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, 2024

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 the issuing entity: 333-257737-09

 Central Index Key Number of the issuing entity:
0001985684

 BBCMS Mortgage Trust 2023-C21

 (exact name of the issuing entity as specified in its
charter)

 Central Index Key Number of the depositor: 0001541480

 Barclays Commercial Mortgage
Securities LLC

 (exact name of the depositor as specified in its
charter)

 Central Index Key Number of the sponsor: 0001549574

 Barclays Capital Real Estate Inc.

 Central Index Key Number of the sponsor: 0001840727

 3650 Real Estate Investment Trust 2
LLC

 Central Index Key Number of the sponsor: 0001701238

 Citi Real Estate Funding Inc.

 Central Index Key Number of the sponsor: 0000927971

 Bank of Montreal

 Central Index Key Number of the sponsor: 0001541294

 German American Capital Corporation

 New York

 (State or other jurisdiction of

 incorporation or organization of

 the issuing entity)

 38-4279457

 38-4279458

 38-7292533

 (I.R.S. Employer

 Identification Numbers)

c/o Computershare Trust Company, National Association

 as Certificate Administrator

 9062 Old Annapolis Road

 Columbia, MD

 (Address of principal
executive offices of the issuing entity)

 21045

 (Zip Code)

 Registrant's telephone number,
including area code:

 (212) 412-4000

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 None

 Securities registered pursuant to Section 12(g) of the
Act: None.

 Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes
No

 Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes
No

 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 o 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 (Section 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit such files).

 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 o
Accelerated
filer
o

 Non-accelerated
filer
Smaller reporting
company
o

Emerging growth
company
o

 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. o

 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. o

 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. o

 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). o

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

 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.

 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. o
Yes o
No

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

 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).

 EXPLANATORY NOTES

 The Cipriani NYC Portfolio Mortgage Loan, the
Rhino Retail Portfolio 2 Mortgage Loan, the La Habra Marketplace Mortgage Loan
and the 1516 Motor Parkway Mortgage Loan, which constituted approximately 8.8%,
8.1%, 5.2% and 1.3%, respectively, of the asset pool of the issuing entity as
of its cut-off date, are each an asset of the issuing entity and are each part
of a loan combination that includes (a) with respect to the Cipriani NYC
Portfolio Mortgage Loan, two other pari passu loans, which are not
assets of the issuing entity, (b) with respect to the Rhino Retail Portfolio 2
Mortgage Loan, four other pari passu loans, which are not assets of the
issuing entity, (c) with respect to the La Habra Marketplace Mortgage Loan, six
other pari passu loans, which are not assets of the issuing entity and
(d) with respect to the 1516 Motor Parkway Mortgage Loan, one other pari
passu loan, which is not an asset of the issuing entity. These loan
combinations, including the Cipriani NYC Portfolio Mortgage Loan, the Rhino Retail
Portfolio 2 Mortgage Loan, the La Habra Marketplace Mortgage Loan and the 1516
Motor Parkway Mortgage Loan, are being serviced and administered pursuant to
the Pooling and Servicing Agreement, which is incorporated by reference as
Exhibit 4.1 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the Centene Mortgage Loan, which constituted
approximately 2.3% of the asset pool of the issuing entity as of its cut-off
date. The Centene Mortgage Loan is an asset of the issuing entity and is
part of a loan combination that includes the Centene Mortgage Loan and two
other pari passu loans, which are not assets of the issuing entity. A pari
passu portion of the loan combination was securitized in the 3650R 2021-PF1
Commercial Mortgage Trust transaction, Commission File Number 333-255181-01
(the " 3650R 2021-PF1 Transaction "). This loan combination, including the
Centene Mortgage Loan, is being serviced and administered pursuant to the
pooling and servicing agreement for the 3650R 2021-PF1 Transaction, which is
incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the Art Ovation Hotel Mortgage Loan, the Triple
Net Portfolio Mortgage Loan, the 500 Delaware Mortgage Loan and the TOTAL Plaza
Mortgage Loan, which constituted approximately 2.9%, 2.9%, 2.2% and 1.8%,
respectively, of the asset pool of the issuing entity as of its cut-off
date. The Art Ovation Hotel Mortgage Loan, the Triple Net Portfolio
Mortgage Loan, the 500 Delaware Mortgage Loan and the TOTAL Plaza Mortgage Loan
are each an asset of the issuing entity and are each part of a loan combination
that includes (a) with respect to the Art Ovation Hotel Mortgage Loan, three
other pari passu loans, which are not assets of the issuing entity, (b)
with respect to the Triple Net Portfolio Mortgage Loan, four other pari
passu loans, which are not assets of the issuing entity, (c) with respect
to the 500 Delaware Mortgage Loan, four other pari passu loans, which
are not assets of the issuing entity or (d) with respect to the TOTAL Plaza
Mortgage Loan, six other pari passu loans, which are not assets of the
issuing entity. A pari passu portion of each loan combination was
securitized in the 3650R 2022-PF2 Commercial Mortgage Trust transaction,
Commission File Number 333-255181-02 (the " 3650R 2022-PF2 Transaction ").
These loan combinations, including the Art Ovation Hotel Mortgage Loan, the
Triple Net Portfolio Mortgage Loan, the 500 Delaware Mortgage Loan and the
TOTAL Plaza Mortgage Loan, are being serviced and administered pursuant to the
pooling and servicing agreement for the 3650R 2022-PF2 Transaction, which is
incorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the Great Lakes Crossing Outlets Mortgage Loan,
which constituted approximately 2.6% of the asset pool of the issuing entity as
of its cut-off date. The Great Lakes Crossing Outlets Mortgage Loan is an
asset of the issuing entity and is part of a loan combination that includes the
Great Lakes Crossing Outlets Mortgage Loan and ten other pari passu
loans, which are not assets of the issuing entity. A pari passu portion
of the loan combination was securitized in the Benchmark 2023-B38 Mortgage
Trust transaction, Commission File Number 333-260277-04 (the " Benchmark
2023-B38 Transaction "). This loan combination, including the Great Lakes
Crossing Outlets Mortgage Loan, is being serviced and administered pursuant to
the pooling and servicing agreement for the Benchmark 2023-B38 Transaction,
which is incorporated by reference as Exhibit 4.4 to this Annual Report on Form
10-K.

 The Exhibit Index describes exhibits
provided by certain parties (in their capacities indicated on the Exhibit
Index) with respect to the Healthcare Trust MOB Portfolio Mortgage Loan, which
constituted approximately 9.6% of the asset pool of the issuing entity as of
its cut-off date. The Healthcare Trust MOB Portfolio Mortgage Loan is an
asset of the issuing entity and is part of a loan combination that includes the
Healthcare Trust MOB Portfolio Mortgage Loan and ten other pari passu
loans, which are not assets of the issuing entity. A pari passu portion
of the loan combination was securitized in the BBCMS Mortgage Trust 2023-C20
transaction, Commission File Number 333-257737-08 (the " BBCMS 2023-C20
Transaction "). This loan combination, including the Healthcare Trust MOB
Portfolio Mortgage Loan, is being serviced and administered pursuant to the
pooling and servicing agreement for the BBCMS 2023-C20 Transaction, which is
incorporated by reference as Exhibit 4.5 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the Soho Beach House Miami Mortgage Loan, the
Novolex Portfolio Mortgage Loan, the Back Bay Office Mortgage Loan and the
Seagate Campus Mortgage Loan, which constituted approximately 4.4%, 3.7%, 1.8%
and 1.6%, respectively, of the asset pool of the issuing entity as of its
cut-off date. The Soho Beach House Miami Mortgage Loan, the Novolex
Portfolio Mortgage Loan, the Back Bay Office Mortgage Loan and the Seagate
Campus Mortgage Loan are each an asset of the issuing entity and are each part
of a loan combination that includes (a) with respect to the Soho Beach House
Miami Mortgage Loan, six other pari passu loans, which are not assets of
the issuing entity, (b) with respect to the Novolex Portfolio Mortgage Loan,
six other pari passu loans, which are not assets of the issuing entity,
(c) with respect to the Back Bay Office Mortgage Loan, fourteen other pari
passu loans and two subordinate companion loans, which are not assets of
the issuing entity or (d) with respect to the Seagate Campus Mortgage Loan, six
other pari passu loans, which are not assets of the issuing entity. A pari
passu portion of each loan combination was securitized in the Benchmark
2023-B39 Mortgage Trust transaction, Commission File Number 333-262701-04 (the
" Benchmark 2023-B39 Transaction "). These loan combinations, including
the Soho Beach House Miami Mortgage Loan, the Novolex Portfolio Mortgage Loan,
the Back Bay Office Mortgage Loan and the Seagate Campus Mortgage Loan, are
being serviced and administered pursuant to the pooling and servicing agreement
for the Benchmark 2023-B39 Transaction, which is incorporated by reference as
Exhibit 4.6 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the One & Two Commerce Square Mortgage Loan,
which constituted approximately 1.8% of the asset pool of the issuing entity as
of its cut-off date. The One & Two Commerce Square Mortgage Loan is
an asset of the issuing entity and is part of a loan combination that includes
the One & Two Commerce Square Mortgage Loan and twelve other pari passu
loans, which are not assets of the issuing entity. A pari passu portion
of the loan combination was securitized in the BANK 2023-BNK46 transaction,
Commission File Number 333-257991-07 (the " BANK 2023-BNK46 Transaction ").
This loan combination, including the One & Two Commerce Square Mortgage
Loan, is being serviced and administered pursuant to the pooling and servicing
agreement for the BANK 2023-BNK46 Transaction, which is incorporated by
reference as Exhibit 4.7 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the 11 West 42nd Street Mortgage Loan, which
constituted approximately 2.2% of the asset pool of the issuing entity as of
its cut-off date. The 11 West 42nd Street Mortgage Loan is an asset of
the issuing entity and is part of a loan combination that includes the 11 West
42nd Street Mortgage Loan and twenty-two other pari passu loans, which
are not assets of the issuing entity. A pari passu portion of the loan
combination was securitized in the BANK5 2023-5YR3 transaction, Commission File
Number 333-261279-04 (the " BANK5 2023-5YR3 Transaction "). This loan
combination, including the 11 West 42nd Street Mortgage Loan, is being serviced
and administered pursuant to the pooling and servicing agreement for the BANK5
2023-5YR3 Transaction, which is incorporated by reference as Exhibit 4.8 to
this Annual Report on Form 10-K.

