**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: 333-258342-03**

**Central Index Key Number of the issuing entity:0001991192**

**Benchmark 2023-B40 Mortgage Trust**

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

** **

**Central Index Key Number of the depositor: 0001013611**

**J.P. Morgan Chase CommercialMortgage Securities Corp.**

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

** **

**Central Index Key Number of the sponsor: 0000835271**

**JPMorgan Chase 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)**

** **

**Central Index Key Number of the sponsor: 0001541502**

**Goldman Sachs Mortgage Company**

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

** **

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

**Bank of America, NationalAssociation**

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

** **

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

**the issuing entity)** | **13-3789046**

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

**Identification Number)** |
|------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------|

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

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

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

**21045**

**(Zip Code)**

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

**(212) 834-5467**

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 reporting company                    o

                                                                                                                                                       Emerging growthcompany                    o

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

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

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

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

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

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

Not applicable.

 

** **

**EXPLANATORY NOTES**

The Bala Plaza Portfolio Mortgage Loan, theAxis Apartments Mortgage Loan, the 645 North Michigan Avenue Mortgage Loan andthe Fashion Valley Mall Mortgage Loan, which constituted approximately 9.9%,9.9%, 7.8% and 5.2%, respectively, of the asset pool of the issuing entity asof its cut-off date, are each an asset of the issuing entity and are each partof a loan combination that includes (a) with respect to the Bala PlazaPortfolio Mortgage Loan, two other *pari passu* loans, which are notassets of the issuing entity, (b) with respect to the Axis Apartments MortgageLoan, three other *pari passu* loans, which are not assets of the issuingentity, (c) with respect to the 645 North Michigan Avenue Mortgage Loan, oneother *pari passu* loan, which is not an asset of the issuing entity and(d) with respect to the Fashion Valley Mall Mortgage Loan, twenty-one other *paripassu* loans, which are not assets of the issuing entity. These loan combinations,including the Bala Plaza Portfolio Mortgage Loan, the Axis Apartments MortgageLoan, the 645 North Michigan Avenue Mortgage Loan and the Fashion Valley MallMortgage Loan, are being serviced and administered pursuant to the Pooling andServicing Agreement, which is incorporated by reference as Exhibit 4.1 to thisAnnual Report on Form 10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Outlet Shoppes at Atlanta Mortgage Loan,which constituted approximately 4.1% of the asset pool of the issuing entity asof its cut-off date.  The Outlet Shoppes at Atlanta Mortgage Loan is anasset of the issuing entity and is part of a loan combination that includes theOutlet Shoppes at Atlanta Mortgage Loan and two other *pari passu* loans,which are not assets of the issuing entity. A *pari passu* portion of theloan combination was securitized in the BBCMS Mortgage Trust 2023-C22transaction, Commission File Number 333-257737-10 (the “BBCMS 2023-C22Transaction”). This loan combination, including the Outlet Shoppes atAtlanta Mortgage Loan, is being serviced and administered pursuant to thepooling and servicing agreement for the BBCMS 2023-C22 Transaction, which isincorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Sugar Land Town Square Mortgage Loan and thePhiladelphia Marriott Downtown Mortgage Loan, which constituted approximately7.2% and 2.4%, respectively, of the asset pool of the issuing entity as of itscut-off date.  The Sugar Land Town Square Mortgage Loan and thePhiladelphia Marriott Downtown Mortgage Loan are each an asset of the issuingentity and are each part of a loan combination that includes (a) with respectto the Sugar Land Town Square Mortgage Loan, two other *pari passu* loans,which are not assets of the issuing entity or (b) with respect to thePhiladelphia Marriott Downtown Mortgage Loan, eleven other *pari passu*loans, which are not assets of the issuing entity. A *pari passu* portionof each loan combination was securitized in the BBCMS Mortgage Trust 2023-5C23transaction, Commission File Number 333-257737-11 (the “BBCMS 2023-5C23Transaction”). These loan combinations, including the Sugar Land TownSquare Mortgage Loan and the Philadelphia Marriott Downtown Mortgage Loan, arebeing serviced and administered pursuant to the pooling and servicing agreementfor the BBCMS 2023-5C23 Transaction, which is incorporated by reference asExhibit 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 Nvidia Santa Clara Mortgage Loan, whichconstituted approximately 2.1% of the asset pool of the issuing entity as ofits cut-off date.  The Nvidia Santa Clara Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the Nvidia SantaClara Mortgage Loan and four other *pari passu* loans, which are notassets of the issuing entity. A *pari passu* portion of the loancombination was securitized in the BANK5 2023-5YR4 transaction, Commission FileNumber 333-257991-08 (the “BANK5 2023-5YR4 Transaction”). This loancombination, including the Nvidia Santa Clara Mortgage Loan, is being servicedand administered pursuant to the pooling and servicing agreement for the BANK52023-5YR4 Transaction, which is incorporated by reference as Exhibit 4.4 tothis Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Arundel Mills and Marketplace Mortgage Loan,which constituted approximately 5.2% of the asset pool of the issuing entity asof its cut-off date.  The Arundel Mills and Marketplace Mortgage Loan isan asset of the issuing entity and is part of a loan combination that includesthe Arundel Mills and Marketplace Mortgage Loan and fifteen other *pari passu*loans, which are not assets of the issuing entity. A *pari passu* portionof the loan combination was securitized in the MSWF Commercial Mortgage Trust2023-2 transaction, Commission File Number 333-257991-09 (the “MSWF 2023-2Transaction”). This loan combination, including the Arundel Mills andMarketplace Mortgage Loan, is being serviced and administered pursuant to thepooling and servicing agreement for the MSWF 2023-2 Transaction, which isincorporated by reference as Exhibit 4.5 to this Annual Report on Form 10-K.

