**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: 333-261279-04**

**Central Index Key Number of the issuing entity:0001991524**

**BANK5 2023-5YR3**

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

** **

**Central Index Key Number of the depositor: 0001005007**

**Banc of America Merrill LynchCommercial Mortgage Inc.**

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

** **

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

**Bank of America, NationalAssociation**

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

** **

**Central Index Key Number of the sponsor: 0001541557**

**Morgan Stanley Mortgage CapitalHoldings LLC**

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

** **

**Central Index Key Number of the sponsor: 0000740906**

**Wells Fargo Bank, NationalAssociation**

**(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)**

** **

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

**the issuing entity)** | **38-4279440**

**38-4279441**

**38-7292529**

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

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

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

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

**(Address of principal executiveoffices of the issuing entity)**

**21045**

**(Zip Code)**

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

**(646) 855-3953**

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

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

 

 

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

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

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

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

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

Not applicable.

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

Large acceleratedfiler        o                                                                                                       Accelerated filer                                     o

Non-acceleratedfiler          ⌧                                                                                                      Smaller reportingcompany                    o

                                                                                                                                                       Emerging growthcompany                    o

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

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

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

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

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

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

Not applicable.

 

** **

**EXPLANATORY NOTES**

The Short Pump Town Center Mortgage Loan, the11 West 42nd Street Mortgage Loan, the Heritage Plaza Mortgage Loan and the6330 West Loop South Mortgage Loan, which constituted approximately 9.0%, 8.5%,4.3% and 2.0%, respectively, of the asset pool of the issuing entity as of itscut-off date, are each an asset of the issuing entity and are each part of aloan combination that includes (a) with respect to the Short Pump Town CenterMortgage Loan, six other *pari passu* loans, which are not assets of theissuing entity, (b) with respect to the 11 West 42nd Street Mortgage Loan,twenty-one other *pari passu* loans, which are not assets of the issuingentity, (c) with respect to the Heritage Plaza Mortgage Loan, six other *paripassu* loans, which are not assets of the issuing entity and (d) withrespect to the 6330 West Loop South Mortgage Loan, two other *pari passu*loans, which are not assets of the issuing entity. These loan combinations, includingthe Short Pump Town Center Mortgage Loan, the 11 West 42nd Street MortgageLoan, the Heritage Plaza Mortgage Loan and the 6330 West Loop South MortgageLoan, are being serviced and administered pursuant to the Pooling and ServicingAgreement, which is incorporated by reference as Exhibit 4.1 to this AnnualReport on Form 10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Harborside 2-3 Mortgage Loan, whichconstituted approximately 2.3% of the asset pool of the issuing entity as ofits cut-off date.  The Harborside 2-3 Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the Harborside2-3 Mortgage Loan and thirteen other *pari passu* loans, which are notassets of the issuing entity. A *pari passu* portion of the loancombination was securitized in the Benchmark 2023-V2 Mortgage Trusttransaction, Commission File Number 333-262701-03 (the “Benchmark 2023-V2Transaction”). This loan combination, including the Harborside 2-3 MortgageLoan, is being serviced and administered pursuant to the pooling and servicingagreement for the Benchmark 2023-V2 Transaction, which is incorporated byreference 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 Miracle Mile Shops Mortgage Loan, whichconstituted approximately 4.4% of the asset pool of the issuing entity as ofits cut-off date.  The Miracle Mile Shops Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the Miracle MileShops Mortgage Loan and five other *pari passu* loans, which are notassets of the issuing entity. A *pari passu* portion of the loancombination was securitized in the MIRA Trust 2023-MILE transaction (the “MIRA2023-MILE Transaction”). This loan combination, including the Miracle MileShops Mortgage Loan, is being serviced and administered pursuant to the trustand servicing agreement for the MIRA 2023-MILE 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 theExhibit Index) with respect to the 503-511 Broadway Mortgage Loan and theBrandon Mall Mortgage Loan, which constituted approximately 2.5% and 2.3%,respectively, of the asset pool of the issuing entity as of its cut-offdate.  The 503-511 Broadway Mortgage Loan and the Brandon Mall MortgageLoan are each an asset of the issuing entity and are each part of a loancombination that includes the 503-511 Broadway Mortgage Loan or the BrandonMall Mortgage Loan and two other *pari passu* loans, each of which are notassets of the issuing entity. A *pari passu* portion of each loancombination was securitized in the BANK5 2023-5YR2 transaction, Commission FileNumber 333-259741-06 (the “BANK5 2023-5YR2 Transaction”). These loancombinations, including the 503-511 Broadway Mortgage Loan and the Brandon MallMortgage Loan, are being serviced and administered pursuant to the pooling andservicing agreement for the BANK5 2023-5YR2 Transaction, which is incorporatedby reference as Exhibit 4.4 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Back Bay Office Mortgage Loan, whichconstituted approximately 1.7% of the asset pool of the issuing entity as ofits cut-off date.  The Back Bay Office Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the Back BayOffice Mortgage Loan, fourteen other *pari passu* loans and twosubordinate companion loans, which are not assets of the issuing entity. A *paripassu* portion of the loan combination was securitized in the Benchmark2023-B39 Mortgage Trust transaction, Commission File Number 333-262701-04 (the“Benchmark 2023-B39 Transaction”). This loan combination, including theBack Bay Office Mortgage Loan, is being serviced and administered pursuant tothe pooling and servicing agreement for the Benchmark 2023-B39 Transaction,which is incorporated by reference as Exhibit 4.5 to this Annual Report on Form10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Gateway Center South Mortgage Loan, whichconstituted approximately 5.6% of the asset pool of the issuing entity as ofits cut-off date.  The Gateway Center South Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the GatewayCenter South Mortgage Loan and six other *pari passu* loans, which are notassets of the issuing entity. A *pari passu* portion of the loancombination was securitized in the BMO 2023-5C1 Mortgage Trust transaction,Commission File Number 333-255934-06 (the “BMO 2023-5C1 Transaction”).This loan combination, including the Gateway Center South Mortgage Loan, isbeing serviced and administered pursuant to the pooling and servicing agreementfor the BMO 2023-5C1 Transaction, which is incorporated by reference as Exhibit4.6 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 Cipriani NYC Portfolio Mortgage Loan, whichconstituted approximately 3.4% of the asset pool of the issuing entity as ofits cut-off date.  The Cipriani NYC Portfolio Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the CiprianiNYC Portfolio Mortgage Loan and one other *pari passu* loan, which is notan asset of the issuing entity. This loan combination, including the CiprianiNYC Portfolio Mortgage Loan, was serviced under the Pooling and ServicingAgreement for the issuing entity prior to the closing of the securitization ofthe other *pari passu* portion of the Cipriani NYC Portfolio loancombination in the BBCMS Mortgage Trust 2023-C21 transaction, Commission FileNumber 333-257737-09 (the “BBCMS 2023-C21 Transaction”).  After theclosing of the BBCMS 2023-C21 Transaction on October 5, 2023, this loancombination, including the Cipriani NYC Portfolio Mortgage Loan was, and willcontinue to be, serviced and administered pursuant to the pooling and servicingagreement with respect to the BBCMS 2023-C21 Transaction, which is incorporatedby reference 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 Westfarms Mortgage Loan, which constitutedapproximately 5.1% of the asset pool of the issuing entity as of its cut-offdate.  The Westfarms Mortgage Loan is an asset of the issuing entity andis part of a loan combination that includes the Westfarms Mortgage Loan andeight other *pari passu* loans, which are not assets of the issuingentity. This loan combination, including the Westfarms Mortgage Loan, wasserviced under the Pooling and Servicing Agreement for the issuing entity priorto the closing of the securitization of a *pari passu* portion of theWestfarms loan combination in the BMO 2023-5C2 Mortgage Trust transaction,Commission File Number 333-255934-08 (the “BMO 2023-5C2 Transaction”). After the closing of the BMO 2023-5C2 Transaction on November 9, 2023, thisloan combination, including the Westfarms Mortgage Loan was, and will continueto be, serviced and administered pursuant to the pooling and servicingagreement with respect to the BMO 2023-5C2 Transaction, which is incorporatedby reference as Exhibit 4.8 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.

