**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

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

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

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

**For the transition period from _____ to_____** 

 

 

**Commission file number of issuing entity:****333-255934-09**

 

**Central Index Key Number of the issuing entity:****0001995500**

 

**BMO 2023-C7 Mortgage Trust**

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

 

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

 

**BMO Commercial Mortgage Securities LLC**

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

 

**Central Index Key Number of thesponsor:0000927971**

 

**Bank of Montreal**

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

 

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

 

**Citi Real Estate Funding Inc.**

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

 

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

 

**UBS AG**

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

 

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

 

**Starwood Mortgage Capital LLC**

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

** **

**Central Index Key Number of the sponsor:****0001942310**

 

**RRECM Capital II, LLC**

**(formerly known as Sabal Capital II, LLC)**

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

 

**Central Index Key Number of the sponsor:****0001931347**

 

**Greystone Commercial Mortgage Capital LLC**

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

 

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

 

**KeyBank National Association**

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

 

 

| **New York  (State or other jurisdiction of incorporation or organization)** | **38-4297070**

**38-4297071**

**38-7292560**

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

 

 ** **

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

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(667) 786‐1992**

 

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

 

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

 

 

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

 

  NONE.

 

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

 

  Yes ___ No X

 

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

 

  Yes ___ No X

 

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

 

  Yes X No ___

 

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

 

  Not applicable.

 

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

 

Large accelerated filer ___Accelerated filer ___Non-accelerated filer XSmaller reporting company ___

 

Emerging growthcompany ___

 

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

 

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

 

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

 

Indicate by check mark whether any of those error corrections arerestatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevantrecovery period pursuant to §240.10D-1(b). ___

 

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

 

  Yes ___ No X

 

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

 

  Not applicable.

 

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

 

  Not applicable.

 

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

 

  Not applicable.

  

 **DOCUMENTS INCORPORATED BY REFERENCE**

 

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

 

  Not applicable.

 

**EXPLANATORY NOTES**

** **

** **1. The RTL Retail Portfolio mortgage loan, which represented approximately 4.9% ofthe initial pool balance of the issuing entity, is part of a whole loancomprised of the subject mortgage loan included in the issuing entity and oneor more companion loan(s) that are held outside the issuing entity. The KnollRidge Apartments mortgage loan, which represented approximately 2.4% of theinitial pool balance of the issuing entity, is part of a whole loan comprisedof the subject mortgage loan included in the issuing entity and one or morecompanion loan(s) that are held outside the issuing entity. The RegencyRetail Portfolio mortgage loan, which represented approximately 1.8% of theinitial pool balance of the issuing entity, is part of a whole loan comprisedof the subject mortgage loan included in the issuing entity and one or morecompanion loan(s) that are held outside the issuing entity. The RTL RetailPortfolio mortgage loan, Knoll Ridge Apartments mortgage loan and the RegencyRetail Portfolio mortgage loan and each of the related companion loan(s) areserviced pursuant to the BBCMS 2023-C22 PSA (as defined in Item 15 below). 

 

2.  The 11 West 42nd Street mortgage loan, which representedapproximately 3.6% of the initial pool balance of the issuing entity, is partof a whole loan comprised of the subject mortgage loan included in the issuingentity and one or more companion loan(s) that are held outside the issuingentity. The 11 West 42nd Street mortgage loan and each of the relatedcompanion loan(s) are serviced pursuant to the BANK5 2023-5YR3 PSA (as definedin Item 15 below)

 

** **3. The Arundel Mills and Marketplace mortgage loan, which representedapproximately 8.1% of the initial pool balance of the issuing entity, is partof a whole loan comprised of the subject mortgage loan included in the issuingentity and one or more companion loan(s) that are held outside the issuingentity. The 60 Hudson mortgage loan, which represented approximately 2.7% ofthe initial pool balance of the issuing entity, is part of a whole loancomprised of the subject mortgage loan included in the issuing entity and oneor more companion loan(s) that are held outside the issuing entity. TheArundel Mills and Marketplace mortgage loan and the 60 Hudson mortgage loan andeach of the related companion loan(s) are serviced pursuant to the MWSF 2023-2 PSA (as definedin Item 15 below). 

