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: 333-255934-04
Central Index Key Number of the issuing entity: 0001957662
BMO 2023-C4 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:
0001592182
LMF Commercial LLC
(exact name of the sponsor as specified in
its charter)
Central Index Key Number of the sponsor: 0001624053
Argentic Real Estate 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: 0001542256
Natixis Real Estate Capital LLC
(exact name of the sponsor as specified in
its charter)
Central Index Key Number of the sponsor: 0001894245
Oceanview Commercial Mortgage Finance, LLC
(exact name of the sponsor as specified in
its charter)
Central Index Key Number of the sponsor: 0001931347
Greystone Commercial Mortgage Capital 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)
New York
(State or other jurisdiction of incorporation or organization)
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38-4238405
38-4238406
(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 Gilardian NYC Portfolio mortgage loan, which
represented approximately 3.6% 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 575 Broadway mortgage loan, which represented
approximately 3.3% 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 Gilardian NYC Portfolio mortgage loan and the 575 Broadway
mortgage loan and each of the related companion loans were serviced pursuant to
the BMO 2024-C4 PSA (as defined in Item 15 below) prior to February 28,
2023. The Gilardian NYC Portfolio mortgage loan and the 575 Broadway
mortgage loan and each of the related companion loans are serviced pursuant to
the FIVE 2023-V1 PSA (as defined in Item 15 below) on and after February 28,
2023.
2. The 70 Hudson Street 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 WRS Retail Portfolio mortgage loan, which
represented approximately 4.5% 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 70 Hudson Street mortgage loan and the WRS
Retail Portfolio mortgage loan and each of the related companion loans are
serviced pursuant to the BBCMS 2022-C18 PSA (as defined in Item 15 below).
3. The Triple Net Portfolio
mortgage loan, which represented approximately 2.5% 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, which represented approximately 1.9% 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 Triple Net Portfolio mortgage loan
and 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).
4. The Great Lakes Crossing Outlets mortgage loan, which
represented approximately 3.3% 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
each of the related companion loan(s) were serviced pursuant to the BMO 2024-C4
PSA (as defined in Item 15 below) prior to April 21,
2023. The Great Lakes Crossing Outlets mortgage loan and each of the
related companion loan(s) are serviced pursuant to Benchmark 2023-B38 PSA (as
defined in Item 15 below) on and after April 21, 2023.
5. The Green Acres mortgage loan, which represented
approximately 3.3% 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 Green Acres mortgage loan and each of the related companion
loan(s) were serviced pursuant to the BMO 2024-C4 PSA (as defined in Item 15
below) prior to May 25, 2023. The Green Acres mortgage loan and each of
the related companion loan(s) are serviced pursuant to Benchmark 2023-V2 PSA
(as defined in Item 15 below) on and after May 25, 2023.
6. The IPG Portfolio mortgage loan, which represented
approximately 3.6% 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 IPG Portfolio mortgage loan and each of the related companion
loan(s) are serviced pursuant to the Benchmark 2022-B37 PSA (as defined in Item
15 below).
7. The Kingston Square Apartments mortgage loan, which
represented approximately 1.8% 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 Kingston Square Apartments mortgage loan and each
of the related companion loan(s) are serviced pursuant to the BMO 2022-C3 PSA
(as defined in Item 15 below). Effective as of May 10, 2023,
Midland Loan Services, a Division of PNC Bank was terminated as the special
servicer (other than with respect to the La Habra Marketplace whole loan) under
the BMO 2022-C3 PSA and K-Star Asset Management LLC has been appointed to act
as successor special servicer (other than with respect to the La Habra
Marketplace whole loan) under the BMO 2022-C3 PSA, as disclosed in the Current
Report on Form 8-K filed by the registrant on May 10, 2023 under Commission
File No. 333-255934-04.
8. The Latitude at South Portland mortgage loan, which represented
approximately 3.4% 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 Latitude at South Portland mortgage
loan and each of the related companion loan(s) were serviced pursuant to the
BMO 2024-C4 PSA (as defined in Item 15 below) prior to April 27, 2023.
The Latitude at South Portland mortgage loan and each of the related companion
loan(s) are serviced pursuant to the BBCMS 2023-C19 PSA (as defined in Item 15
below) on and after April 27, 2023.
9. The Oak Ridge Office Park mortgage loan, which
represented approximately 1.3% 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 Oak Ridge Office Park mortgage loan and each of the
related companion loan(s) are serviced pursuant to the BBCMS 2022-C16 PSA (as
defined in Item 15 below).
10. The Orizon Aerostructures mortgage loan, which
represented approximately 3.4% 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 Orizon Aerostructures mortgage loan and each of
the related companion loan(s) were serviced pursuant to the BMO 2024-C4 PSA (as
defined in Item 15 below) prior to June 21,
2023. The Orizon Aerostructures mortgage loan and each of the related
companion loan(s) are serviced pursuant to the BMO 2023-C5 PSA (as defined in
Item 15 below) on and after June 21, 2023.
11. The Park West Village mortgage loan, which represented
approximately 3.3% 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 Park West Village mortgage loan and each of the related
companion loan(s) are serviced pursuant to the BBCMS 2022-C17 PSA (as defined
in Item 15 below).
12. The PetSmart HQ mortgage loan, which represented approximately
1.6% 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
PetSmart HQ mortgage loan and each of the related companion loan(s) are
serviced pursuant to the 3650R 2021-PF1 PSA (as defined in Item 15 below).
13. The Rialto Industrial mortgage loan, which represented
approximately 4.5% 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 Rialto Industrial mortgage loan and each of the related
companion loan(s) were serviced pursuant to the BBCMS 2022-C18 PSA (as defined
in Item 15 below) prior to May 25, 2023. The Rialto Industrial mortgage
loan and each of the related companion loan(s) are serviced pursuant to the
MSWF 2023-1 PSA (as defined in Item 15 below) on and after May 25, 2023.