Exhibit Index) with respect to the RTL Retail Portfolio Mortgage Loan, which
constituted approximately 9.2% of the asset pool of the issuing entity as of
its cut-off date. The RTL Retail Portfolio Mortgage Loan is an asset of
the issuing entity and is part of a loan combination that includes the RTL
Retail Portfolio Mortgage Loan and fifteen other pari passu loans, which
are not assets of the issuing entity. This loan combination, including the RTL
Retail Portfolio Mortgage Loan, was serviced under the Pooling and Servicing
Agreement for the issuing entity prior to the closing of the securitization of
a pari passu portion of the RTL Retail Portfolio loan combination in the
BBCMS Mortgage Trust 2023-C22 transaction, Commission File Number 333-257737-10
(the " BBCMS 2023-C22 Transaction "). After the closing of the BBCMS
2023-C22 Transaction on November 9, 2023, this loan combination, including the
RTL Retail Portfolio Mortgage Loan was, and will continue to be, serviced and
administered pursuant to the pooling and servicing agreement with respect to
the BBCMS 2023-C22 Transaction, which is incorporated by reference as Exhibit
4.9 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the Fashion Valley Mall Mortgage Loan, which
constituted approximately 9.2% of the asset pool of the issuing entity as of
its cut-off date. The Fashion Valley Mall Mortgage Loan is an asset of
the issuing entity and is part of a loan combination that includes the Fashion
Valley Mall Mortgage Loan and seventeen other pari passu loans, which
are not assets of the issuing entity. This loan combination, including the
Fashion Valley Mall Mortgage Loan, was serviced under the pooling and servicing
agreement for the BBCMS 2023-C20 Transaction prior to the closing of the
securitization of a pari passu portion of the Fashion Valley Mall loan
combination in the Benchmark 2023-B40 Mortgage Trust transaction, Commission
File Number 333-258342-03 (the " Benchmark 2023-B40 Transaction ").
After the closing of the Benchmark 2023-B40 Transaction on December 21, 2023,
this loan combination, including the Fashion Valley Mall Mortgage Loan was, and
will continue to be, serviced and administered pursuant to the pooling and
servicing agreement with respect to the Benchmark 2023-B40 Transaction, which
is incorporated by reference as Exhibit 4.10 to this Annual Report on Form
10-K.

Exhibit Index) with respect to the CX – 250 Water Street Mortgage Loan, which
constituted approximately 7.8% of the asset pool of the issuing entity as of
its cut-off date. The CX – 250 Water Street Mortgage Loan is an asset of
the issuing entity and is part of a loan combination that includes the CX – 250
Water Street Mortgage Loan and nineteen other pari passu loans, which
are not assets of the issuing entity. This loan combination, including the CX –
250 Water Street Mortgage Loan, was serviced under the pooling and servicing
agreement for the BANK 2023-BNK45 transaction prior to the closing of the
securitization of a pari passu portion of the CX – 250 Water Street loan
combination in the MSWF Commercial Mortgage Trust 2023-2 transaction,
Commission File Number 333-257991-09 (the " MSWF 2023-2 Transaction ").
After the closing of the MSWF 2023-2 Transaction on December 21, 2023, this
loan combination, including the CX – 250 Water Street Mortgage Loan was, and
will continue to be, serviced and administered pursuant to the pooling and
servicing agreement with respect to the MSWF 2023-2 Transaction, which is
incorporated by reference as Exhibit 4.11 to this Annual Report on Form 10-K.

 The master servicer of a pooling
and servicing agreement or trust and servicing agreement also functions as the
primary servicer of the related mortgage loans serviced and administered
pursuant to such agreement unless a separate primary servicer is identified
herein. If this report does not identify a separate primary servicer, the
servicer compliance statement provided by the master servicer under any such
agreement also encompasses its responsibilities as primary servicer of the
related mortgage loan or mortgage loans.

 Midland Loan Services, a Division
of PNC Bank, National Association is the master servicer of the mortgage loans
serviced under the Pooling and Servicing Agreement and the primary servicer of
the RTL Retail Portfolio Mortgage Loan, the Fashion Valley Mall Mortgage Loan,
the Soho Beach House Miami Mortgage Loan, the Novolex Portfolio Mortgage Loan,
the Art Ovation Hotel Mortgage Loan, the Triple Net Portfolio Mortgage Loan,
the Great Lakes Crossing Outlets Mortgage Loan, the Centene Mortgage Loan, the
500 Delaware Mortgage Loan, the Back Bay Office Mortgage Loan, the TOTAL Plaza
Mortgage Loan and the Seagate Campus Mortgage Loan. As a result, Midland Loan
Services, a Division of PNC Bank, National Association is a "servicer" as
defined in Item 1108(a)(2)(iii) of Regulation AB, in the capacities described
above, because it is servicing mortgage loans that constituted 10% or more of
the assets of the issuing entity as of its cut-off date. The assessments of
compliance with applicable servicing criteria, accountants' attestation reports
and servicer compliance statements delivered by Midland Loan Services, a
Division of PNC Bank, National Association in the capacities described above
are listed in the Exhibit Index.

 3650 REIT Loan Servicing LLC is
the special servicer of the mortgage loans serviced under the Pooling and
Servicing Agreement, the Art Ovation Hotel Mortgage Loan, the Triple Net
Portfolio Mortgage Loan, the Centene Mortgage Loan, the 500 Delaware Mortgage
Loan and the TOTAL Plaza Mortgage Loan. As a result, 3650 REIT Loan Servicing
LLC is a "servicer" as defined in Item 1108(a)(2)(iii) of Regulation AB, in the
capacities described above, because it is servicing mortgage loans that
constituted 10% or more of the assets of the issuing entity as of its cut-off
date. The assessments of compliance with applicable servicing criteria,
accountants' attestation reports and servicer compliance statements delivered
by 3650 REIT Loan Servicing LLC in the capacities described above are listed in
the Exhibit Index.

 Computershare Trust Company,
National Association is the custodian of the mortgage loans serviced under the
Pooling and Servicing Agreement, the Healthcare Trust MOB Portfolio Mortgage
Loan, the Fashion Valley Mall Mortgage Loan, the RTL Retail Portfolio Mortgage
Loan, the CX – 250 Water Street Mortgage Loan, the Soho Beach House Miami
Mortgage Loan, the Novolex Portfolio Mortgage Loan, the Art Ovation Hotel
Mortgage Loan, the Triple Net Portfolio Mortgage Loan, the Great Lakes Crossing
Outlets Mortgage Loan, the 11 West 42nd Street Mortgage Loan, the 500 Delaware
Mortgage Loan, the TOTAL Plaza Mortgage Loan, the Back Bay Office Mortgage
Loan, the One & Two Commerce Square Mortgage Loan and the Seagate Campus
Mortgage Loan. As a result, Computershare Trust Company, National
Association is a servicing function participant in the capacities described
above, because it is servicing mortgage loans that constituted 5% or more of
the assets of the issuing entity as of its cut-off date. The assessments of
compliance with applicable servicing criteria and accountants' attestation
reports delivered by Computershare Trust Company, National Association in the
capacities described above are listed in the Exhibit Index.