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

Midland Loan Services, a Divisionof PNC Bank, National Association is the master servicer of the mortgage loansserviced under the Pooling and Servicing Agreement and the primary servicer ofthe Sugar Land Town Square Mortgage Loan, the Outlet Shoppes at AtlantaMortgage Loan, the Philadelphia Marriott Downtown Mortgage Loan and the NvidiaSanta Clara Mortgage Loan. As a result, Midland Loan Services, a Division ofPNC 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 Midland Loan Services, a Division of PNCBank, National Association in the capacities described above are listed in theExhibit Index.

LNR Partners, LLC is the specialservicer of the mortgage loans serviced under the Pooling and ServicingAgreement, the Sugar Land Town Square Mortgage Loan and the PhiladelphiaMarriott Downtown Mortgage Loan. As a result, LNR Partners, LLC is a “servicer”as defined in Item 1108(a)(2)(iii) of Regulation AB, in the capacitiesdescribed above, because it is servicing mortgage loans that constituted 10% ormore of the assets of the issuing entity as of its cut-off date. Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements delivered by LNRPartners, LLC in the capacities described above are listed in the ExhibitIndex.

Computershare Trust Company,National Association is the custodian of the mortgage loans serviced under thePooling and Servicing Agreement, the Sugar Land Town Square Mortgage Loan, theArundel Mills and Marketplace Mortgage Loan, the Outlet Shoppes at AtlantaMortgage Loan, the Philadelphia Marriott Downtown Mortgage Loan and the NvidiaSanta Clara Mortgage Loan.  As a result, Computershare Trust Company,National Association is a servicing function participant in the capacitiesdescribed above, because it is servicing mortgage loans that constituted 5% ormore of the assets of the issuing entity as of its cut-off date. Theassessments of compliance with applicable servicing criteria and accountants’attestation reports delivered by Computershare Trust Company, NationalAssociation in the capacities described above are listed in the Exhibit Index.

Pentalpha Surveillance LLC is theoperating advisor of the mortgage loans serviced under the Pooling andServicing Agreement and the Outlet Shoppes at Atlanta Mortgage Loan.  As aresult, Pentalpha Surveillance LLC is a servicing function participant in thecapacities described above, because it is servicing mortgage loans thatconstituted 5% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria andaccountants’ attestation reports delivered by Pentalpha Surveillance LLC in thecapacities described above are listed in the Exhibit Index.