14. 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) BellOak, LLC, as operating advisor for the Green Acres mortgage loan under
the Benchmark 2023-V2 PSA, (ii) Wilmington Trust, National
Association, as trustee under the BBCMS 2022-C16 PSA, pursuant to which the
Oak Ridge Office Park mortgage loan is serviced and (iii) Wells Fargo Bank, National Association, as
master servicer under the MSWF 2023-1 PSA, pursuant to which the Rialto
Industrial mortgage loan is serviced, are not included in this report on Form
10-K because each of BellOak, LLC, Wilmington Trust, National Association and
Wells Fargo Bank, 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 (i) Computershare
Trust Company, National Association as certificate administrator under the FIVE
2023-V1 PSA, the BBCMS 2022-C18 PSA, the 3650R 2022-PF2 PSA, the Benchmark
2023-B38 PSA, the Benchmark 2023-V2 PSA, the Benchmark 2022-B37 PSA, the BMO
2022-C3 PSA, the BBCMS 2023-C19 PSA, the BBCMS 2022-C16 PSA, the BMO 2023-C5
PSA, the BBCMS 2022-C17 PSA and the MSWF 2023-1 PSA and (ii) Wells Fargo
Bank, National Association, as certificate administrator under the 3650R
2021-PF1 PSA, 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.
15. This report on Form 10-K does not include the servicer
compliance statements of (i) K-Star Asset Management LLC, as special servicer
for the Kingston Square Apartments mortgage loan under the BMO 2022-C3 PSA on
and after May 10, 2023, (ii) KeyBank National Association, as master servicer
under the BBCMS 2023-C19 PSA, pursuant to which the Latitude at South Portland
mortgage loan is serviced on and after April 27, 2023,
(iii) K-Star Asset Management LLC, as special servicer for the Latitude at
South Portland mortgage loan under the BBCMS 2023-C19 PSA on and after April
27, 2023, (iv) KeyBank National Association, as master servicer and as special
servicer under the BBCMS 2022-C17 PSA, pursuant to which the Park West Village
mortgage loan is serviced and (v) Wells Fargo Bank, National Association, as
master servicer under the MSWF 2023-1 PSA, pursuant to which the Rialto
Industrial mortgage loan is serviced on and after May 25, 2023, because each of
K-Star Asset Management LLC, KeyBank National Association and Wells Fargo Bank,
National Association 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 FIVE 2023-V1 PSA, the BBCMS 2022-C18 PSA,
the 3650R 2022-PF2 PSA, the Benchmark 2023-B38 PSA, the Benchmark 2023-V2 PSA,
the Benchmark 2022-B37 PSA, the BMO 2022-C3 PSA, the BBCMS 2023-C19 PSA, the
BBCMS 2022-C16 PSA, the BMO 2023-C5 PSA, the BBCMS 2022-C17 PSA and the MSWF
2023-1 PSA and (ii) Wells Fargo Bank, National Association, as certificate
administrator under the 3650R 2021-PF1 PSA, 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-C4 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 February 14, 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 February 1, 2023 (the “BMO 2023-C4 PSA”),
by and among BMO Commercial Mortgage Securities LLC, as depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as master servicer, LNR
Partners, LLC, as special servicer, Pentalpha Surveillance LLC, as operating
advisor and as asset representations reviewer, and 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 February 14,
2023, and filed on February 14, 2023 under Commission File No. 333-255934-04,
and is incorporated by reference herein).
(4.2) Pooling
and Servicing Agreement, dated as of February 1, 2023 (the “FIVE 2023-V1 PSA”),
by and among Deutsche Mortgage & Asset Receiving Corporation, as depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer, Greystone Servicing Company LLC, as special servicer, Park Bridge
Lender Services LLC, as operating advisor and as asset representations
reviewer, and Computershare Trust Company, National Association, as certificate
administrator, paying agent, custodian and trustee (filed as Exhibit 4.1 to the
registrant's Current Report on Form 8-K dated February 28, 2023, and filed on
March 6, 2023 under Commission File No. 333-255934-04, and is incorporated by
reference herein). (See Explanatory Note 1)
(4.3) Pooling
and Servicing Agreement, dated as of December 1, 2022 (the “BBCMS 2022-C18
PSA”), by and among Barclays 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, and
Computershare Trust Company, National Association, as certificate administrator
and trustee (filed as Exhibit 4.2 to the registrant's Current Report on Form
8-K dated February 14, 2023, and filed on February 14, 2023 under Commission File
No. 333-255934-04, and is incorporated by reference herein). (See Explanatory
Note 2)
(4.4) 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, 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 February 14, 2023, and filed on February 14,
2023 under Commission File No. 333-255934-04, and is incorporated by reference
herein). (See Explanatory Note 3)
(4.5) 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 general special servicer, Argentic
Services Company LP, as Pacific Design Center special servicer, Park Bridge
Lender Services LLC, as operating advisor and as asset representations
reviewer, and Computershare Trust Company, National Association, as certificate
administrator, paying agent, custodian and trustee (filed as Exhibit 4.1 to the
registrant's Current Report on Form 8-K dated April 21, 2023, and on April 27,
2023 under Commission File No. 333-255934-04, and is incorporated by reference
herein). (See Explanatory Note 4)
(4.6) 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, and 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 May
25, 2023, and on May 31, 2023 under Commission File No. 333-255934-04, and is
incorporated by reference herein). (See Explanatory Note 5)
(4.7) Pooling
and Servicing Agreement, dated as of October 1, 2022 (the “Benchmark 2022-B37
PSA”), by and among GS Mortgage Securities Corporation II, as depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer, Rialto Capital Advisors, LLC, as special servicer, Pentalpha
Surveillance LLC, as operating advisor and as asset representations reviewer,
and Computershare Trust Company, National Association, as certificate
administrator and trustee (filed as Exhibit 4.3 to the registrant's Current
Report on Form 8-K dated February 14, 2023, and filed on February 14, 2023
under Commission File No. 333-255934-04, and is incorporated by reference
herein). (See Explanatory Note 6)
(4.8) 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 4.6 to
the registrant's Current Report on Form 8-K dated February 14, 2023, and filed
on February 14, 2023 under Commission File No. 333-255934-04, and is
incorporated by reference herein). (See Explanatory Note 7)
(4.9) Pooling
and Servicing Agreement, dated as of April 1, 2023 (the “BBCMS 2023-C19 PSA”),
by and among Barclays Commercial Mortgage Securities LLC, as depositor, KeyBank
National Association, as master servicer, K-Star Asset Management LLC, as
special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset
representations reviewer, and 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 April 27, 2023, and filed on
May 3, 2023 under Commission File No. 333-255934-04, and is incorporated by
reference herein). (See Explanatory Note 8)
(4.10) Pooling
and Servicing Agreement, dated as of July 1, 2022 (the “BBCMS 2022-C16 PSA”),
by and among Barclays Commercial Mortgage Securities LLC, 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, Wilmington
Trust, National Association, as trustee, and Computershare Trust Company,
National Association, as certificate administrator (filed as Exhibit 4.8 to the
registrant's Current Report on Form 8-K dated February 14, 2023, and filed on
February 14, 2023 under Commission File No. 333-255934-04, and is incorporated
by reference herein). (See Explanatory Note 9)
(4.11) 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, and
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 27, 2023 under Commission File No.