 Wells Fargo Bank, National
Association is the primary servicer of the CX – 250 Water Street Mortgage Loan,
the 11 West 42nd Street Mortgage Loan and the One & Two Commerce Square
Mortgage Loan. As a result, Wells Fargo Bank, National Association is a
"servicer" as defined in Item 1108(a)(2)(iii) of Regulation AB, in the
capacities described above, because it is servicing mortgage loans that
constituted 10% or more of the assets of the issuing entity as of its cut-off
date. The assessments of compliance with applicable servicing criteria,
accountants' attestation reports and servicer compliance statements delivered
by Wells Fargo Bank, National Association in the capacities described above are
listed in the Exhibit Index.

 Wells Fargo Bank, National
Association is the custodian of the Centene Mortgage Loan, which when combined
with its other capacities described in the preceding paragraph, means that
Wells Fargo Bank, National Association is a servicing function participant with
respect to 5% or more of the assets of the issuing entity as of its cut-off
date. The assessment of compliance with applicable servicing criteria and
accountants' attestation report delivered by Wells Fargo Bank, National
Association in such capacity is listed in the Exhibit Index.

 Park Bridge Lender Services LLC is
the operating advisor of the Healthcare Trust MOB Portfolio Mortgage Loan, the
Soho Beach House Miami Mortgage Loan, the Novolex Portfolio Mortgage Loan, the
Triple Net Portfolio Mortgage Loan, the Art Ovation Hotel Mortgage Loan, the
Great Lakes Crossing Outlets Mortgage Loan, the Centene Mortgage Loan, the 500
Delaware Mortgage Loan, the One & Two Commerce Square Mortgage Loan, the
Back Bay Office Mortgage Loan, the TOTAL Plaza Mortgage Loan and the Seagate
Campus Mortgage Loan. As a result, Park Bridge Lender Services LLC is a
servicing function participant in the capacities described above, because it is
servicing mortgage loans that constituted 5% or more of the assets of the
issuing entity as of its cut-off date. The assessments of compliance with
applicable servicing criteria and accountants' attestation reports delivered by
Park Bridge Lender Services LLC in the capacities described above are listed in
the Exhibit Index.

 Pentalpha Surveillance LLC is the
operating advisor of the Fashion Valley Mall Mortgage Loan, the RTL Retail
Portfolio Mortgage Loan and the 11 West 42nd Street Mortgage Loan. As a
result, Pentalpha Surveillance LLC is a servicing function participant in the
capacities described above, because it is servicing mortgage loans that
constituted 5% or more of the assets of the issuing entity as of its cut-off
date. The assessments of compliance with applicable servicing criteria and
accountants' attestation reports delivered by Pentalpha Surveillance LLC in the
capacities described above are listed in the Exhibit Index.

 LNR Partners, LLC is the special
servicer of the Healthcare Trust MOB Portfolio Mortgage Loan, the Fashion
Valley Mall Mortgage Loan, the Great Lakes Crossing Outlets Mortgage Loan and
the One & Two Commerce Square Mortgage Loan. As a result, LNR Partners, LLC
is a "servicer" as defined in Item 1108(a)(2)(iii) of Regulation AB, in the
capacities described above, because it is servicing mortgage loans that
constituted 10% or more of the assets of the issuing entity as of its cut-off
date. The assessments of compliance with applicable servicing criteria,
accountants' attestation reports and servicer compliance statements delivered
by LNR Partners, LLC in the capacities described above are listed in the
Exhibit Index.

 K-Star Asset Management LLC is the
special servicer of the Novolex Portfolio Mortgage Loan, the Seagate Campus
Mortgage Loan and the Soho Beach House Miami Mortgage Loan. These
mortgage loans constitute more than 5%, but less than 10%, of the pool assets
of the issuing entity. Therefore, the Depositor included in this Annual
Report on Form 10-K an assessment of compliance with applicable servicing
criteria for K-Star Asset Management LLC and an accountants' attestation report
pursuant to Item 1122 of Regulation AB because K-Star Asset Management LLC is
servicing more than 5% of the pool assets. However, the Depositor is not
required to include in this Annual Report on Form 10-K a servicer compliance
statement pursuant to Item 1123 of Regulation AB of K-Star Asset Management LLC
because K-Star Asset Management LLC is an unaffiliated servicer servicing less
than 10% of pool assets.

 Computershare Trust Company,
National Association acts as trustee of the Cipriani NYC Portfolio Mortgage
Loan, the Rhino Retail Portfolio 2 Mortgage Loan, the La Habra Marketplace
Mortgage Loan, the 1516 Motor Parkway Mortgage Loan, the Triple Net Portfolio
Mortgage Loan, the Art Ovation Hotel Mortgage Loan, the 500 Delaware Mortgage
Loan, the TOTAL Plaza Mortgage Loan, the Great Lakes Crossing Outlets Mortgage
Loan, the Healthcare Trust MOB Portfolio Mortgage Loan, the Soho Beach House
Miami Mortgage Loan, the Novolex Portfolio Mortgage Loan, the Seagate Campus
Mortgage Loan, the 11 West 42nd Street Mortgage Loan, the Back Bay Office
Mortgage Loan, the RTL Retail Portfolio Mortgage Loan, the Fashion Valley Mall
Mortgage Loan and the CX – 250 Water Street Mortgage Loan. Pursuant to
the Pooling and Servicing Agreement, the pooling and servicing agreement for
the 3650R 2022-PF2 Transaction, the pooling and servicing agreement for the
Benchmark 2023-B38 Transaction, the pooling and servicing agreement for the BBCMS
2023-C20 Transaction, the pooling and servicing agreement for the Benchmark
2023-B39 Transaction, the pooling and servicing agreement for the BANK5
2023-5YR3 Transaction, the pooling and servicing agreement for the BBCMS
2023-C22 Transaction, the pooling and servicing agreement for the Benchmark
2023-B40 Transaction and the pooling and servicing agreement for the MSWF
2023-2 Transaction, the trustee is required to provide an assessment of
compliance with applicable servicing criteria solely with respect to Item
1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guarantees
regarding collections, cash flows or distributions, and any interest or other
fees charged for such advances, are made, reviewed and approved as specified in
the transaction agreements). However, during the reporting period, the trustee
did not perform any servicing function with respect to the servicing criteria
specified in Item 1122(d)(2)(iii) of Regulation AB. The master servicer
or the special servicer, to the extent required, performed the servicing
function identified with respect to Item 1122(d)(2)(iii) of Regulation AB, and
each such party included Item 1122(d)(2)(iii) of Regulation AB in the
assessment of compliance with applicable servicing criteria and accountant's
attestation report for the subject transaction. As a result, this Annual
Report on Form 10-K does not include an assessment of compliance with
applicable servicing criteria of the trustee. One or more other servicers of
the Cipriani NYC Portfolio Mortgage Loan, the Rhino Retail Portfolio 2 Mortgage
Loan, the La Habra Marketplace Mortgage Loan, the 1516 Motor Parkway Mortgage
Loan, the Triple Net Portfolio Mortgage Loan, the Art Ovation Hotel Mortgage
Loan, the 500 Delaware Mortgage Loan, the TOTAL Plaza Mortgage Loan, the Great
Lakes Crossing Outlets Mortgage Loan, the Healthcare Trust MOB Portfolio
Mortgage Loan, the Soho Beach House Miami Mortgage Loan, the Novolex Portfolio
Mortgage Loan, the Seagate Campus Mortgage Loan, the 11 West 42nd Street Mortgage
Loan, the Back Bay Office Mortgage Loan, the RTL Retail Portfolio Mortgage
Loan, the Fashion Valley Mall Mortgage Loan and the CX – 250 Water Street
Mortgage Loan have delivered one or more assessments of compliance with respect
to Item 1122(d)(2)(iii) of Regulation AB.

 Wells Fargo Bank, National
Association acts as trustee of the Centene Mortgage Loan. Pursuant to the
pooling and servicing agreement for the 3650R 2021-PF1 Transaction, the trustee
is required to provide an assessment of compliance with applicable servicing
criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB
(regarding advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances, are
made, reviewed and approved as specified in the transaction agreements).
However, during the reporting period, the trustee did not perform any servicing
function with respect to the servicing criteria specified in Item
1122(d)(2)(iii) of Regulation AB. The master servicer or the special
servicer, to the extent required, performed the servicing function identified
with respect to Item 1122(d)(2)(iii) of Regulation AB, and each such party
included Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliance
with applicable servicing criteria and accountant's attestation report for the
subject transaction. As a result, this Annual Report on Form 10-K does
not include an assessment of compliance with applicable servicing criteria of
the trustee. One or more other servicers of the Centene Mortgage Loan have
delivered one or more assessments of compliance with respect to Item
1122(d)(2)(iii) of Regulation AB.