Wells Fargo Bank, NationalAssociation is the master servicer of the mortgage loans serviced under thePooling and Servicing Agreement and the primary servicer of the 503-511Broadway Mortgage Loan and the Brandon Mall Mortgage Loan. As a result, WellsFargo Bank, National Association is a “servicer” as defined in Item1108(a)(2)(iii) of Regulation AB, in the capacities described above, because itis servicing mortgage loans that constituted 10% or more of the assets of theissuing entity as of its cut-off date. The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements delivered by Wells Fargo Bank, National Association inthe capacities described above are listed in the Exhibit Index.

Greystone Servicing Company LLC isthe special servicer of the mortgage loans serviced under the Pooling andServicing Agreement and the Westfarms Mortgage Loan. As a result, GreystoneServicing Company LLC is a “servicer” as defined in Item 1108(a)(2)(iii) ofRegulation AB, in the capacities described above, because it is servicingmortgage loans that constituted 10% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria, accountants’ attestation reports and servicer compliance statementsdelivered by Greystone Servicing Company LLC in the capacities described aboveare listed in the Exhibit Index.

Computershare Trust Company,National Association is the custodian of the mortgage loans serviced under thePooling and Servicing Agreement, the Gateway Center South Mortgage Loan, theWestfarms Mortgage Loan, the Miracle Mile Shops Mortgage Loan, the Cipriani NYCPortfolio Mortgage Loan, the 503-511 Broadway Mortgage Loan, the Harborside 2-3Mortgage Loan, the Brandon Mall Mortgage Loan and the Back Bay Office MortgageLoan.  As a result, Computershare Trust Company, National Association 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 byComputershare Trust Company, National Association in the capacities describedabove are listed in the Exhibit Index.

Midland Loan Services, a Divisionof PNC Bank, National Association is the primary servicer of the Miracle MileShops Mortgage Loan, the Cipriani NYC Portfolio Mortgage Loan, the Harborside2-3 Mortgage Loan and the Back Bay Office Mortgage Loan. As a result, MidlandLoan Services, 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 Gateway Center South Mortgage Loan, the CiprianiNYC Portfolio Mortgage Loan and the Harborside 2-3 Mortgage Loan. As a result,3650 REIT Loan Servicing LLC is a “servicer” as defined in Item 1108(a)(2)(iii)of Regulation AB, in the capacities described above, because it is servicingmortgage loans that constituted 10% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria, accountants’ attestation reports and servicer compliance statementsdelivered by 3650 REIT Loan Servicing LLC in the capacities described above arelisted in the Exhibit Index.

BellOak, LLC is the operatingadvisor of the Westfarms Mortgage Loan, the Cipriani NYC Portfolio MortgageLoan and the Harborside 2-3 Mortgage Loan.  As a result, BellOak, 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 byBellOak, LLC in the capacities described above are listed in the Exhibit Index.

KeyBank National Association isthe special servicer of the Miracle Mile Shops Mortgage Loan and the primaryservicer of the Gateway Center South Mortgage Loan and the Westfarms MortgageLoan. As a result, KeyBank National Association is a “servicer” as defined inItem 1108(a)(2)(iii) of Regulation AB, in the capacities described above,because it is servicing mortgage loans that constituted 10% or more of theassets 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 KeyBank National Association inthe capacities described above are listed in the Exhibit Index.

Park Bridge Lender Services LLC isthe operating advisor of the Miracle Mile Shops Mortgage Loan, the 503-511Broadway Mortgage Loan, the Brandon Mall Mortgage Loan and the Back Bay OfficeMortgage 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.

Computershare Trust Company,National Association acts as trustee of the Short Pump Town Center MortgageLoan, the 11 West 42nd Street Mortgage Loan, the Heritage Plaza Mortgage Loan,the 6330 West Loop South Mortgage Loan, the Harborside 2-3 Mortgage Loan, theMiracle Mile Shops Mortgage Loan, the 503-511 Broadway Mortgage Loan, the BrandonMall Mortgage Loan, the Back Bay Office Mortgage Loan, the Gateway Center SouthMortgage Loan and the Cipriani NYC Portfolio Mortgage Loan.  Pursuant tothe Pooling and Servicing Agreement, the pooling and servicing agreement forthe Benchmark 2023-V2 Transaction, the trust and servicing agreement for theMIRA 2023-MILE Transaction, the pooling and servicing agreement for the BANK52023-5YR2 Transaction, the pooling and servicing agreement for the Benchmark2023-B39 Transaction, the pooling and servicing agreement for the BMO 2023-5C1Transaction and the pooling and servicing agreement for the BBCMS 2023-C21Transaction, the trustee is required to provide an assessment of compliancewith applicable servicing criteria solely with respect to Item 1122(d)(2)(iii)of Regulation AB (regarding advances of funds or guarantees regardingcollections, cash flows or distributions, and any interest or other feescharged for such advances, are made, reviewed and approved as specified in thetransaction agreements). However, during the reporting period, the trustee didnot perform any servicing function with respect to the servicing criteriaspecified in Item 1122(d)(2)(iii) of Regulation AB.  The master serviceror the special servicer, to the extent required, performed the servicingfunction identified with respect to Item 1122(d)(2)(iii) of Regulation AB, andeach such party included Item 1122(d)(2)(iii) of Regulation AB in theassessment of compliance with applicable servicing criteria and accountant’sattestation report for the subject transaction.  As a result, this AnnualReport on Form 10-K does not include an assessment of compliance withapplicable servicing criteria of the trustee. One or more other servicers ofthe Short Pump Town Center Mortgage Loan, the 11 West 42nd Street MortgageLoan, the Heritage Plaza Mortgage Loan, the 6330 West Loop South Mortgage Loan,the Harborside 2-3 Mortgage Loan, the Miracle Mile Shops Mortgage Loan, the503-511 Broadway Mortgage Loan, the Brandon Mall Mortgage Loan, the Back BayOffice Mortgage Loan, the Gateway Center South Mortgage Loan and the CiprianiNYC Portfolio Mortgage Loan have delivered one or more assessments ofcompliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

