UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
or
o TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to
_____
Commission file number of issuing entity: 333-255934-05
Central Index Key Number of the issuing entity: 0001972920
BMO 2023-C5 Mortgage Trust
(exact name of issuing entity as specified in its
charter)
Central Index Key Number of the depositor: 0001861132
BMO Commercial Mortgage Securities LLC
(exact name of the depositor as specified in its
charter)
Central Index Key Number of the sponsor:
0000927971
Bank of Montreal
(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:
0001089877
KeyBank National Association
(exact name of the sponsor as specified in
its charter)
Central Index Key Number of the sponsor: 0001722518
Zions Bancorporation, N.A.
(exact name of the sponsor as specified in
its charter)
Central Index Key Number of the
sponsor:0001685185
BSPRT CMBS Finance, LLC
(exact name of the sponsor as specified in
its charter)
Central Index Key Number of the sponsor: 0001840727
3650 Real Estate Investment Trust 2 LLC
(exact name of the sponsor as specified in
its charter)
Central Index Key Number of the sponsor: 0001548405
Starwood Mortgage Capital LLC
(exact name of the sponsor as specified in
its charter)
Central Index Key Number of the sponsor: 0001541294
German American Capital Corporation
(exact name of the sponsor as specified in
its charter)
Central Index Key Number of the sponsor: 0001685185
UBS AG
(exact name of the sponsor as specified in
its charter)
New York
(State or other jurisdiction of incorporation or organization)
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37-2078925
38-4258192
38-4258193
(I.R.S. Employer Identification Numbers)
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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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 file
reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ___ No X
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No ___
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
such files).
Not applicable.
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large
accelerated 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 X
Smaller reporting company ___
Emerging growth
company ___
If an emerging
growth company, indicate by check mark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ___
Indicate by check mark whether the registrant has filed a report
on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm
that 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 registrant
included in the filing reflect the correction of an error to previously issued
financial statements. ___
Indicate by check mark whether any of those error corrections are
restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant
recovery 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-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrant's most
recently completed second fiscal quarter.
Not applicable.
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
Not applicable.
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1)Any annual report to security holders;
(2) Any proxy or information statement; and (3)Any prospectus filed pursuant to
Rule 424(b) or (c) under the Securities Act of 1933. The listed documents
should be clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 24, 1980).
Not applicable.
EXPLANATORY NOTES
1. The 800 Cesar Chavez mortgage loan, which represented
approximately 1.5% of the initial pool balance of the issuing entity, is part
of a whole loan comprised of the subject mortgage loan included in the issuing
entity and one or more companion loan(s) that are held outside the issuing
entity. The 800 Cesar Chavez mortgage loan and each of the related
companion loans are serviced pursuant to the 3650R 2022-PF2 PSA (as defined in
Item 15 below).
2. The Great Lakes Crossing Outlets mortgage loan, which
represented approximately 5.7% of the initial pool balance of the issuing
entity, is part of a whole loan comprised of the subject mortgage loan included
in the issuing entity and one or more companion loan(s) that are held outside
the issuing entity. The Pacific Design Center mortgage loan, which represented
approximately 2.3% of the initial pool balance of the issuing entity, is part
of a whole loan comprised of the subject mortgage loan included in the issuing
entity and one or more companion loan(s) that are held outside the issuing
entity. The Great Lakes Crossing Outlets mortgage loan and the Pacific
Design Center mortgage loan and each of the related companion loan(s) were
serviced pursuant to the Benchmark 2023-B38 PSA (as defined in Item 15 below).
3. The Harborside 2-3 mortgage loan, which represented
approximately 4.6% of the initial pool balance of the issuing entity, is part
of a whole loan comprised of the subject mortgage loan included in the issuing
entity and one or more companion loan(s) that are held outside the issuing
entity. The Harborside 2-3 mortgage loan and each of the related companion
loan(s) were serviced pursuant to the Benchmark 2023-V2 PSA (as defined in Item
15 below).
4. The La Habra Marketplace mortgage loan, which represented
approximately 2.3% of the initial pool balance of the issuing entity, is part
of a whole loan comprised of the subject mortgage loan included in the issuing
entity and one or more companion loan(s) that are held outside the issuing
entity. The La Habra Marketplace mortgage loan and each of the related
companion loan(s) were serviced pursuant to the BMO 2022-C3 PSA (as defined in
Item 15 below) prior to October
5, 2023. The La Habra Marketplace mortgage loan and each of the related
companion loan(s) are serviced pursuant to BBCMS 2023-C21 PSA (as defined in
Item 15 below) on and after October 5, 2023.