 Wilmington Trust, National
Association acts as trustee of the One & Two Commerce Square Mortgage
Loan. Pursuant to the pooling and servicing agreement for the BANK
2023-BNK46 Transaction, the trustee is required to provide an assessment of
compliance with applicable servicing criteria solely with respect to Item
1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guarantees
regarding collections, cash flows or distributions, and any interest or other
fees charged for such advances, are made, reviewed and approved as specified in
the transaction agreements). However, during the reporting period, the trustee
did not perform any servicing function with respect to the servicing criteria
specified in Item 1122(d)(2)(iii) of Regulation AB. The master servicer
or the special servicer, to the extent required, performed the servicing
function identified with respect to Item 1122(d)(2)(iii) of Regulation AB, and
each such party included Item 1122(d)(2)(iii) of Regulation AB in the
assessment of compliance with applicable servicing criteria and accountant's
attestation report for the subject transaction. As a result, this Annual
Report on Form 10-K does not include an assessment of compliance with
applicable servicing criteria of the trustee. One or more other servicers of
the One & Two Commerce Square Mortgage Loan have delivered one or more
assessments of compliance with respect to Item 1122(d)(2)(iii) of Regulation
AB.

 This Annual Report on Form 10-K
includes assessments of compliance with applicable servicing criteria and
accountants' attestation reports from CoreLogic Solutions, LLC. This
entity was engaged by the primary servicer of the One & Two Commerce Square
Mortgage Loan, the 11 West 42nd Street Mortgage Loan and the CX – 250 Water
Street Mortgage Loan to remit tax payments received from the escrow accounts of
borrowers to local taxing authorities, to report tax amounts due, to verify tax
parcel information, and to verify non-escrow tax payments. These servicing
functions are included within the servicing criteria set forth in Item
1122(d)(4)(xi) of Regulation AB. Therefore, under the principles-based
definition of "servicer" set forth in Item 1101(j) of Regulation AB that looks
to the functions that an entity performs, this vendor is a "servicer" for the
purposes of Item 1122 of Regulation AB. See Compliance and
Disclosure Interpretations, Section 301.01 (Item 1101(j)).

 This Annual
Report on Form 10-K includes an assessment of compliance with applicable
servicing criteria, accountants' attestation report and servicer compliance
statement from Computershare Trust Company, National Association (" CTCNA ").
CTCNA was engaged by Wells Fargo Bank, National Association (" Wells Fargo "),
in its capacity as certificate administrator and custodian, to perform certain
specified servicing functions identified in the assessment of compliance with
applicable servicing criteria and accountants' attestation reports. Wells
Fargo engaged CTCNA in connection with the sale of Wells Fargo's corporate
trust services business to CTCNA and its affiliates. Further, under the
principles-based definition of "servicer" set forth in Item 1101(j) of
Regulation AB that looks to the functions that an entity performs, this party
is a "servicer" for the purposes of Item 1123 of Regulation AB. See
Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

 The assessments of compliance with
applicable servicing criteria, accountants' attestation reports and servicer
compliance statements of the certificate administrator of the Triple Net
Portfolio Mortgage Loan, the Art Ovation Hotel Mortgage Loan, the 500 Delaware
Mortgage Loan, the TOTAL Plaza Mortgage Loan, the Great Lakes Crossing Outlets
Mortgage Loan, the Healthcare Trust MOB Portfolio Mortgage Loan, the Soho Beach
House Miami Mortgage Loan, the Novolex Portfolio Mortgage Loan, the Seagate
Campus Mortgage Loan, the One & Two Commerce Square Mortgage Loan, the 11
West 42nd Street Mortgage Loan, the Back Bay Office Mortgage Loan, the RTL
Retail Portfolio Mortgage Loan, the Fashion Valley Mall Mortgage Loan, the CX –
250 Water Street Mortgage Loan and the Centene Mortgage Loan are omitted from
this Annual Report on Form 10-K as the certificate administrator pursuant to
the related pooling and servicing agreement or trust and servicing agreement
does not perform any activities that address servicing criteria with respect to
the issuing entity and because they are each not a "servicer" that meets the
criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

 With respect to the pari passu
loan combinations that include the Healthcare Trust MOB Portfolio Mortgage
Loan, the Soho Beach House Miami Mortgage Loan, the Novolex Portfolio Mortgage
Loan, the Seagate Campus Mortgage Loan, the 11 West 42nd Street Mortgage Loan,
the Back Bay Office Mortgage Loan, the RTL Retail Portfolio Mortgage Loan and
the CX – 250 Water Street Mortgage Loan, (i) the reports on assessment of
compliance with servicing criteria and attestation reports on assessment of
compliance with servicing criteria of Greystone Servicing Company LLC as
special servicer of the 11 West 42nd Street Mortgage Loan and Situs Holdings,
LLC as special servicer of the Back Bay Office Mortgage Loan, listed on the
Exhibit Index are omitted from this Annual Report on Form 10-K as they are not
required to be included on this Annual Report on Form 10-K per Instruction 3 to
Item 1122 of Regulation AB because they are parties performing activities that
address servicing criteria relating to 5% or less of the assets of the issuing
entity; and (ii) the servicer compliance statements of KeyBank National
Association as primary servicer of the Healthcare Trust MOB Portfolio Mortgage
Loan, K-Star Asset Management LLC as special servicer of the Soho Beach House
Miami Mortgage Loan, the Novolex Portfolio Mortgage Loan and the Seagate Campus
Mortgage Loan, Greystone Servicing Company LLC as special servicer of the 11
West 42nd Street Mortgage Loan, Situs Holdings, LLC as special servicer of the
Back Bay Office Mortgage Loan, Rialto Capital Advisors, LLC as special servicer
of the RTL Retail Portfolio Mortgage Loan and Argentic Services Company LP as
special servicer of the CX – 250 Water Street Mortgage Loan, listed on the
Exhibit Index are omitted from this Annual Report on Form 10-K as they are not
required by Item 1123 of Regulation AB to be included on this Annual Report on
Form 10-K because they are each an unaffiliated party that is not a "servicer"
that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

 Item 1. Business.

 Item 1A. Risk Factors.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C. Cybersecurity.

 Item 2. Properties.

 Item 3. Legal Proceedings.

 Item 4. Mine Safety Disclosures.

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

 Item 6. [Reserved]

 Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.

 Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.

 Item 8. Financial Statements and Supplementary Data.

 Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure.

 Item 9A. Controls and Procedures.

 Item 9B. Other Information.

 None.

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.

 None.

 Item 10. Directors, Executive Officers and Corporate
Governance.

 Item 11. Executive Compensation.

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.

 Item 13. Certain Relationships and Related
Transactions, and Director Independence.

 Item 14. Principal Accountant Fees and Services.

 ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

 Item 1112(b) of Regulation AB, Significant Obligor
Financial Information.

 No single obligor represents 10% or more of the pool assets
held by the issuing entity.

 Item 1114(b)(2) of Regulation AB, Significant Enhancement
Provider Financial Information.

 No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this transaction as
described under Item 1114(a) of Regulation AB.

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

 No entity or group of affiliated entities provides any
derivative instruments or other support for the certificates within this
transaction as described under Item 1115 of Regulation AB.

 Item 1117 of Regulation AB, Legal Proceedings.

 The registrant knows of no material pending legal proceeding
involving the trust or any party related to the trust, other than routine
litigation incidental to the duties of those respective parties, and the following, with
respect to Wells Fargo Bank, National Association, as Trustee, Certificate
Administrator, and Custodian.

 In December 2014, Phoenix Light SF
Limited (Phoenix Light) and certain related entities filed a complaint in the
United States District Court for the Southern District of New York alleging
claims against Wells Fargo Bank, N.A., in its capacity as trustee for a number
of residential mortgage-backed securities (RMBS) trusts. Complaints raising
similar allegations have been filed by Commerzbank AG in the Southern District
of New York, IKB International and IKB Deutsche Industriebank (together, IKB)
in New York state court, and Park Royal I LLC and Park Royal II LLC in New York
state court. In each case, the plaintiffs allege that Wells Fargo Bank, N.A.,
as trustee, caused losses to investors, and plaintiffs assert causes of action
based upon, among other things, the trustee's alleged failure to notify and
enforce repurchase obligations of mortgage loan sellers for purported breaches
of representations and warranties, notify investors of alleged events of
default, and abide by appropriate standards of care following alleged events of
default. In July 2022, the district court dismissed Phoenix Light's claims and
certain of the claims asserted by Commerzbank AG, and subsequently entered
judgment in each case in favor of Wells Fargo Bank, N.A. In August 2022, Phoenix
Light and Commerzbank AG each appealed the district court's decision to the
United States Court of Appeals for the Second Circuit. Phoenix Light dismissed
its appeal in May 2023, terminating its case. In October 2024, the Second
Circuit denied Commerzbank AG's appeal. In November 2023, Wells Fargo Bank,
N.A. entered into an agreement with IKB to resolve IKB's claims. Wells Fargo
Bank, N.A. previously settled two class actions filed by institutional
investors and an action filed by the National Credit Union Administration with
similar allegations.