Park Bridge Lender Services LLC isthe operating advisor of the Sugar Land Town Square Mortgage Loan, thePhiladelphia Marriott Downtown Mortgage Loan and the Nvidia Santa ClaraMortgage 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 Axis Apartments Mortgage Loan, theBala Plaza Portfolio Mortgage Loan, the 645 North Michigan Avenue MortgageLoan, the Fashion Valley Mall Mortgage Loan, the Outlet Shoppes at AtlantaMortgage Loan, the Sugar Land Town Square Mortgage Loan, the PhiladelphiaMarriott Downtown Mortgage Loan, the Nvidia Santa Clara Mortgage Loan and theArundel Mills and Marketplace Mortgage Loan.  Pursuant to the Pooling andServicing Agreement, the pooling and servicing agreement for the BBCMS 2023-C22Transaction, the pooling and servicing agreement for the BBCMS 2023-5C23Transaction, the pooling and servicing agreement for the BANK5 2023-5YR4Transaction and the pooling and servicing agreement for the MSWF 2023-2Transaction, 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 of theAxis Apartments Mortgage Loan, the Bala Plaza Portfolio Mortgage Loan, the 645North Michigan Avenue Mortgage Loan, the Fashion Valley Mall Mortgage Loan, theOutlet Shoppes at Atlanta Mortgage Loan, the Sugar Land Town Square MortgageLoan, the Philadelphia Marriott Downtown Mortgage Loan, the Nvidia Santa ClaraMortgage Loan and the Arundel Mills and Marketplace Mortgage Loan havedelivered one or more assessments of compliance with respect to Item1122(d)(2)(iii) of Regulation 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 primary servicer of the Arundel Mills and MarketplaceMortgage Loan to remit tax payments received from the escrow accounts ofborrowers to local taxing authorities, to report tax amounts due, to verify taxparcel information, and to verify non-escrow tax payments. These servicingfunctions are included within the servicing criteria set forth in Items1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB.  Therefore, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this vendoris a “servicer” for the purposes of Item 1122 of Regulation AB.  *See*Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements of the certificateadministrator of the Outlet Shoppes at Atlanta Mortgage Loan, the Sugar LandTown Square Mortgage Loan, the Philadelphia Marriott Downtown Mortgage Loan,the Nvidia Santa Clara Mortgage Loan and the Arundel Mills and Marketplace MortgageLoan are 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 Outlet Shoppes at Atlanta Mortgage Loan, theNvidia Santa Clara Mortgage Loan and the Arundel Mills and Marketplace MortgageLoan, (i) the reports on assessment of compliance with servicing criteria andattestation reports on assessment of compliance with servicing criteria ofRialto Capital Advisors, LLC as special servicer of the Outlet Shoppes atAtlanta Mortgage Loan and KeyBank National Association as special servicer ofthe Nvidia Santa Clara Mortgage Loan, listed on the Exhibit Index are omittedfrom this Annual Report on Form 10-K as they are not required to be included onthis Annual Report on Form 10-K per Instruction 3 to Item 1122 of Regulation ABbecause they are parties performing activities that address servicing criteriarelating to 5% or less of the assets of the issuing entity; and (ii) theservicer compliance statements of Rialto Capital Advisors, LLC as specialservicer of the Outlet Shoppes at Atlanta Mortgage Loan, KeyBank NationalAssociation as special servicer of the Nvidia Santa Clara Mortgage Loan, WellsFargo Bank, National Association as primary servicer of the Arundel Mills andMarketplace Mortgage Loan and Argentic Services Company LP as special servicerof the Arundel Mills and Marketplace Mortgage Loan, listed on the Exhibit Indexare omitted from this Annual Report on Form 10-K as they are not required byItem 1123 of Regulation AB to be included on this Annual Report on Form 10-Kbecause they are each an unaffiliated party that is not a “servicer” that meetsthe criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

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

None.

**Item 1C.  Cybersecurity.**

Omitted.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6.  [Reserved]**

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

Omitted.

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

Omitted.

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

Omitted.

**Item 9.  Changes in and Disagreements With Accountantson 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 Related Transactions,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 December 13, 2023 pursuant to Rule 424(b)(2).

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

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

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Outlet Shoppes at AtlantaMortgage Loan, which is being serviced and administered pursuant to the poolingand servicing agreement for the BBCMS 2023-C22 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to thepooling and servicing agreement for the BBCMS 2023-C22 Transaction incorporatedby reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the BBCMS 2023-C22Transaction 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 Sugar Land Town Square MortgageLoan and the Philadelphia Marriott Downtown Mortgage Loan, which are beingserviced and administered pursuant to the pooling and servicing agreement forthe BBCMS 2023-5C23 Transaction, are attached hereto under Item 15 to thisAnnual Report on Form 10-K. Attached as Exhibit AA to the pooling and servicingagreement for the BBCMS 2023-5C23 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 BBCMS 2023-5C23Transaction 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 Nvidia Santa Clara Mortgage Loan,which is being serviced and administered pursuant to the pooling and servicingagreement for the BANK5 2023-5YR4 Transaction, are attached hereto under Item15 to this Annual Report on Form 10-K. Attached as Exhibit AA to the poolingand servicing agreement for the BANK5 2023-5YR4 Transaction incorporated byreference as Exhibit 4.4 to this Annual Report on Form 10-K is a chart identifyingthe entities participating in a servicing function for the BANK5 2023-5YR4Transaction 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 Arundel Mills and MarketplaceMortgage Loan, which is being serviced and administered pursuant to the poolingand servicing agreement for the MSWF 2023-2 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit Z to thepooling and servicing agreement for the MSWF 2023-2 Transaction incorporated byreference as Exhibit 4.5 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the MSWF2023-2 Transaction responsible for each applicable servicing criteria set forthin Item 1122(d).

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

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

**PART IV**

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

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

(1) Not applicable

(2) Not applicable

(3) See below

 

4.1          Pooling and Servicing Agreement, dated as of December 1,2023, between J.P. Morgan Chase Commercial Mortgage Securities Corp., asDepositor, Midland Loan Services, a Division of PNC Bank, National Association,as Master Servicer, LNR Partners, LLC, as Special Servicer, Computershare TrustCompany, National Association, as Certificate Administrator, ComputershareTrust Company, National Association, as Trustee, and Pentalpha SurveillanceLLC, as Operating Advisor and as Asset Representations Reviewer (filed asExhibit 4.1 to the registrant’s Current Report on Form 8-K filed on December13, 2023 under Commission File No. 333-258342-03 and incorporated by referenceherein).