5. The Oak Street NLP Fund Portfolio mortgage loan, which
represented approximately 4.6% of the initial pool balance of the issuing
entity, is part of a whole loan comprised of the subject mortgage loan included
in the issuing entity and one or more companion loan(s) that are held outside
the issuing entity. The Oak Street NLP Fund Portfolio mortgage loan and
each of the related companion loan(s) were serviced pursuant to the OAKST
2023-NLP TSA (as defined in Item 15 below). Effective as of December 7,
2023, Computershare Trust Company, N.A. has resigned as trustee under the OAKST
2023-NLP TSA and Wilmington Trust, National Association has been appointed as
successor trustee under the OAKST 2023-NLP TSA, as disclosed in the Current
Report on Form 8-K dated December 7, 2023, and filed by the registrant on
December 13, 2023 under Commission File No. 333-255934-05.
6. Pursuant to Instruction 3 to Item 1122 of
Regulation AB, the report on assessment of compliance with servicing criteria
and attestation report on assessment of compliance with servicing criteria of
(i) Argentic Services Company LP, as Pacific Design
Center special servicer for the Pacific Design Center mortgage loan under the
Benchmark 2023-B38 PSA, (ii) Situs Holdings, LLC, as special servicer for the
Oak Street NLP Fund Portfolio mortgage loan under the OAKST 2023-NLP TSA, (iii) Pentalpha Surveillance LLC,
as operating advisor for the Oak Street NLP Fund Portfolio mortgage loan under
the OAKST 2023-NLP TSA and (iv) Wilmington Trust, National
Association as trustee on and after
December 7, 2023 under the OAKST 2023-NLP PSA, pursuant to which the Oak Street
NLP Fund Portfolio mortgage loan is serviced, are not included in this report
on Form 10-K because each of Argentic Services Company LP, Situs Holdings, LLC,
Pentalpha Surveillance LLC and Wilmington Trust, National Association performed activities that address the servicing criteria
specified in Item 1122(d) of Regulation AB with respect to 5% or less of the
pool assets of the issuing entity. This annual report on Form 10-K does not
include the reports on assessment of compliance with servicing criteria and
attestation reports on assessment of compliance with servicing criteria of Computershare Trust Company, National Association as
certificate administrator under the 3650R 2022-PF2 PSA, the Benchmark 2023-B38 PSA, Benchmark 2023-V2 PSA, the BBCMS 2023-C21 PSA, BMO 2022-C3 PSA and the OAKST
2023-NLP TSA, because the certificate administrator under each such pooling and
servicing agreement or trust and servicing agreement, as applicable,
does not perform any activities that address the servicing criteria
specified in Item 1122(d) of Regulation AB with respect to the issuing entity.
7. This report on Form 10-K does not include the servicer
compliance statements of (i) Argentic Services Company LP, as Pacific Design
Center special servicer for Pacific Design Center mortgage loan under the
Benchmark 2023-B38 PSA and (ii) Situs Holdings, LLC, as special servicer for
the Oak Street NLP Fund Portfolio mortgage loan under the OAKST 2023-NLP TSA,
because each of Argentic Services Company LP and Situs Holdings, LLC is an
unaffiliated party that services less than 10% of the pool assets of the
issuing entity, and therefore is not a servicer that meets the criteria in Item
1108(a)(2)(i) through (iii) of Regulation AB. This annual report on Form
10-K does not include the servicer compliance statements of (i) Computershare
Trust Company, National Association as certificate administrator under the
3650R 2022-PF2 PSA, the Benchmark 2023-B38 PSA, Benchmark 2023-V2 PSA, the BBCMS 2023-C21 PSA, BMO 2022-C3 PSA and the OAKST
2023-NLP TSA, because the certificate administrator under each such pooling and
servicing agreement or trust and servicing agreement, as applicable, is not a
servicer that meets the criteria in Item 1108(a)(2)(i) through (iii) of
Regulation AB with respect to the issuing entity.
PART I
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Item 1.
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Business.
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Omitted.
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Item 1A.
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Risk Factors.
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Omitted.
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Item 1B.
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Unresolved Staff
Comments.
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None.
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Item 1C.
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Cybersecurity.
Omitted.
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Item 2.
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Properties.
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Omitted.
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Item 3.
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Legal Proceedings.
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Omitted.
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Item 4.
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Mine Safety Disclosures.
