank, National Association, as Initial Note A-10 Holder,Wells Fargo Bank, National Association, as Initial Note A-11 Holder, Wells FargoBank, National Association, as Initial Note A-12 Holder, Wells Fargo Bank,National Association, as Initial Note A-13 Holder, Wells Fargo Bank, NationalAssociation, as Initial Note A-14 Holder, Wells Fargo Bank, NationalAssociation, as Initial Note A-15 Holder, Wells Fargo Bank, NationalAssociation, as Initial Note A-16 Holder, Goldman Sachs Bank USA, as InitialNote A-17 Holder, Goldman Sachs Bank USA, as Initial Note A-18 Holder, 3650Real Estate Investment Trust 2 LLC, as Initial Note A-19 Holder, and 3650 RealEstate Investment Trust 2 LLC, as Initial Note A-20 Holder (filed as Exhibit4.15 to the registrant’s Current Report on Form 8-K filed on September 19, 2023under Commission File No. 333-257737-09 and incorporated by reference herein)

4.18        Agreement Between Note Holders, dated as of October 7,2022, by and between 3650 REIT Warehouse Facility Entity 2A LLC, as InitialNote A-1-A Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial NoteA-1-B Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-2-AHolder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-2-B Holder,3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-2-C Holder, 3650REIT Warehouse Facility Entity 2A LLC, as Initial Note A-3-A Holder, 3650 REITWarehouse Facility Entity 2A LLC, as Initial Note A-3-B Holder, and 3650 REITWarehouse Facility Entity 2A LLC, as Initial Note A-3-C Holder (filed asExhibit 4.16 to the registrant’s Current Report on Form 8-K filed on September19, 2023 under Commission File No. 333-257737-09 and incorporated by referenceherein)

4.19        Co-Lender Agreement, dated as of June 19, 2023, by andbetween JPMorgan Chase Bank, National Association, as Initial Note A-1 Holder,JPMorgan Chase Bank, National Association, as Initial Note A-2 Holder, JPMorganChase Bank, National Association, as Initial Note A-3-1 Holder, JPMorgan ChaseBank, National Association, as Initial Note A-3-2 Holder, JPMorgan Chase Bank,National Association, as Initial Note A-4 Holder, Citi Real Estate Funding,Inc., as Initial Note A-5-1 Holder, Citi Real Estate Funding, Inc., as InitialNote A-5-2 Holder, Citi Real Estate Funding, Inc., as Initial Note A-6 Holder,and Citi Real Estate Funding, Inc., as Initial Note A-7 Holder (filed asExhibit 4.17 to the registrant’s Current Report on Form 8-K filed on September19, 2023 under Commission File No. 333-257737-09 and incorporated by referenceherein)

4.20        Co-Lender Agreement, dated as of July 18, 2023, betweenDBR Investments Co. Limited, as Note A-1 Holder, DBR Investments Co. Limited,as Note A-2 Holder, DBR Investments Co. Limited, as Note A-3 Holder, DBRInvestments Co. Limited, as Note A-4 Holder, DBR Investments Co. Limited, asNote A-5 Holder, Goldman Sachs Bank USA, as Note A-6 Holder, Goldman Sachs BankUSA, as Note A-7-1 Holder, and Goldman Sachs Bank USA, as Note A-7-2 Holder(filed as Exhibit 4.18 to the registrant’s Current Report on Form 8-K filed onSeptember 19, 2023 under Commission File No. 333-257737-09 and incorporated byreference herein)

4.21        Agreement Between Note Holders, dated as of November 30,2022, by and between 3650 Real Estate Investment Trust 2 LLC, as Initial NoteA-1 Holder, 3650 Real Estate Investment Trust 2 LLC, as Initial Note A-2Holder, 3650 Real Estate Investment Trust 2 LLC, as Initial Note A-3 Holder,3650 Real Estate Investment Trust 2 LLC, as Initial Note A-4 Holder, and 3650Real Estate Investment Trust 2 LLC, as Initial Note A-5 Holder (filed asExhibit 4.19 to the registrant’s Current Report on Form 8-K filed on September19, 2023 under Commission File No. 333-257737-09 and incorporated by referenceherein)

4.22        Agreement Between Note Holders, dated as of October 7,2022, by and between 3650 REIT Warehouse Facility Entity 2A LLC, as InitialNote A-1 Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial NoteA-2 Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-3Holder, and 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-4Holder (filed as Exhibit 4.20 to the registrant’s Current Report on Form 8-Kfiled on September 19, 2023 under Commission File No. 333-257737-09 andincorporated by reference herein)

4.23        Co-Lender Agreement, dated as of January 5, 2023, by andamong Goldman Sachs Bank USA, as Initial Note A-1 Holder, DBR Investments Co.Limited, as Initial Note A-2 Holder, and Bank of Montreal, as Initial Note A-3Holder (filed as Exhibit 4.21 to the registrant’s Current Report on Form 8-Kfiled on September 19, 2023 under Commission File No. 333-257737-09 andincorporated by reference herein)

4.24        Agreement Between Note Holders, dated as of November 18, 2021,by and between 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-1Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-2 Holder,and 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-3 Holder(filed as Exhibit 4.22 to the registrant’s Current Report on Form 8-K filed onSeptember 19, 2023 under Commission File No. 333-257737-09 and incorporated byreference herein)