Wilmington Trust, NationalAssociation acts as trustee of the Westfarms Mortgage Loan.  Pursuant tothe pooling and servicing agreement for the BMO 2023-5C2 Transaction, thetrustee is required to provide an assessment of compliance with applicableservicing criteria 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 Westfarms Mortgage Loan have deliveredone or more assessments of compliance with respect to Item 1122(d)(2)(iii) ofRegulation AB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Solutions, LLC.  Thisentity was engaged by the master servicer under the Pooling and ServicingAgreement and the primary servicer of the 503-511 Broadway Mortgage Loan andthe Brandon Mall Mortgage Loan to remit tax payments received from the escrowaccounts of borrowers to local taxing authorities, to report tax amounts due,to verify tax parcel information, and to verify non-escrow tax payments. Theseservicing functions are included within the servicing criteria set forth inItems 1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB.  Therefore,under the principles-based definition of “servicer” set forth in Item 1101(j)of Regulation AB that looks to the functions that an entity performs, thisvendor is a “servicer” for the purposes of Item 1122 of Regulation AB.  *See*Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements of the certificateadministrator of the Harborside 2-3 Mortgage Loan, the Miracle Mile ShopsMortgage Loan, the 503-511 Broadway Mortgage Loan, the Brandon Mall MortgageLoan, the Back Bay Office Mortgage Loan, the Gateway Center South MortgageLoan, the Cipriani NYC Portfolio Mortgage Loan and the Westfarms Mortgage Loanare omitted from this Annual Report on Form 10-K as the certificateadministrator pursuant to the related pooling and servicing agreement or trustand servicing agreement does not perform any activities that address servicingcriteria with respect to the issuing entity and because they are each not a“servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) ofRegulation AB.

With respect to the *pari passu*loan combinations that include the 503-511 Broadway Mortgage Loan, the BrandonMall Mortgage Loan and the Back Bay Office Mortgage Loan, (i) the reports onassessment of compliance with servicing criteria and attestation reports onassessment of compliance with servicing criteria of CWCapital Asset ManagementLLC as special servicer of the 503-511 Broadway Mortgage Loan and the BrandonMall Mortgage Loan and Situs Holdings, LLC as special servicer of the Back BayOffice Mortgage Loan, listed on the Exhibit Index are omitted from this AnnualReport on Form 10-K as they are not required to be included on this AnnualReport on Form 10-K per Instruction 3 to Item 1122 of Regulation AB becausethey are parties performing activities that address servicing criteria relatingto 5% or less of the assets of the issuing entity; and (ii) the servicercompliance statements of CWCapital Asset Management LLC as special servicer ofthe 503-511 Broadway Mortgage Loan and the Brandon Mall Mortgage Loan and SitusHoldings, LLC as special servicer of the Back Bay Office Mortgage Loan, listedon the Exhibit Index are omitted from this Annual Report on Form 10-K as theyare not required by Item 1123 of Regulation AB to be included on this AnnualReport on Form 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) ofRegulation 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, RelatedStockholder 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 Disclosures AboutMarket Risk.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**Item 9B.  Other Information.**

None.

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

None.

**PART III**

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

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

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

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

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

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

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

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

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

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties. 

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

The information regarding this Item has been previouslyprovided in the prospectus of the Registrant relating to the issuing entityfiled on September 21, 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 Zto 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 Harborside 2-3 Mortgage Loan,which is being serviced and administered pursuant to the pooling and servicingagreement for the Benchmark 2023-V2 Transaction, are attached hereto under Item15 to this Annual Report on Form 10-K. Attached as Exhibit O to the pooling andservicing agreement for the Benchmark 2023-V2 Transaction incorporated byreference as Exhibit 4.2 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for theBenchmark 2023-V2 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 Miracle Mile Shops Mortgage Loan,which is being serviced and administered pursuant to the trust and servicing agreementfor the MIRA 2023-MILE Transaction, are attached hereto under Item 15 to thisAnnual Report on Form 10-K. Attached as Exhibit L to the trust and servicingagreement for the MIRA 2023-MILE Transaction incorporated by reference asExhibit 4.3 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the MIRA 2023-MILETransaction 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 503-511 Broadway Mortgage Loanand the Brandon Mall Mortgage Loan, which are being serviced and administeredpursuant to the pooling and servicing agreement for the BANK5 2023-5YR2Transaction, are attached hereto under Item 15 to this Annual Report on Form10-K. Attached as Exhibit Z to the pooling and servicing agreement for theBANK5 2023-5YR2 Transaction incorporated by reference as Exhibit 4.4 to thisAnnual Report on Form 10-K is a chart identifying the entities participating ina servicing function for the BANK5 2023-5YR2 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 Back Bay Office Mortgage Loan,which is being serviced and administered pursuant to the pooling and servicingagreement for the Benchmark 2023-B39 Transaction, are attached hereto underItem 15 to this Annual Report on Form 10-K. Attached as Exhibit O to thepooling and servicing agreement for the Benchmark 2023-B39 Transaction incorporatedby reference as Exhibit 4.5 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for theBenchmark 2023-B39 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 Gateway Center South MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the BMO 2023-5C1 Transaction, are attached hereto underItem 15 to this Annual Report on Form 10-K. Attached as Exhibit O to thepooling and servicing agreement for the BMO 2023-5C1 Transaction incorporatedby reference as Exhibit 4.6 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the BMO2023-5C1 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 Cipriani NYC Portfolio MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the BBCMS 2023-C21 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to thepooling and servicing agreement for the BBCMS 2023-C21 Transaction incorporatedby reference as Exhibit 4.7 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the BBCMS2023-C21 Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Westfarms Mortgage Loan, which isbeing serviced and administered pursuant to the pooling and servicing agreementfor the BMO 2023-5C2 Transaction, are attached hereto under Item 15 to thisAnnual Report on Form 10-K. Attached as Exhibit O to the pooling and servicingagreement for the BMO 2023-5C2 Transaction incorporated by reference as Exhibit4.8 to this Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the BMO 2023-5C2 Transactionresponsible for each applicable servicing criteria set forth in Item 1122(d).