 

4.  The Bala Plaza Portfolio mortgage loan, which representedapproximately 5.4% of the initial pool balance of the issuing entity, is partof a whole loan comprised of the subject mortgage loan included in the issuingentity and one or more companion loan(s) that are held outside the issuingentity. The 645 North Michigan Avenue mortgage loan, which represented approximately2.3% of the initial pool balance of the issuing entity, is part of a whole loancomprised of the subject mortgage loan included in the issuing entity and oneor more companion loan(s) that are held outside the issuing entity. TheBala Plaza Portfolio mortgage loan and the 645 NorthMichigan Avenue mortgage loan and each of the related companion loan(s) areserviced pursuant to the Benchmark2023-B40 PSA (as defined in Item 15 below).

 

5.   This annual report on Form10-K does not include the reports on assessment of compliance with servicingcriteria and attestation reports on assessment of compliance with servicingcriteria of Computershare Trust Company, National Association as certificateadministrator under the BBCMS 2023-C22 PSA, the BANK5 2023-5YR3PSA, the MWSF 2023-2 PSA and the Benchmark 2023-B40 PSA, because the certificate administrator under each such pooling andservicing agreement or trust and servicing agreement, asapplicable, does not perform any activities that address the servicingcriteria specified in Item 1122(d) of Regulation AB with respect to the issuingentity. 

 

6.  This report on Form 10-K does not include the servicercompliance statement of Rialto Capital Advisors, LLC,as special servicer for the RTL Retail Portfolio mortgage loan, the Knoll RidgeApartments mortgage loan, and the Regency Retail Portfolio mortgage loan underthe BBCMS 2023-C22 PSA, because Rialto Capital Advisors, LLC is an unaffiliatedparty that services less than 10% of the pool assets of the issuing entity, andtherefore is not a servicer that meets the criteria in Item 1108(a)(2)(i)through (iii) of Regulation AB.  This annual report on Form 10-K does notinclude the servicer compliance statements of (i) Computershare Trust Company,National Association as certificate administrator under the BBCMS 2023-C22 PSA, the BANK52023-5YR3 PSA, the MWSF 2023-2 PSA and the Benchmark 2023-B40 PSA, because the certificate administrator under each suchpooling and servicing agreement or trust and servicing agreement, asapplicable, is not a servicer that meets the criteria in Item 1108(a)(2)(i)through (iii) of Regulation AB with respect to the issuing entity.

 

| **PART I**

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

Omitted. |
| **Item 2.**        | **Properties.** |
|                    | Omitted. |
| **Item 3.**        | **Legal Proceedings.** |
|                    | Omitted. |
| **Item 4.**        | **Mine Safety Disclosures.**

Not applicable. |
|                    |   |   |

 

| **PART II**

  |
|--------------------------|
| **Item 5.**         | **Market for Registrant's  Common Equity, Related Stockholder Matters and Issuer Purchases of Equity  Securities.** |
|                     | Omitted. |
| **Item 6.**         | **Selected Financial Data.** |
|                     | Omitted. |
| **Item 7.**         | **Management's Discussion  and Analysis of Financial Condition and Results of Operations.** |
|                     | Omitted. |
| **Item 7A.**        | **Quantitative and  Qualitative Disclosures About Market Risk.** |
|                     | Omitted. |
| **Item 8.**         | **Financial Statements and  Supplementary Data.** |
|                     | Omitted. |
| **Item 9.**         | **Changes in and Disagreements  With Accountants on Accounting and Financial Disclosure.** |
|                     | Omitted. |
| **Item 9A.**        | **Controls and Procedures.** |
|                     | Omitted. |
| **Item 9B.**        | **Other Information.** |
|                     | None. |
| **Item 9C.**        | **Disclosure regarding Foreign  Jurisdictions that Prevent Inspections.** |
|                     | Not applicable. |
|                     |   |   |

 

| **PART III**

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

 

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATIONAB**

 

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

 

With respect to the pool assets for BMO 2023-C7 Mortgage Trust,there are no significant obligors within the meaning of Item 1101(k) ofRegulation AB.