4.25        Agreement Between Noteholders, dated as of June 30, 2023,by and between Bank of America, N.A., as Initial Note A-1-1 Holder, Bank ofAmerica, N.A., as Initial Note A-1-2 Holder, Bank of America, N.A., as InitialNote A-1-3 Holder, Bank of America, N.A., as Initial Note A-1-4 Holder, Bank ofAmerica, N.A., as Initial Note A-1-5 Holder, UBS AG, New York Branch, asInitial Note A-2-1 Holder, UBS AG, New York Branch, as Initial Note A-2-2Holder, UBS AG, New York Branch, as Initial Note A-2-3 Holder, UBS AG, New YorkBranch, as Initial Note A-2-4 Holder, UBS AG, New York Branch, as Initial NoteA-2-5 Holder, UBS AG, New York Branch, as Initial Note A-2-6 Holder, UBS AG,New York Branch, as Initial Note A-2-7 Holder, UBS AG, New York Branch, asInitial Note A-2-8 Holder, UBS AG, New York Branch, as Initial Note A-2-9Holder, UBS AG, New York Branch, as Initial Note A-2-10 Holder, UBS AG, NewYork Branch, as Initial Note A-2-11 Holder, LMF Commercial, LLC, as InitialNote A-3-1 Holder, LMF Commercial, LLC, as Initial Note A-3-2 Holder, LMFCommercial, LLC, as Initial Note A-3-3 Holder, LMF Commercial, LLC, as InitialNote A-3-4 Holder, LMF Commercial, LLC, as Initial Note A-3-5 Holder, LMFCommercial, LLC, as Initial Note A-3-6 Holder, LMF Commercial, LLC, as InitialNote A-3-7 Holder, and LMF Commercial, LLC, as Initial Note A-3-8 Holder (filedas Exhibit 4.23 to the registrant’s Current Report on Form 8-K filed onSeptember 19, 2023 under Commission File No. 333-257737-09 and incorporated byreference herein)

4.26        Agreement Between Note Holders, dated as of November 30,2022, by and between 3650 REIT Warehouse Facility Entity 2A LLC, as InitialNote A-1 Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial NoteA-2 Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-3Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-4 Holder,and 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-5 Holder(filed as Exhibit 4.24 to the registrant’s Current Report on Form 8-K filed onSeptember 19, 2023 under Commission File No. 333-257737-09 and incorporated byreference herein)

4.27        Amended and Restated Agreement Between Noteholders, datedas of August 2, 2023, by and between New York Life Insurance Company, asInitial Note A-1 Holder, Teachers Insurance and Annuity Association of America,as Initial Note A-2 Holder, Deutsche Bank AG, New York Branch, as Initial NoteA-3 Holder, Computershare Trust Company, National Association, not in itsindividual capacity but solely as Trustee for the benefit of the Holders ofBenchmark 2023-B39 Mortgage Trust, Commercial Mortgage Pass-ThroughCertificates, Series 2023-B39, and any related Uncertificated VRR InterestOwner, as Initial Note A-4-1 Holder, Zions Bancorporation, N.A., as InitialNote A-4-2 Holder, Deutsche Bank AG, New York Branch, as Initial Note A-4-3Holder, Deutsche Bank AG, New York Branch, as Initial Note A-5-1 Holder, DeutscheBank AG, New York Branch, as Initial Note A-5-2 Holder, Computershare TrustCompany, National Association, not in its individual capacity but solely asTrustee for the benefit of the Holders of BANK5 2023-5YR2, Commercial MortgagePass-Through Certificates, Series 2023-5YR2, and the related VRR InterestOwners, as Initial Note A-6 Holder, Wells Fargo Bank, National Association, asInitial Note A-7-A Holder, Wells Fargo Bank, National Association, as InitialNote A-7-B Holder, Computershare Trust Company, National Association, not inits individual capacity but solely as Trustee for the benefit of the Holders ofBenchmark 2023-B39 Mortgage Trust, Commercial Mortgage Pass-ThroughCertificates, Series 2023-B39, and any related Uncertificated VRR InterestOwner, as Initial Note A-8-1 Holder, Goldman Sachs Bank USA, as Initial NoteA-8-2-A Holder, Goldman Sachs Bank USA, as Initial Note A-8-2-B Holder, GoldmanSachs Bank USA, as Initial Note A-8-3 Holder, SM Finance (GoReLux) LLC, asInitial Note B-1 Holder, and SM Finance (GoReLux) LLC, as Initial Note B-2Holder (filed as Exhibit 4.25 to the registrant’s Current Report on Form 8-Kfiled on September 19, 2023 under Commission File No. 333-257737-09 andincorporated by reference herein)

4.28        Agreement Between Note Holders, dated as of June 1, 2023,by and between Bank of America, N.A., as Initial Note A-1 Holder, Bank ofAmerica, N.A., as Initial Note A-2 Holder, Bank of America, N.A., as InitialNote A-3 Holder, Bank of America, N.A., as Initial Note A-4 Holder, BarclaysCapital Real Estate Inc., as Initial Note A-5 Holder, Barclays Capital RealEstate Inc., as Initial Note A-6 Holder, Barclays Capital Real Estate Inc., asInitial Note A-7 Holder, Barclays Capital Real Estate Inc., as Initial Note A-8Holder, JPMorgan Chase Bank, National Association, as Initial Note A-9 Holder,JPMorgan Chase Bank, National Association, as Initial Note A-10 Holder,JPMorgan Chase Bank, National Association, as Initial Note A-11 Holder, andJPMorgan Chase Bank, National Association, as Initial Note A-12 Holder (filedas Exhibit 4.26 to the registrant’s Current Report on Form 8-K filed onSeptember 19, 2023 under Commission File No. 333-257737-09 and incorporated byreference herein)