4.2          Pooling and Servicing Agreement, dated as of November 1,2023, among Barclays Commercial Mortgage Securities LLC, as Depositor, MidlandLoan Services, a Division of PNC Bank, National Association, as MasterServicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare TrustCompany, National Association, as Certificate Administrator and as Trustee, andPentalpha Surveillance LLC, as Operating Advisor and as Asset RepresentationsReviewer (filed as Exhibit 4.4 to the registrant’s Current Report on Form 8-Kfiled on December 13, 2023 under Commission File No. 333-258342-03 andincorporated by reference herein).

4.3          Pooling and Servicing Agreement, dated as of December 1,2023, among Barclays Commercial Mortgage Securities LLC, as Depositor, MidlandLoan Services, a Division of PNC Bank, National Association, as MasterServicer, LNR Partners, LLC, as Special Servicer, Computershare Trust Company,National Association, as Certificate Administrator and as Trustee, and ParkBridge Lender Services LLC, as Operating Advisor and as Asset RepresentationsReviewer (filed as Exhibit 4.2 to the registrant’s Current Report on Form 8-Kfiled on December 13, 2023 under Commission File No. 333-258342-03 andincorporated by reference herein).

4.4          Pooling and Servicing Agreement, dated as of December 1,2023, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,Wells Fargo Bank, National Association, as Master Servicer, KeyBank NationalAssociation, as Special Servicer, Computershare Trust Company, NationalAssociation, as Certificate Administrator and as Trustee, and Park BridgeLender Services LLC, as Operating Advisor and as Asset Representations Reviewer(filed as Exhibit 4.5 to the registrant’s Current Report on Form 8-K filed onDecember 13, 2023 under Commission File No. 333-258342-03 and incorporated byreference herein).

4.5          Pooling and Servicing Agreement, dated as of December 1,2023, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,Wells Fargo Bank, National Association, as Master Servicer, Argentic ServicesCompany LP, as Special Servicer, Computershare Trust Company, NationalAssociation, as Certificate Administrator and as Trustee, and BellOak, LLC, asOperating Advisor and as Asset Representations Reviewer (filed as Exhibit 4.3to the registrant’s Current Report on Form 8-K/A filed on December 21, 2023under Commission File No. 333-258342-03 and incorporated by reference herein).  

4.6          Co-Lender Agreement, dated as of December 11, 2023, byand between Citi Real Estate Funding Inc., as Initial Note A-1 Holder, CitiReal Estate Funding Inc., as Initial Note A-2 Holder, Citi Real Estate FundingInc., as Initial Note A-3 Holder, and Citi Real Estate Funding Inc., as InitialNote A-4 Holder (filed as Exhibit 4.6 to the registrant’s Current Report onForm 8-K/A filed on December 21, 2023 under Commission File No. 333-258342-03and incorporated by reference herein).

4.7          Co-Lender Agreement, dated as of December 4, 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 4.7 to the registrant’sCurrent Report on Form 8-K filed on December 13, 2023 under Commission File No.333-258342-03 and incorporated by reference herein).

4.8          Co-Lender Agreement, dated as of November 27, 2023, byand between Citi Real Estate Funding Inc., as Initial Note A-1 Holder, and CitiReal Estate Funding Inc., as Initial Note A-2 Holder (filed as Exhibit 4.8 tothe registrant’s Current Report on Form 8-K filed on December 13, 2023 underCommission File No. 333-258342-03 and incorporated by reference herein).

4.9          Co-Lender Agreement, dated as of November 3, 2023, by andbetween Argentic Real Estate Finance 2 LLC, as Initial Note A-1-1 Holder,Argentic Real Estate Finance 2 LLC, as Initial Note A-1-2 Holder, and GoldmanSachs Bank USA, as Initial Note A-2 Holder (filed as Exhibit 4.9 to theregistrant’s Current Report on Form 8-K filed on December 13, 2023 underCommission File No. 333-258342-03 and incorporated by reference herein).

4.10        Agreement Between Note Holders, dated as of May 25, 2023,by and between Bank of America, N.A., as Initial Note A-1-1 Holder, Bank ofAmerica, N.A., as Initial Note A-1-2 Holder, Bank of America, N.A., as InitialNote A-1-3 Holder, Bank of America, N.A., as Initial Note A-1-4 Holder,JPMorgan Chase Bank, National Association, as Initial Note A-2-1 Holder,JPMorgan Chase Bank, National Association, as Initial Note A-2-2 Holder,JPMorgan Chase Bank, National Association, as Initial Note A-2-3 Holder,JPMorgan Chase Bank, National Association, as Initial Note A-2-4 Holder, Bankof Montreal, as Initial Note A-3-1 Holder, Bank of Montreal, as Initial NoteA-3-2 Holder, Bank of Montreal, as Initial Note A-3-3 Holder, Bank of Montreal,as Initial Note A-3-4 Holder, Bank of Montreal, as Initial Note A-3-5 Holder,Bank of Montreal, as Initial Note A-3-6 Holder, Barclays Capital Real EstateInc., as Initial Note A-4-1 Holder, and Barclays Capital Real Estate Inc., asInitial Note A-4-2 Holder (filed as Exhibit 4.10 to the registrant’s CurrentReport on Form 8-K filed on December 13, 2023 under Commission File No.333-258342-03 and incorporated by reference herein).