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

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

**PART IV**

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

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

(1) Not applicable

(2) Not applicable

(3) See below

 

4.1          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 4.1 to the registrant’s Current Report on Form 8-Kfiled on September 21, 2023 under Commission File No. 333-261279-04 andincorporated by reference herein).

4.2          Pooling and Servicing Agreement, dated as of May 1, 2023,among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer,3650 REIT Loan Servicing LLC, as a Special Servicer, BellOak, LLC, as OperatingAdvisor and Asset Representations Reviewer, and Computershare Trust Company,National Association, as Certificate Administrator and Trustee (filed asExhibit 4.5 to the registrant’s Current Report on Form 8-K filed on September21, 2023 under Commission File No. 333-261279-04 and incorporated by referenceherein).

4.3          Trust and Servicing Agreement, dated as of June 21, 2023,between GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services,a Division of PNC Bank, National Association, as Servicer, KeyBank NationalAssociation, as Special Servicer, Computershare Trust Company, NationalAssociation, as Trustee, Certificate Administrator and Custodian, and ParkBridge Lender Services LLC, as Operating Advisor (filed as Exhibit 4.3 to theregistrant’s Current Report on Form 8-K filed on September 21, 2023 underCommission File No. 333-261279-04 and incorporated by reference herein).

4.4          Pooling and Servicing Agreement, dated as of July 1,2023, between Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank,National Association, as Master Servicer, CWCapital Asset Management LLC, asSpecial Servicer, Computershare Trust Company, National Association, asCertificate Administrator and as Trustee, and Park Bridge Lender Services LLC,as Operating Advisor and as Asset Representations Reviewer (filed as Exhibit4.4 to the registrant’s Current Report on Form 8-K filed on September 21, 2023under Commission File No. 333-261279-04 and incorporated by reference herein).

4.5          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, as Back Bay Office Whole Loan Special Servicer, Park Bridge LenderServices LLC, as Operating Advisor and Asset Representations Reviewer, andComputershare Trust Company, National Association, as Certificate Administratorand Trustee (filed as Exhibit 4.6 to the registrant’s Current Report on Form8-K filed on September 21, 2023 under Commission File No. 333-261279-04 andincorporated by reference herein).

4.6          Pooling and Servicing Agreement, dated as of August 1,2023, among BMO Commercial Mortgage Securities LLC, as Depositor, KeyBankNational Association, as Master Servicer, 3650 REIT Loan Servicing LLC, asSpecial Servicer, Pentalpha Surveillance LLC, as Operating Advisor and as AssetRepresentations Reviewer, Computershare Trust Company, National Association, asCertificate Administrator, and Computershare Trust Company, NationalAssociation, as Trustee (filed as Exhibit 4.2 to the registrant’s CurrentReport on Form 8-K filed on September 21, 2023 under Commission File No.333-261279-04 and incorporated by reference herein).

4.7          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 October 6, 2023 under Commission File No. 333-261279-04 andincorporated by reference herein). 

4.8          Pooling and Servicing Agreement, dated as of November 1,2023, among BMO Commercial Mortgage Securities LLC, as Depositor, KeyBankNational Association, as Master Servicer, Greystone Servicing Company LLC, asSpecial Servicer, BellOak, LLC, as Operating Advisor and Asset RepresentationsReviewer, Computershare Trust Company, National Association, as CertificateAdministrator, and Wilmington Trust, National Association, as Trustee (filed asExhibit 4.1 to the registrant’s Current Report on Form 8-K filed on November 14,2023 under Commission File No. 333-261279-04 and incorporated by referenceherein).

4.9          Agreement Between Noteholders, dated as of July 6, 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 Initial NoteA-3 Holder, Bank of America, N.A, as Initial Note A-4 Holder, Goldman SachsBank USA, as Initial Note A-5 Holder,Goldman Sachs Bank USA, as Initial Note A-6 Holder, andGoldman Sachs Bank USA, as Initial Note A-7 Holder (filed as Exhibit 4.7 to theregistrant’s Current Report on Form 8-K filed on September 21, 2023 underCommission File No. 333-261279-04 and incorporated by reference herein).

4.10        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, asInitial Note A-2-3 Holder, UBS AG, New York Branch, as Initial Note A-2-4Holder, UBS AG, New York Branch, as Initial Note A-2-5 Holder, UBS AG, New YorkBranch, as Initial Note A-2-6 Holder, UBS AG, New York Branch, as Initial NoteA-2-7 Holder, UBS AG, New York Branch, as Initial Note A-2-8 Holder, UBS AG,New York Branch, as Initial Note A-2-9 Holder, UBS AG, New York Branch, asInitial Note A-2-10 Holder, UBS AG, New York Branch, as Initial Note A-2-11Holder, LMF Commercial, LLC, as Initial Note A-3-1 Holder, LMF Commercial, LLC,as Initial Note A-3-2 Holder, LMF Commercial, LLC, as Initial Note A-3-3Holder, LMF Commercial, LLC, as Initial Note A-3-4 Holder, LMF Commercial, LLC,as Initial Note A-3-5 Holder, LMF Commercial, LLC, as Initial Note A-3-6Holder, LMF Commercial, LLC, as Initial Note A-3-7 Holder, and LMF Commercial,LLC, as Initial Note A-3-8 Holder (filed as Exhibit 4.8 to the registrant’sCurrent Report on Form 8-K filed on September 21, 2023 under Commission FileNo. 333-261279-04 and incorporated by reference herein).

4.11        Co-Lender Agreement, dated as of July 12, 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, DBR Investments Co. Limited, as Note A-6 Holder, Wells FargoBank, National Association, as Note A-7 Holder, and Wells Fargo Bank, NationalAssociation, as Note A-8 Holder (filed as Exhibit 4.9 to the registrant’sCurrent Report on Form 8-K filed on September 21, 2023 under Commission FileNo. 333-261279-04 and incorporated by reference herein).