4.29        Agreement Between Note Holders, dated as of October 6,2022, by and among Column Financial, Inc., as Initial Note A-1 Holder, ColumnFinancial, Inc., as Initial Note A-2 Holder, Column Financial, Inc., as InitialNote A-3 Holder, Column Financial, Inc., as Initial Note A-4 Holder, ColumnFinancial, Inc., as Initial Note A-5 Holder, Column Financial, Inc., as InitialNote A-6 Holder, and Column Financial, Inc., as Initial Note A-7 Holder (filedas Exhibit 4.27 to the registrant’s Current Report on Form 8-K filed onSeptember 19, 2023 under Commission File No. 333-257737-09 and incorporated byreference herein)

4.30        Agreement Between Note Holders, dated as of June 9, 2023,by and between Citi Real Estate Funding Inc., as Initial Note A-1 Holder, CitiReal Estate Funding Inc., as Initial Note A-2 Holder, Citi Real Estate FundingInc., as Initial Note A-3 Holder, UBS AG, by and through its branch office at1285 Avenue of the Americas, New York, New York, as Initial Note A-4 Holder,UBS AG, by and through its branch office at 1285 Avenue of the Americas, NewYork, New York, as Initial Note A-5-1 Holder, UBS AG, by and through its branchoffice at 1285 Avenue of the Americas, New York, New York, as Initial NoteA-5-2 Holder, and Wells Fargo Bank, National Association, as Initial Note A-6Holder (filed as Exhibit 4.28 to the registrant’s Current Report on Form 8-Kfiled on September 19, 2023 under Commission File No. 333-257737-09 andincorporated by reference herein)

4.31        Agreement Between Note Holders, dated as of October 5,2023, by and between 3650 REIT Warehouse Facility Entity 2A LLC, as InitialNote A-1 Holder, and 3650 REIT Warehouse Facility Entity 2A LLC, as InitialNote A-2 Holder (filed as Exhibit 4.29 to the registrant’s Current Report onForm 8-K filed on September 19, 2023 under Commission File No. 333-257737-09and incorporated by reference herein)

 

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

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

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

33.2        3650 REIT Loan Servicing LLC, as Special Servicer

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

33.4        Computershare Trust Company, National Association,as Custodian

33.5        BellOak, LLC, as Operating Advisor

33.6        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Cipriani NYC PortfolioMortgage Loan (see Exhibit 33.1)

33.7        3650 REIT Loan Servicing LLC, as Special Servicerof the Cipriani NYC Portfolio Mortgage Loan (see Exhibit 33.2)

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

33.9        Computershare Trust Company, National Association,as Custodian of the Cipriani NYC Portfolio Mortgage Loan (see Exhibit 33.4)

33.10      BellOak, LLC, as Operating Advisor of the CiprianiNYC Portfolio Mortgage Loan (see Exhibit 33.5)

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

33.12      3650 REIT Loan Servicing LLC, as Special Servicerof the Rhino Retail Portfolio 2 Mortgage Loan (see Exhibit 33.2)

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

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

33.15      BellOak, LLC, as Operating Advisor of the RhinoRetail Portfolio 2 Mortgage Loan (see Exhibit 33.5)

33.16      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the La Habra Marketplace MortgageLoan (see Exhibit 33.1)

33.17      3650 REIT Loan Servicing LLC, as Special Servicerof the La Habra Marketplace Mortgage Loan (see Exhibit 33.2)

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

33.19      Computershare Trust Company, National Association,as Custodian of the La Habra Marketplace Mortgage Loan (see Exhibit 33.4)

33.20      BellOak, LLC, as Operating Advisor of the La HabraMarketplace Mortgage Loan (see Exhibit 33.5)

33.21      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 1516 Motor Parkway MortgageLoan (see Exhibit 33.1)

33.22      3650 REIT Loan Servicing LLC, as Special Servicerof the 1516 Motor Parkway Mortgage Loan (see Exhibit 33.2)

33.23      Computershare Trust Company, National Association, as Trustee of the 1516 MotorParkway Mortgage Loan (Omitted. See Explanatory Notes.)

33.24      Computershare Trust Company, National Association,as Custodian of the 1516 Motor Parkway Mortgage Loan (see Exhibit 33.4)

33.25      BellOak, LLC, as Operating Advisor of the 1516Motor Parkway Mortgage Loan (see Exhibit 33.5)

33.26      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Centene Mortgage Loan (seeExhibit 33.1)

33.27      3650 REIT Loan Servicing LLC, as Special Servicerof the Centene Mortgage Loan (see Exhibit 33.2)

33.28      Wells Fargo Bank, National Association, as Trustee of the Centene Mortgage Loan(Omitted. See Explanatory Notes.)