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PART II
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Item 5.
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Market for Registrant's Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
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Omitted.
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Item 6.
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Selected Financial Data.
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Omitted.
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Item 7.
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Management's Discussion and
Analysis of Financial Condition and Results of Operations.
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Omitted.
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Item 7A.
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Quantitative and
Qualitative Disclosures About Market Risk.
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Omitted.
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Item 8.
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Financial Statements and
Supplementary Data.
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Omitted.
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Item 9.
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Changes in and
Disagreements With Accountants on Accounting and Financial Disclosure.
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Omitted.
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Item 9A.
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Controls and Procedures.
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Omitted.
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Item 9B.
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Other Information.
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None.
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Item 9C.
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Disclosure regarding Foreign
Jurisdictions that Prevent Inspections.
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Not applicable.
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PART III
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Item 10.
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Directors, Executive
Officers and Corporate Governance.
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Omitted.
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Item 11.
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Executive Compensation.
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Omitted.
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Item 12.
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Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder Matters.
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Omitted.
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Item 13.
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Certain Relationships and
Related Transactions, and Director Independence.
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Omitted.
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Item 14.
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Principal Accounting Fees
and Services.
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Omitted.
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ADDITIONAL DISCLOSURE ITEMS FOR REGULATION
AB
Item 1112(b) of Regulation AB, Significant Obligor Financial
Information.
With respect to the pool assets for BMO 2023-C5 Mortgage Trust,
there are no significant obligors within the meaning of Item 1101(k) of
Regulation AB.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider
Financial Information.
No entity or group of affiliated entities provides any external
credit enhancement, uses any derivative instruments or other support for the
certificates within this transaction.
Item 1115(b) of Regulation AB, Certain Derivatives Instruments
(Financial Information).
No entity or group of affiliated entities provides any external
credit enhancement, uses any derivative instruments or other support for the
certificates within this transaction.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no legal proceeding pending against the sponsors,
depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of
Regulation AB, originator contemplated by Item 1110(b) of Regulation AB, or
other party contemplated by Item 1100(d)(1) of Regulation AB, or of which any
property of the foregoing is the subject, that is material to security holders.
Item 1119 of Regulation AB, Affiliations and Certain Relationships
and Related Transactions.
Provided previously in the prospectus of the Registrant relating
to the issuing entity and filed on June 21, 2023 pursuant to Rule 424(b)(2) of
the Securities Act of 1933, as amended.
Item 1122 of Regulation AB, Compliance with Applicable Servicing
Criteria.
The reports on assessment of compliance with the
servicing criteria for asset-backed securities and the related attestation
reports 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 Item
15.
PART IV
Item 15. 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 as indicated below:
(4.1) Pooling
and Servicing Agreement, dated as of June 1, 2023 (the “BMO 2023-C5 PSA”), by
and among BMO Commercial Mortgage Securities LLC, as depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as master servicer,
Rialto Capital Advisors, LLC, as special servicer, Park Bridge Lender Services
LLC, as operating advisor and as asset representations reviewer, Computershare
Trust Company, National Association, as certificate administrator and trustee
(filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K dated June
21, 2023, and filed on June 21, 2023 under Commission File No. 333-255934-05,
and is incorporated by reference herein).
(4.2)
Pooling
and Servicing Agreement, dated as of November 1, 2022 (the “3650R 2022-PF2
PSA”), by and among 3650 REIT Commercial Mortgage Securities II LLC, as
depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, 3650 REIT Loan Servicing LLC, as special servicer, Park
Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, Computershare Trust Company, National Association, as certificate
administrator and trustee (filed as Exhibit 4.6 to the registrant's Current
Report on Form 8-K dated June 21, 2023, and filed on June 21, 2023 under
Commission File No. 333-255934-05, and is incorporated by reference herein).