4.11        Agreement Between Note Holders, dated as of October 5,2023, by and between Wells Fargo Bank, National Association, as Initial NoteA-1-1 Holder, Wells Fargo Bank, National Association, as Initial Note A-1-2Holder, Wells Fargo Bank, National Association, as Initial Note A-1-3 Holder,Wells Fargo Bank, National Association, as Initial Note A-1-4 Holder, SociétéGénérale Financial Corporation, as Initial Note A-2-1 Holder, Société generalFinancial Corporation, as Initial Note A-2-2 Holder, Société Générale FinancialCorporation, as Initial Note A-2-3 Holder, Société general FinancialCorporation, as Initial Note A-2-4 Holder, DBR Investments Co. Limited, asInitial Note A-3-1 Holder, DBR Investments Co. Limited, as Initial Note A-3-2Holder, DBR Investments Co. Limited, as Initial Note A-3-3 Holder, DBRInvestments Co. Limited, as Initial Note A-3-4 Holder, DBR Investments Co.Limited, as Initial Note A-3-5 Holder, Citi Real Estate Funding Inc., asInitial Note A-4-1 Holder, Citi Real Estate Funding Inc., as Initial Note A-4-2Holder, and Citi Real Estate Funding Inc., as Initial Note A-4-3 Holder (filedas Exhibit 4.11 to the registrant’s Current Report on Form 8-K filed onDecember 13, 2023 under Commission File No. 333-258342-03 and incorporated byreference herein).

4.12        Agreement Between Note Holders, dated as of October 3,2023, by and between Barclays Capital Real Estate Inc., as Initial Note A-1Holder, Barclays Capital Real Estate Inc., as Initial Note A-2 Holder, andGoldman Sachs Bank USA, as Initial Note A-3 Holder (filed as Exhibit 4.1 to theregistrant’s Current Report on Form 8-K filed on December 13, 2023 underCommission File No. 333-258342-03 and incorporated by reference herein).

4.13        Agreement Between Note Holders, dated as of October 25,2023, by and between Barclays Capital Real Estate Inc., as Initial Note A-1Holder, JPMorgan Chase Bank National Association, as Initial Note A-2 Holder,Wells Fargo Bank, National Association, as Initial Note A-3 Holder, BarclaysCapital Real Estate Inc., as Initial Note A-4 Holder, JPMorgan Chase BankNational Association, as Initial Note A-5 Holder, Wells Fargo Bank, NationalAssociation, as Initial Note A-6 Holder, Barclays Capital Real Estate Inc., asInitial Note A-7 Holder, JPMorgan Chase Bank National Association, as InitialNote A-8 Holder, Wells Fargo Bank, National Association, as Initial Note A-9Holder, Wells Fargo Bank, National Association, as Initial Note A-10 Holder,JPMorgan Chase Bank National Association, as Initial Note A-11 Holder, andJPMorgan Chase Bank National Association, as Initial Note A-12 Holder (filed asExhibit 4.13 to the registrant’s Current Report on Form 8-K filed on December13, 2023 under Commission File No. 333-258342-03 and incorporated by referenceherein).

4.14        Co-Lender Agreement, dated as of November 17, 2023 by andamong JPMorgan Chase Bank, National Association, as Initial Note A-1 Holder,JPMorgan Chase Bank, National Association, as Initial Note A-2 Holder, JPMorganChase Bank, National Association, as Initial Note A-3 Holder, JPMorgan ChaseBank, National Association, as Initial Note A-4 Holder, and JPMorgan ChaseBank, National Association, as Initial Note A-5 Holder (filed as Exhibit 4.14to the registrant’s Current Report on Form 8-K filed on December 13, 2023 underCommission File No. 333-258342-03 and incorporated by reference herein).

4.15        Primary Servicing Agreement, dated as of December 1,2023, by and between Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Primary Servicer, and Wells Fargo Bank, National Association,as Master Servicer (filed as Exhibit 99.5 to the registrant’s Current Report onForm 8-K filed on December 13, 2023 under Commission File No. 333-258342-03 andincorporated by reference herein).

