**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:333-255934-08**

 

**Central Index Key Number of the issuingentity:0001994754**

 

**BMO 2023-5C2 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:****0001541502**

 

**Goldman Sachs Mortgage Company**

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

 

**Central Index Key Number of thesponsor:0001701238**

 

**Citi Real Estate Funding Inc.**

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

** **

**Central Index Key Number of the sponsor:****0001755531**

 

**Societe Generale Financial Corporation**

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

** **

**Central Index Key Number of the sponsor:****0001592182**

 

**LMF Commercial, LLC**

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

** **

**Central Index Key Number of thesponsor:0001541294**

 

**German American Capital Corporation**

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

 

**Central Index Key Number of thesponsor:0001548405**

 

**Starwood Mortgage Capital LLC**

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

 

 

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

 

**UBS AG**

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

 

 

| **New York  (State or other jurisdiction of incorporation or organization)** | **38-4279481**

**38-4279482**

**(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 11 West 42nd Street mortgage loan, which representedapproximately 2.4% 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 Short Pump Town Center mortgage loan, which representedapproximately 2.3% of the initial pool balance of the issuing entity, is partof a whole loan comprised of the subject mortgage loan included in the issuingentity and one or more companion loan(s) that are held outside the issuingentity. The 11 West 42nd Street mortgage loan, the Short Pump Town Centermortgage loan and each of the related companion loan(s) are serviced pursuantto the BANK5 2023-5YR3 PSA (as defined in Item 15 below)

 

2.  The Harborside 2-3 mortgage loan, which representedapproximately 1.3% of the initial pool balance of the issuing entity, is partof a whole loan comprised of the subject mortgage loan included in the issuingentity and one or more companion loan(s) that are held outside the issuingentity. The Harborside 2-3 PSA mortgage loan and each of the relatedcompanion loan(s) are serviced pursuant to the Benchmark 2023-V2 PSA (as definedin Item 15 below)

 

3.  The Scottsdale Gilbert RetailPortfolio mortgage loan, which represented approximately 3.9% of the initialpool balance of the issuing entity, is part of a whole loan comprised of thesubject mortgage loan included in the issuing entity and one or more companionloan(s) that are held outside the issuing entity. The Merit Hill Self Storage mortgage loan, whichrepresented approximately 2.6% of the initial pool balance of the issuingentity, is part of a whole loan comprised of the subject mortgage loan includedin the issuing entity and one or more companion loan(s) that are held outsidethe issuing entity. The Overlook at 

Ballantyne mortgage loan, which represented approximately 1.9% 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 Scottsdale Gilbert Retail Portfolio mortgage loan, theMerit Hill Self Storage mortgage loan and the Overlook at Ballantyne mortgageloan and each of the related companion loan(s) were serviced pursuant to the BMO 2023-5C2 PSA prior to November 21, 2023 (as defined in Item 15 below).  The ScottsdaleGilbert Retail Portfolio mortgage loan, the Merit Hill Self Storage mortgageloan and the Overlook at Ballantyne mortgage loan and each of the relatedcompanion loan(s) are serviced pursuant to the Benchmark 2023-V4 PSA onand after November 21, 2023 (as defined in Item 15below).

 

4.  The California High Tech Logistics mortgage loan, whichrepresented approximately 2.3% of the initial pool balance of the issuingentity, is part of a whole loan comprised of the subject mortgage loan includedin the issuing entity and one or more companion loan(s) that are held outsidethe issuing entity. The California High Tech Logistics mortgage loan andeach of the related companion loan(s) are serviced pursuant to the BMO 2023-5C1 PSA (as definedin Item 15 below)

 