33.29      Wells Fargo Bank, National Association, asCustodian of the Centene Mortgage Loan

33.30      Park Bridge Lender Services LLC, as OperatingAdvisor of the Centene Mortgage Loan

33.31      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.4)

33.32      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Art Ovation Hotel MortgageLoan (see Exhibit 33.1)

33.33      3650 REIT Loan Servicing LLC, as Special Servicerof the Art Ovation Hotel Mortgage Loan (see Exhibit 33.2)

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

33.35      Computershare Trust Company, National Association,as Custodian of the Art Ovation Hotel Mortgage Loan (see Exhibit 33.4)

33.36      Park Bridge Lender Services LLC, as OperatingAdvisor of the Art Ovation Hotel Mortgage Loan (see Exhibit 33.30)

33.37      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Triple Net Portfolio MortgageLoan (see Exhibit 33.1)

33.38      3650 REIT Loan Servicing LLC, as Special Servicerof the Triple Net Portfolio Mortgage Loan (see Exhibit 33.2)

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

33.40      Computershare Trust Company, National Association,as Custodian of the Triple Net Portfolio Mortgage Loan (see Exhibit 33.4)

33.41      Park Bridge Lender Services LLC, as OperatingAdvisor of the Triple Net Portfolio Mortgage Loan (see Exhibit 33.30)

33.42      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 500 Delaware Mortgage Loan(see Exhibit 33.1)

33.43      3650 REIT Loan Servicing LLC, as Special Servicerof the 500 Delaware Mortgage Loan (see Exhibit 33.2)

33.44      Computershare Trust Company, National Association, as Trustee of the 500Delaware Mortgage Loan (Omitted. See Explanatory Notes.)

33.45      Computershare Trust Company, National Association,as Custodian of the 500 Delaware Mortgage Loan (see Exhibit 33.4)

33.46      Park Bridge Lender Services LLC, as OperatingAdvisor of the 500 Delaware Mortgage Loan (see Exhibit 33.30)

33.47      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the TOTAL Plaza Mortgage Loan (seeExhibit 33.1)

33.48      3650 REIT Loan Servicing LLC, as Special Servicerof the TOTAL Plaza Mortgage Loan (see Exhibit 33.2)

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

33.50      Computershare Trust Company, National Association,as Custodian of the TOTAL Plaza Mortgage Loan (see Exhibit 33.4)

33.51      Park Bridge Lender Services LLC, as OperatingAdvisor of the TOTAL Plaza Mortgage Loan (see Exhibit 33.30)

33.52      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Great Lakes Crossing OutletsMortgage Loan (see Exhibit 33.1)

33.53      LNR Partners, LLC, as Special Servicer of theGreat Lakes Crossing Outlets Mortgage Loan

33.54      Computershare Trust Company, National Association, as Trustee of the GreatLakes Crossing Outlets Mortgage Loan (Omitted. See Explanatory Notes.) 

33.55      Computershare Trust Company, National Association,as Custodian of the Great Lakes Crossing Outlets Mortgage Loan (see Exhibit33.4)

33.56      Park Bridge Lender Services LLC, as OperatingAdvisor of the Great Lakes Crossing Outlets Mortgage Loan (see Exhibit 33.30)

33.57      KeyBank National Association, as Primary Servicerof the Healthcare Trust MOB Portfolio Mortgage Loan

33.58      LNR Partners, LLC, as Special Servicer of theHealthcare Trust MOB Portfolio Mortgage Loan (see Exhibit 33.53)

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

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

33.61      Park Bridge Lender Services LLC, as OperatingAdvisor of the Healthcare Trust MOB Portfolio Mortgage Loan (see Exhibit 33.30)

33.62      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Soho Beach House MiamiMortgage Loan (see Exhibit 33.1)

33.63      K-Star Asset Management LLC, as Special Servicerof the Soho Beach House Miami Mortgage Loan

33.64      Computershare Trust Company, National Association, as Trustee of the Soho BeachHouse Miami Mortgage Loan (Omitted. See Explanatory Notes.)

33.65      Computershare Trust Company, National Association,as Custodian of the Soho Beach House Miami Mortgage Loan (see Exhibit 33.4)

33.66      Park Bridge Lender Services LLC, as OperatingAdvisor of the Soho Beach House Miami Mortgage Loan (see Exhibit 33.30)

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

33.68      K-Star Asset Management LLC, as Special Servicerof the Novolex Portfolio Mortgage Loan (see Exhibit 33.63)

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

33.70      Computershare Trust Company, National Association,as Custodian of the Novolex Portfolio Mortgage Loan (see Exhibit 33.4)

33.71      Park Bridge Lender Services LLC, as OperatingAdvisor of the Novolex Portfolio Mortgage Loan (see Exhibit 33.30)

33.72      Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Primary Servicer of the Back Bay Office Mortgage Loan (seeExhibit 33.1)

33.73      Situs Holdings, LLC, as Special Servicer of the Back Bay Office Mortgage Loan(Omitted. See Explanatory Notes.)

33.74      Computershare Trust Company, National Association, as Trustee of the Back BayOffice Mortgage Loan (Omitted. See Explanatory Notes.)