 

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

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

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

33.2        LNR Partners, 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        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Bala Plaza Portfolio MortgageLoan (see Exhibit 33.1)

33.7        LNR Partners, LLC, as Special Servicer of the BalaPlaza Portfolio Mortgage Loan (see Exhibit 33.2)

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

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

33.10      Pentalpha Surveillance LLC, as Operating Advisor ofthe Bala Plaza Portfolio Mortgage Loan (see Exhibit 33.5)

33.11      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Axis Apartments Mortgage Loan(see Exhibit 33.1)

33.12      LNR Partners, LLC, as Special Servicer of the AxisApartments Mortgage Loan (see Exhibit 33.2)

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

33.14      Computershare Trust Company, National Association,as Custodian of the Axis Apartments Mortgage Loan (see Exhibit 33.4)

33.15      Pentalpha Surveillance LLC, as Operating Advisor ofthe Axis Apartments Mortgage Loan (see Exhibit 33.5)

33.16      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 645 North Michigan AvenueMortgage Loan (see Exhibit 33.1)

33.17      LNR Partners, LLC, as Special Servicer of the 645North Michigan Avenue Mortgage Loan (see Exhibit 33.2)

33.18      Computershare Trust Company, National Association, as Trustee of the 645 NorthMichigan Avenue Mortgage Loan (Omitted. See Explanatory Notes.)

33.19      Computershare Trust Company, National Association,as Custodian of the 645 North Michigan Avenue Mortgage Loan (see Exhibit 33.4)

33.20      Pentalpha Surveillance LLC, as Operating Advisor ofthe 645 North Michigan Avenue Mortgage Loan (see Exhibit 33.5)

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

33.22      LNR Partners, LLC, as Special Servicer of theFashion Valley Mall Mortgage Loan (see Exhibit 33.2)

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

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

33.25      Pentalpha Surveillance LLC, as Operating Advisor ofthe Fashion Valley Mall Mortgage Loan (see Exhibit 33.5)

33.26      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Outlet Shoppes at AtlantaMortgage Loan (see Exhibit 33.1)

33.27      Rialto Capital Advisors, LLC, as Special Servicer of the Outlet Shoppes atAtlanta Mortgage Loan (Omitted. See Explanatory Notes.)

33.28      Computershare Trust Company, National Association, as Trustee of the OutletShoppes at Atlanta Mortgage Loan (Omitted. See Explanatory Notes.) 

33.29      Computershare Trust Company, National Association,as Custodian of the Outlet Shoppes at Atlanta Mortgage Loan (see Exhibit 33.4)

33.30      Pentalpha Surveillance LLC, as Operating Advisor ofthe Outlet Shoppes at Atlanta Mortgage Loan (see Exhibit 33.5)

33.31      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Sugar Land Town SquareMortgage Loan (see Exhibit 33.1)

33.32      LNR Partners, LLC, as Special Servicer of the SugarLand Town Square Mortgage Loan (see Exhibit 33.2)

33.33      Computershare Trust Company, National Association, as Trustee of the Sugar LandTown Square Mortgage Loan (Omitted. See Explanatory Notes.)

33.34      Computershare Trust Company, National Association,as Custodian of the Sugar Land Town Square Mortgage Loan (see Exhibit 33.4)

33.35      Park Bridge Lender Services LLC, as OperatingAdvisor of the Sugar Land Town Square Mortgage Loan

33.36      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Philadelphia Marriott DowntownMortgage Loan (see Exhibit 33.1)

33.37      LNR Partners, LLC, as Special Servicer of thePhiladelphia Marriott Downtown Mortgage Loan (see Exhibit 33.2)

33.38      Computershare Trust Company, National Association, as Trustee of thePhiladelphia Marriott Downtown Mortgage Loan (Omitted. See Explanatory Notes.)

33.39      Computershare Trust Company, National Association,as Custodian of the Philadelphia Marriott Downtown Mortgage Loan (see Exhibit33.4)

33.40      Park Bridge Lender Services LLC, as OperatingAdvisor of the Philadelphia Marriott Downtown Mortgage Loan (see Exhibit 33.35)

33.41      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Nvidia Santa Clara MortgageLoan (see Exhibit 33.1)

33.42      KeyBank National Association, as Special Servicer of the Nvidia Santa ClaraMortgage Loan (Omitted. See Explanatory Notes.)

33.43      Computershare Trust Company, National Association, as Trustee of the NvidiaSanta Clara Mortgage Loan (Omitted. See Explanatory Notes.)

33.44      Computershare Trust Company, National Association,as Custodian of the Nvidia Santa Clara Mortgage Loan (see Exhibit 33.4)

33.45      Park Bridge Lender Services LLC, as OperatingAdvisor of the Nvidia Santa Clara Mortgage Loan (see Exhibit 33.35)

33.46      Wells Fargo Bank, National Association, as PrimaryServicer of the Arundel Mills and Marketplace Mortgage Loan

33.47      Argentic Services Company LP, as Special Servicerof the Arundel Mills and Marketplace Mortgage Loan

33.48      Computershare Trust Company, National Association, as Trustee of the ArundelMills and Marketplace Mortgage Loan (Omitted. See Explanatory Notes.)