4.12        Co-Lender Agreement, dated as of September 21, 2023, byand among Goldman Sachs Bank USA, as Initial Note A-1 Holder, Wells Fargo Bank,National Association, as Initial Note A-2-1 Holder, Wells Fargo Bank, NationalAssociation, as Initial Note A-2-2 Holder, Wells Fargo Bank, NationalAssociation, as Initial Note A-2-3 Holder,Goldman Sachs Bank USA, as Initial Note A-3 Holder,Goldman Sachs Bank USA, as Initial Note A-4 Holder, Goldman Sachs Bank USA, asInitial Note A-5 Holder, Goldman Sachs Bank USA, as Initial Note A-6 Holder,and Goldman Sachs Bank USA, as Initial Note A-7 Holder (filed as Exhibit 4.10 tothe registrant’s Current Report on Form 8-K filed on September 21, 2023 underCommission File No. 333-261279-04 and incorporated by reference herein).

4.13        Co-Lender Agreement, dated as of June 21, 2023, by andamong Goldman Sachs Bank USA, as Initial Note A-1-S1 Holder, Goldman Sachs BankUSA, as Initial Note A-1-C1 Holder, Goldman Sachs Bank USA, as Initial NoteA-1-C2 Holder, Morgan Stanley Bank, N.A., as Initial Note A-2-S1 Holder, Bankof America, N.A., as Initial Note A-3-C1 Holder, Bank of America, N.A., asInitial Note A-3-C2 Holder, and Bank of America, N.A., as Initial Note A-3-C3Holder (filed as Exhibit 4.11 to the registrant’s Current Report on Form 8-Kfiled on September 21, 2023 under Commission File No. 333-261279-04 andincorporated by reference herein).

4.14        Agreement Between Note Holders, dated as of May 25, 2023,by and between Morgan Stanley Bank, N.A., as Initial Note A-1 Holder, MorganStanley Bank, N.A., as Initial Note A-2-1 Holder, Morgan Stanley Bank, N.A., asInitial Note A-2-2 Holder, Morgan Stanley Bank, N.A., as Initial Note A-4Holder, Bank of Montreal, as Initial Note A-3-1 Holder, Bank of Montreal, asInitial Note A-3-2 Holder, Goldman Sachs Bank USA, as Initial Note A-5 Holder,Goldman Sachs Bank USA, as Initial Note A-6 Holder, and Morgan Stanley MortgageCapital Holdings LLC, as Initial Agent (filed as Exhibit 4.12 to theregistrant’s Current Report on Form 8-K filed on September 21, 2023 underCommission File No. 333-261279-04 and incorporated 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 21, 2023 under Commission FileNo. 333-261279-04 and incorporated by reference herein).

4.16        Agreement Between Note Holders, dated as of July 11,2023, by and between Morgan Stanley Bank, N.A., as Initial Note A-1 Holder,Morgan Stanley Bank, N.A., as Initial Note A-2-1 Holder, Morgan Stanley Bank,N.A., as Initial Note A-2-2 Holder, and Morgan Stanley Mortgage CapitalHoldings LLC, as Initial Agent (filed as Exhibit 4.14 to the registrant’sCurrent Report on Form 8-K filed on September 21, 2023 under Commission FileNo. 333-261279-04 and incorporated by reference herein).

4.17        Amended and Restated Co-Lender Agreement, dated as ofAugust 1, 2023, by and between Computershare Trust Company, NationalAssociation, as Trustee, for the benefit of the Holders of Benchmark 2023-V2Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2023-V2,as Note A-1 Holder, Computershare Trust Company, National Association, asTrustee, for the benefit of the Holders of Benchmark 2023-V2 Mortgage Trust,Commercial Mortgage Pass-Through Certificates, Series 2023-V2, as Note A-7Holder, Citi Real Estate Funding Inc., as Note A-2-1-A Holder, Citi Real EstateFunding Inc., as Note A-2-1-B Holder, Citi Real Estate Funding Inc., as NoteA-4-1 Holder, Citi Real Estate Funding Inc., as Note A-4-2 Holder,Computershare Trust Company, National Association, as Trustee, for the benefitof the Holders of BMO 2023-C5 Mortgage Trust, Commercial Mortgage Pass-ThroughCertificates, Series 2023-C5, as Note A-2-2 Holder, Computershare TrustCompany, National Association, as Trustee, for the benefit of the Holders ofBMO 2023-C5 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,Series 2023-C5, as Note A-6-1 Holder, Computershare Trust Company, NationalAssociation, as Trustee, for the benefit of the Holders of Benchmark 2023-B39Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2023-B39,as Note A-3 Holder, Bank of Montreal, as Note A-5-1 Holder, Bank of Montreal,as Note A-5-2 Holder, Bank of Montreal, as Note A-6-2 Holder, Bank of Montreal,as Note A-8 Holder, and Bank of Montreal, as Note A-9 Holder (filed as Exhibit4.15 to the registrant’s Current Report on Form 8-K filed on September 21, 2023under Commission File No. 333-261279-04 and incorporated by reference herein).

4.18        Agreement Between Note Holders, dated as of May 24, 2023,by and between Wells Fargo Bank, National Association, as Initial Note A-1 Holder,and Wells Fargo Bank, National Association, as Initial Note A-2 Holder (filedas Exhibit 4.16 to the registrant’s Current Report on Form 8-K filed onSeptember 21, 2023 under Commission File No. 333-261279-04 and incorporated byreference herein).

4.19        Agreement Between Note Holders, dated as of June 14, 2023by and between Bank of America, N.A., as Initial Note A-1 Holder, Bank ofAmerica, N.A., as Initial Note A-2 Holder, and Bank of America, N.A., asInitial Note A-3 Holder (filed as Exhibit 4.17 to the registrant’s CurrentReport on Form 8-K filed on September 21, 2023 under Commission File No. 333-261279-04and incorporated by reference herein).

4.20        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,Deutsche Bank AG, New York Branch, as Initial Note A-5-2 Holder, ComputershareTrust Company, National Association, not in its individual capacity but solelyas Trustee for the benefit of the Holders of BANK5 2023-5YR2, CommercialMortgage Pass-Through Certificates, Series 2023-5YR2, and the related VRRInterest Owners, as Initial Note A-6 Holder, Wells Fargo Bank, NationalAssociation, as Initial Note A-7-A Holder, Wells Fargo Bank, NationalAssociation, as Initial Note A-7-B Holder, Computershare Trust Company, NationalAssociation, not in its individual capacity but solely as Trustee for thebenefit of the Holders of Benchmark 2023-B39 Mortgage Trust, CommercialMortgage Pass-Through Certificates, Series 2023-B39, and any relatedUncertificated VRR Interest Owner, as Initial Note A-8-1 Holder, Goldman SachsBank USA, as Initial Note A-8-2-A Holder, Goldman Sachs Bank USA, as InitialNote A-8-2-B Holder, Goldman Sachs Bank USA, as Initial Note A-8-3 Holder, SMFinance (GoReLux) LLC, as Initial Note B-1 Holder, and SM Finance (GoReLux)LLC, as Initial Note B-2 Holder (filed as Exhibit 4.18 to the registrant’sCurrent Report on Form 8-K filed on September 21, 2023 under Commission FileNo. 333-261279-04 and incorporated by reference herein).