5.   Pursuant to Instruction 3 to Item 1122 ofRegulation AB, the report on assessment of compliance with servicing criteriaand attestation report on assessment of compliance with servicing criteria of(i) Wells Fargo Bank, National Association, as master servicer under the BANK52023-5YR3 PSA, pursuant to which the 11 West 42nd Street mortgage loan and theShort Pump Town Center mortgage loan are serviced, (ii) 3650 REIT LoanServicing LLC, as special servicer for the Harborside 2-3 mortgage loan underthe BMARK 2023-V2 PSA and (iii) 3650 REIT Loan Servicing LLC, as specialservicer for the California High Tech Logistics mortgage loan under the BMO2023-5C1 PSA, are not included in this report on Form 10-K because each ofWells Fargo Bank, National Association and 3650 REIT Loan Servicing LLC performedactivities that address the servicing criteria specified in Item 1122(d) ofRegulation AB with respect to 5% or less of the pool assets of the issuingentity. This annual report on Form 10-K does not include the reports onassessment of compliance with servicing criteria and attestation reports onassessment of compliance with servicing criteria of Computershare TrustCompany, National Association as certificate administrator under the BANK5 2023-5YR3PSA, the Benchmark 2023-V2 PSA, the Benchmark 2023-V4PSA and the BMO 2023-5C1 PSA, because the certificateadministrator under each such pooling and servicing agreement or trust andservicing agreement, as applicable, does not perform any activities thataddress the servicing criteria specified in Item 1122(d) of Regulation AB withrespect to the issuing entity.

 

6.  This report on Form 10-K does notinclude the servicer compliance statements of (i) Wells Fargo Bank, NationalAssociation, as master servicer under the BANK5 2023-5YR3 PSA, pursuant to whichthe 11 West 42nd Street mortgage loan and the Short Pump Town Center mortgageloan are serviced, (ii) Midland Loan Services, a Division of PNC Bank, NationalAssociation, as master servicer under the BMARK 2023-V2 PSA, pursuant to whichthe Harborside 2-3 mortgage loan is serviced, (iii) 3650 REIT Loan ServicingLLC, as special servicer for the Harborside 2-3 mortgage loan under the BMARK2023-V2 PSA, (iv) Midland Loan Services, a Division of PNC Bank, NationalAssociation, as master servicer under the Benchmark 2023-V4 PSA, pursuant towhich the Scottsdale Gilbert Retail Portfolio mortgage loan, the Merit HillSelf Storage mortgage loan and the Overlook at Ballantyne mortgage loan areserviced on and after November 21,2023, (v) K-Star Asset Management LLC, as specialservicer for the Scottsdale Gilbert Retail Portfolio mortgage loan, the MeritHill Self Storage mortgage loan and the Overlook at Ballantyne mortgage loanunder the Benchmark 2023-V4 PSA on and after November 21, 2023 and (vi) 3650 REIT Loan Servicing LLC, as special servicer for theCalifornia High Tech Logistics mortgage loan under the BMO 2023-5C1 PSA,because each of Wells Fargo Bank, National Association, Midland Loan Services,a Division of PNC Bank, National Association, 3650 REIT Loan Servicing LLC andK-Star Asset Management LLC is an unaffiliated party that services less than10% of the pool assets of the issuing entity, and therefore is not a servicerthat meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB. This annual report on Form 10-K does not include the servicer compliancestatements of (i) Computershare Trust Company, National Association ascertificate administrator under the BANK5 2023-5YR3 PSA, the Benchmark 2023-V2 PSA, the Benchmark 2023-V4PSA and the BMO 2023-5C1 PSA, because the certificateadministrator under each such pooling and servicing agreement or trust andservicing agreement, as applicable, is not a servicer that meets the criteriain Item 1108(a)(2)(i) through (iii) of Regulation AB with respect to theissuing 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 2023-5C2 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 external creditenhancement, uses any derivative instruments or other support for thecertificates within this transaction.

 

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

 

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

 

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

 

The registrant knows of no legal proceeding pending against thesponsors, depositor, trustee, issuing entity, servicer contemplated by Item1108(a)(3) of Regulation AB, originator contemplated by Item 1110(b) ofRegulation 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 tosecurity 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 October 24, 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)Pooling and Servicing Agreement, dated as of November1, 2023 (the “BMO 2023-5C2 PSA”), among BMO Commercial Mortgage Securities LLC,as depositor, KeyBank National Association, as master servicer, GreystoneServicing Company LLC, as special servicer, BellOak, LLC, as operating advisorand as asset representations reviewer, Wilmington Trust, National Association,as trustee, and Computershare Trust Company, National Association, ascertificate administrator (filed as Exhibit 4.1 to the registrant's Current Reporton Form 8-K/A dated November 7, 2023, and filed on November 9, 2023 underCommission File No. 333-255934-08, and is incorporated by reference herein).