 

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

 

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

 

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

 

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

 

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

 

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

** **

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

 

Provided previously in the prospectus of the Registrant relatingto the issuing entity and filed on December 4, 2023 pursuant to Rule 424(b)(2)of the Securities Act of 1933, as amended.

 

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

 

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

 

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

 

The servicer compliance statements are attached hereto under Item15.

 

**PART IV**

 

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

 

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

 

(1) Not Applicable

 

(2) Not Applicable

 

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

 

 

(4.1)Poolingand Servicing Agreement, dated as of December 1, 2023, by and among BMOCommercial Mortgage Securities LLC, as depositor, Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer, KeyBankNational Association, as special servicer, Pentalpha Surveillance LLC, asoperating advisor and as asset representations reviewer, and ComputershareTrust Company, National Association, as certificate administrator and astrustee (filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K/Adated December 22, 2023, and filed on January 5, 2023 under Commission File No.333-255934-09, and is incorporated by reference herein).

 

(4.2)Poolingand Servicing Agreement, dated as of November 1, 2023 (the “BBCMS 2023-C22PSA”), 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 4.2 to the registrant's CurrentReport on Form 8-K dated November 30, 2023, and filed by the registrant onDecember 4, 2023 under Commission File No. 333-255934-09, and is incorporatedby reference herein). (See Explanatory Note 1)

 

(4.3)Poolingand Servicing Agreement, dated as of September 1, 2023 (the “BANK5 2023-5YR3PSA”), among Banc of America Merrill Lynch Commercial Mortgage Inc., asdepositor, Wells Fargo Bank, National Association, as master servicer,Greystone Servicing Company LLC, as special servicer, Pentalpha SurveillanceLLC, as operating advisor and as asset representations reviewer, ComputershareTrust Company, National Association, as certificate administrator and astrustee (filed as Exhibit 4.3 to the registrant's Current Report on Form 8-Kdated November 30, 2023, and filed on December 4, 2023 under Commission FileNo. 333-255934-09, and is incorporated by reference herein). (See ExplanatoryNote 2)

 

(4.4)Poolingand Servicing Agreement, dated as of December 1, 2023 (the “MWSF 2023-2 PSA”),by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor,Wells Fargo Bank, National Association, as master servicer, Argentic ServicesCompany LP, as special servicer, BellOak, LLC, as operating advisor and asasset representations reviewer, Computershare Trust Company, NationalAssociation, as certificate administrator and as trustee (filed as Exhibit 4.15to the registrant's amended Current Report on Form 8-K/A dated December 22,2023, and filed on December 22, 2023 under Commission File No. 333-255934-09,and is incorporated by reference herein). (See Explanatory Note 3)

 

(4.5)Poolingand Servicing Agreement, dated as of December 1, 2023 (the “Benchmark 2023-B40PSA”), by and among 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, PentalphaSurveillance LLC, as operating advisor and as asset representations reviewer,Computershare Trust Company, National Association, as certificate administratorand trustee (filed as Exhibit 4.16 to the registrant's amended Current Reporton Form 8-K/A dated December 22, 2023, and filed by the registrant on December22, 2023 under Commission File No. 333-255934-09, and is incorporated byreference herein). (See Explanatory Note 4)

 

 

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

 

33Reports on assessment of compliance with servicing criteria for asset-backedsecurities. (See Explanatory Note 5)

 

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

 

33.2  KeyBank NationalAssociation, as special servicer

 

33.3  Pentalpha Surveillance LLC,as operating advisor

 

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

 

33.5  Computershare Trust Company,National Association, as custodian

 

33.6  SCPServicing, LLC, as primary servicer

 

33.7  Wells Fargo Bank, NationalAssociation, as master servicer under the MSWF 2023-2 PSA, pursuant to whichthe Arundel Mills and Marketplace mortgage loan and the 60 Hudson mortgage loanare serviced.