33.75      Computershare Trust Company, National Association,as Custodian of the Back Bay Office Mortgage Loan (see Exhibit 33.4)

33.76      Park Bridge Lender Services LLC, as OperatingAdvisor of the Back Bay Office Mortgage Loan (see Exhibit 33.30)

33.77      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Seagate Campus Mortgage Loan(see Exhibit 33.1)

33.78      K-Star Asset Management LLC, as Special Servicerof the Seagate Campus Mortgage Loan (see Exhibit 33.63)

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

33.80      Computershare Trust Company, National Association,as Custodian of the Seagate Campus Mortgage Loan (see Exhibit 33.4)

33.81      Park Bridge Lender Services LLC, as OperatingAdvisor of the Seagate Campus Mortgage Loan (see Exhibit 33.30)

33.82      Wells Fargo Bank, National Association, as PrimaryServicer of the One & Two Commerce Square Mortgage Loan

33.83      LNR Partners, LLC, as Special Servicer of the One& Two Commerce Square Mortgage Loan (see Exhibit 33.53)

33.84      Wilmington Trust, National Association, as Trustee of the One & TwoCommerce Square Mortgage Loan (Omitted. See Explanatory Notes.)

33.85      Computershare Trust Company, National Association,as Custodian of the One & Two Commerce Square Mortgage Loan (see Exhibit33.4)

33.86      Park Bridge Lender Services LLC, as OperatingAdvisor of the One & Two Commerce Square Mortgage Loan (see Exhibit 33.30)

33.87      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the One & Two Commerce Square Mortgage Loan

33.88      Wells Fargo Bank, National Association, as PrimaryServicer of the 11 West 42nd Street Mortgage Loan (see Exhibit 33.82)

33.89      Greystone Servicing Company LLC, as Special Servicer of the 11 West 42nd StreetMortgage Loan (Omitted. See Explanatory Notes.)

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

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

33.92      Pentalpha Surveillance LLC, as Operating Advisorof the 11 West 42nd Street Mortgage Loan

33.93      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 11 West 42nd Street Mortgage Loan (see Exhibit 33.87)

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

33.95      Rialto Capital Advisors, LLC, as Special Servicerof the RTL Retail Portfolio Mortgage Loan

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

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

33.98      Pentalpha Surveillance LLC, as Operating Advisorof the RTL Retail Portfolio Mortgage Loan (see Exhibit 33.92)

33.99      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Fashion Valley Mall MortgageLoan (see Exhibit 33.1)

33.100    LNR Partners, LLC, as Special Servicer of theFashion Valley Mall Mortgage Loan (see Exhibit 33.53)

33.101    Computershare Trust Company, National Association, as Trustee of the FashionValley Mall Mortgage Loan (Omitted. See Explanatory Notes.)

33.102    Computershare Trust Company, National Association,as Custodian of the Fashion Valley Mall Mortgage Loan (see Exhibit 33.4)

33.103    Pentalpha Surveillance LLC, as Operating Advisorof the Fashion Valley Mall Mortgage Loan (see Exhibit 33.92)

33.104    Wells Fargo Bank, National Association, as PrimaryServicer of the CX – 250 Water Street Mortgage Loan (see Exhibit 33.82)

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

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

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

33.108    BellOak, LLC, as Operating Advisor of the CX – 250Water Street Mortgage Loan (see Exhibit 33.5)

33.109    CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the CX – 250 Water Street Mortgage Loan (see Exhibit 33.87)

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

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

34.2        3650 REIT Loan Servicing LLC, as Special Servicer

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

34.4        Computershare Trust Company, National Association,as Custodian

34.5        BellOak, LLC, as Operating Advisor

34.6        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Cipriani NYC PortfolioMortgage Loan (see Exhibit 34.1)

34.7        3650 REIT Loan Servicing LLC, as Special Servicerof the Cipriani NYC Portfolio Mortgage Loan (see Exhibit 34.2)

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

34.9        Computershare Trust Company, National Association,as Custodian of the Cipriani NYC Portfolio Mortgage Loan (see Exhibit 34.4)

34.10      BellOak, LLC, as Operating Advisor of the CiprianiNYC Portfolio Mortgage Loan (see Exhibit 34.5)

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

34.12      3650 REIT Loan Servicing LLC, as Special Servicerof the Rhino Retail Portfolio 2 Mortgage Loan (see Exhibit 34.2)

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

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

34.15      BellOak, LLC, as Operating Advisor of the RhinoRetail Portfolio 2 Mortgage Loan (see Exhibit 34.5)

34.16      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the La Habra Marketplace MortgageLoan (see Exhibit 34.1)

34.17      3650 REIT Loan Servicing LLC, as Special Servicerof the La Habra Marketplace Mortgage Loan (see Exhibit 34.2)

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

34.19      Computershare Trust Company, National Association,as Custodian of the La Habra Marketplace Mortgage Loan (see Exhibit 34.4)

34.20      BellOak, LLC, as Operating Advisor of the La HabraMarketplace Mortgage Loan (see Exhibit 34.5)

34.21      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 1516 Motor Parkway MortgageLoan (see Exhibit 34.1)

34.22      3650 REIT Loan Servicing LLC, as Special Servicerof the 1516 Motor Parkway Mortgage Loan (see Exhibit 34.2)

34.23      Computershare Trust Company, National Association, as Trustee of the 1516 MotorParkway Mortgage Loan (Omitted. See Explanatory Notes.)