 

(4.2)Pooling and Servicing Agreement, dated as of September1, 2023 (the “BANK5 2023-5YR3 PSA”), among Banc of America Merrill LynchCommercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association,as master servicer, Greystone Servicing Company LLC, as special servicer,Pentalpha Surveillance LLC, as operating advisor and as asset representationsreviewer, Computershare Trust Company, National Association, as certificateadministrator and as trustee (filed as Exhibit 4.2 to the registrant's CurrentReport on Form 8-K dated October 20, 2023, and on October 24, 2023 underCommission File No. 333-255934-08, and is incorporated by reference herein).(See Explanatory Note 1)

 

(4.3)Pooling and Servicing Agreement, dated as of May 1,2023 (the “Benchmark 2023-V2 PSA”), by and among Citigroup Commercial MortgageSecurities Inc., as depositor, Midland Loan Services, a Division of PNC Bank,National Association, as master servicer, 3650 REIT Loan Servicing LLC, asspecial servicer, BellOak, LLC, as operating advisor and as assetrepresentations reviewer, Computershare Trust Company, National Association, ascertificate administrator and trustee (filed as Exhibit 4.4 to the registrant'sCurrent Report on Form 8-K dated October 20, 2023, and filed by the registranton October 24, 2023 under Commission File No. 333-255934-08, and isincorporated by reference herein). (See Explanatory Note 2)

 

(4.4)Pooling and Servicing Agreement, dated as of November1, 2023 (the “Benchmark 2023-V4 PSA”), among Citigroup Commercial MortgageSecurities Inc., as depositor, Midland Loan Services, a Division of PNC Bank,National Association, as master servicer, K-Star Asset Management LLC, asspecial servicer, Park Bridge Lender Services LLC, as operating advisor and asasset representations reviewer, Computershare Trust Company, NationalAssociation, as certificate administrator and as trustee (filed as Exhibit 4.1to the registrant's Current Report on Form 8-K dated November 21, 2023, andfiled on November 28, 2023 under Commission File No. 333-255934-08, and isincorporated by reference herein). (See Explanatory Note 3)

 

(4.5)Pooling and Servicing Agreement, dated as of August 1,2023 (the “BMO 2023-5C1 PSA”), among BMO Commercial Mortgage Securities LLC, asdepositor, KeyBank National Association, as master servicer, 3650 REIT LoanServicing LLC, as special servicer, Pentalpha Surveillance LLC, as operatingadvisor and as asset representations reviewer, Computershare Trust Company,National Association, as certificate administrator and as trustee  (filedas Exhibit 4.3 to the registrant's Current Report on Form 8-K dated October 20,2023, and filed on October 24, 2023 under Commission File No. 333-255934-08,and is incorporated by reference herein). (See Explanatory Note 4)

 

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

 

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

 

33.1 KeyBank NationalAssociation, as master servicer

 

33.2 Greystone Servicing Company LLC,as special servicer

 

33.3 BellOak, LLC, as operatingadvisor

 

33.4 Computershare Trust Company,National Association, as certificate administrator

 

33.5 Computershare Trust Company,National Association, as custodian

 

33.6Wilmington Trust, National Association, as trustee

 

33.7 Wells Fargo Bank, National Association, as master servicerunder the BANK5 2023-5YR3 PSA, pursuant to which the 11 West 42nd Streetmortgage loan and the Short Pump Town Center mortgage loan are serviced.(omitted; see Explanatory Note 5)

  

33.8 Greystone Servicing Company LLC,as special servicer for the 11 West 42nd Street mortgage loan and the ShortPump Town Center mortgage loan under the BANK5 2023-5YR3 PSA. (see Exhibit33.2)

 

33.9 Pentalpha Surveillance LLC, asoperating advisor for the 11 West 42nd Street mortgage loan and the Short PumpTown Center mortgage loan under the BANK5 2023-5YR3 PSA.