 Item 1119 of Regulation AB, Affiliations and Certain
Relationships and Related Transactions.

 The information regarding this Item has been previously
provided in the prospectus of the Registrant relating to the issuing entity
filed on September 19, 2023 pursuant to Rule 424(b)(2).

 Item 1122 of Regulation AB, Compliance with Applicable
Servicing Criteria.

assessments of compliance with respect to the mortgage loans are attached
hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA
to the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1
to this Annual Report on Form 10-K is a chart identifying the entities
participating in a servicing function for the transaction responsible for each
applicable servicing criteria set forth in Item 1122(d).

assessments of compliance with respect to the Centene Mortgage Loan, which is
being serviced and administered pursuant to the pooling and servicing agreement
for the 3650R 2021-PF1 Transaction, are attached hereto under Item 15 to this
Annual Report on Form 10-K. Attached as Exhibit AA to the pooling and servicing
agreement for the 3650R 2021-PF1 Transaction incorporated by reference as
Exhibit 4.2 to this Annual Report on Form 10-K is a chart identifying the
entities participating in a servicing function for the 3650R 2021-PF1
Transaction responsible for each applicable servicing criteria set forth in
Item 1122(d).

assessments of compliance with respect to the Art Ovation Hotel Mortgage Loan,
the Triple Net Portfolio Mortgage Loan, the 500 Delaware Mortgage Loan and the
TOTAL Plaza Mortgage Loan, which are being serviced and administered pursuant
to the pooling and servicing agreement for the 3650R 2022-PF2 Transaction, are
attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as
Exhibit AA to the pooling and servicing agreement for the 3650R 2022-PF2
Transaction incorporated by reference as Exhibit 4.3 to this Annual Report on
Form 10-K is a chart identifying the entities participating in a servicing
function for the 3650R 2022-PF2 Transaction responsible for each applicable
servicing criteria set forth in Item 1122(d).

assessments of compliance with respect to the Great Lakes Crossing Outlets
Mortgage Loan, which is being serviced and administered pursuant to the pooling
and servicing agreement for the Benchmark 2023-B38 Transaction, are attached
hereto under Item 15 to this Annual Report on Form 10-K. Attached as Schedule
II to the pooling and servicing agreement for the Benchmark 2023-B38
Transaction incorporated by reference as Exhibit 4.4 to this Annual Report on
Form 10-K is a chart identifying the entities participating in a servicing
function for the Benchmark 2023-B38 Transaction responsible for each applicable
servicing criteria set forth in Item 1122(d).

 The reports on assessments of compliance with the servicing criteria
for asset-backed securities and related attestation reports on such assessments
of compliance with respect to the Healthcare Trust MOB Portfolio Mortgage Loan,
which is being serviced and administered pursuant to the pooling and servicing
agreement for the BBCMS 2023-C20 Transaction, are attached hereto under Item 15
to this Annual Report on Form 10-K. Attached as Exhibit AA to the pooling and
servicing agreement for the BBCMS 2023-C20 Transaction incorporated by
reference as Exhibit 4.5 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the BBCMS
2023-C20 Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

assessments of compliance with respect to the Soho Beach House Miami Mortgage
Loan, the Novolex Portfolio Mortgage Loan, the Back Bay Office Mortgage Loan
and the Seagate Campus Mortgage Loan, which are being serviced and administered
pursuant to the pooling and servicing agreement for the Benchmark 2023-B39
Transaction, are attached hereto under Item 15 to this Annual Report on Form
10-K. Attached as Exhibit O to the pooling and servicing agreement for the
Benchmark 2023-B39 Transaction incorporated by reference as Exhibit 4.6 to this
Annual Report on Form 10-K is a chart identifying the entities participating in
a servicing function for the Benchmark 2023-B39 Transaction responsible for
each applicable servicing criteria set forth in Item 1122(d).

assessments of compliance with respect to the One & Two Commerce Square
Mortgage Loan, which is being serviced and administered pursuant to the pooling
and servicing agreement for the BANK 2023-BNK46 Transaction, are attached
hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA
to the pooling and servicing agreement for the BANK 2023-BNK46 Transaction
incorporated by reference as Exhibit 4.7 to this Annual Report on Form 10-K is
a chart identifying the entities participating in a servicing function for the
BANK 2023-BNK46 Transaction responsible for each applicable servicing criteria
set forth in Item 1122(d).

assessments of compliance with respect to the 11 West 42nd Street Mortgage
Loan, which is being serviced and administered pursuant to the pooling and
servicing agreement for the BANK5 2023-5YR3 Transaction, are attached hereto
under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit Z to the
pooling and servicing agreement for the BANK5 2023-5YR3 Transaction
incorporated by reference as Exhibit 4.8 to this Annual Report on Form 10-K is
a chart identifying the entities participating in a servicing function for the
BANK5 2023-5YR3 Transaction responsible for each applicable servicing criteria
set forth in Item 1122(d).

assessments of compliance with respect to the RTL Retail Portfolio Mortgage
Loan, which is being serviced and administered pursuant to the pooling and
servicing agreement for the BBCMS 2023-C22 Transaction, are attached hereto
under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to the
pooling and servicing agreement for the BBCMS 2023-C22 Transaction incorporated
by reference as Exhibit 4.9 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the BBCMS
2023-C22 Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

assessments of compliance with respect to the Fashion Valley Mall Mortgage
Loan, which is being serviced and administered pursuant to the pooling and
servicing agreement for the Benchmark 2023-B40 Transaction, are attached hereto
under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to the
pooling and servicing agreement for the Benchmark 2023-B40 Transaction
incorporated by reference as Exhibit 4.10 to this Annual Report on Form 10-K is
a chart identifying the entities participating in a servicing function for the
Benchmark 2023-B40 Transaction responsible for each applicable servicing
criteria set forth in Item 1122(d).

assessments of compliance with respect to the CX – 250 Water Street Mortgage
Loan, which is being serviced and administered pursuant to the pooling and
servicing agreement for the MSWF 2023-2 Transaction, are attached hereto under
Item 15 to this Annual Report on Form 10-K. Attached as Exhibit Z to the
pooling and servicing agreement for the MSWF 2023-2 Transaction incorporated by
reference as Exhibit 4.11 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the MSWF
2023-2 Transaction responsible for each applicable servicing criteria set forth
in Item 1122(d).

 Item 1123 of Regulation AB, Servicer Compliance Statement.

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

 Item 15. Exhibits and Financial Statement Schedules

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

 (1) Not applicable

 (2) Not applicable

 (3) See below

 4.1
 Pooling and Servicing Agreement, dated as of October 1,
2023, 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, Computershare
Trust Company, National Association, as Certificate Administrator and as
Trustee, and BellOak, LLC, as Operating Advisor and as Asset Representations
Reviewer (filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K

 4.2
 Pooling and Servicing Agreement, dated as of November 1,
2021, 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, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer (filed as Exhibit 4.7 to the registrant's Current Report on Form 8-K

 4.3
 Pooling and Servicing Agreement, dated as of November 1,
2022, 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, Computershare
Trust Company, National Association, as Certificate Administrator and as
Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer (filed as Exhibit 4.5 to the registrant's Current Report on Form 8-K

 4.4
 Pooling and Servicing Agreement, dated as of April 1,
2023, between 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, Computershare
Trust Company, N.A., as Trustee, Certificate Administrator, Paying Agent and
Custodian, and Park Bridge Lender Services LLC, as Operating Advisor and Asset
Representations Reviewer (filed as Exhibit 4.6 to the registrant's Current Report
on Form 8-K filed on September 19, 2023 under Commission File No. 333-257737-09

 4.5
 Pooling and Servicing Agreement, dated as of July 1,
2023, among Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank
National Association, as Master Servicer, LNR Partners, LLC, as Special
Servicer, KeyBank National Association, as Ashburn Data Center Special
Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer (filed as Exhibit 4.2 to the registrant's
Current Report on Form 8-K filed on September 19, 2023 under Commission File
No. 333-257737-09 and incorporated by reference herein)