333-255934-04, and is incorporated by reference herein). (See Explanatory Note
10)
(4.12) Pooling
and Servicing Agreement, dated as of September 1, 2022 (the “BBCMS 2022-C17
PSA”), by and among Barclays Commercial Mortgage Securities LLC, as depositor,
KeyBank National Association, as master servicer, Argentic Services Company LP,
as special servicer, KeyBank National Association, as Park West Village
special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset
representations reviewer, Wilmington Trust National Association, as trustee,
and Computershare Trust Company, National Association, as certificate
administrator (filed as Exhibit 4.4 to the registrant's Current Report on Form
8-K dated February 14, 2023, and filed on February 14, 2023 under Commission
File No. 333-255934-04, and is incorporated by reference herein). (See
Explanatory Note 11)
(4.13) Pooling
and Servicing Agreement, dated as of November 1, 2021 (the “3650R 2021-PF1
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, Wells Fargo Bank, National Association, as certificate administrator
and trustee (filed as Exhibit 4.7 to the registrant's Current Report on Form
8-K dated February 14, 2023, and filed on February 14, 2023 under Commission
File No. 333-255934-04, and is incorporated by reference herein). (See
Explanatory Note 12)
(4.14) Pooling
and Servicing Agreement, dated as of May 1, 2023 (the “MSWF 2023-1 PSA”), by
and among Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,
National Association, as master servicer, Argentic Services Company LP, as
special servicer, Computershare Trust Company, National Association, as
certificate administrator and trustee, and Pentalpha Surveillance LLC, as
operating advisor and as asset representations reviewer, (filed as Exhibit 4.1
to the registrant's Current Report on Form 8-K filed on March 28, 2024 under
Commission File No. 333-255934-04, and is incorporated by reference
herein). (See Explanatory Note 13)
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 14)
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 Pentalpha Surveillance 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 Arbor Multifamily Lending, LLC, as primary servicer
33.7 Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer under the FIVE 2023-V1
PSA, pursuant to which the 575 Broadway mortgage loan and the Gilardian NYC
Portfolio mortgage loan are serviced. (see Exhibit 33.1)
33.8 Greystone Servicing Company LLC,
as special servicer for the 575 Broadway mortgage loan and the Gilardian NYC
Portfolio mortgage loan under the FIVE 2023-V1 PSA.
33.9 Park Bridge Lender Services LLC,
as operating advisor for the 575 Broadway mortgage loan and the Gilardian NYC
Portfolio mortgage loan under the FIVE 2023-V1 PSA.
33.10 Computershare Trust Company,
National Association, as custodian for the 575 Broadway mortgage loan and the
Gilardian NYC Portfolio mortgage loan under the FIVE 2023-V1 PSA. (see Exhibit
33.5)
33.11 Computershare Trust Company,
National Association, as trustee under the FIVE 2023-V1 PSA, pursuant to which
the 575 Broadway mortgage loan and the Gilardian NYC Portfolio mortgage loan
are serviced. (see Exhibit 33.4)
33.12 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the BBCMS
2022-C18 PSA, pursuant to which the 70 Hudson Street mortgage loan, the WRS Retail
Portfolio loan and the Rialto Industrial mortgage loan (prior to May 25, 2023
in the case of the Rialto Industrial mortgage loan) are serviced. (see Exhibit
33.1)
33.13 Rialto Capital Advisors, LLC,
as special servicer for the 70 Hudson Street mortgage loan, the WRS Retail
Portfolio loan and the Rialto Industrial mortgage loan (prior to May 25, 2023
in the case of the Rialto Industrial mortgage loan) under the BBCMS 2022-C18
PSA.
33.14 Park Bridge Lender Services LLC,
as operating advisor for the 70 Hudson Street mortgage loan, the WRS Retail
Portfolio loan and the Rialto Industrial mortgage loan (prior to May 25, 2023
in the case of the Rialto Industrial mortgage loan) under the BBCMS 2022-C18
PSA. (see Exhibit 33.9)
33.15 Computershare Trust Company,
National Association, as custodian for the 70 Hudson Street mortgage loan, the
WRS Retail Portfolio loan and the Rialto Industrial mortgage loan (prior to May
25, 2023 in the case of the Rialto Industrial mortgage loan) under the BBCMS
2022-C18 PSA. (see Exhibit 33.5)
33.16 Computershare Trust Company,
National Association, as trustee under the BBCMS 2022-C18 PSA, pursuant to
which the 70 Hudson Street mortgage loan, the WRS Retail Portfolio loan and the
Rialto Industrial mortgage loan (prior to May 25, 2023 in the case of the
Rialto Industrial 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 3650R
2022-PF2 PSA, pursuant to which the 800 Cesar Chavez mortgage loan and the
Triple Net Portfolio mortgage loan are serviced. (see Exhibit 33.1)
33.18 3650 REIT Loan Servicing LLC,
as special servicer for the 800 Cesar Chavez mortgage loan and the Triple Net
Portfolio mortgage loan under the 3650R 2022-PF2 PSA.