 

33.8  Argentic Services CompanyLP, as special servicer for the Arundel Mills and Marketplace mortgage loan andthe 60 Hudson mortgage loan under the MSWF 2023-2 PSA.

 

33.9  BellOak, LLC, as operatingadvisor for the Arundel Mills and Marketplace mortgage loan and the 60 Hudsonmortgage loan under the MSWF 2023-2 PSA.

 

33.10  Computershare TrustCompany, National Association, as custodian for the Arundel Mills andMarketplace mortgage loan and the 60 Hudson mortgage loan under the MSWF 2023-2PSA. (see Exhibit 33.5)

 

33.11  Computershare Trust Company,National Association, as trustee for the Arundel Mills and Marketplace mortgageloan and the 60 Hudson mortgage loan under the MSWF 2023-2 PSA. (see Exhibit33.4)

 

33.12  Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under theBenchmark 2023-B40 PSA, pursuant to which the Bala Plaza Portfolio mortgageloan and the 645 North Michigan Avenue mortgage loan are serviced. (see Exhibit33.1)

 

33.13  LNR Partners, LLC, as specialservicer for the Bala Plaza Portfolio mortgage loan and the 645 North MichiganAvenue mortgage loan under the Benchmark 2023-B40 PSA.

 

33.14  Pentalpha SurveillanceLLC, as operating advisor for the Bala Plaza Portfolio mortgage loan and the645 North Michigan Avenue mortgage loan under the Benchmark 2023-B40 PSA. (seeExhibit 33.3)

 

33.15  Computershare Trust Company,National Association, as custodian for the Bala Plaza Portfolio mortgage loanand the 645 North Michigan Avenue mortgage loan under the Benchmark 2023-B40PSA. (see Exhibit 33.5)

 

33.16  Computershare TrustCompany, National Association, as trustee for the Bala Plaza Portfolio mortgageloan and the 645 North Michigan Avenue mortgage loan under the Benchmark2023-B40 PSA. (see Exhibit 33.4)

 

33.17  Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under the BBCMS2023-C22 PSA, pursuant to which the RTL Retail Portfolio mortgage loan, theKnoll Ridge Apartments mortgage loan and the Regency Retail Portfolio mortgageloan are serviced. (see Exhibit 33.1)

 

33.18  Rialto Capital Advisors,LLC, as special servicer for the RTL Retail Portfolio mortgage loan, the KnollRidge Apartments mortgage loan and the Regency Retail Portfolio mortgage loanunder the BBCMS 2023-C22 PSA.

 

33.19  Pentalpha SurveillanceLLC, as operating advisor for the RTL Retail Portfolio mortgage loan, the KnollRidge Apartments mortgage loan and the Regency Retail Portfolio mortgage loanunder the BBCMS 2023-C22 PSA. (see Exhibit 33.3)

 

33.20  Computershare TrustCompany, National Association, as custodian for the RTL Retail Portfoliomortgage loan, the Knoll Ridge Apartments mortgage loan and the Regency RetailPortfolio mortgage loan under the BBCMS 2023-C22 PSA. (see Exhibit 33.5)

 

33.21  Computershare TrustCompany, National Association, as trustee for the RTL Retail Portfolio mortgageloan, the Knoll Ridge Apartments mortgage loan and the Regency Retail Portfoliomortgage loan under the BBCMS 2023-C22 PSA. (see Exhibit 33.4)

 

33.22  Wells Fargo Bank, NationalAssociation, as master servicer under the BANK5 2023-5YR3 PSA, pursuant towhich the 11 West 42nd Street mortgage loan is serviced. (see Exhibit 33.7)

 

33.23  Greystone ServicingCompany LLC, as special servicer for the 11 West 42nd Street mortgage loanunder the BANK5 2023-5YR3 PSA.