33.49      Computershare Trust Company, National Association,as Custodian of the Arundel Mills and Marketplace Mortgage Loan (see Exhibit33.4)

33.50      BellOak, LLC, as Operating Advisor of the ArundelMills and Marketplace Mortgage Loan

33.51      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Arundel Mills and Marketplace Mortgage Loan

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

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

34.2        LNR Partners, LLC, as Special Servicer

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

34.4        Computershare Trust Company, National Association,as Custodian

34.5        Pentalpha Surveillance LLC, as Operating Advisor

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

34.7        LNR Partners, LLC, as Special Servicer of the BalaPlaza Portfolio Mortgage Loan (see Exhibit 34.2)

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

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

34.10      Pentalpha Surveillance LLC, as Operating Advisor ofthe Bala Plaza Portfolio Mortgage Loan (see Exhibit 34.5)

34.11      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Axis Apartments Mortgage Loan(see Exhibit 34.1)

34.12      LNR Partners, LLC, as Special Servicer of the AxisApartments Mortgage Loan (see Exhibit 34.2)

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

34.14      Computershare Trust Company, National Association,as Custodian of the Axis Apartments Mortgage Loan (see Exhibit 34.4)

34.15      Pentalpha Surveillance LLC, as Operating Advisor ofthe Axis Apartments Mortgage Loan (see Exhibit 34.5)

34.16      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 645 North Michigan AvenueMortgage Loan (see Exhibit 34.1)

34.17      LNR Partners, LLC, as Special Servicer of the 645North Michigan Avenue Mortgage Loan (see Exhibit 34.2)

34.18      Computershare Trust Company, National Association, as Trustee of the 645 NorthMichigan Avenue Mortgage Loan (Omitted. See Explanatory Notes.)

34.19      Computershare Trust Company, National Association,as Custodian of the 645 North Michigan Avenue Mortgage Loan (see Exhibit 34.4)

34.20      Pentalpha Surveillance LLC, as Operating Advisor ofthe 645 North Michigan Avenue Mortgage Loan (see Exhibit 34.5)

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

34.22      LNR Partners, LLC, as Special Servicer of theFashion Valley Mall Mortgage Loan (see Exhibit 34.2)

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

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

34.25      Pentalpha Surveillance LLC, as Operating Advisor ofthe Fashion Valley Mall Mortgage Loan (see Exhibit 34.5)

34.26      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Outlet Shoppes at AtlantaMortgage Loan (see Exhibit 34.1)

34.27      Rialto Capital Advisors, LLC, as Special Servicer of the Outlet Shoppes atAtlanta Mortgage Loan (Omitted. See Explanatory Notes.)

34.28      Computershare Trust Company, National Association, as Trustee of the OutletShoppes at Atlanta Mortgage Loan (Omitted. See Explanatory Notes.) 

34.29      Computershare Trust Company, National Association,as Custodian of the Outlet Shoppes at Atlanta Mortgage Loan (see Exhibit 34.4)

34.30      Pentalpha Surveillance LLC, as Operating Advisor ofthe Outlet Shoppes at Atlanta Mortgage Loan (see Exhibit 34.5)

34.31      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Sugar Land Town SquareMortgage Loan (see Exhibit 34.1)

34.32      LNR Partners, LLC, as Special Servicer of the SugarLand Town Square Mortgage Loan (see Exhibit 34.2)

34.33      Computershare Trust Company, National Association, as Trustee of the Sugar LandTown Square Mortgage Loan (Omitted. See Explanatory Notes.)

34.34      Computershare Trust Company, National Association,as Custodian of the Sugar Land Town Square Mortgage Loan (see Exhibit 34.4)

34.35      Park Bridge Lender Services LLC, as OperatingAdvisor of the Sugar Land Town Square Mortgage Loan

34.36      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Philadelphia Marriott DowntownMortgage Loan (see Exhibit 34.1)

34.37      LNR Partners, LLC, as Special Servicer of thePhiladelphia Marriott Downtown Mortgage Loan (see Exhibit 34.2)

34.38      Computershare Trust Company, National Association, as Trustee of thePhiladelphia Marriott Downtown Mortgage Loan (Omitted. See Explanatory Notes.)

34.39      Computershare Trust Company, National Association,as Custodian of the Philadelphia Marriott Downtown Mortgage Loan (see Exhibit34.4)

34.40      Park Bridge Lender Services LLC, as OperatingAdvisor of the Philadelphia Marriott Downtown Mortgage Loan (see Exhibit 34.35)

34.41      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Nvidia Santa Clara MortgageLoan (see Exhibit 34.1)

34.42      KeyBank National Association, as Special Servicer of the Nvidia Santa ClaraMortgage Loan (Omitted. See Explanatory Notes.)

34.43      Computershare Trust Company, National Association, as Trustee of the NvidiaSanta Clara Mortgage Loan (Omitted. See Explanatory Notes.)