 4.6
 Pooling and Servicing Agreement, dated as of July 1,
2023, among Citigroup Commercial Mortgage Securities Inc., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, K-Star Asset Management LLC, as a Special Servicer, Situs Holdings,
LLC, solely with respect to the Back Bay Office Whole Loan, as a Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset
Representations Reviewer, and 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 filed on September 19, 2023 under

 4.7
 Pooling and Servicing Agreement, dated as of August 1,
2023, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as General Master Servicer, LNR
Partners, LLC, as General Special Servicer, National Cooperative Bank, N.A., as
Co-op Master Servicer and as Co-op Special Servicer, Computershare Trust
Company, N.A., as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer (filed as Exhibit 4.9 to the
registrant's Current Report on Form 8-K filed on September 19, 2023 under

 4.8
 Pooling and Servicing Agreement, dated as of September 1,
2023, between Banc of America Merrill Lynch Commercial Mortgage Inc., as
Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Greystone Servicing Company LLC, as Special Servicer, Computershare Trust
Company, National Association, as Certificate Administrator and as Trustee, and
Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer (filed as Exhibit 4.8 to the registrant's Current Report on Form 8-K/A
filed on September 21, 2023 under Commission File No. 333-257737-09 and

 4.9
 Pooling and Servicing Agreement, dated as of November 1,
2023, 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, Computershare
Trust Company, National Association, as Certificate Administrator and as
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 November 14, 2023 under Commission File No. 333-257737-09

 4.10
 Pooling and Servicing Agreement, dated as of December 1,
2023, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Computershare Trust
Company, National Association, as Certificate Administrator, Computershare
Trust Company, National Association, as 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 December
22, 2023 under Commission File No. 333-257737-09 and incorporated by reference

 4.11
 Pooling and Servicing Agreement, dated as of December 1,
2023, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Argentic Services
Company LP, as Special Servicer, Computershare Trust Company, National
Association, as Certificate Administrator and as Trustee, and BellOak, LLC, as
Operating Advisor and as Asset Representations Reviewer (filed as Exhibit 4.2
to the registrant's Current Report on Form 8-K filed on December 22, 2023 under

 4.12
 Agreement Between Note Holders, dated as of May 24, 2023,
by and between Barclays Capital Real Estate Inc., as Initial Note A-1 Holder,
Barclays Capital Real Estate Inc., as Initial Note A-2 Holder, Barclays Capital
Real Estate Inc., as Initial Note A-3 Holder, Barclays Capital Real Estate
Inc., as Initial Note A-4 Holder, Barclays Capital Real Estate Inc., as Initial
Note A-5 Holder, Barclays Capital Real Estate Inc., as Initial Note A-6 Holder,
Soci t G n rale Financial Corporation, as Initial Note A-7 Holder, Soci t
G n rale Financial Corporation, as Initial Note A-8 Holder, Soci t G n rale
Financial Corporation, as Initial Note A-9 Holder, Soci t G n rale Financial
Corporation, as Initial Note A-10 Holder, Soci t G n rale Financial
Corporation, as Initial Note A-11 Holder, KeyBank National Association, as
Initial Note A-12 Holder, KeyBank National Association, as Initial Note A-13
Holder, and KeyBank National Association, as Initial Note A-14 Holder (filed as
Exhibit 4.10 to the registrant's Current Report on Form 8-K/A filed on October
5, 2023 under Commission File No. 333-257737-09 and incorporated by reference

 4.13
 Agreement Between Note Holders, dated as of May 25, 2023,
by and between Bank of America, N.A., as Initial Note A-1-1 Holder, Bank of
America, N.A., as Initial Note A-1-2 Holder, Bank of America, N.A., as Initial
Note A-1-3 Holder, Bank of America, N.A., as Initial Note A-1-4 Holder,
JPMorgan Chase Bank, National Association, as Initial Note A-2-1 Holder,
JPMorgan Chase Bank, National Association, as Initial Note A-2-2 Holder,
JPMorgan Chase Bank, National Association, as Initial Note A-2-3 Holder, JPMorgan
Chase Bank, National Association, as Initial Note A-2-4 Holder, Bank of
Montreal, as Initial Note A-3-1 Holder, Bank of Montreal, as Initial Note A-3-2
Holder, Bank of Montreal, as Initial Note A-3-3 Holder, Bank of Montreal, as
Initial Note A-3-4 Holder, Bank of Montreal, as Initial Note A-3-5 Holder, Bank
of Montreal, as Initial Note A-3-6 Holder, Barclays Capital Real Estate Inc.,
as Initial Note A-4-1 Holder, and Barclays Capital Real Estate Inc., as Initial
Note A-4-2 Holder (filed as Exhibit 4.11 to the registrant's Current Report on
Form 8-K filed on September 19, 2023 under Commission File No. 333-257737-09

 4.14
 Agreement Between Note Holders, dated as of August 30,
2023, by and between Barclays Capital Real Estate Inc., as Initial Note A-1
Holder, Barclays Capital Real Estate Inc., as Initial Note A-2 Holder, Barclays
Capital Real Estate Inc., as Initial Note A-3 Holder, Soci t G n rale
Financial Corporation, as Initial Note A-4 Holder, Soci t G n rale Financial
Corporation, as Initial Note A-5 Holder, Soci t G n rale Financial Corporation, as Initial Note
A-6 Holder, Soci t G n rale Financial Corporation, as Initial Note A-7 Holder,
KeyBank National Association, as Initial Note A-12 Holder, KeyBank National
Association, as Initial Note A-13 Holder, KeyBank National Association, as
Initial Note A-14 Holder, KeyBank National Association, as Initial Note A-15 Holder,
KeyBank National Association, as Initial Note A-16 Holder, KeyBank National
Association, as Initial Note A-17 Holder, Bank of Montreal, as Initial Note A-8
Holder, Bank of Montreal, as Initial Note A-9 Holder, Bank of Montreal, as
Initial Note A-10 Holder, and Bank of Montreal, as Initial Note A-11 Holder
(filed as Exhibit 4.12 to the registrant's Current Report on Form 8-K filed on

 4.15
 Co-Lender Agreement, dated as of August 30, 2023, by and
between Citi Real Estate Funding Inc., as Initial Note A-1 Holder, Citi Real
Estate Funding Inc., as Initial Note A-2 Holder, and Citi Real Estate Funding
Inc., as Initial Note A-3 Holder (filed as Exhibit 4.13 to the registrant's
Current Report on Form 8-K filed on September 19, 2023 under Commission File
No. 333-257737-09 and incorporated by reference herein)

 4.16
 Agreement Between Note Holders, dated as of July 28,
2023, by and between Barclays Capital Real Estate Inc., as Initial Note A-1
Holder, Barclays Capital Real Estate Inc., as Initial Note A-2 Holder, Barclays
Capital Real Estate Inc., as Initial Note A-3 Holder, Barclays Capital Real
Estate Inc., as Initial Note A-4 Holder, Bank of America, N.A., as Initial Note
A-5 Holder, and Bank of America, N.A., as Initial Note A-6 Holder (filed as
Exhibit 4.14 to the registrant's Current Report on Form 8-K filed on September
19, 2023 under Commission File No. 333-257737-09 and incorporated by reference

 4.17
 Agreement Between Note Holders, dated as of January 27,
2023, by and between Bank of America, National Association, as Initial Note
A-1 Holder, Bank of America, National Association, as Initial Note A-2 Holder,
Bank of America, National Association, as Initial Note A-3 Holder, Bank of
America, National Association, as Initial Note A-4 Holder, Bank of America,
National Association, as Initial Note A-5 Holder, Bank of America, National
Association, as Initial Note A-6 Holder, Bank of America, National Association,
as Initial Note A-7 Holder, Bank of America, National Association, as Initial
Note A-8 Holder, Wells Fargo Bank, National Association, as Initial Note A-9
Holder, Wells Fargo Bank, National Association, as Initial Note A-10 Holder,
Wells Fargo Bank, National Association, as Initial Note A-11 Holder, Wells
Fargo Bank, National Association, as Initial Note A-12 Holder, Wells Fargo
Bank, National Association, as Initial Note A-13 Holder, Wells Fargo Bank,
National Association, as Initial Note A-14 Holder, Wells Fargo Bank, National
Association, as Initial Note A-15 Holder, Wells Fargo Bank, National
Association, as Initial Note A-16 Holder, Goldman Sachs Bank USA, as Initial
Note A-17 Holder, Goldman Sachs Bank USA, as Initial Note A-18 Holder, 3650
Real Estate Investment Trust 2 LLC, as Initial Note A-19 Holder, and 3650 Real
Estate Investment Trust 2 LLC, as Initial Note A-20 Holder (filed as Exhibit
4.15 to the registrant's Current Report on Form 8-K filed on September 19, 2023
under Commission File No. 333-257737-09 and incorporated by reference herein)