 

33.24  Pentalpha SurveillanceLLC, as operating advisor for the 11 West 42nd Street mortgage loan under theBANK5 2023-5YR3 PSA. (see Exhibit 33.3)

 

33.25  Computershare TrustCompany, National Association, as custodian for the 11 West 42nd Streetmortgage loan under the BANK5 2023-5YR3 PSA. (see Exhibit 33.5)

 

33.26  Computershare Trust Company,National Association, as trustee for the 11 West 42nd Street mortgage loanunder the BANK5 2023-5YR3 PSA. (see Exhibit 33.4)

 

34 Attestation reports on assessment of compliance with servicingcriteria for asset-backed securities. (SeeExplanatory Note 5)

 

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

 

34.2  KeyBank NationalAssociation, as special servicer

 

34.3  Pentalpha Surveillance LLC,as operating advisor

 

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

 

34.5  Computershare Trust Company,National Association, as custodian

 

34.6  SCP Servicing, LLC, asprimary servicer

 

34.7  Wells Fargo Bank, NationalAssociation, as master servicer under the MSWF 2023-2 PSA, pursuant to which theArundel Mills and Marketplace mortgage loan and the 60 Hudson mortgage loan areserviced.

 

34.8  Argentic Services CompanyLP, as special servicer for the Arundel Mills and Marketplace mortgage loan andthe 60 Hudson mortgage loan under the MSWF 2023-2 PSA.

 

34.9  BellOak, LLC, as operatingadvisor for the Arundel Mills and Marketplace mortgage loan and the 60 Hudsonmortgage loan under the MSWF 2023-2 PSA.

 

34.10  Computershare TrustCompany, National Association, as custodian for the Arundel Mills andMarketplace mortgage loan and the 60 Hudson mortgage loan under the MSWF 2023-2PSA. (see Exhibit 34.5)

 

34.11  Computershare TrustCompany, National Association, as trustee for the Arundel Mills and Marketplacemortgage loan and the 60 Hudson mortgage loan under the MSWF 2023-2 PSA. (seeExhibit 34.4)

 

34.12  Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under theBenchmark 2023-B40 PSA, pursuant to which the Bala Plaza Portfolio mortgageloan and the 645 North Michigan Avenue mortgage loan are serviced. (see Exhibit34.1)

 

34.13  LNR Partners, LLC, asspecial servicer for the Bala Plaza Portfolio mortgage loan and the 645 NorthMichigan Avenue mortgage loan under the Benchmark 2023-B40 PSA.

 

34.14  Pentalpha SurveillanceLLC, as operating advisor for the Bala Plaza Portfolio mortgage loan and the645 North Michigan Avenue mortgage loan under the Benchmark 2023-B40 PSA. (seeExhibit 34.3)

 

34.15  Computershare TrustCompany, National Association, as custodian for the Bala Plaza Portfoliomortgage loan and the 645 North Michigan Avenue mortgage loan under theBenchmark 2023-B40 PSA. (see Exhibit 34.5)

 

34.16  Computershare TrustCompany, National Association, as trustee for the Bala Plaza Portfolio mortgageloan and the 645 North Michigan Avenue mortgage loan under the Benchmark2023-B40 PSA. (see Exhibit 34.4)

 

34.17  Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under the BBCMS2023-C22 PSA, pursuant to which the RTL Retail Portfolio mortgage loan, theKnoll Ridge Apartments mortgage loan and the Regency Retail Portfolio mortgageloan are serviced. (see Exhibit 34.1)

 

34.18  Rialto Capital Advisors,LLC, as special servicer for the RTL Retail Portfolio mortgage loan, the KnollRidge Apartments mortgage loan and the Regency Retail Portfolio mortgage loanunder the BBCMS 2023-C22 PSA.