 

33.10 Computershare Trust Company,National Association, as custodian for the 11 West 42nd Street mortgage loanand the Short Pump Town Center mortgage loan under the BANK5 2023-5YR3 PSA.(see Exhibit 33.5)

 

33.11 Computershare Trust Company,National Association, as trustee under the BANK5 2023-5YR3 PSA, pursuant towhich the 11 West 42nd Street mortgage loan and the Short Pump Town Center mortgageloan are serviced. (see Exhibit 33.4)

 

33.12 Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under the BMARK2023-V2 PSA, pursuant to which the Harborside 2-3 mortgage loan is serviced.

  

33.13 3650 REIT Loan Servicing LLC, asspecial servicer for the Harborside 2-3 mortgage loan under the BMARK 2023-V2PSA. (omitted; see Explanatory Note 5)

 

33.14 BellOak, LLC, as operatingadvisor for the Harborside 2-3 mortgage loan under the BMARK 2023-V2 PSA. (seeExhibit 33.3)

 

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

 

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

 

33.17 Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under theBenchmark 2023-V4 PSA, pursuant to which the Scottsdale Gilbert RetailPortfolio mortgage loan, the Merit Hill Self Storage mortgage loan and theOverlook at Ballantyne mortgage loan are serviced on and after November 21,2023. (see Exhibit 33.12)

 

33.18 K-Star Asset Management LLC, asspecial servicer for the Scottsdale Gilbert Retail Portfolio mortgage loan, theMerit Hill Self Storage mortgage loan and the Overlook at Ballantyne mortgageloan under the Benchmark 2023-V4 PSA on and after November 21, 2023.

  

33.19 Park Bridge Lender ServicesLLC, as operating advisor for the Scottsdale Gilbert Retail Portfolio mortgageloan, the Merit Hill Self Storage mortgage loan and the Overlook at Ballantynemortgage loan under the Benchmark 2023-V4 PSA on and after November 21, 2023.

 

33.20 Computershare Trust Company,National Association, as custodian for the Scottsdale Gilbert Retail Portfoliomortgage loan, the Merit Hill Self Storage mortgage loan and the Overlook atBallantyne mortgage loan under the Benchmark 2023-V4 PSA on and after November21, 2023. (see Exhibit 33.5)

 

33.21 Computershare Trust Company,National Association, as trustee under the Benchmark 2023-V4 PSA, pursuant towhich for the Scottsdale Gilbert Retail Portfolio mortgage loan, the Merit HillSelf Storage mortgage loan and the Overlook at Ballantyne mortgage loan areserviced on and after November 21, 2023. (see Exhibit 33.4)

 

33.22 KeyBank NationalAssociation, as master servicer under the BMO 2023-5C1 PSA, pursuant to whichthe California High Tech Logistics mortgage loan is serviced. (see Exhibit33.1)

 

33.23 3650 REIT Loan Servicing LLC, as special servicer for theCalifornia High Tech Logistics mortgage loan under the BMO 2023-5C1 PSA. (seeExhibit 33.13) (omitted; see Explanatory Note 5)

 

33.24 Pentalpha Surveillance LLC, asoperating advisor for the California High Tech Logistics mortgage loan underthe BMO 2023-5C1 PSA. (see Exhibit 33.9)

 

33.25 Computershare Trust Company,National Association, as custodian for the California High Tech Logisticsmortgage under the BMO 2023-5C1 PSA. (see Exhibit 33.5)

 

33.26 Computershare Trust Company,National Association, as trustee under the BMO 2023-5C1 PSA, pursuant to whichthe California High Tech Logistics mortgage loan is serviced. (see Exhibit33.4)

 

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

 

34.1 KeyBank NationalAssociation, as master servicer

 

34.2 Greystone Servicing Company LLC,as special servicer

 

34.3 BellOak, LLC, as operatingadvisor

 

34.4 Computershare Trust Company,National Association, as certificate administrator

 

34.5 Computershare Trust Company,National Association, as custodian

 

34.6Wilmington Trust, National Association, as trustee

 

34.7 Wells Fargo Bank, National Association, as master servicerunder the BANK5 2023-5YR3 PSA, pursuant to which the 11 West 42nd Streetmortgage loan and the Short Pump Town Center mortgage loan are serviced.(omitted; see Explanatory Note 5)

  

34.8 Greystone Servicing Company LLC,as special servicer for the 11 West 42nd Street mortgage loan and the ShortPump Town Center mortgage loan under the BANK5 2023-5YR3 PSA. (see Exhibit34.2)

 

34.9 Pentalpha Surveillance LLC, as operatingadvisor for the 11 West 42nd Street mortgage loan and the Short Pump TownCenter mortgage loan under the BANK5 2023-5YR3 PSA.