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

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

33.1        Wells Fargo Bank, National Association, as MasterServicer

33.2        Greystone Servicing Company LLC, as Special Servicer

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

33.4        Computershare Trust Company, National Association,as Custodian

33.5        Pentalpha Surveillance LLC, as Operating Advisor

33.6        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

33.7        Wells Fargo Bank, National Association, as PrimaryServicer of the Short Pump Town Center Mortgage Loan (see Exhibit 33.1)

33.8        Greystone Servicing Company LLC, as SpecialServicer of the Short Pump Town Center Mortgage Loan (see Exhibit 33.2)

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

33.10      Computershare Trust Company, National Association,as Custodian of the Short Pump Town Center Mortgage Loan (see Exhibit 33.4)

33.11      Pentalpha Surveillance LLC, as Operating Advisor ofthe Short Pump Town Center Mortgage Loan (see Exhibit 33.5)

33.12      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Short Pump Town Center Mortgage Loan (see Exhibit 33.6)

33.13      Wells Fargo Bank, National Association, as PrimaryServicer of the 11 West 42nd Street Mortgage Loan (see Exhibit 33.1)

33.14      Greystone Servicing Company LLC, as SpecialServicer of the 11 West 42nd Street Mortgage Loan (see Exhibit 33.2)

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

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

33.17      Pentalpha Surveillance LLC, as Operating Advisor ofthe 11 West 42nd Street Mortgage Loan (see Exhibit 33.5)

33.18      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 11 West 42nd Street Mortgage Loan (see Exhibit 33.6)

33.19      Wells Fargo Bank, National Association, as PrimaryServicer of the Heritage Plaza Mortgage Loan (see Exhibit 33.1)

33.20      Greystone Servicing Company LLC, as SpecialServicer of the Heritage Plaza Mortgage Loan (see Exhibit 33.2)

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

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

33.23      Pentalpha Surveillance LLC, as Operating Advisor ofthe Heritage Plaza Mortgage Loan (see Exhibit 33.5)

33.24      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Heritage Plaza Mortgage Loan (see Exhibit 33.6)

33.25      Wells Fargo Bank, National Association, as PrimaryServicer of the 6330 West Loop South Mortgage Loan (see Exhibit 33.1)

33.26      Greystone Servicing Company LLC, as SpecialServicer of the 6330 West Loop South Mortgage Loan (see Exhibit 33.2)

33.27      Computershare Trust Company, National Association, as Trustee of the 6330 WestLoop South Mortgage Loan (Omitted. See Explanatory Notes.) 

33.28      Computershare Trust Company, National Association,as Custodian of the 6330 West Loop South Mortgage Loan (see Exhibit 33.4)

33.29      Pentalpha Surveillance LLC, as Operating Advisor ofthe 6330 West Loop South Mortgage Loan (see Exhibit 33.5)

33.30      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 6330 West Loop South Mortgage Loan (see Exhibit 33.6)

33.31      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Harborside 2-3 Mortgage Loan

33.32      3650 REIT Loan Servicing LLC, as Special Servicerof the Harborside 2-3 Mortgage Loan

33.33      Computershare Trust Company, National Association, as Trustee of the Harborside2-3 Mortgage Loan (Omitted. See Explanatory Notes.)

33.34      Computershare Trust Company, National Association,as Custodian of the Harborside 2-3 Mortgage Loan (see Exhibit 33.4)

33.35      BellOak, LLC, as Operating Advisor of theHarborside 2-3 Mortgage Loan

33.36      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Miracle Mile Shops MortgageLoan (see Exhibit 33.31)

33.37      KeyBank National Association, as Special Servicerof the Miracle Mile Shops Mortgage Loan

33.38      Computershare Trust Company, National Association, as Trustee of the MiracleMile Shops Mortgage Loan (Omitted. See Explanatory Notes.)

33.39      Computershare Trust Company, National Association,as Custodian of the Miracle Mile Shops Mortgage Loan (see Exhibit 33.4)

33.40      Park Bridge Lender Services LLC, as OperatingAdvisor of the Miracle Mile Shops Mortgage Loan

33.41      Wells Fargo Bank, National Association, as PrimaryServicer of the 503-511 Broadway Mortgage Loan (see Exhibit 33.1)

33.42      CWCapital Asset Management LLC, as Special Servicer of the 503-511 BroadwayMortgage Loan (Omitted. See Explanatory Notes.)

33.43      Computershare Trust Company, National Association, as Trustee of the 503-511Broadway Mortgage Loan (Omitted. See Explanatory Notes.)

33.44      Computershare Trust Company, National Association,as Custodian of the 503-511 Broadway Mortgage Loan (see Exhibit 33.4)

33.45      Park Bridge Lender Services LLC, as OperatingAdvisor of the 503-511 Broadway Mortgage Loan (see Exhibit 33.40)

33.46      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 503-511 Broadway Mortgage Loan (see Exhibit 33.6)

33.47      Wells Fargo Bank, National Association, as PrimaryServicer of the Brandon Mall Mortgage Loan (see Exhibit 33.1)

33.48      CWCapital Asset Management LLC, as Special Servicer of the Brandon MallMortgage Loan (Omitted. See Explanatory Notes.)

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

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

33.51      Park Bridge Lender Services LLC, as OperatingAdvisor of the Brandon Mall Mortgage Loan (see Exhibit 33.40)

33.52      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Brandon Mall Mortgage Loan (see Exhibit 33.6)

33.53      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Back Bay Office Mortgage Loan(see Exhibit 33.31)

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

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

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

33.57      Park Bridge Lender Services LLC, as OperatingAdvisor of the Back Bay Office Mortgage Loan (see Exhibit 33.40)

33.58      KeyBank National Association, as Primary Servicerof the Gateway Center South Mortgage Loan (see Exhibit 33.37)

33.59      3650 REIT Loan Servicing LLC, as Special Servicerof the Gateway Center South Mortgage Loan (see Exhibit 33.32)

33.60      Computershare Trust Company, National Association, as Trustee of the GatewayCenter South Mortgage Loan (Omitted. See Explanatory Notes.)