 4.18
 Agreement Between Note Holders, dated as of October 7,
2022, by and between 3650 REIT Warehouse Facility Entity 2A LLC, as Initial
Note A-1-A Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note
A-1-B Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-2-A
Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-2-B
Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-2-C
Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-3-A Holder,
3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-3-B Holder, and
3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-3-C Holder (filed
as Exhibit 4.16 to the registrant's Current Report on Form 8-K filed on

 4.19
 Co-Lender Agreement, dated as of June 19, 2023, by and
between JPMorgan Chase Bank, National Association, as Initial Note A-1 Holder,
JPMorgan Chase Bank, National Association, as Initial Note A-2 Holder, JPMorgan
Chase Bank, National Association, as Initial Note A-3-1 Holder, JPMorgan Chase
Bank, National Association, as Initial Note A-3-2 Holder, JPMorgan Chase Bank,
National Association, as Initial Note A-4 Holder, Citi Real Estate Funding,
Inc., as Initial Note A-5-1 Holder, Citi Real Estate Funding, Inc., as Initial
Note A-5-2 Holder, Citi Real Estate Funding, Inc., as Initial Note A-6 Holder,
and Citi Real Estate Funding, Inc., as Initial Note A-7 Holder (filed as
Exhibit 4.17 to the registrant's Current Report on Form 8-K filed on September
19, 2023 under Commission File No. 333-257737-09 and incorporated by reference

 4.20
 Co-Lender Agreement, dated as of July 18, 2023, between
DBR Investments Co. Limited, as Note A-1 Holder, DBR Investments Co. Limited,
as Note A-2 Holder, DBR Investments Co. Limited, as Note A-3 Holder, DBR
Investments Co. Limited, as Note A-4 Holder, DBR Investments Co. Limited, as
Note A-5 Holder, Goldman Sachs Bank USA, as Note A-6 Holder, Goldman Sachs Bank
USA, as Note A-7-1 Holder, and Goldman Sachs Bank USA, as Note A-7-2 Holder
(filed as Exhibit 4.18 to the registrant's Current Report on Form 8-K filed on

 4.21
 Agreement Between Note Holders, dated as of November 30,
2022, by and between 3650 Real Estate Investment Trust 2 LLC, as Initial Note
A-1 Holder, 3650 Real Estate Investment Trust 2 LLC, as Initial Note A-2
Holder, 3650 Real Estate Investment Trust 2 LLC, as Initial Note A-3 Holder,
3650 Real Estate Investment Trust 2 LLC, as Initial Note A-4 Holder, and 3650
Real Estate Investment Trust 2 LLC, as Initial Note A-5 Holder (filed as
Exhibit 4.19 to the registrant's Current Report on Form 8-K filed on September
19, 2023 under Commission File No. 333-257737-09 and incorporated by reference

 4.22
 Agreement Between Note Holders, dated as of October 7,
2022, by and between 3650 REIT Warehouse Facility Entity 2A LLC, as Initial
Note A-1 Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note
A-2 Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-3
Holder, and 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-4
Holder (filed as Exhibit 4.20 to the registrant's Current Report on Form 8-K
filed on September 19, 2023 under Commission File No. 333-257737-09 and incorporated
by reference herein)

 4.23
 Co-Lender Agreement, dated as of January 5, 2023, by and
among Goldman Sachs Bank USA, as Initial Note A-1 Holder, DBR Investments Co.
Limited, as Initial Note A-2 Holder, and Bank of Montreal, as Initial Note A-3
Holder (filed as Exhibit 4.21 to the registrant's Current Report on Form 8-K

 4.24
 Agreement Between Note Holders, dated as of November 18,
2021, by and between 3650 REIT Warehouse Facility Entity 2A LLC, as Initial
Note A-1 Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note
A-2 Holder, and 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-3
Holder (filed as Exhibit 4.22 to the registrant's Current Report on Form 8-K

 4.25
 Agreement Between Noteholders, dated as of June 30, 2023,
by and between Bank of America, N.A., as Initial Note A-1-1 Holder, Bank of
America, N.A., as Initial Note A-1-2 Holder, Bank of America, N.A., as Initial
Note A-1-3 Holder, Bank of America, N.A., as Initial Note A-1-4 Holder, Bank of
America, N.A., as Initial Note A-1-5 Holder, UBS AG, New York Branch, as
Initial Note A-2-1 Holder, UBS AG, New York Branch, as Initial Note A-2-2
Holder, UBS AG, New York Branch, as Initial Note A-2-3 Holder, UBS AG, New York
Branch, as Initial Note A-2-4 Holder, UBS AG, New York Branch, as Initial Note
A-2-5 Holder, UBS AG, New York Branch, as Initial Note A-2-6 Holder, UBS AG,
New York Branch, as Initial Note A-2-7 Holder, UBS AG, New York Branch, as
Initial Note A-2-8 Holder, UBS AG, New York Branch, as Initial Note A-2-9
Holder, UBS AG, New York Branch, as Initial Note A-2-10 Holder, UBS AG, New
York Branch, as Initial Note A-2-11 Holder, LMF Commercial, LLC, as Initial
Note A-3-1 Holder, LMF Commercial, LLC, as Initial Note A-3-2 Holder, LMF
Commercial, LLC, as Initial Note A-3-3 Holder, LMF Commercial, LLC, as Initial
Note A-3-4 Holder, LMF Commercial, LLC, as Initial Note A-3-5 Holder, LMF
Commercial, LLC, as Initial Note A-3-6 Holder, LMF Commercial, LLC, as Initial
Note A-3-7 Holder, and LMF Commercial, LLC, as Initial Note A-3-8 Holder (filed
as Exhibit 4.23 to the registrant's Current Report on Form 8-K filed on

 4.26
 Agreement Between Note Holders, dated as of November 30,
2022, by and between 3650 REIT Warehouse Facility Entity 2A LLC, as Initial
Note A-1 Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note
A-2 Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-3
Holder, 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-4 Holder,
and 3650 REIT Warehouse Facility Entity 2A LLC, as Initial Note A-5 Holder
(filed as Exhibit 4.24 to the registrant's Current Report on Form 8-K filed on

 4.27
 Amended and Restated Agreement Between Noteholders, dated
as of August 2, 2023, by and between New York Life Insurance Company, as
Initial Note A-1 Holder, Teachers Insurance and Annuity Association of America,
as Initial Note A-2 Holder, Deutsche Bank AG, New York Branch, as Initial Note
A-3 Holder, Computershare Trust Company, National Association, not in its
individual capacity but solely as Trustee for the benefit of the Holders of
Benchmark 2023-B39 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2023-B39, and any related Uncertificated VRR Interest Owner, as Initial
Note A-4-1 Holder, Zions Bancorporation, N.A., as Initial Note A-4-2 Holder,
Deutsche Bank AG, New York Branch, as Initial Note A-4-3 Holder, Deutsche Bank
AG, New York Branch, as Initial Note A-5-1 Holder, Deutsche Bank AG, New York
Branch, as Initial Note A-5-2 Holder, Computershare Trust Company, National
Association, not in its individual capacity but solely as Trustee for the
benefit of the Holders of BANK5 2023-5YR2, Commercial Mortgage Pass-Through
Certificates, Series 2023-5YR2, and the related VRR Interest Owners, as Initial
Note A-6 Holder, Wells Fargo Bank, National Association, as Initial Note A-7-A
Holder, Wells Fargo Bank, National Association, as Initial Note A-7-B Holder,
Computershare Trust Company, National Association, not in its individual
capacity but solely as Trustee for the benefit of the Holders of Benchmark
2023-B39 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2023-B39,
and any related Uncertificated VRR Interest Owner, as Initial Note A-8-1
Holder, Goldman Sachs Bank USA, as Initial Note A-8-2-A Holder, Goldman Sachs
Bank USA, as Initial Note A-8-2-B Holder, Goldman Sachs Bank USA, as Initial
Note A-8-3 Holder, SM Finance (GoReLux) LLC, as Initial Note B-1 Holder, and SM
Finance (GoReLux) LLC, as Initial Note B-2 Holder (filed as Exhibit 4.25 to the
registrant's Current Report on Form 8-K filed on September 19, 2023 under

 4.28
 Agreement Between Note Holders, dated as of June 1, 2023,
by and between Bank of America, N.A., as Initial Note A-1 Holder, Bank of
America, N.A., as Initial Note A-2 Holder, Bank of America, N.A., as Initial
Note A-3 Holder, Bank of America, N.A., as Initial Note A-4 Holder, Barclays
Capital Real Estate Inc., as Initial Note A-5 Holder, Barclays Capital Real
Estate Inc., as Initial Note A-6 Holder, Barclays Capital Real Estate Inc., as
Initial Note A-7 Holder, Barclays Capital Real Estate Inc., as Initial Note A-8
Holder, JPMorgan Chase Bank, National Association, as Initial Note A-9 Holder,
JPMorgan Chase Bank, National Association, as Initial Note A-10 Holder,
JPMorgan Chase Bank, National Association, as Initial Note A-11 Holder, and
JPMorgan Chase Bank, National Association, as Initial Note A-12 Holder (filed
as Exhibit 4.26 to the registrant's Current Report on Form 8-K filed on