33.19 Park Bridge Lender Services LLC,
as operating advisor for the 800 Cesar Chavez mortgage loan and the Triple Net
Portfolio mortgage loan under the 3650R 2022-PF2 PSA. (see Exhibit 33.9)
33.20 Computershare Trust Company, National
Association, as custodian for the 800 Cesar Chavez mortgage loan and the Triple
Net Portfolio mortgage loan under the 3650R 2022-PF2 PSA. (see Exhibit 33.5)
33.21 Computershare Trust Company,
National Association, as trustee under the 3650R 2022-PF2 PSA, pursuant to
which the 800 Cesar Chavez mortgage loan and the Triple Net Portfolio mortgage
loan are serviced. (see Exhibit 33.4)
33.22 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 is serviced. (see Exhibit 33.1)
33.23 LNR Partners, LLC, as special
servicer for the Great Lakes Crossing Outlets mortgage loan under the Benchmark
2023-B38 PSA. (see Exhibit 33.2)
33.24 Park Bridge Lender Services LLC,
as operating advisor for the Great Lakes Crossing Outlets mortgage loan under
the Benchmark 2023-B38 PSA. (see Exhibit 33.9)
33.25 Computershare Trust Company,
National Association, as custodian for the Great Lakes Crossing Outlets
mortgage loan under the Benchmark 2023-B38 PSA. (see Exhibit 33.5)
33.26 Computershare Trust Company,
National Association, as trustee under the Benchmark 2023-B38 PSA, pursuant to
which the Great Lakes Crossing Outlets mortgage loan is serviced. (see Exhibit
33.4)
33.27 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the
Benchmark 2023-V2 PSA, pursuant to which the Green Acres mortgage loan is
serviced. (see Exhibit 33.1)
33.28 3650 REIT Loan Servicing LLC,
as special servicer for the Green Acres mortgage loan under the Benchmark
2023-V2 PSA. (see Exhibit 33.18)
33.29 BellOak, LLC, as operating advisor for the Green Acres
mortgage loan under the Benchmark 2023-V2 PSA (omitted; see Explanatory Note
15)
33.30 Computershare Trust Company,
National Association, as custodian for the Green Acres mortgage loan under the
Benchmark 2023-V2 PSA. (see Exhibit 33.5)
33.31 Computershare Trust Company,
National Association, as trustee under the Benchmark 2023-V2 PSA, pursuant to
which the Green Acres mortgage loan is serviced. (see Exhibit 33.4)
33.32 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the
Benchmark 2022-B37 PSA, pursuant to which the IPG Portfolio mortgage loan is
serviced. (see Exhibit 33.1)
33.33 Rialto Capital Advisors, LLC,
as special servicer for the IPG Portfolio mortgage loan under the Benchmark
2022-B37 PSA. (see Exhibit 33.13)
33.34 Pentalpha Surveillance LLC, as
operating advisor for the IPG Portfolio mortgage loan under the Benchmark
2022-B37 PSA. (see Exhibit 33.3)
33.35 Computershare Trust Company,
National Association, as custodian for the IPG Portfolio mortgage loan under
the Benchmark 2022-B37 PSA. (see Exhibit 33.5)
33.36 Computershare Trust Company,
National Association, as trustee under the Benchmark 2022-B37 PSA, pursuant to
which the IPG Portfolio mortgage loan is serviced. (see Exhibit 33.4)
33.37 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the BMO
2022-C3 PSA, pursuant to which the Kingston Square Apartments mortgage loan is
serviced. (see Exhibit 33.1)
33.38 Midland Loan Services, a
Division of PNC Bank, National Association, as special servicer for the
Kingston Square Apartments mortgage loan under the BMO 2022-C3 PSA prior to May
10, 2023. (see Exhibit 33.1)
33.39 K-Star Asset Management
LLC, as special servicer for the Kingston Square Apartments mortgage loan under
the BMO 2022-C3 PSA on and after May 10, 2023.
33.40 Park Bridge Lender Services LLC,
as operating advisor for the Kingston Square Apartments mortgage loan under the
BMO 2022-C3 PSA. (see Exhibit 33.9)
33.41 Computershare Trust Company,
National Association, as custodian for the Kingston Square Apartments mortgage
loan under the BMO 2022-C3 PSA. (see Exhibit 33.5)
33.42 Computershare Trust Company,
National Association, as trustee under the BMO 2022-C3 PSA, pursuant to which
the Kingston Square Apartments mortgage loan is serviced. (see Exhibit 33.4)
33.43 KeyBank National Association,
as master servicer under the BBCMS 2023-C19 PSA, pursuant to which the Latitude
at South Portland mortgage loan is serviced.