34.24      Computershare Trust Company, National Association,as Custodian of the 1516 Motor Parkway Mortgage Loan (see Exhibit 34.4)

34.25      BellOak, LLC, as Operating Advisor of the 1516Motor Parkway Mortgage Loan (see Exhibit 34.5)

34.26      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Centene Mortgage Loan (seeExhibit 34.1)

34.27      3650 REIT Loan Servicing LLC, as Special Servicerof the Centene Mortgage Loan (see Exhibit 34.2)

34.28      Wells Fargo Bank, National Association, as Trustee of the Centene Mortgage Loan(Omitted. See Explanatory Notes.)

34.29      Wells Fargo Bank, National Association, asCustodian of the Centene Mortgage Loan

34.30      Park Bridge Lender Services LLC, as OperatingAdvisor of the Centene Mortgage Loan

34.31      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.4)

34.32      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Art Ovation Hotel MortgageLoan (see Exhibit 34.1)

34.33      3650 REIT Loan Servicing LLC, as Special Servicerof the Art Ovation Hotel Mortgage Loan (see Exhibit 34.2)

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

34.35      Computershare Trust Company, National Association,as Custodian of the Art Ovation Hotel Mortgage Loan (see Exhibit 34.4)

34.36      Park Bridge Lender Services LLC, as OperatingAdvisor of the Art Ovation Hotel Mortgage Loan (see Exhibit 34.30)

34.37      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Triple Net Portfolio MortgageLoan (see Exhibit 34.1)

34.38      3650 REIT Loan Servicing LLC, as Special Servicerof the Triple Net Portfolio Mortgage Loan (see Exhibit 34.2)

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

34.40      Computershare Trust Company, National Association,as Custodian of the Triple Net Portfolio Mortgage Loan (see Exhibit 34.4)

34.41      Park Bridge Lender Services LLC, as OperatingAdvisor of the Triple Net Portfolio Mortgage Loan (see Exhibit 34.30)

34.42      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 500 Delaware Mortgage Loan(see Exhibit 34.1)

34.43      3650 REIT Loan Servicing LLC, as Special Servicerof the 500 Delaware Mortgage Loan (see Exhibit 34.2)

34.44      Computershare Trust Company, National Association, as Trustee of the 500Delaware Mortgage Loan (Omitted. See Explanatory Notes.)

34.45      Computershare Trust Company, National Association,as Custodian of the 500 Delaware Mortgage Loan (see Exhibit 34.4)

34.46      Park Bridge Lender Services LLC, as OperatingAdvisor of the 500 Delaware Mortgage Loan (see Exhibit 34.30)

34.47      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the TOTAL Plaza Mortgage Loan (seeExhibit 34.1)

34.48      3650 REIT Loan Servicing LLC, as Special Servicerof the TOTAL Plaza Mortgage Loan (see Exhibit 34.2)

34.49      Computershare Trust Company, National Association, as Trustee of the TOTAL PlazaMortgage Loan (Omitted. See Explanatory Notes.)

34.50      Computershare Trust Company, National Association,as Custodian of the TOTAL Plaza Mortgage Loan (see Exhibit 34.4)

34.51      Park Bridge Lender Services LLC, as OperatingAdvisor of the TOTAL Plaza Mortgage Loan (see Exhibit 34.30)

34.52      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Great Lakes Crossing OutletsMortgage Loan (see Exhibit 34.1)

34.53      LNR Partners, LLC, as Special Servicer of theGreat Lakes Crossing Outlets Mortgage Loan

34.54      Computershare Trust Company, National Association, as Trustee of the GreatLakes Crossing Outlets Mortgage Loan (Omitted. See Explanatory Notes.) 

34.55      Computershare Trust Company, National Association,as Custodian of the Great Lakes Crossing Outlets Mortgage Loan (see Exhibit34.4)

34.56      Park Bridge Lender Services LLC, as OperatingAdvisor of the Great Lakes Crossing Outlets Mortgage Loan (see Exhibit 34.30)

34.57      KeyBank National Association, as Primary Servicerof the Healthcare Trust MOB Portfolio Mortgage Loan

34.58      LNR Partners, LLC, as Special Servicer of theHealthcare Trust MOB Portfolio Mortgage Loan (see Exhibit 34.53)

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

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

34.61      Park Bridge Lender Services LLC, as OperatingAdvisor of the Healthcare Trust MOB Portfolio Mortgage Loan (see Exhibit 34.30)

34.62      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Soho Beach House MiamiMortgage Loan (see Exhibit 34.1)

34.63      K-Star Asset Management LLC, as Special Servicerof the Soho Beach House Miami Mortgage Loan

34.64      Computershare Trust Company, National Association, as Trustee of the Soho BeachHouse Miami Mortgage Loan (Omitted. See Explanatory Notes.)

34.65      Computershare Trust Company, National Association, asCustodian of the Soho Beach House Miami Mortgage Loan (see Exhibit 34.4)

34.66      Park Bridge Lender Services LLC, as OperatingAdvisor of the Soho Beach House Miami Mortgage Loan (see Exhibit 34.30)

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

34.68      K-Star Asset Management LLC, as Special Servicerof the Novolex Portfolio Mortgage Loan (see Exhibit 34.63)

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

34.70      Computershare Trust Company, National Association,as Custodian of the Novolex Portfolio Mortgage Loan (see Exhibit 34.4)

34.71      Park Bridge Lender Services LLC, as OperatingAdvisor of the Novolex Portfolio Mortgage Loan (see Exhibit 34.30)

34.72      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Back Bay Office Mortgage Loan(see Exhibit 34.1)

34.73      Situs Holdings, LLC, as Special Servicer of the Back Bay Office Mortgage Loan(Omitted. See Explanatory Notes.)