(See Explanatory Note 1)
(4.3)
Pooling
and Servicing Agreement, dated as of April 1, 2023 (the “Benchmark 2023-B38
PSA”), by and among Deutsche Mortgage & Asset Receiving Corporation, as
depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, LNR Partners, LLC, as special servicer, Park Bridge Lender
Services LLC, as operating advisor and as asset representations reviewer,
Argentic Services Company LP, as Pacific Design Center Special Servicer,
Computershare Trust Company, National Association, as certificate
administrator, paying agent, custodian and trustee (filed as Exhibit 4.2 to the
registrant's Current Report on Form 8-K dated June 21, 2023, and filed on June
21, 2023 under Commission File No. 333-255934-05, and is incorporated by
reference herein). (See Explanatory Note 2)
(4.4)
Pooling
and Servicing Agreement, dated as of May 1, 2023 (the “Benchmark 2023-V2 PSA”),
by and among Citigroup Commercial Mortgage Securities Inc., as depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer, 3650 REIT Loan Servicing LLC, as special servicer, BellOak, LLC, as
operating advisor and as asset representations reviewer, Computershare Trust
Company, National Association, as certificate administrator and trustee (filed as
Exhibit 4.4 to the registrant's Current Report on Form 8-K dated June 21, 2023,
and filed on June 21, 2023 under Commission File No. 333-255934-05, and is
incorporated by reference herein). (See Explanatory Note 3)
(4.5)
Pooling
and Servicing Agreement, dated as of October 1, 2023 (the “BBCMS 2023-C21
PSA”), by and among Barclays Commercial Mortgage Securities LLC, as depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as master
servicer, 3650 REIT Loan Servicing LLC, as special servicer, BellOak, LLC, as
operating advisor and as asset representations reviewer, Computershare Trust
Company, National Association, as certificate administrator and trustee (filed
as Exhibit 4.1 to the registrant's Current Report on Form 8-K dated October 5,
2023, and filed on October 12, 2023 under Commission File No. 333-255934-05,
and is incorporated by reference herein). (See Explanatory Note 4)
(4.6)
Pooling
and Servicing Agreement, dated as of October 1, 2022 (the “BMO 2022-C3 PSA”),
by and among BMO Commercial Mortgage Securities LLC, as depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as master servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as special
servicer, Park Bridge Services LLC, as operating advisor and as asset
representations reviewer, and Computershare Trust Company, National
Association, as certificate administrator and trustee (filed as Exhibit 4.5 to
the registrant's Current Report on Form 8-K dated June 21, 2023, and filed on
June 21, 2023 under Commission File No. 333-255934-05, and is incorporated by
reference herein). (See Explanatory Note 4)
(4.7)
Trust
and Servicing Agreement, dated as of February 28, 2023 (the “OAKST 2023-NLP
TSA”), by and among Wells Fargo Commercial Mortgage Securities, Inc, as
depositor, KeyBank National Association, as servicer Situs Holdings, LLC, as
special servicer, Pentalpha Surveillance LLC, as operating advisor,
Computershare Trust Company, National Association, as certificate administrator
and trustee (filed as Exhibit 4.1 to the registrant's Current Report on Form
8-K/A dated June 21, 2023, and filed on December 13, 2023 under Commission File
No. 333-255934-05, and is incorporated by reference herein). (See Explanatory
Note 5)
31
Rule 13a-14(d)/15d-14(d) Certification.
33
Reports on assessment of compliance with servicing criteria for asset-backed
securities. (See Explanatory Note 6)
33.1 Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer
33.2 Rialto Capital Advisors, LLC, as
special servicer
33.3 Park Bridge Lender Services LLC,
as operating advisor
33.4 Computershare Trust Company,
National Association, as certificate administrator and trustee
33.5 Computershare Trust Company,
National Association, as custodian
33.6 KeyBank National Association, as
primary servicer
33.7 Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer under the 3650R 2022-PF2
PSA, pursuant to which the 800 Cesar Chavez mortgage loan is serviced. (see
Exhibit 33.1)
33.8 3650 REIT Loan Servicing LLC, as
special servicer for the 800 Cesar Chavez mortgage loan under the 3650R
2022-PF2 PSA.
33.9 Park Bridge Lender Services LLC,
as operating advisor for the 800 Cesar Chavez mortgage loan under the 3650R
2022-PF2 PSA. (see Exhibit 33.3)
33.10 Computershare Trust
Company, National Association, as custodian for the 800 Cesar Chavez mortgage
loan under the 3650R 2022-PF2 PSA. (see Exhibit 33.5)
33.11 Computershare Trust
Company, National Association, as trustee under the 3650R 2022-PF2 PSA,
pursuant to which the 800 Cesar Chavez mortgage loan is serviced. (see Exhibit
33.4)
33.12 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the
Benchmark 2023-B38 PSA, pursuant to which the Great Lakes Crossing Outlets
mortgage loan and the Pacific Design Center mortgage loan are serviced. (see
Exhibit 33.1)
33.13 LNR Partners, LLC, as special
servicer for the Great Lakes Crossing Outlets mortgage loan under the Benchmark
2023-B38 PSA.
