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

 

 

I,Helaine M. Kaplan, certify that:

 

1. Ihave reviewed this report on Form 10-K and all reports on Form 10-D required tobe filed in respect of the period covered by this report on Form 10-K of theBenchmark 2023-B38 Mortgage Trust (the "Exchange Act periodicreports");

 

2.Based on my knowledge, the Exchange Act periodic reports, taken as a whole, donot contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.Based on my knowledge, all of the distribution, servicing and other informationrequired to be provided under Form 10-D for the period covered by this reportis included in the Exchange Act periodic reports;

 

4.Based on my knowledge and the servicer compliance statements required in thisreport under Item 1123 of Regulation AB, and except as disclosed in theExchange Act periodic reports, the servicers have fulfilled their obligationsunder the servicing agreements in all material respects; and

 

5. Allof the reports on assessment of compliance with servicing criteria forasset-backed securities and their related attestation reports on assessment ofcompliance with servicing criteria for asset-backed securities required to beincluded in this report in accordance with Item 1122 of Regulation AB andExchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to thisreport, except as otherwise disclosed in this report. Any material instances ofnoncompliance described in such reports have been disclosed in this report onForm 10-K.

 

Ingiving the certifications above, I have reasonably relied on informationprovided to me by the following unaffiliated parties:

 

MidlandLoan Services, a Division of PNC Bank, National Association, as MasterServicer, LNR Partners, LLC, as Special Servicer, Computershare Trust Company,National Association, as Trustee and Certificate Administrator, ComputershareTrust Company, National Association, as Custodian, Park Bridge Lender Services,as Operating Advisor, Midland Loan Services, a Divisionof PNC Bank, National Association, as Primary Servicer for the One CampusMartius Mortgage Loan, Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Special Servicer for the One Campus Martius Mortgage Loan priorto May 2, 2023, K-Star Asset Management LLC, as Special Servicer for the OneCampus Martius Mortgage Loan on and after May 2, 2023, Wilmington Trust,National Association, as Trustee for the One Campus Martius Mortgage Loan,Computershare Trust Company, National Association, as Custodian for the OneCampus Martius Mortgage Loan, Park Bridge Lender Services LLC, as OperatingAdvisor for the One Campus Martius Mortgage Loan, Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer for theSentinel Square II Mortgage Loan, Greystone Servicing Company LLC, as SpecialServicer for the Sentinel Square II Mortgage Loan, Computershare Trust Company,National Association, as Trustee for the Sentinel Square II Mortgage Loan,Computershare Trust Company, National Association, as Custodian for theSentinel Square II Mortgage Loan, Park Bridge Lender Services LLC, as OperatingAdvisor for the Sentinel Square II Mortgage Loan, Midland Loan Services, aDivision of PNC Bank, National Association, as Primary Servicer for the Centersof High Point Mortgage Loan, Greystone Servicing Company LLC, as SpecialServicer for the Centers of High Point Mortgage Loan, Computershare TrustCompany, National Association, as Trustee for the Centers of High Point MortgageLoan, Computershare Trust Company, National Association, as Custodian for theCenters of High Point Mortgage Loan, Park Bridge Lender Services LLC, asOperating Advisor for the Centers of High Point Mortgage Loan, BerkadiaCommercial Mortgage LLC, as Primary Servicer for the Scottsdale Fashion SquareMortgage Loan, KeyBank National Association, as Special Servicer for theScottsdale Fashion Square Mortgage Loan, Wilmington Trust, NationalAssociation, as Trustee for the Scottsdale Fashion Square Mortgage Loan,Computershare Trust Company, National Association, as Custodian for theScottsdale Fashion Square Mortgage Loan, Park Bridge Lender Services LLC, asOperating Advisor for the Scottsdale Fashion Square Mortgage Loan, Wells FargoBank, National Association, as Primary Servicer for the National Warehouse& Distribution Portfolio Mortgage Loan, CWCapital Asset Management LLC, asSpecial Servicer for the National Warehouse & Distribution PortfolioMortgage Loan, Computershare Trust Company, National Association, as Trusteefor the National Warehouse & Distribution Portfolio Mortgage Loan,Computershare Trust Company, National Association, as Custodian for theNational Warehouse & Distribution Portfolio Mortgage Loan, PentalphaSurveillance LLC, as Operating Advisor for the National Warehouse &Distribution Portfolio Mortgage Loan, CoreLogic Solutions, LLC, as ServicingFunction Participant for the National Warehouse & Distribution PortfolioMortgage Loan, Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Primary Servicer for the Green Acres Mortgage Loan, 3650 REITLoan Servicing LLC, as Special Servicer for the Green Acres Mortgage Loan,Computershare Trust Company, National Association, as Trustee for the GreenAcres Mortgage Loan, Computershare Trust Company, National Association, asCustodian for the Green Acres Mortgage Loan, BellOak, LLC, as Operating Advisorfor the Green Acres Mortgage Loan, Wells Fargo Bank, National Association, asPrimary Servicer for the 100 Jefferson Road Mortgage Loan, Argentic ServicesCompany LP, as Special Servicer for the 100 Jefferson Road Mortgage Loan,Computershare Trust Company, National Association, as Trustee for the 100Jefferson Road Mortgage Loan, Computershare Trust Company, National Association,as Custodian for the 100 Jefferson Road Mortgage Loan, Pentalpha SurveillanceLLC, as Operating Advisor for the 100 Jefferson Road Mortgage Loan, CoreLogicSolutions, LLC, as Servicing Function Participant for the 100 Jefferson RoadMortgage Loan, Wells Fargo Bank, National Association, as Primary Servicer forthe 1201 Third Avenue Mortgage Loan, LNR Partners, LLC, as Special Servicer forthe 1201 Third Avenue Mortgage Loan, Wilmington Trust, National Association, asTrustee for the 1201 Third Avenue Mortgage Loan, Computershare Trust Company,National Association, as Custodian for the 1201 Third Avenue Mortgage Loan,Park Bridge Lender Services LLC, as Operating Advisor for the 1201 Third AvenueMortgage Loan, CoreLogic Solutions, LLC, as Servicing Function Participant forthe 1201 Third Avenue Mortgage Loan, Wells Fargo Bank, National Association, asPrimary Servicer for the CX - 250 Water Street Mortgage Loan, Argentic ServicesCompany LP, as Special Servicer for the CX - 250 Water Street Mortgage Loan,Computershare Trust Company, National Association, as Trustee for the CX - 250Water Street Mortgage Loan, Computershare Trust Company, National Association,as Custodian for the CX - 250 Water Street Mortgage Loan, BellOak, LLC, asOperating Advisor for the CX - 250 Water Street Mortgage Loan (see Exhibit33.52), and CoreLogic Solutions, LLC, as Servicing Function Participant for theCX - 250 Water Street Mortgage Loan.

 

 

 

 

 

Dated: March 14, 2024

 

 

/s/Helaine M. Kaplan

HelaineM. Kaplan

President

(seniorofficer in charge of securitization of the depositor)