34.74      Computershare Trust Company, National Association, as Trustee of the Back BayOffice Mortgage Loan (Omitted. See Explanatory Notes.)

34.75      Computershare Trust Company, National Association,as Custodian of the Back Bay Office Mortgage Loan (see Exhibit 34.4)

34.76      Park Bridge Lender Services LLC, as OperatingAdvisor of the Back Bay Office Mortgage Loan (see Exhibit 34.30)

34.77      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Seagate Campus Mortgage Loan(see Exhibit 34.1)

34.78      K-Star Asset Management LLC, as Special Servicerof the Seagate Campus Mortgage Loan (see Exhibit 34.63)

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

34.80      Computershare Trust Company, National Association,as Custodian of the Seagate Campus Mortgage Loan (see Exhibit 34.4)

34.81      Park Bridge Lender Services LLC, as OperatingAdvisor of the Seagate Campus Mortgage Loan (see Exhibit 34.30)

34.82      Wells Fargo Bank, National Association, as PrimaryServicer of the One & Two Commerce Square Mortgage Loan

34.83      LNR Partners, LLC, as Special Servicer of the One& Two Commerce Square Mortgage Loan (see Exhibit 34.53)

34.84      Wilmington Trust, National Association, as Trustee of the One & TwoCommerce Square Mortgage Loan (Omitted. See Explanatory Notes.)

34.85      Computershare Trust Company, National Association,as Custodian of the One & Two Commerce Square Mortgage Loan (see Exhibit34.4)

34.86      Park Bridge Lender Services LLC, as OperatingAdvisor of the One & Two Commerce Square Mortgage Loan (see Exhibit 34.30)

34.87      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the One & Two Commerce Square Mortgage Loan

34.88      Wells Fargo Bank, National Association, as PrimaryServicer of the 11 West 42nd Street Mortgage Loan (see Exhibit 34.82)

34.89      Greystone Servicing Company LLC, as Special Servicer of the 11 West 42nd StreetMortgage Loan (Omitted. See Explanatory Notes.)

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

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

34.92      Pentalpha Surveillance LLC, as Operating Advisorof the 11 West 42nd Street Mortgage Loan

34.93      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 11 West 42nd Street Mortgage Loan (see Exhibit 34.87)

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

34.95      Rialto Capital Advisors, LLC, as Special Servicerof the RTL Retail Portfolio Mortgage Loan

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

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

34.98      Pentalpha Surveillance LLC, as Operating Advisorof the RTL Retail Portfolio Mortgage Loan (see Exhibit 34.92)

34.99      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Fashion Valley Mall MortgageLoan (see Exhibit 34.1)

34.100    LNR Partners, LLC, as Special Servicer of the FashionValley Mall Mortgage Loan (see Exhibit 34.53)

34.101    Computershare Trust Company, National Association, as Trustee of the FashionValley Mall Mortgage Loan (Omitted. See Explanatory Notes.)

34.102    Computershare Trust Company, National Association,as Custodian of the Fashion Valley Mall Mortgage Loan (see Exhibit 34.4)

34.103    Pentalpha Surveillance LLC, as Operating Advisorof the Fashion Valley Mall Mortgage Loan (see Exhibit 34.92)

34.104    Wells Fargo Bank, National Association, as PrimaryServicer of the CX – 250 Water Street Mortgage Loan (see Exhibit 34.82)

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

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

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

34.108    BellOak, LLC, as Operating Advisor of the CX – 250Water Street Mortgage Loan (see Exhibit 34.5)

34.109    CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the CX – 250 Water Street Mortgage Loan (see Exhibit 34.87)

35           Servicer compliance statements.

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

35.2        3650 REIT Loan Servicing LLC, as Special Servicer

35.3        Computershare Trust Company, National Association,as Certificate Administrator

35.4        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Cipriani NYC PortfolioMortgage Loan (see Exhibit 35.1)

35.5        3650 REIT Loan Servicing LLC, as Special Servicerof the Cipriani NYC Portfolio Mortgage Loan (see Exhibit 35.2)

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

35.7        3650 REIT Loan Servicing LLC, as Special Servicerof the Rhino Retail Portfolio 2 Mortgage Loan (see Exhibit 35.2)

35.8        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the La Habra Marketplace MortgageLoan (see Exhibit 35.1)

35.9        3650 REIT Loan Servicing LLC, as Special Servicerof the La Habra Marketplace Mortgage Loan (see Exhibit 35.2)

35.10      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 1516 Motor Parkway MortgageLoan (see Exhibit 35.1)

35.11      3650 REIT Loan Servicing LLC, as Special Servicerof the 1516 Motor Parkway Mortgage Loan (see Exhibit 35.2)

35.12      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Centene Mortgage Loan (seeExhibit 35.1)

35.13      3650 REIT Loan Servicing LLC, as Special Servicerof the Centene Mortgage Loan (see Exhibit 35.2)

35.14      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Art Ovation Hotel MortgageLoan (see Exhibit 35.1)

35.15      3650 REIT Loan Servicing LLC, as Special Servicerof the Art Ovation Hotel Mortgage Loan (see Exhibit 35.2)

35.16      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Triple Net Portfolio MortgageLoan (see Exhibit 35.1)