33.14 Park Bridge Lender Services
LLC, as operating advisor for the Great Lakes Crossing Outlets mortgage loan
and the Pacific Design Center mortgage loan under the Benchmark 2023-B38 PSA.
(see Exhibit 33.3)
33.15 Computershare Trust
Company, National Association, as custodian for the Great Lakes Crossing
Outlets mortgage loan and the Pacific Design Center mortgage loan under the
Benchmark 2023-B38 PSA. (see Exhibit 33.5)
33.16 Computershare Trust Company,
National Association, as trustee under the Benchmark 2023-B38 PSA, pursuant to
which the Great Lakes Crossing Outlets mortgage loan and the Pacific Design
Center mortgage loan are serviced. (see Exhibit 33.4)
33.17 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the
Benchmark 2023-V2 PSA, pursuant to which the Harborside 2-3 mortgage loan is
serviced. (see Exhibit 33.1)
33.18 3650 REIT Loan Servicing LLC, as
special servicer for the Harborside 2-3 mortgage loan under the Benchmark
2023-V2 PSA. (see Exhibit 33.8)
33.19 BellOak, LLC, as
operating advisor for the Harborside 2-3 mortgage loan under the Benchmark
2023-V2 PSA.
33.20 Computershare Trust Company,
National Association, as custodian for the Harborside 2-3 mortgage loan under
the Benchmark 2023-V2 PSA. (see Exhibit 33.5)
33.21 Computershare Trust Company,
National Association, as trustee under the Benchmark 2023-V2 PSA, pursuant to
which the Harborside 2-3 mortgage loan is serviced. (see Exhibit 33.4)
33.22 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the BBCMS
2023-C21 PSA, pursuant to which the La Habra Marketplace mortgage loan is
serviced on and after October 5, 2023. (see Exhibit 33.1)
33.23 3650 REIT Loan Servicing LLC, as
special servicer for the La Habra Marketplace mortgage loan under the BBCMS
2023-C21 PSA on and after October 5, 2023. (see Exhibit 33.8)
33.24 BellOak, LLC, as operating
advisor for the La Habra Marketplace mortgage loan under the BBCMS 2023-C21 PSA
on and after October 5, 2023. (see Exhibit 33.19)
33.25 Computershare Trust Company,
National Association, as custodian for the La Habra Marketplace mortgage loan under
the BBCMS 2023-C21 PSA on and after October 5, 2023. (see Exhibit 33.5)
33.26 Computershare Trust Company,
National Association, as trustee under the BBCMS 2023-C21 PSA, pursuant to
which the La Habra Marketplace mortgage loan is serviced on and after October
5, 2023. (see Exhibit 33.4)
33.27 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the BMO
2022-C3 PSA, pursuant to which the La Habra Marketplace mortgage loan is
serviced prior to October 5, 2023. (see Exhibit 33.1)
33.28 Midland Loan Services, a Division
of PNC Bank, National Association, as special servicer for the La Habra
Marketplace mortgage loan under the BMO 2022-C3 PSA prior to October 5, 2023.
(see Exhibit 33.1)
33.29 Park Bridge Lender Services LLC,
as operating advisor for the La Habra Marketplace mortgage loan under the BMO
2022-C3 PSA prior to October 5, 2023. (see Exhibit 33.3)
33.30 Computershare Trust Company,
National Association, as custodian for the La Habra Marketplace mortgage loan
under the BMO 2022-C3 PSA prior to October 5, 2023. (see Exhibit 33.5)
33.31 Computershare Trust Company,
National Association, as trustee under the BMO 2022-C3 PSA prior to October 5,
2023, pursuant to which the La Habra Marketplace mortgage loan is serviced
prior to October 5, 2023. (see Exhibit 33.4)
33.32 KeyBank National Association, as servicer under the
OAKST 2023-NLP TSA, pursuant to which the Oak Street NLP Fund Portfolio
mortgage loan is serviced. (see Exhibit 33.6)
33.33 Computershare Trust Company,
National Association as custodian for the Oak Street NLP Fund Portfolio
mortgage loan under the OAKST 2023-NLP PSA. (see Exhibit 33.5)
33.34 Computershare Trust Company,
National Association as trustee prior to December 7, 2023 under the OAKST
2023-NLP PSA, pursuant to which the Oak Street NLP Fund Portfolio mortgage loan
is serviced. (see Exhibit 33.4)
34 Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities. (See Explanatory Note 6)
34.1 Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer
34.2 Rialto Capital Advisors, LLC, as
special servicer
34.3 Park Bridge Lender Services LLC, as
operating advisor
34.4 Computershare Trust Company,
National Association, as certificate administrator and trustee
34.5 Computershare Trust Company,
National Association, as custodian
34.6 KeyBank National Association, as
primary servicer
34.7 Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer under the 3650R 2022-PF2
PSA, pursuant to which the 800 Cesar Chavez mortgage loan is serviced. (see
Exhibit 34.1)
34.8 3650 REIT Loan Servicing LLC, as
special servicer for the 800 Cesar Chavez mortgage loan under the 3650R
2022-PF2 PSA.