33.61      Computershare Trust Company, National Association,as Custodian of the Gateway Center South Mortgage Loan (see Exhibit 33.4)

33.62      Pentalpha Surveillance LLC, as Operating Advisor ofthe Gateway Center South Mortgage Loan (see Exhibit 33.5)

33.63      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Cipriani NYC PortfolioMortgage Loan (see Exhibit 33.31)

33.64      3650 REIT Loan Servicing LLC, as Special Servicerof the Cipriani NYC Portfolio Mortgage Loan (see Exhibit 33.32)

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

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

33.67      BellOak, LLC, as Operating Advisor of the CiprianiNYC Portfolio Mortgage Loan (see Exhibit 33.35)

33.68      KeyBank National Association, as Primary Servicerof the Westfarms Mortgage Loan (see Exhibit 33.37)

33.69      Greystone Servicing Company LLC, as SpecialServicer of the Westfarms Mortgage Loan (see Exhibit 33.2)

33.70      Wilmington Trust, National Association, as Trustee of the Westfarms MortgageLoan (Omitted. See Explanatory Notes.)

33.71      Computershare Trust Company, National Association,as Custodian of the Westfarms Mortgage Loan (see Exhibit 33.4)

33.72      BellOak, LLC, as Operating Advisor of theWestfarms Mortgage Loan (see Exhibit 33.35)

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

34.1        Wells Fargo Bank, National Association, as MasterServicer

34.2        Greystone Servicing Company LLC, as SpecialServicer

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

34.4        Computershare Trust Company, National Association,as Custodian

34.5        Pentalpha Surveillance LLC, as Operating Advisor

34.6        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

34.7        Wells Fargo Bank, National Association, as PrimaryServicer of the Short Pump Town Center Mortgage Loan (see Exhibit 34.1)

34.8        Greystone Servicing Company LLC, as SpecialServicer of the Short Pump Town Center Mortgage Loan (see Exhibit 34.2)

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

34.10      Computershare Trust Company, National Association,as Custodian of the Short Pump Town Center Mortgage Loan (see Exhibit 34.4)

34.11      Pentalpha Surveillance LLC, as Operating Advisor ofthe Short Pump Town Center Mortgage Loan (see Exhibit 34.5)

34.12      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Short Pump Town Center Mortgage Loan (see Exhibit 34.6)

34.13      Wells Fargo Bank, National Association, as PrimaryServicer of the 11 West 42nd Street Mortgage Loan (see Exhibit 34.1)

34.14      Greystone Servicing Company LLC, as SpecialServicer of the 11 West 42nd Street Mortgage Loan (see Exhibit 34.2)

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

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

34.17      Pentalpha Surveillance LLC, as Operating Advisor ofthe 11 West 42nd Street Mortgage Loan (see Exhibit 34.5)

34.18      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 11 West 42nd Street Mortgage Loan (see Exhibit 34.6)

34.19      Wells Fargo Bank, National Association, as PrimaryServicer of the Heritage Plaza Mortgage Loan (see Exhibit 34.1)

34.20      Greystone Servicing Company LLC, as SpecialServicer of the Heritage Plaza Mortgage Loan (see Exhibit 34.2)

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

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

34.23      Pentalpha Surveillance LLC, as Operating Advisor ofthe Heritage Plaza Mortgage Loan (see Exhibit 34.5)

34.24      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Heritage Plaza Mortgage Loan (see Exhibit 34.6)

34.25      Wells Fargo Bank, National Association, as PrimaryServicer of the 6330 West Loop South Mortgage Loan (see Exhibit 34.1)

34.26      Greystone Servicing Company LLC, as SpecialServicer of the 6330 West Loop South Mortgage Loan (see Exhibit 34.2)

34.27      Computershare Trust Company, National Association, as Trustee of the 6330 WestLoop South Mortgage Loan (Omitted. See Explanatory Notes.) 

34.28      Computershare Trust Company, National Association,as Custodian of the 6330 West Loop South Mortgage Loan (see Exhibit 34.4)

34.29      Pentalpha Surveillance LLC, as Operating Advisor ofthe 6330 West Loop South Mortgage Loan (see Exhibit 34.5)

34.30      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 6330 West Loop South Mortgage Loan (see Exhibit 34.6)

34.31      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Harborside 2-3 Mortgage Loan

34.32      3650 REIT Loan Servicing LLC, as Special Servicerof the Harborside 2-3 Mortgage Loan

34.33      Computershare Trust Company, National Association, as Trustee of the Harborside2-3 Mortgage Loan (Omitted. See Explanatory Notes.)

34.34      Computershare Trust Company, National Association,as Custodian of the Harborside 2-3 Mortgage Loan (see Exhibit 34.4)

34.35      BellOak, LLC, as Operating Advisor of theHarborside 2-3 Mortgage Loan

34.36      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Miracle Mile Shops MortgageLoan (see Exhibit 34.31)

34.37      KeyBank National Association, as Special Servicerof the Miracle Mile Shops Mortgage Loan

34.38      Computershare Trust Company, National Association, as Trustee of the MiracleMile Shops Mortgage Loan (Omitted. See Explanatory Notes.)

34.39      Computershare Trust Company, National Association,as Custodian of the Miracle Mile Shops Mortgage Loan (see Exhibit 34.4)

34.40      Park Bridge Lender Services LLC, as OperatingAdvisor of the Miracle Mile Shops Mortgage Loan

34.41      Wells Fargo Bank, National Association, as PrimaryServicer of the 503-511 Broadway Mortgage Loan (see Exhibit 34.1)

34.42      CWCapital Asset Management LLC, as Special Servicer of the 503-511 BroadwayMortgage Loan (Omitted. See Explanatory Notes.)

34.43      Computershare Trust Company, National Association, as Trustee of the 503-511Broadway Mortgage Loan (Omitted. See Explanatory Notes.)

34.44      Computershare Trust Company, National Association,as Custodian of the 503-511 Broadway Mortgage Loan (see Exhibit 34.4)

34.45      Park Bridge Lender Services LLC, as OperatingAdvisor of the 503-511 Broadway Mortgage Loan (see Exhibit 34.40)

34.46      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 503-511 Broadway Mortgage Loan (see Exhibit 34.6)

34.47      Wells Fargo Bank, National Association, as PrimaryServicer of the Brandon Mall Mortgage Loan (see Exhibit 34.1)

34.48      CWCapital Asset Management LLC, as Special Servicer of the Brandon MallMortgage Loan (Omitted. See Explanatory Notes.)

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

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

34.51      Park Bridge Lender Services LLC, as OperatingAdvisor of the Brandon Mall Mortgage Loan (see Exhibit 34.40)

34.52      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Brandon Mall Mortgage Loan (see Exhibit 34.6)

34.53      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Back Bay Office Mortgage Loan(see Exhibit 34.31)

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

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

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

34.57      Park Bridge Lender Services LLC, as OperatingAdvisor of the Back Bay Office Mortgage Loan (see Exhibit 34.40)

34.58      KeyBank National Association, as Primary Servicerof the Gateway Center South Mortgage Loan (see Exhibit 34.37)

34.59      3650 REIT Loan Servicing LLC, as Special Servicerof the Gateway Center South Mortgage Loan (see Exhibit 34.32)

34.60      Computershare Trust Company, National Association, as Trustee of the GatewayCenter South Mortgage Loan (Omitted. See Explanatory Notes.)