 

34.10 Computershare Trust Company,National Association, as custodian for the 11 West 42nd Street mortgage loanand the Short Pump Town Center mortgage loan under the BANK5 2023-5YR3 PSA.(see Exhibit 34.5)

 

34.11 Computershare Trust Company,National Association, as trustee under the BANK5 2023-5YR3 PSA, pursuant towhich the 11 West 42nd Street mortgage loan and the Short Pump Town Centermortgage loan are serviced. (see Exhibit 34.4)

 

34.12 Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under the BMARK2023-V2 PSA, pursuant to which the Harborside 2-3 mortgage loan is serviced.

  

34.13 3650 REIT Loan Servicing LLC, as special servicer for theHarborside 2-3 mortgage loan under the BMARK 2023-V2 PSA. (omitted; seeExplanatory Note 5)

 

34.14 BellOak, LLC, as operatingadvisor for the Harborside 2-3 mortgage loan under the BMARK 2023-V2 PSA. (seeExhibit 34.3)

 

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

 

34.16 Computershare Trust Company,National Association, as trustee under the BMARK 2023-V2 PSA, pursuant to whichthe Harborside 2-3 mortgage loan is serviced. (see Exhibit 34.4)

 

34.17 Midland Loan Services, aDivision of PNC Bank, National Association, as master servicer under theBenchmark 2023-V4 PSA, pursuant to which the Scottsdale Gilbert RetailPortfolio mortgage loan, the Merit Hill Self Storage mortgage loan and theOverlook at Ballantyne mortgage loan are serviced on and after November 21,2023. (see Exhibit 34.12)

 

34.18 K-Star Asset Management LLC, asspecial servicer for the Scottsdale Gilbert Retail Portfolio mortgage loan, theMerit Hill Self Storage mortgage loan and the Overlook at Ballantyne mortgageloan under the Benchmark 2023-V4 PSA on and after November 21, 2023.

  

34.19 Park Bridge Lender ServicesLLC, as operating advisor for the Scottsdale Gilbert Retail Portfolio mortgageloan, the Merit Hill Self Storage mortgage loan and the Overlook at Ballantynemortgage loan under the Benchmark 2023-V4 PSA on and after November 21, 2023.

 

34.20 Computershare Trust Company,National Association, as custodian for the Scottsdale Gilbert Retail Portfoliomortgage loan, the Merit Hill Self Storage mortgage loan and the Overlook atBallantyne mortgage loan under the Benchmark 2023-V4 PSA on and after November21, 2023. (see Exhibit 34.5)

 

34.21 Computershare Trust Company,National Association, as trustee under the Benchmark 2023-V4 PSA, pursuant towhich for the Scottsdale Gilbert Retail Portfolio mortgage loan, the Merit HillSelf Storage mortgage loan and the Overlook at Ballantyne mortgage loan areserviced on and after November 21, 2023. (see Exhibit 34.4)

 

34.22 KeyBank NationalAssociation, as master servicer under the BMO 2023-5C1 PSA, pursuant to which theCalifornia High Tech Logistics mortgage loan is serviced. (see Exhibit 34.1)

 

34.23 3650 REIT Loan Servicing LLC, as special servicer for theCalifornia High Tech Logistics mortgage loan under the BMO 2023-5C1 PSA. (seeExhibit 34.13) (omitted; see Explanatory Note 5)

 

34.24 Pentalpha Surveillance LLC, asoperating advisor for the California High Tech Logistics mortgage loan underthe BMO 2023-5C1 PSA. (see Exhibit 34.9)

 

34.25 Computershare Trust Company,National Association, as custodian for the California High Tech Logisticsmortgage under the BMO 2023-5C1 PSA. (see Exhibit 34.5)

 

34.26 Computershare Trust Company,National Association, as trustee under the BMO 2023-5C1 PSA, pursuant to whichthe California High Tech Logistics mortgage loan is serviced. (see Exhibit34.4)

 

35 Servicer compliance statement. (See Explanatory Note 6)

 