34.9 Park Bridge Lender Services LLC,
as operating advisor for the 800 Cesar Chavez mortgage loan under the 3650R
2022-PF2 PSA. (see Exhibit 34.3)
34.10 Computershare Trust
Company, National Association, as custodian for the 800 Cesar Chavez mortgage
loan under the 3650R 2022-PF2 PSA. (see Exhibit 34.5)
34.11 Computershare Trust
Company, National Association, as trustee under the 3650R 2022-PF2 PSA,
pursuant to which the 800 Cesar Chavez mortgage loan is serviced. (see Exhibit
34.4)
34.12 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the
Benchmark 2023-B38 PSA, pursuant to which the Great Lakes Crossing Outlets
mortgage loan and the Pacific Design Center mortgage loan are serviced. (see
Exhibit 34.1)
34.13 LNR Partners, LLC, as
special servicer for the Great Lakes Crossing Outlets mortgage loan under the
Benchmark 2023-B38 PSA.
34.14 Park Bridge Lender Services
LLC, as operating advisor for the Great Lakes Crossing Outlets mortgage loan
and the Pacific Design Center mortgage loan under the Benchmark 2023-B38 PSA.
(see Exhibit 34.3)
34.15 Computershare Trust
Company, National Association, as custodian for the Great Lakes Crossing
Outlets mortgage loan and the Pacific Design Center mortgage loan under the
Benchmark 2023-B38 PSA. (see Exhibit 34.5)
34.16 Computershare Trust
Company, National Association, as trustee under the Benchmark 2023-B38 PSA, pursuant
to which the Great Lakes Crossing Outlets mortgage loan and the Pacific Design
Center mortgage loan are serviced. (see Exhibit 34.4)
34.17 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the
Benchmark 2023-V2 PSA, pursuant to which the Harborside 2-3 mortgage loan is
serviced. (see Exhibit 34.1)
34.18 3650 REIT Loan Servicing LLC, as
special servicer for the Harborside 2-3 mortgage loan under the Benchmark
2023-V2 PSA. (see Exhibit 34.8)
34.19 BellOak, LLC, as
operating advisor for the Harborside 2-3 mortgage loan under the Benchmark
2023-V2 PSA.
34.20 Computershare Trust Company,
National Association, as custodian for the Harborside 2-3 mortgage loan under
the Benchmark 2023-V2 PSA. (see Exhibit 34.5)
34.21 Computershare Trust Company, National
Association, as trustee under the Benchmark 2023-V2 PSA, pursuant to which the
Harborside 2-3 mortgage loan is serviced. (see Exhibit 34.4)
34.22 Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer under the BBCMS 2023-C21
PSA, pursuant to which the La Habra Marketplace mortgage loan is serviced on
and after October 5, 2023. (see Exhibit 34.1)
34.23 3650 REIT Loan Servicing LLC, as
special servicer for the La Habra Marketplace mortgage loan under the BBCMS
2023-C21 PSA on and after October 5, 2023. (see Exhibit 34.8)
34.24 BellOak, LLC, as operating
advisor for the La Habra Marketplace mortgage loan under the BBCMS 2023-C21 PSA
on and after October 5, 2023. (see Exhibit 34.19)
34.25 Computershare Trust Company,
National Association, as custodian for the La Habra Marketplace mortgage loan
under the BBCMS 2023-C21 PSA on and after October 5, 2023. (see Exhibit 34.5)
34.26 Computershare Trust Company,
National Association, as trustee under the BBCMS 2023-C21 PSA, pursuant to
which the La Habra Marketplace mortgage loan is serviced on and after October
5, 2023. (see Exhibit 34.4)
34.27 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the BMO 2022-C3
PSA, pursuant to which the La Habra Marketplace mortgage loan is serviced prior
to October 5, 2023. (see Exhibit 34.1)
34.28 Midland Loan Services, a
Division of PNC Bank, National Association, as special servicer for the La
Habra Marketplace mortgage loan under the BMO 2022-C3 PSA prior to October 5,
2023. (see Exhibit 34.1)
34.29 Park Bridge Lender Services LLC,
as operating advisor for the La Habra Marketplace mortgage loan under the BMO
2022-C3 PSA prior to October 5, 2023. (see Exhibit 34.3)
34.30 Computershare Trust Company,
National Association, as custodian for the La Habra Marketplace mortgage loan