 

34.19  Pentalpha SurveillanceLLC, as operating advisor for the RTL Retail Portfolio mortgage loan, the KnollRidge Apartments mortgage loan and the Regency Retail Portfolio mortgage loanunder the BBCMS 2023-C22 PSA. (see Exhibit 34.3)

 

34.20  Computershare TrustCompany, National Association, as custodian for the RTL Retail Portfoliomortgage loan, the Knoll Ridge Apartments mortgage loan and the Regency RetailPortfolio mortgage loan under the BBCMS 2023-C22 PSA. (see Exhibit 34.5)

 

34.21  Computershare TrustCompany, National Association, as trustee for the RTL Retail Portfolio mortgageloan, the Knoll Ridge Apartments mortgage loan and the Regency Retail Portfoliomortgage loan under the BBCMS 2023-C22 PSA. (see Exhibit 34.4)

 

34.22  Wells Fargo Bank, NationalAssociation, as master servicer under the BANK5 2023-5YR3 PSA, pursuant towhich the 11 West 42nd Street mortgage loan is serviced. (see Exhibit 34.7)

 

34.23  Greystone ServicingCompany LLC, as special servicer for the 11 West 42nd Street mortgage loanunder the BANK5 2023-5YR3 PSA.

 

34.24  Pentalpha SurveillanceLLC, as operating advisor for the 11 West 42nd Street mortgage loan under theBANK5 2023-5YR3 PSA. (see Exhibit 34.3)

 

34.25  Computershare TrustCompany, National Association, as custodian for the 11 West 42nd Streetmortgage loan under the BANK5 2023-5YR3 PSA. (see Exhibit 34.5)

 

34.26  Computershare TrustCompany, National Association, as trustee for the 11 West 42nd Street mortgageloan under the BANK5 2023-5YR3 PSA. (see Exhibit 34.4)

 

35 Servicer compliance statement. (See Explanatory Note 6)

 

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

 

35.2  KeyBank NationalAssociation, as special servicer

 

35.3  Computershare TrustCompany, National Association, as certificate administrator

 

35.4  SCP Servicing, LLC, asprimary servicer

 

35.5  Wells Fargo Bank, NationalAssociation, as master servicer under the MSWF 2023-2 PSA, pursuant to whichthe Arundel Mills and Marketplace mortgage loan and the 60 Hudson mortgage loanare serviced.

 

35.6  Argentic Services CompanyLP, as special servicer for the Arundel Mills and Marketplace mortgage loan andthe 60 Hudson mortgage loan under the MSWF 2023-2 PSA.

 

35.7  Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under theBenchmark 2023-B40 PSA, pursuant to which the Bala Plaza Portfolio mortgageloan and the 645 North Michigan Avenue mortgage loan are serviced. (see Exhibit35.1)

 

35.8  LNR Partners, LLC, asspecial servicer for the Bala Plaza Portfolio mortgage loan and the 645 NorthMichigan Avenue mortgage loan under the Benchmark 2023-B40 PSA.

 

35.9  Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under the BBCMS2023-C22 PSA, pursuant to which the RTL Retail Portfolio mortgage loan, theKnoll Ridge Apartments mortgage loan and the Regency Retail Portfolio mortgageloan are serviced. (see Exhibit 35.1)

 

35.10  Rialto Capital Advisors,LLC, as special servicer for the RTL Retail Portfolio mortgage loan, the KnollRidge Apartments mortgage loan, and the Regency Retail Portfolio mortgage loanunder the BBCMS 2023-C22 PSA.

 

35.11  Wells Fargo Bank, NationalAssociation, as master servicer under the BANK5 2023-5YR3 PSA, pursuant towhich the 11 West 42nd Street mortgage loan is serviced. (see Exhibit 35.5)

 

35.12  Greystone ServicingCompany LLC, as special servicer for the 11 West 42nd Street mortgage loanunder the BANK5 2023-5YR3 PSA.

 

99.1  MortgageLoan Purchase Agreement, dated as of December 1, 2023, between Bank of Montrealand BMO Commercial Mortgage Securities LLC, pursuant to which Bank of Montrealsold certain mortgage loans to BMO Commercial Mortgage Securities LLC (filed asExhibit 99.1 to the registrant's Current Report on Form 8-K/A dated December22, 2023, and filed on December 22, 2023 under Commission File No.333-255934-09, and is incorporated by reference herein).