33.44 K-Star Asset Management LLC, as
special servicer for the Latitude at South Portland mortgage loan under the
BBCMS 2023-C19 PSA. (see Exhibit 33.39)
33.45 Pentalpha Surveillance LLC, as
operating advisor for the Latitude at South Portland mortgage loan under the
BBCMS 2023-C19 PSA. (see Exhibit 33.3)
33.46 Computershare Trust Company,
National Association, as custodian for the Latitude at South Portland mortgage
loan under the BBCMS 2023-C19 PSA. (see Exhibit 33.5)
33.47 Computershare Trust Company,
National Association, as trustee under the BBCMS 2023-C19 PSA, pursuant to
which the Latitude at South Portland mortgage loan is serviced. (see Exhibit
33.4)
33.48 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the BBCMS
2022-C16 PSA, pursuant to which the Oak Ridge Office Park mortgage loan is
serviced. (see Exhibit 33.1)
33.49 LNR Partners, LLC, as special
servicer for the Oak Ridge Office Park mortgage loan under the BBCMS 2022-C16
PSA. (see Exhibit 33.2)
33.50 Park Bridge Lender Services LLC,
as operating advisor for the Oak Ridge Office Park mortgage loan under the
BBCMS 2022-C16 PSA. (see Exhibit 33.9)
33.51 Computershare Trust Company, National
Association, as custodian for the Oak Ridge Office Park mortgage loan under the
BBCMS 2022-C16 PSA. (see Exhibit 33.5)
33.52 Wilmington Trust, National Association, as trustee under the
BBCMS 2022-C16 PSA, pursuant to which the Oak Ridge Office Park mortgage loan
is serviced. (omitted; see Explanatory Note 14)
33.53 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the BMO
2023-C5 PSA, pursuant to which the Orizon Aerostructures mortgage loan is
serviced. (see Exhibit 33.1)
33.54 Rialto Capital Advisors, LLC,
as special servicer for the Orizon Aerostructures mortgage loan under the BMO
2023-C5 PSA. (see Exhibit 33.13)
33.55 Park Bridge Lender Services LLC,
as operating advisor for the Orizon Aerostructures mortgage loan under the BMO
2023-C5 PSA. (see Exhibit 33.9)
33.56 Computershare Trust Company,
National Association, as custodian for the Orizon Aerostructures mortgage loan
under the BMO 2023-C5 PSA. (see Exhibit 33.5)
33.57 Computershare Trust Company,
National Association, as trustee under the BMO 2023-C5 PSA, pursuant to which
the Orizon Aerostructures mortgage loan is serviced. (see Exhibit 33.4)
33.58 KeyBank National Association,
as master servicer under the BBCMS 2022-C17 PSA, pursuant to which the Park
West Village mortgage loan is serviced. (see Exhibit 33.43)
33.59 KeyBank National Association,
as Park West Village special servicer for the Park West Village mortgage loan
under the BBCMS 2022-C17 PSA. (see Exhibit 33.43)
33.60 Pentalpha Surveillance LLC, as
operating advisor for the Park West Village mortgage loan under the BBCMS
2022-C17 PSA. (see Exhibit 33.3)
33.61 Computershare Trust Company,
National Association, as custodian for the Park West Village mortgage loan
under the BBCMS 2022-C17 PSA. (see Exhibit 33.5)
33.62 Computershare Trust Company,
National Association, as trustee under the BBCMS 2022-C17 PSA, pursuant to
which the Park West Village mortgage loan is serviced. (see Exhibit 33.4)
33.63 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the 3650R
2021-PF1 PSA, pursuant to which the PetSmart HQ mortgage loan is serviced. (see
Exhibit 33.1)
33.64 3650 REIT Loan Servicing LLC,
as special servicer for the for the PetSmart HQ mortgage loan under the 3650R
2021-PF1 PSA. (see Exhibit 33.18)
33.65 Park Bridge Lender Services LLC,
as operating advisor for the PetSmart HQ mortgage loan under the 3650R 2021-PF1
PSA. (see Exhibit 33.9)
33.66 Wells Fargo Bank, National
Association, as custodian for the PetSmart HQ mortgage loan under the 3650R
2021-PF1 PSA.
33.67 Computershare Trust Company,
National Association, as agent for Wells Fargo Bank, National Association, as
custodian for the PetSmart HQ mortgage loan under the 3650R 2021-PF1 PSA. (see
Exhibit 33.5)
33.68 Wells Fargo Bank, National
Association, as trustee under the 3650R 2021-PF1 PSA, pursuant to which the
PetSmart HQ mortgage loan is serviced.
33.69 Computershare Trust Company,
National Association, as agent for Wells Fargo Bank, National Association, as
trustee under the 3650R 2021-PF1 PSA, pursuant to which the PetSmart HQ
mortgage loan is serviced. (see Exhibit 33.4)
33.70 Wells Fargo Bank, National Association, as master servicer
under the MSWF 2023-1 PSA, pursuant to which the Rialto Industrial mortgage
loan is serviced on and after May 25, 2023. (omitted; see Explanatory Note 14)
33.71 Argentic Services Company LP, as special servicer for the
Rialto Industrial mortgage loan under the MSWF 2023-1 PSA. (omitted; see
Explanatory Note 14)
33.72 Pentalpha Surveillance LLC, as
operating advisor for the Rialto Industrial mortgage loan under the MSWF 2023-1
PSA. (see Exhibit 33.3)
33.73 Computershare Trust Company,
National Association, as custodian for the Rialto Industrial mortgage loan
under the MSWF 2023-1 PSA. (see Exhibit 33.5)
33.74 Computershare Trust Company,
National Association, as trustee under the MSWF 2023-1 PSA, pursuant to which
the Rialto Industrial 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 14)
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 Pentalpha Surveillance 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 Arbor Multifamily
Lending, LLC, as primary servicer
34.7 Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer under the FIVE 2023-V1
PSA, pursuant to which the 575 Broadway mortgage loan and the Gilardian NYC
Portfolio mortgage loan are serviced. (see Exhibit 34.1)
34.8 Greystone Servicing Company LLC,
as special servicer for the 575 Broadway mortgage loan and the Gilardian NYC
Portfolio mortgage loan under the FIVE 2023-V1 PSA.
34.9 Park Bridge Lender Services LLC,
as operating advisor for the 575 Broadway mortgage loan and the Gilardian NYC Portfolio
mortgage loan under the FIVE 2023-V1 PSA.
34.10 Computershare Trust Company,
National Association, as custodian for the 575 Broadway mortgage loan and the
Gilardian NYC Portfolio mortgage loan under the FIVE 2023-V1 PSA. (see Exhibit
34.5)
34.11 Computershare Trust Company,
National Association, as trustee under the FIVE 2023-V1 PSA, pursuant to which
the 575 Broadway mortgage loan and the Gilardian NYC Portfolio mortgage loan
are serviced. (see Exhibit 34.4)
34.12 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the BBCMS
2022-C18 PSA, pursuant to which the 70 Hudson Street mortgage loan, the WRS
Retail Portfolio loan and the Rialto Industrial mortgage loan (prior to May 25,
2023 in the case of the Rialto Industrial mortgage loan) are serviced. (see
Exhibit 34.1)
34.13 Rialto Capital Advisors, LLC,
as special servicer for the 70 Hudson Street mortgage loan, the WRS Retail
Portfolio loan and the Rialto Industrial mortgage loan (prior to May 25, 2023
in the case of the Rialto Industrial mortgage loan) under the BBCMS 2022-C18
PSA.