under the BMO 2022-C3 PSA prior to October 5, 2023. (see Exhibit 34.5)
34.31 Computershare Trust Company,
National Association, as trustee under the BMO 2022-C3 PSA prior to October 5,
2023, pursuant to which the La Habra Marketplace mortgage loan is serviced
prior to October 5, 2023. (see Exhibit 34.4)
34.32 KeyBank National Association, as
servicer under the OAKST 2023-NLP TSA, pursuant to which the Oak Street NLP
Fund Portfolio mortgage loan is serviced. (see Exhibit 34.6)
34.33 Computershare Trust Company,
National Association as custodian for the Oak Street NLP Fund Portfolio
mortgage loan under the OAKST 2023-NLP PSA. (see Exhibit 34.5)
34.34 Computershare Trust Company,
National Association as trustee prior to December 7, 2023 under the OAKST
2023-NLP PSA, pursuant to which the Oak Street NLP Fund Portfolio mortgage loan
is serviced. (see Exhibit 34.4)
35 Servicer compliance statement. (See Explanatory Note 7)
35.1 Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer
35.2 Rialto Capital Advisors, 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 master servicer under the 3650R 2022-PF2
PSA, pursuant to which the 800 Cesar Chavez mortgage loan is serviced. (see
Exhibit 35.1)
35.5 3650 REIT Loan Servicing LLC, as
special servicer for the 800 Cesar Chavez mortgage loan under the 3650R
2022-PF2 PSA.
35.6 Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer under the Benchmark
2023-B38 PSA, pursuant to which the Great Lakes Crossing Outlets mortgage loan
and the Pacific Design Center mortgage loan are serviced. (see Exhibit 35.1)
35.7 LNR Partners, LLC, as special
servicer for the Great Lakes Crossing Outlets mortgage loan under the Benchmark
2023-B38 PSA.
35.8 Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer under the Benchmark
2023-V2 PSA, pursuant to which the Harborside 2-3 mortgage loan is serviced.
(see Exhibit 35.1)
35.9 3650 REIT Loan Servicing LLC, as
special servicer for the Harborside 2-3 mortgage loan under the Benchmark
2023-V2 PSA. (see Exhibit 35.5)
35.10 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the BBCMS
2023-C21 PSA, pursuant to which the La Habra Marketplace mortgage loan is
serviced on and after October 5, 2023. (see Exhibit 35.1)
35.11 3650 REIT Loan Servicing LLC, as
special servicer for the La Habra Marketplace mortgage loan under the BBCMS
2023-C21 PSA on and after October 5, 2023. (see Exhibit 35.5)
35.12 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the BMO
2022-C3 PSA, pursuant to which the La Habra Marketplace mortgage loan is
serviced prior to October 5, 2023. (see Exhibit 35.1)
35.13 Midland Loan Services, a
Division of PNC Bank, National Association, as special servicer for the La
Habra Marketplace mortgage loan under the BMO 2022-C3 PSA prior to October 5,
2023. (see Exhibit 35.1)
35.14 KeyBank National Association,
as servicer under the OAKST 2023-NLP TSA, pursuant to which the Oak Street NLP
Fund Portfolio mortgage loan is serviced.
99.1 Mortgage
Loan Purchase Agreement, dated as of June 1, 2023, between Bank of Montreal and
BMO Commercial Mortgage Securities LLC, pursuant to which Bank of Montreal sold
certain mortgage loans to BMO Commercial Mortgage Securities LLC (filed as
Exhibit 99.1 to the registrant's Current Report on Form 8-K dated June 21,
2023, and filed on June 21, 2023 under Commission File No. 333-255934-05, and
is incorporated by reference herein).
99.2 Mortgage
Loan Purchase Agreement, dated as of June 1, 2023, between Citi Real Estate
Funding Inc. and BMO Commercial Mortgage Securities LLC, pursuant to which Citi
Real Estate Funding Inc. sold certain mortgage loans to BMO Commercial Mortgage
Securities LLC (filed as Exhibit 99.2 to the registrant's Current Report on
Form 8-K dated June 21, 2023, and filed on June 21, 2023 under Commission File
No. 333-255934-05, and is incorporated by reference herein).