34.44      Computershare Trust Company, National Association,as Custodian of the Nvidia Santa Clara Mortgage Loan (see Exhibit 34.4)

34.45      Park Bridge Lender Services LLC, as OperatingAdvisor of the Nvidia Santa Clara Mortgage Loan (see Exhibit 34.35)

34.46      Wells Fargo Bank, National Association, as PrimaryServicer of the Arundel Mills and Marketplace Mortgage Loan

34.47      Argentic Services Company LP, as Special Servicerof the Arundel Mills and Marketplace Mortgage Loan

34.48      Computershare Trust Company, National Association, as Trustee of the ArundelMills and Marketplace Mortgage Loan (Omitted. See Explanatory Notes.)

34.49      Computershare Trust Company, National Association,as Custodian of the Arundel Mills and Marketplace Mortgage Loan (see Exhibit34.4)

34.50      BellOak, LLC, as Operating Advisor of the ArundelMills and Marketplace Mortgage Loan

34.51      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Arundel Mills and Marketplace Mortgage Loan

35           Servicer compliance statements.

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

35.2        LNR Partners, LLC, as Special Servicer

35.3        Computershare Trust Company, National Association,as Certificate Administrator

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

35.5        LNR Partners, LLC, as Special Servicer of the BalaPlaza Portfolio Mortgage Loan (see Exhibit 35.2)

35.6        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Axis Apartments Mortgage Loan(see Exhibit 35.1)

35.7        LNR Partners, LLC, as Special Servicer of the AxisApartments Mortgage Loan (see Exhibit 35.2)

35.8        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 645 North Michigan AvenueMortgage Loan (see Exhibit 35.1)

35.9        LNR Partners, LLC, as Special Servicer of the 645North Michigan Avenue Mortgage Loan (see Exhibit 35.2)

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

35.11      LNR Partners, LLC, as Special Servicer of theFashion Valley Mall Mortgage Loan (see Exhibit 35.2)

35.12      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Outlet Shoppes at AtlantaMortgage Loan (see Exhibit 35.1)

35.13      Rialto Capital Advisors, LLC, as Special Servicer of the Outlet Shoppes atAtlanta Mortgage Loan (Omitted. See Explanatory Notes.)

35.14      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Sugar Land Town SquareMortgage Loan (see Exhibit 35.1)

35.15      LNR Partners, LLC, as Special Servicer of the SugarLand Town Square Mortgage Loan (see Exhibit 35.2)

35.16      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Philadelphia Marriott DowntownMortgage Loan (see Exhibit 35.1)

35.17      LNR Partners, LLC, as Special Servicer of the PhiladelphiaMarriott Downtown Mortgage Loan (see Exhibit 35.2)

35.18      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Nvidia Santa Clara MortgageLoan (see Exhibit 35.1)

35.19      KeyBank National Association, as Special Servicer of the Nvidia Santa ClaraMortgage Loan (Omitted. See Explanatory Notes.)

35.20      Wells Fargo Bank, National Association, as Primary Servicer of the Arundel Millsand Marketplace Mortgage Loan (Omitted. See Explanatory Notes.)  

35.21      Argentic Services Company LP, as Special Servicer of the Arundel Mills andMarketplace Mortgage Loan (Omitted. See Explanatory Notes.)

99.1        Mortgage Loan Purchase Agreement, dated as of December 21,2023, between J.P. Morgan Chase Commercial Mortgage Securities Corp. andJPMorgan Chase Bank, National Association (filed as Exhibit 99.1 to theregistrant’s Current Report on Form 8-K filed on December 13, 2023 underCommission File No. 333-258342-03 and incorporated by reference herein).

99.2        Mortgage Loan Purchase Agreement, dated as of December21, 2023, between J.P. Morgan Chase Commercial Mortgage Securities Corp. andCiti Real Estate Funding Inc. (filed as Exhibit 99.2 to the registrant’sCurrent Report on Form 8-K/A filed on December 21, 2023 under Commission FileNo. 333-258342-03 and incorporated by reference herein).

99.3        Mortgage Loan Purchase Agreement, dated as of December21, 2023, between J.P. Morgan Chase Commercial Mortgage Securities Corp. andGoldman Sachs Mortgage Company (filed as Exhibit 99.3 to the registrant’sCurrent Report on Form 8-K filed on December 13, 2023 under Commission File No.333-258342-03 and incorporated by reference herein).

99.4        Mortgage Loan Purchase Agreement, dated as of December21, 2023, between J.P. Morgan Chase Commercial Mortgage Securities Corp. andBank of America, National Association (filed as Exhibit 99.4 to theregistrant’s Current Report on Form 8-K filed on December 13, 2023 underCommission File No. 333-258342-03 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.

J.P. Morgan Chase CommercialMortgage Securities Corp.(Depositor)

/s/ KunalK. Singh

Kunal K.Singh, President and Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 14, 2024