34.14 Park Bridge Lender Services LLC,
as operating advisor for the 70 Hudson Street mortgage loan, the WRS Retail
Portfolio loan and the Rialto Industrial mortgage loan (prior to May 25, 2023
in the case of the Rialto Industrial mortgage loan) under the BBCMS 2022-C18
PSA. (see Exhibit 34.9)
34.15 Computershare Trust Company, National
Association, as custodian for the 70 Hudson Street mortgage loan, the WRS
Retail Portfolio loan and the Rialto Industrial mortgage loan (prior to May 25,
2023 in the case of the Rialto Industrial mortgage loan) under the BBCMS
2022-C18 PSA. (see Exhibit 34.5)
34.16 Computershare Trust Company,
National Association, as trustee under the BBCMS 2022-C18 PSA, pursuant to
which the 70 Hudson Street mortgage loan, the WRS Retail Portfolio loan and the
Rialto Industrial mortgage loan (prior to May 25, 2023 in the case of the
Rialto Industrial 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 3650R
2022-PF2 PSA, pursuant to which the 800 Cesar Chavez mortgage loan and the
Triple Net Portfolio mortgage loan are serviced. (see Exhibit 34.1)
34.18 3650 REIT Loan Servicing LLC,
as special servicer for the 800 Cesar Chavez mortgage loan and the Triple Net
Portfolio mortgage loan under the 3650R 2022-PF2 PSA.
34.19 Park Bridge Lender Services LLC,
as operating advisor for the 800 Cesar Chavez mortgage loan and the Triple Net
Portfolio mortgage loan under the 3650R 2022-PF2 PSA. (see Exhibit 34.9)
34.20 Computershare Trust Company,
National Association, as custodian for the 800 Cesar Chavez mortgage loan and
the Triple Net Portfolio mortgage loan under the 3650R 2022-PF2 PSA. (see
Exhibit 34.5)
34.21 Computershare Trust Company,
National Association, as trustee under the 3650R 2022-PF2 PSA, pursuant to
which the 800 Cesar Chavez mortgage loan and the Triple Net Portfolio mortgage
loan are serviced. (see Exhibit 34.4)
34.22 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 is serviced. (see Exhibit 34.1)
34.23 LNR Partners, LLC, as special
servicer for the Great Lakes Crossing Outlets mortgage loan under the Benchmark
2023-B38 PSA. (see Exhibit 34.2)
34.24 Park Bridge Lender Services LLC,
as operating advisor for the Great Lakes Crossing Outlets mortgage loan under
the Benchmark 2023-B38 PSA. (see Exhibit 34.9)
34.25 Computershare Trust Company,
National Association, as custodian for the Great Lakes Crossing Outlets
mortgage loan under the Benchmark 2023-B38 PSA. (see Exhibit 34.5)
34.26 Computershare Trust Company,
National Association, as trustee under the Benchmark 2023-B38 PSA, pursuant to
which the Great Lakes Crossing Outlets mortgage loan is serviced. (see Exhibit
34.4)
34.27 Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer under the Benchmark
2023-V2 PSA, pursuant to which the Green Acres mortgage loan is serviced. (see
Exhibit 34.1)
34.28 3650 REIT Loan Servicing LLC,
as special servicer for the Green Acres mortgage loan under the Benchmark
2023-V2 PSA. (see Exhibit 34.18)
34.29 BellOak, LLC, as operating advisor for the Green Acres mortgage
loan under the Benchmark 2023-V2 PSA. (omitted; see Explanatory Note 15)
34.30 Computershare Trust Company,
National Association, as custodian for the Green Acres mortgage loan under the
Benchmark 2023-V2 PSA. (see Exhibit 34.5)
34.31 Computershare Trust Company,
National Association, as trustee under the Benchmark 2023-V2 PSA, pursuant to
which the Green Acres mortgage loan is serviced. (see Exhibit 34.4)
34.32 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the
Benchmark 2022-B37 PSA, pursuant to which the IPG Portfolio mortgage loan is
serviced. (see Exhibit 34.1)
34.33 Rialto Capital Advisors, LLC,
as special servicer for the IPG Portfolio mortgage loan under the Benchmark
2022-B37 PSA. (see Exhibit 34.13)
34.34 Pentalpha Surveillance LLC, as operating
advisor for the IPG Portfolio mortgage loan under the Benchmark 2022-B37 PSA.
(see Exhibit 34.3)
34.35 Computershare Trust Company,
National Association, as custodian for the IPG Portfolio mortgage loan under
the Benchmark 2022-B37 PSA. (see Exhibit 34.5)
34.36 Computershare Trust Company,
National Association, as trustee under the Benchmark 2022-B37 PSA, pursuant to
which the IPG Portfolio mortgage loan is serviced. (see Exhibit 34.4)
34.37 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the BMO 2022-C3
PSA, pursuant to which the Kingston Square Apartments mortgage loan is
serviced. (see Exhibit 34.1)
34.38 Midland Loan Services, a
Division of PNC Bank, National Association, as special servicer for the
Kingston Square Apartments mortgage loan under the BMO 2022-C3 PSA prior to May
10, 2023. (see Exhibit 34.1)
34.39 K-Star Asset Management
LLC, as special servicer for the Kingston Square Apartments mortgage loan under
the BMO 2022-C3 PSA on and after May 10, 2023.
34.40 Park Bridge Lender Services LLC,
as operating advisor for the Kingston Square Apartments mortgage loan under the
BMO 2022-C3 PSA. (see Exhibit 34.9)
34.41 Computershare Trust Company,
National Association, as custodian for the Kingston Square Apartments mortgage
loan under the BMO 2022-C3 PSA. (see Exhibit 34.5)
34.42 Computershare Trust Company,
National Association, as trustee under the BMO 2022-C3 PSA, pursuant to which
the Kingston Square Apartments mortgage loan is serviced. (see Exhibit 34.4)
34.43 KeyBank National Association,
as master servicer under the BBCMS 2023-C19 PSA, pursuant to which the Latitude
at South Portland mortgage loan is serviced.