99.3 Mortgage
Loan Purchase Agreement, dated as of June 1, 2023, between KeyBank National
Association and BMO Commercial Mortgage Securities LLC, pursuant to which
KeyBank National Association sold certain mortgage loans to BMO Commercial
Mortgage Securities LLC (filed as Exhibit 99.3 to the registrant's Current
Report on Form 8-K dated June 21, 2023, and filed on June 21, 2023 under
Commission File No. 333-255934-05, and is incorporated by reference herein).
99.4 Mortgage
Loan Purchase Agreement, dated as of June 1, 2023, between Zions
Bancorporation, N.A. and BMO Commercial Mortgage Securities LLC, pursuant to
which Zions Bancorporation, N.A. sold certain mortgage loans to BMO Commercial
Mortgage Securities LLC (filed as Exhibit 99.4 to the registrant's Current
Report on Form 8-K dated June 21, 2023, and filed on June 21, 2023 under
Commission File No. 333-255934-05, and is incorporated by reference herein).
99.5 Mortgage
Loan Purchase Agreement, dated as of June 1, 2023, between BSPRT CMBS Finance
LLC, Franklin BSP Realty Trust, Inc. and BMO Commercial Mortgage Securities
LLC, pursuant to which BSPRT CMBS Finance LLC sold certain mortgage loans to
BMO Commercial Mortgage Securities LLC (filed as Exhibit 99.5 to the
registrant's Current Report on Form 8-K dated June 21, 2023, and filed on June
21, 2023 under Commission File No. 333-255934-05, and is incorporated by
reference herein).
99.6 Mortgage
Loan Purchase Agreement, dated as of June 1, 2023, between 3650 Real Estate
Investment Trust 2 LLC and BMO Commercial Mortgage Securities LLC, pursuant to
which 3650 Real Estate Investment Trust 2 LLC sold certain mortgage loans to
BMO Commercial Mortgage Securities LLC (filed as Exhibit 99.6 to the
registrant's Current Report on Form 8-K dated June 21, 2023, and filed on June
21, 2023 under Commission File No. 333-255934-05, and is incorporated by
reference herein).
99.7 Mortgage
Loan Purchase Agreement, dated as of June 1, 2023, between Starwood Mortgage
Capital LLC and BMO Commercial Mortgage Securities LLC, pursuant to which
Starwood Mortgage Capital LLC sold certain mortgage loans to BMO Commercial
Mortgage Securities LLC (filed as Exhibit 99.7 to the registrant's Current
Report on Form 8-K dated June 21, 2023, and filed on June 21, 2023 under
Commission File No. 333-255934-05, and is incorporated by reference herein).
99.8 Mortgage
Loan Purchase Agreement, dated as of June 1, 2023, between German American
Capital Corporation and BMO Commercial Mortgage Securities LLC, pursuant to
which German American Capital Corporation sold certain mortgage loans to BMO
Commercial Mortgage Securities LLC (filed as Exhibit 99.8 to the registrant's
Current Report on Form 8-K dated June 21, 2023, and filed on June 21, 2023
under Commission File No. 333-255934-05, and is incorporated by reference
herein).
99.9 Mortgage
Loan Purchase Agreement, dated as of June 1, 2023, between UBS AG and BMO
Commercial Mortgage Securities LLC, pursuant to which UBS AG sold certain
mortgage loans to BMO Commercial Mortgage Securities LLC (filed as Exhibit 99.9
to the registrant's Current Report on Form 8-K dated June 21, 2023, and filed
on June 21, 2023 under Commission File No. 333-255934-05, and is incorporated
by reference herein).
99.10 Primary
Servicing Agreement, dated as of June 1, 2023, between Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer, and KeyBank
National Association, as primary servicer (filed as Exhibit 99.10 to the
registrant's Current Report on Form 8-K dated June 21, 2023, and filed on June
21, 2023 under Commission File No. 333-255934-05, and is incorporated by
reference herein).
(b)
The exhibits required to be filed by Registrant pursuant to Item 601of
Regulation S-K are listed above.
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
BMO
Commercial Mortgage Securities LLC
/s/
Paul Vanderslice
Paul
Vanderslice, Chief Executive Officer
(senior
officer in charge of securitization of the depositor)