35.17      3650 REIT Loan Servicing LLC, as Special Servicerof the Triple Net Portfolio Mortgage Loan (see Exhibit 35.2)

35.18      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 500 Delaware Mortgage Loan(see Exhibit 35.1)

35.19      3650 REIT Loan Servicing LLC, as Special Servicerof the 500 Delaware Mortgage Loan (see Exhibit 35.2)

35.20      Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Primary Servicer of the TOTAL Plaza Mortgage Loan (see Exhibit35.1)

35.21      3650 REIT Loan Servicing LLC, as Special Servicerof the TOTAL Plaza Mortgage Loan (see Exhibit 35.2)

35.22      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Great Lakes Crossing OutletsMortgage Loan (see Exhibit 35.1)

35.23      LNR Partners, LLC, as Special Servicer of theGreat Lakes Crossing Outlets Mortgage Loan

35.24      KeyBank National Association, as Primary Servicer of the Healthcare Trust MOBPortfolio Mortgage Loan (Omitted. See Explanatory Notes.)  

35.25      LNR Partners, LLC, as Special Servicer of theHealthcare Trust MOB Portfolio Mortgage Loan (see Exhibit 35.23)

35.26      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Soho Beach House MiamiMortgage Loan (see Exhibit 35.1)

35.27      K-Star Asset Management LLC, as Special Servicer of the Soho Beach House MiamiMortgage Loan (Omitted. See Explanatory Notes.)

35.28      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Novolex Portfolio MortgageLoan (see Exhibit 35.1)

35.29      K-Star Asset Management LLC, as Special Servicer of the Novolex PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

35.30      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Back Bay Office Mortgage Loan(see Exhibit 35.1)

35.31      Situs Holdings, LLC, as Special Servicer of the Back Bay Office Mortgage Loan(Omitted. See Explanatory Notes.)

35.32      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Seagate Campus Mortgage Loan(see Exhibit 35.1)

35.33      K-Star Asset Management LLC, as Special Servicer of the Seagate Campus MortgageLoan (Omitted. See Explanatory Notes.)

35.34      Wells Fargo Bank, National Association, as PrimaryServicer of the One & Two Commerce Square Mortgage Loan

35.35      LNR Partners, LLC, as Special Servicer of the One& Two Commerce Square Mortgage Loan (see Exhibit 35.23)

35.36      Wells Fargo Bank, National Association, as PrimaryServicer of the 11 West 42nd Street Mortgage Loan (see Exhibit 35.34)

35.37      Greystone Servicing Company LLC, as Special Servicer of the 11 West 42nd StreetMortgage Loan (Omitted. See Explanatory Notes.)

35.38      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the RTL Retail Portfolio MortgageLoan (see Exhibit 35.1)

35.39      Rialto Capital Advisors, LLC, as Special Servicer of the RTL Retail PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

35.40      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Fashion Valley Mall MortgageLoan (see Exhibit 35.1)

35.41      LNR Partners, LLC, as Special Servicer of theFashion Valley Mall Mortgage Loan (see Exhibit 35.23)

35.42      Wells Fargo Bank, National Association, as PrimaryServicer of the CX – 250 Water Street Mortgage Loan (see Exhibit 35.34)

35.43      Argentic Services Company LP, as Special Servicer of the CX – 250 Water StreetMortgage Loan (Omitted. See Explanatory Notes.)

99.1        Mortgage Loan Purchase Agreement, dated as of October 5,2023, among Barclays Capital Real Estate Inc., Barclays Capital Holdings Inc.and Barclays Commercial Mortgage Securities LLC (filed as Exhibit 99.1 to theregistrant’s Current Report on Form 8-K filed on September 19, 2023 underCommission File No. 333-257737-09 and incorporated by reference herein)

99.2        Mortgage Loan Purchase Agreement, dated as of October 5,2023, between 3650 Real Estate Investment Trust 2 LLC and Barclays CommercialMortgage Securities LLC (filed as Exhibit 99.2 to the registrant’s CurrentReport on Form 8-K/A filed on October 5, 2023 under Commission File No.333-257737-09 and incorporated by reference herein)

99.3        Mortgage Loan Purchase Agreement, dated as of October 5,2023, between Citi Real Estate Funding Inc. and Barclays Commercial MortgageSecurities LLC (filed as Exhibit 99.3 to the registrant’s Current Report onForm 8-K filed on September 19, 2023 under Commission File No. 333-257737-09and incorporated by reference herein)

99.4        Mortgage Loan Purchase Agreement, dated as of October 5,2023, between Bank of Montreal and Barclays Commercial Mortgage Securities LLC(filed as Exhibit 99.4 to the registrant’s Current Report on Form 8-K filed onSeptember 19, 2023 under Commission File No. 333-257737-09 and incorporated byreference herein)

99.5        Mortgage Loan Purchase Agreement, dated as of October 5,2023, between German American Capital Corporation and Barclays CommercialMortgage Securities LLC (filed as Exhibit 99.5 to the registrant’s CurrentReport on Form 8-K filed on September 19, 2023 under Commission File No.333-257737-09 and incorporated by reference herein)

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

(c)    Not Applicable.

 

**SIGNATURES**

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

Barclays Commercial MortgageSecurities LLC(Depositor)

/s/ DanielVinson

DanielVinson, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 18, 2024