34.61      Computershare Trust Company, National Association,as Custodian of the Gateway Center South Mortgage Loan (see Exhibit 34.4)

34.62      Pentalpha Surveillance LLC, as Operating Advisor ofthe Gateway Center South Mortgage Loan (see Exhibit 34.5)

34.63      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Cipriani NYC PortfolioMortgage Loan (see Exhibit 34.31)

34.64      3650 REIT Loan Servicing LLC, as Special Servicerof the Cipriani NYC Portfolio Mortgage Loan (see Exhibit 34.32)

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

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

34.67      BellOak, LLC, as Operating Advisor of the CiprianiNYC Portfolio Mortgage Loan (see Exhibit 34.35)

34.68      KeyBank National Association, as Primary Servicerof the Westfarms Mortgage Loan (see Exhibit 34.37)

34.69      Greystone Servicing Company LLC, as SpecialServicer of the Westfarms Mortgage Loan (see Exhibit 34.2)

34.70      Wilmington Trust, National Association, as Trustee of the Westfarms MortgageLoan (Omitted. See Explanatory Notes.)

34.71      Computershare Trust Company, National Association,as Custodian of the Westfarms Mortgage Loan (see Exhibit 34.4)

34.72      BellOak, LLC, as Operating Advisor of theWestfarms Mortgage Loan (see Exhibit 34.35)

35           Servicer compliance statements.

35.1        Wells Fargo Bank, National Association, as MasterServicer

35.2        Greystone Servicing Company LLC, as SpecialServicer

35.3        Computershare Trust Company, National Association,as Certificate Administrator

35.4        Wells Fargo Bank, National Association, as PrimaryServicer of the Short Pump Town Center Mortgage Loan (see Exhibit 35.1)

35.5        Greystone Servicing Company LLC, as SpecialServicer of the Short Pump Town Center Mortgage Loan (see Exhibit 35.2)

35.6        Wells Fargo Bank, National Association, as PrimaryServicer of the 11 West 42nd Street Mortgage Loan (see Exhibit 35.1)

35.7        Greystone Servicing Company LLC, as Special Servicerof the 11 West 42nd Street Mortgage Loan (see Exhibit 35.2)

35.8        Wells Fargo Bank, National Association, as PrimaryServicer of the Heritage Plaza Mortgage Loan (see Exhibit 35.1)

35.9        Greystone Servicing Company LLC, as SpecialServicer of the Heritage Plaza Mortgage Loan (see Exhibit 35.2)

35.10      Wells Fargo Bank, National Association, as PrimaryServicer of the 6330 West Loop South Mortgage Loan (see Exhibit 35.1)

35.11      Greystone Servicing Company LLC, as SpecialServicer of the 6330 West Loop South Mortgage Loan (see Exhibit 35.2)

35.12      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Harborside 2-3 Mortgage Loan

35.13      3650 REIT Loan Servicing LLC, as Special Servicerof the Harborside 2-3 Mortgage Loan

35.14      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Miracle Mile Shops MortgageLoan (see Exhibit 35.12)

35.15      KeyBank National Association, as Special Servicerof the Miracle Mile Shops Mortgage Loan

35.16      Wells Fargo Bank, National Association, as PrimaryServicer of the 503-511 Broadway Mortgage Loan (see Exhibit 35.1)

35.17      CWCapital Asset Management LLC, as Special Servicer of the 503-511 BroadwayMortgage Loan (Omitted. See Explanatory Notes.)

35.18      Wells Fargo Bank, National Association, as PrimaryServicer of the Brandon Mall Mortgage Loan (see Exhibit 35.1)

35.19      CWCapital Asset Management LLC, as Special Servicer of the Brandon MallMortgage Loan (Omitted. See Explanatory Notes.)

35.20      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Back Bay Office Mortgage Loan(see Exhibit 35.12)

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

35.22      KeyBank National Association, as Primary Servicerof the Gateway Center South Mortgage Loan (see Exhibit 35.15)

35.23      3650 REIT Loan Servicing LLC, as Special Servicerof the Gateway Center South Mortgage Loan (see Exhibit 35.13)

35.24      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Cipriani NYC PortfolioMortgage Loan (see Exhibit 35.12)

35.25      3650 REIT Loan Servicing LLC, as Special Servicerof the Cipriani NYC Portfolio Mortgage Loan (see Exhibit 35.13)

35.26      KeyBank National Association, as Primary Servicerof the Westfarms Mortgage Loan (see Exhibit 35.15)

35.27       Greystone Servicing Company LLC, as Special Servicerof the Westfarms Mortgage Loan (see Exhibit 35.2)

99.1        Mortgage Loan Purchase Agreement, dated as of September19, 2023, between Bank of America, National Association and Banc of AmericaMerrill Lynch Commercial Mortgage Inc. (filed as Exhibit 99.1 to theregistrant’s Current Report on Form 8-K filed on September 21, 2023 underCommission File No. 333-261279-04 and incorporated by reference herein).

99.2        Mortgage Loan Purchase Agreement, dated as of September19, 2023, between Morgan Stanley Mortgage Capital Holdings LLC and Banc ofAmerica Merrill Lynch Commercial Mortgage Inc. (filed as Exhibit 99.2 to theregistrant’s Current Report on Form 8-K filed on September 21, 2023 underCommission File No. 333-261279-04 and incorporated by reference herein).

99.3        Mortgage Loan Purchase Agreement, dated of September 19,2023, between Wells Fargo Bank, National Association and Banc of AmericaMerrill Lynch Commercial Mortgage Inc. (filed as Exhibit 99.3 to theregistrant’s Current Report on Form 8-K filed on September 21, 2023 underCommission File No. 333-261279-04 and incorporated by reference herein).

99.4        Mortgage Loan Purchase Agreement, dated as of September19, 2023, between Citi Real Estate Funding Inc. and Banc of America MerrillLynch Commercial Mortgage Inc. (filed as Exhibit 99.4 to the registrant’sCurrent Report on Form 8-K filed on September 21, 2023 under Commission FileNo. 333-261279-04 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.

Banc of America Merrill LynchCommercial Mortgage Inc.(Depositor)

/s/ LelandF. Bunch, III

Leland F.Bunch, III, President and Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 11, 2024