 

99.2  MortgageLoan Purchase Agreement, dated as of December 1, 2023, between Citi Real EstateFunding and BMO Commercial Mortgage Securities LLC, pursuant to which Citi RealEstate Funding sold certain mortgage loans to BMO Commercial MortgageSecurities LLC (filed as Exhibit 99.2 to the registrant's Current Report onForm 8-K/A dated December 22, 2023, and filed on December 22, 2023 underCommission File No. 333-255934-09, and is incorporated by reference herein).

 

99.3  MortgageLoan Purchase Agreement, dated as of December 1, 2023, between GreystoneCommercial Mortgage Capital LLC, Greystone Select Company II LLC  and BMOCommercial Mortgage Securities LLC, pursuant to which Greystone CommercialMortgage Capital LLC sold certain mortgage loans to BMO Commercial MortgageSecurities LLC (filed as Exhibit 99.3 to the registrant's Current Report onForm 8-K/A dated December 22, 2023, and filed on December 22, 2023 underCommission File No. 333-255934-09, and is incorporated by reference herein).

 

99.4  MortgageLoan Purchase Agreement, dated as of December 1, 2023, between KeyBank NationalAssociation and BMO Commercial Mortgage Securities LLC, pursuant to whichKeyBank National Association sold certain mortgage loans to BMO CommercialMortgage Securities LLC (filed as Exhibit 99.4 to the registrant's CurrentReport on Form 8-K/A dated December 22, 2023, and filed on December 22, 2023under Commission File No. 333-255934-09, and is incorporated by referenceherein).

 

99.5  MortgageLoan Purchase Agreement, dated as of December 1, 2023, between RRECM CapitalII, LCC, RRECM Holdings, LLC and BMO Commercial Mortgage Securities LLC,pursuant to which RRECM Capital II, LCC sold certain mortgage loans to BMOCommercial Mortgage Securities LLC (filed as Exhibit 99.5 to the registrant'sCurrent Report on Form 8-K/A dated December 22, 2023, and filed on January 5,2024 under Commission File No. 333-255934-09, and is incorporated by referenceherein).

 

99.6  MortgageLoan Purchase Agreement, dated as of December 1, 2023, between StarwoodMortgage Capital LLC and BMO Commercial Mortgage Securities LLC, pursuant towhich Starwood Mortgage Capital LLC sold certain mortgage loans to BMOCommercial Mortgage Securities LLC (filed as Exhibit 99.6 to the registrant'sCurrent Report on Form 8-K/A dated December 22, 2023, and filed on December 22,2023 under Commission File No. 333-255934-09, and is incorporated by referenceherein).

 

99.7 MortgageLoan Purchase Agreement, dated as of December 1, 2023, between UBS AG and BMOCommercial Mortgage Securities LLC, pursuant to which UBS AG sold certainmortgage loans to BMO Commercial Mortgage Securities LLC (filed as Exhibit 99.7to the registrant's Current Report on Form 8-K/A dated December 22, 2023, andfiled on December 22, 2023 under Commission File No. 333-255934-09, and isincorporated by reference herein).

 

99.8 SubservicingAgreement dated as of December 1, 2023 between Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer, and SCPServicing, LLC, as subservicer (filed as Exhibit 99.8 to the registrant'sCurrent Report on Form 8-K dated November 30, 2023, and filed on December 4,2023 under Commission File No. 333-255934-09, and is incorporated by referenceherein).

 

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

 

(c)Not Applicable

 

 

**SIGNATURES**

 

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

 

BMOCommercial Mortgage Securities LLC

(Depositor)

 

/s/Paul Vanderslice

PaulVanderslice, Chief Executive Officer 

(seniorofficer in charge of securitization of the depositor)

 

Date:March 29, 2024