35.1 KeyBank NationalAssociation, as master servicer

 

35.2 Greystone Servicing Company LLC,as special servicer

 

35.3 Computershare Trust Company,National Association, as certificate administrator

 

35.4 Greystone Servicing Company LLC,as special servicer for the 11 West 42nd Street mortgage loan and the ShortPump Town Center mortgage loan under the BANK5 2023-5YR3 PSA. (see Exhibit35.2)

 

35.5  KeyBank NationalAssociation, as master servicer under the BMO 2023-5C1 PSA, pursuant to whichthe California High Tech Logistics mortgage loan is serviced. (see Exhibit35.1)

 

99.1 MortgageLoan Purchase Agreement, dated as of November 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 November 7,2023, and filed on November 9, 2023 under Commission File No. 333-255934-08,and is incorporated by reference herein).

 

99.2 MortgageLoan Purchase Agreement, dated as of November 1, 2023, between Goldman SachsMortgage Company and BMO Commercial Mortgage Securities LLC, pursuant to whichGoldman Sachs Mortgage Company sold certain mortgage loans to BMO CommercialMortgage Securities LLC (filed as Exhibit 99.2 to the registrant's CurrentReport on Form 8-K dated October 20, 2023, and filed on October 24, 2023 underCommission File No. 333-255934-08, and is incorporated by reference herein).

 

99.3 MortgageLoan Purchase Agreement, dated as of November 1, 2023, between Citi Real EsteFunding Inc. and BMO Commercial Mortgage Securities LLC, pursuant to which CitiReal Estate Funding Inc. sold certain mortgage loans to BMO Commercial MortgageSecurities LLC (filed as Exhibit 99.3 to the registrant's Current Report on Form8-K dated October 20, 2023, and filed on October 24, 2023 under Commission FileNo. 333-255934-08, and is incorporated by reference herein).

 

99.4 MortgageLoan Purchase Agreement, dated as of November 1, 2023, between Societe GeneraleFinancial Corporation and Societe Generale and BMO Commercial MortgageSecurities LLC, pursuant to which Societe Generale Financial Corporation soldcertain mortgage loans to BMO Commercial Mortgage Securities LLC (filed asExhibit 99.4 to the registrant's Current Report on Form 8-K/A dated November 7,2023, and filed on November 9, 2023 under Commission File No. 333-255934-08,and is incorporated by reference herein).

 

99.5 MortgageLoan Purchase Agreement, dated as of November 1, 2023, between LMF Commercial,LLC and BMO Commercial Mortgage Securities LLC, pursuant to which LMFCommercial, LLC sold certain mortgage loans to BMO Commercial MortgageSecurities LLC (filed as Exhibit 99.5 to the registrant's Current Report onForm 8-K dated October 20, 2023, and filed on October 24, 2023 under CommissionFile No. 333-255934-08, and is incorporated by reference herein).

 

99.6 MortgageLoan Purchase Agreement, dated as of November 1, 2023, between German AmericanCapital Corporation and BMO Commercial Mortgage Securities LLC, pursuant towhich German American Capital Corporation sold certain mortgage loans to BMOCommercial Mortgage Securities LLC (filed as Exhibit 99.6 to the registrant'sCurrent Report on Form 8-K dated October 20, 2023, and filed on October 24,2023 under Commission File No. 333-255934-08, and is incorporated by referenceherein).

 

99.7  MortgageLoan Purchase Agreement, dated as of November 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 99.7 to the registrant'sCurrent Report on Form 8-K dated October 20, 2023, and filed on October 24,2023 under Commission File No. 333-255934-08, and is incorporated by referenceherein).

 

99.8MortgageLoan Purchase Agreement, dated as of November 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 99.8to the registrant's Current Report on Form 8-K dated October 20, 2023, andfiled on October 24, 2023 under Commission File No. 333-255934-08, and isincorporated by reference herein).

 

 

 

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

 

(c)Not Applicable

 

 

**SIGNATURES**

 

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

 

BMOCommercial Mortgage Securities LLC

(Depositor)

 

/s/Paul Vanderslice

PaulVanderslice, Chief Executive Officer 

(seniorofficer in charge of securitization of the depositor)

 

Date:March 29, 2024