34.44 K-Star Asset Management LLC, as
special servicer for the Latitude at South Portland mortgage loan under the
BBCMS 2023-C19 PSA. (see Exhibit 34.39)
34.45 Pentalpha Surveillance LLC, as
operating advisor for the Latitude at South Portland mortgage loan under the
BBCMS 2023-C19 PSA. (see Exhibit 34.3)
34.46 Computershare Trust Company,
National Association, as custodian for the Latitude at South Portland mortgage
loan under the BBCMS 2023-C19 PSA. (see Exhibit 34.5)
34.47 Computershare Trust Company,
National Association, as trustee under the BBCMS 2023-C19 PSA, pursuant to
which the Latitude at South Portland mortgage loan is serviced. (see Exhibit
34.4)
34.48 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the BBCMS
2022-C16 PSA, pursuant to which the Oak Ridge Office Park mortgage loan is
serviced. (see Exhibit 34.1)
34.49 LNR Partners, LLC, as special
servicer for the Oak Ridge Office Park mortgage loan under the BBCMS 2022-C16
PSA. (see Exhibit 34.2)
34.50 Park Bridge Lender Services LLC,
as operating advisor for the Oak Ridge Office Park mortgage loan under the
BBCMS 2022-C16 PSA. (see Exhibit 34.9)
34.51 Computershare Trust Company,
National Association, as custodian for the Oak Ridge Office Park mortgage loan
under the BBCMS 2022-C16 PSA. (see Exhibit 34.5)
34.52 Wilmington Trust, National Association, as trustee under the
BBCMS 2022-C16 PSA, pursuant to which the Oak Ridge Office Park mortgage loan
is serviced. (omitted; see Explanatory Note 14)
34.53 Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer under the BMO 2023-C5
PSA, pursuant to which the Orizon Aerostructures mortgage loan is serviced.
(see Exhibit 34.1)
34.54 Rialto Capital Advisors, LLC,
as special servicer for the Orizon Aerostructures mortgage loan under the BMO
2023-C5 PSA. (see Exhibit 34.13)
34.55 Park Bridge Lender Services LLC,
as operating advisor for the Orizon Aerostructures mortgage loan under the BMO
2023-C5 PSA. (see Exhibit 34.9)
34.56 Computershare Trust Company,
National Association, as custodian for the Orizon Aerostructures mortgage loan
under the BMO 2023-C5 PSA. (see Exhibit 34.5)
34.57 Computershare Trust Company,
National Association, as trustee under the BMO 2023-C5 PSA, pursuant to which
the Orizon Aerostructures mortgage loan is serviced. (see Exhibit 34.4)
34.58 KeyBank National Association,
as master servicer under the BBCMS 2022-C17 PSA, pursuant to which the Park
West Village mortgage loan is serviced. (see Exhibit 34.43)
34.59 KeyBank National Association,
as Park West Village special servicer for the Park West Village mortgage loan
under the BBCMS 2022-C17 PSA. (see Exhibit 34.43)
34.60 Pentalpha Surveillance LLC, as
operating advisor for the Park West Village mortgage loan under the BBCMS
2022-C17 PSA. (see Exhibit 34.3)
34.61 Computershare Trust Company,
National Association, as custodian for the Park West Village mortgage loan
under the BBCMS 2022-C17 PSA. (see Exhibit 34.5)
34.62 Computershare Trust Company,
National Association, as trustee under the BBCMS 2022-C17 PSA, pursuant to
which the Park West Village mortgage loan is serviced. (see Exhibit 34.4)
34.63 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the 3650R
2021-PF1 PSA, pursuant to which the PetSmart HQ mortgage loan is serviced. (see
Exhibit 34.1)
34.64 3650 REIT Loan Servicing LLC,
as special servicer for the for the PetSmart HQ mortgage loan under the 3650R
2021-PF1 PSA. (see Exhibit 34.18)
34.65 Park Bridge Lender Services LLC,
as operating advisor for the PetSmart HQ mortgage loan under the 3650R 2021-PF1
PSA. (see Exhibit 34.9)
34.66 Wells Fargo Bank, National
Association, as custodian for the PetSmart HQ mortgage loan under the 3650R
2021-PF1 PSA.
34.67 Computershare Trust Company,
National Association, as agent for Wells Fargo Bank, National Association, as
custodian for the PetSmart HQ mortgage loan under the 3650R 2021-PF1 PSA. (see
Exhibit 34.5)
34.68 Wells Fargo Bank, National
Association, as trustee under the 3650R 2021-PF1 PSA, pursuant to which the
PetSmart HQ mortgage loan is serviced.
34.69 Computershare Trust Company,
National Association, as agent for Wells Fargo Bank, National Association, as
trustee under the 3650R 2021-PF1 PSA, pursuant to which the PetSmart HQ
mortgage loan is serviced. (see Exhibit 34.4)
34.70 Wells Fargo Bank, National Association, as master servicer
under the MSWF 2023-1 PSA, pursuant to which the Rialto Industrial mortgage
loan is serviced on and after May 25, 2023. (omitted; see Explanatory Note 14)
34.71 Argentic Services Company LP, as special servicer for the
Rialto Industrial mortgage loan under the MSWF 2023-1 PSA. (omitted; see
Explanatory Note 14)
34.72 Pentalpha Surveillance LLC, as
operating advisor for the Rialto Industrial mortgage loan under the MSWF 2023-1
PSA. (see Exhibit 34.3)
34.73 Computershare Trust Company,
National Association, as custodian for the Rialto Industrial mortgage loan
under the MSWF 2023-1 PSA. (see Exhibit 34.5)
34.74 Computershare Trust Company,
National Association, as trustee under the MSWF 2023-1 PSA, pursuant to which
the Rialto Industrial mortgage loan is serviced. (see Exhibit 34.4)
35 Servicer compliance statement. (See Explanatory Note 15)
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 Arbor Multifamily Lending,
LLC, as primary servicer
35.5 Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer under the FIVE 2023-V1
PSA, pursuant to which the 575 Broadway mortgage loan and the Gilardian NYC
Portfolio mortgage loan are serviced. (see Exhibit 35.1)
35.6 Greystone Servicing Company LLC,
as special servicer for the 575 Broadway mortgage loan and the Gilardian NYC
Portfolio mortgage loan under the FIVE 2023-V1 PSA.
35.7 Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer under the BBCMS 2022-C18
PSA, pursuant to which the 70 Hudson Street mortgage loan, the WRS Retail
Portfolio loan and the Rialto Industrial mortgage loan (prior to May 25, 2023
in the case of the Rialto Industrial mortgage loan) are serviced. (see Exhibit
35.1)
35.8 Rialto Capital Advisors, LLC, as
special servicer for the 70 Hudson Street mortgage loan, the WRS Retail
Portfolio loan and the Rialto Industrial mortgage loan (prior to May 25, 2023
in the case of the Rialto Industrial mortgage loan) under the BBCMS 2022-C18
PSA.
35.9 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 and the Triple Net
Portfolio mortgage loan are serviced. (see Exhibit 35.1)
35.10 3650 REIT Loan Servicing LLC,
as special servicer for the 800 Cesar Chavez mortgage loan and the Triple Net
Portfolio mortgage loan under the 3650R 2022-PF2 PSA
35.11 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 is serviced. (see Exhibit 35.1)
35.12 LNR Partners, LLC, as special
servicer for the Great Lakes Crossing Outlets mortgage loan under the Benchmark
2023-B38 PSA. (see Exhibit 35.2)
35.13 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the
Benchmark 2023-V2 PSA, pursuant to which the Green Acres mortgage loan is
serviced. (see Exhibit 35.1)
35.14 3650 REIT Loan Servicing LLC,
as special servicer for the Green Acres mortgage loan under the Benchmark
2023-V2 PSA. (see Exhibit 35.10)
35.15 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the
Benchmark 2022-B37 PSA, pursuant to which the IPG Portfolio mortgage loan is
serviced. (see Exhibit 35.1)
35.16 Rialto Capital Advisors, LLC, as
special servicer for the IPG Portfolio mortgage loan under the Benchmark
2022-B37 PSA. (see Exhibit 35.8)
35.17 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the BMO
2022-C3 PSA, pursuant to which the Kingston Square Apartments mortgage loan is
serviced. (see Exhibit 35.1)
35.18 Midland Loan Services, a
Division of PNC Bank, National Association, as special servicer for the
Kingston Square Apartments mortgage loan under the BMO 2022-C3 PSA prior to May
10, 2023. (see Exhibit 35.1)
35.19 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the BBCMS
2022-C16 PSA, pursuant to which the Oak Ridge Office Park mortgage loan is
serviced. (see Exhibit 35.1)
35.20 LNR Partners, LLC, as special
servicer for the Oak Ridge Office Park mortgage loan under the BBCMS 2022-C16
PSA. (see Exhibit 35.2)
35.21 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the BMO
2023-C5 PSA, pursuant to which the Orizon Aerostructures mortgage loan is
serviced. (see Exhibit 35.1)
35.22 Rialto Capital Advisors, LLC, as
special servicer for the Orizon Aerostructures mortgage loan under the BMO
2023-C5 PSA. (see Exhibit 35.8)
35.23 Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the 3650R
2021-PF1 PSA, pursuant to which the PetSmart HQ mortgage loan is serviced. (see
Exhibit 35.1)
35.24 3650 REIT Loan Servicing LLC,
as special servicer for the for the PetSmart HQ mortgage loan under the 3650R
2021-PF1 PSA. (see Exhibit 35.10)
35.25 Argentic Services Company LP,
as special servicer for the Rialto Industrial mortgage loan under the MSWF
2023-1 PSA.
99.1 Mortgage
Loan Purchase Agreement, dated as of February 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 February 14,
2023, and filed on February 14, 2023 under Commission File No. 333-255934-04,
and is incorporated by reference herein).
99.2 Mortgage
Loan Purchase Agreement, dated as of February 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 February 14, 2023, and filed on February 14, 2023 under
Commission File No. 333-255934-04, and is incorporated by reference herein).
99.3 Mortgage
Loan Purchase Agreement, dated as of February 1, 2023, between LMF Commercial,
LLC and BMO Commercial Mortgage Securities LLC, pursuant to which LMF
Commercial, LLC 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 February 14, 2023, and filed on February 14, 2023 under
Commission File No. 333-255934-04, and is incorporated by reference herein).
99.4 Mortgage
Loan Purchase Agreement, dated as of February 1, 2023, between Argentic Real
Estate Finance LLC and BMO Commercial Mortgage Securities LLC, pursuant to
which Argentic Real Estate Finance LLC. 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 February 14, 2023, and filed on February 14,
2023 under Commission File No. 333-255934-04, and is incorporated by reference
herein).
99.5 Mortgage
Loan Purchase Agreement, dated as of February 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 99.5 to the
registrant's Current Report on Form 8-K dated February 14, 2023, and filed on
February 14, 2023 under Commission File No. 333-255934-04, and is
incorporated by reference herein).
99.6 Mortgage
Loan Purchase Agreement, dated as of February 1, 2023, between Natixis Real
Estate Capital LLC and BMO Commercial Mortgage Securities LLC, pursuant to
which Natixis Real Estate Capital 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 February 14, 2023, and filed on February 14,
2023 under Commission File No. 333-255934-04, and is incorporated by reference
herein).
99.7 Mortgage
Loan Purchase Agreement, dated as of February 1, 2023, between Oceanview
Commercial Mortgage Finance, LLC, Oceanview U.S. Holdings Corp. and BMO
Commercial Mortgage Securities LLC, pursuant to which Oceanview Commercial
Mortgage Finance, 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 February 14, 2023, and filed on February 14, 2023 under
Commission File No. 333-255934-04, and is incorporated by reference herein).
99.8 Mortgage
Loan Purchase Agreement, dated as of February 1, 2023, between Greystone
Commercial Mortgage Capital LLC, Greystone Select Company II LLC and BMO
Commercial Mortgage Securities LLC, pursuant to which Greystone Commercial
Mortgage Capital LLC 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 February 14, 2023, and filed on February 14, 2023 under
Commission File No. 333-255934-04, and is incorporated by reference herein).
99.9 Mortgage
Loan Purchase Agreement, dated as of February 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 99.9 to the registrant's
Current Report on Form 8-K dated February 14, 2023, and filed on February 14,
2023 under Commission File No. 333-255934-04, and is incorporated by reference
herein).
99.10 Primary
Servicing Agreement, dated as of February 1, 2023, between Midland Loan
Services, a Division of PNC Bank, National Association, as master servicer, and
Arbor Multifamily Lending, LLC, as primary servicer (filed as Exhibit 99.10 to
the registrant's Current Report on Form 8-K dated February 14, 2023, and filed
on February 14, 2023 under Commission File No. 333-255934-04, 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)