 4.29
 Agreement Between Note Holders, dated as of October 6,
2022, by and among Column Financial, Inc., as Initial Note A-1 Holder, Column
Financial, Inc., as Initial Note A-2 Holder, Column Financial, Inc., as Initial
Note A-3 Holder, Column Financial, Inc., as Initial Note A-4 Holder, Column
Financial, Inc., as Initial Note A-5 Holder, Column Financial, Inc., as Initial
Note A-6 Holder, and Column Financial, Inc., as Initial Note A-7 Holder (filed
as Exhibit 4.27 to the registrant's Current Report on Form 8-K filed on

 4.30
 Agreement Between Note Holders, dated as of June 9, 2023,
by and between Citi Real Estate Funding Inc., as Initial Note A-1 Holder, Citi
Real Estate Funding Inc., as Initial Note A-2 Holder, Citi Real Estate Funding
Inc., as Initial Note A-3 Holder, UBS AG, by and through its branch office at
1285 Avenue of the Americas, New York, New York, as Initial Note A-4 Holder,
UBS AG, by and through its branch office at 1285 Avenue of the Americas, New
York, New York, as Initial Note A-5-1 Holder, UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York, as Initial Note
A-5-2 Holder, and Wells Fargo Bank, National Association, as Initial Note A-6
Holder (filed as Exhibit 4.28 to the registrant's Current Report on Form 8-K

 4.31
 Agreement Between Note Holders, dated as of October 5,
2023, by and between 3650 REIT Warehouse Facility Entity 2A LLC, as Initial
Note A-1 Holder, and 3650 REIT Warehouse Facility Entity 2A LLC, as Initial
Note A-2 Holder (filed as Exhibit 4.29 to the registrant's Current Report on
Form 8-K filed on September 19, 2023 under Commission File No. 333-257737-09

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

Reports on assessment of compliance with servicing criteria for asset-backed
securities.

 33.1
National Association, as Master Servicer

 33.2

 33.3
as Trustee and Certificate Administrator

 33.4
as Custodian

 33.5
 BellOak, LLC, as Operating Advisor

 33.6
National Association, as Primary Servicer of the Cipriani NYC Portfolio
Mortgage Loan (see Exhibit 33.1)

 33.7
of the Cipriani NYC Portfolio Mortgage Loan (see Exhibit 33.2)

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

 33.9
as Custodian of the Cipriani NYC Portfolio Mortgage Loan (see Exhibit 33.4)

 33.10
 BellOak, LLC, as Operating Advisor of the Cipriani
NYC Portfolio Mortgage Loan (see Exhibit 33.5)

 33.11
National Association, as Primary Servicer of the Rhino Retail Portfolio 2
Mortgage Loan (see Exhibit 33.1)

 33.12
of the Rhino Retail Portfolio 2 Mortgage Loan (see Exhibit 33.2)

 33.13
Computershare Trust Company, National Association, as Trustee of the Rhino
Retail Portfolio 2 Mortgage Loan (Omitted. See Explanatory Notes.)

 33.14
as Custodian of the Rhino Retail Portfolio 2 Mortgage Loan (see Exhibit 33.4)

 33.15
 BellOak, LLC, as Operating Advisor of the Rhino
Retail Portfolio 2 Mortgage Loan (see Exhibit 33.5)

 33.16
National Association, as Primary Servicer of the La Habra Marketplace Mortgage

 33.17
of the La Habra Marketplace Mortgage Loan (see Exhibit 33.2)

 33.18
Computershare Trust Company, National Association, as Trustee of the La Habra
Marketplace Mortgage Loan (Omitted. See Explanatory Notes.)

 33.19
as Custodian of the La Habra Marketplace Mortgage Loan (see Exhibit 33.4)

 33.20
 BellOak, LLC, as Operating Advisor of the La Habra
Marketplace Mortgage Loan (see Exhibit 33.5)

 33.21
National Association, as Primary Servicer of the 1516 Motor Parkway Mortgage

 33.22
of the 1516 Motor Parkway Mortgage Loan (see Exhibit 33.2)

 33.23
Computershare Trust Company, National Association, as Trustee of the 1516 Motor
Parkway Mortgage Loan (Omitted. See Explanatory Notes.)

 33.24
as Custodian of the 1516 Motor Parkway Mortgage Loan (see Exhibit 33.4)

 33.25
 BellOak, LLC, as Operating Advisor of the 1516
Motor Parkway Mortgage Loan (see Exhibit 33.5)

 33.26
National Association, as Primary Servicer of the Centene Mortgage Loan (see
Exhibit 33.1)

 33.27
of the Centene Mortgage Loan (see Exhibit 33.2)

 33.28
Wells Fargo Bank, National Association, as Trustee of the Centene Mortgage Loan

 33.29
 Wells Fargo Bank, National Association, as
Custodian of the Centene Mortgage Loan

 33.30
Advisor of the Centene Mortgage Loan

 33.31
as Servicing Function Participant for the Custodian (see Exhibit 33.4)

 33.32
National Association, as Primary Servicer of the Art Ovation Hotel Mortgage

 33.33
of the Art Ovation Hotel Mortgage Loan (see Exhibit 33.2)

 33.34
Computershare Trust Company, National Association, as Trustee of the Art
Ovation Hotel Mortgage Loan (Omitted. See Explanatory Notes.)

 33.35
as Custodian of the Art Ovation Hotel Mortgage Loan (see Exhibit 33.4)

 33.36
Advisor of the Art Ovation Hotel Mortgage Loan (see Exhibit 33.30)

 33.37
National Association, as Primary Servicer of the Triple Net Portfolio Mortgage

 33.38
of the Triple Net Portfolio Mortgage Loan (see Exhibit 33.2)

 33.39
Computershare Trust Company, National Association, as Trustee of the Triple Net

 33.40
as Custodian of the Triple Net Portfolio Mortgage Loan (see Exhibit 33.4)

 33.41
Advisor of the Triple Net Portfolio Mortgage Loan (see Exhibit 33.30)

 33.42
National Association, as Primary Servicer of the 500 Delaware Mortgage Loan
(see Exhibit 33.1)

 33.43
of the 500 Delaware Mortgage Loan (see Exhibit 33.2)

 33.44
Computershare Trust Company, National Association, as Trustee of the 500
Delaware Mortgage Loan (Omitted. See Explanatory Notes.)

 33.45
as Custodian of the 500 Delaware Mortgage Loan (see Exhibit 33.4)

 33.46
Advisor of the 500 Delaware Mortgage Loan (see Exhibit 33.30)

 33.47
National Association, as Primary Servicer of the TOTAL Plaza Mortgage Loan (see
Exhibit 33.1)

 33.48
of the TOTAL Plaza Mortgage Loan (see Exhibit 33.2)

 33.49
Computershare Trust Company, National Association, as Trustee of the TOTAL
Plaza Mortgage Loan (Omitted. See Explanatory Notes.)

 33.50
as Custodian of the TOTAL Plaza Mortgage Loan (see Exhibit 33.4)

 33.51
Advisor of the TOTAL Plaza Mortgage Loan (see Exhibit 33.30)

 33.52
National Association, as Primary Servicer of the Great Lakes Crossing Outlets
Mortgage Loan (see Exhibit 33.1)

 33.53
Great Lakes Crossing Outlets Mortgage Loan

 33.54
Computershare Trust Company, National Association, as Trustee of the Great
Lakes Crossing Outlets Mortgage Loan (Omitted. See Explanatory Notes.)

 33.55
as Custodian of the Great Lakes Crossing Outlets Mortgage Loan (see Exhibit
33.4)

 33.56
Advisor of the Great Lakes Crossing Outlets Mortgage Loan (see Exhibit 33.30)

 33.57
 KeyBank National Association, as Primary Servicer
of the Healthcare Trust MOB Portfolio Mortgage Loan

 33.58
Healthcare Trust MOB Portfolio Mortgage Loan (see Exhibit 33.53)

 33.59
Computershare Trust Company, National Association, as Trustee of the Healthcare
Trust MOB Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

 33.60
as Custodian of the Healthcare Trust MOB Portfolio Mortgage Loan (see Exhibit
33.4)

 33.61
Advisor of the Healthcare Trust MOB Portfolio Mortgage Loan (see Exhibit 33.30)

 33.62
National Association, as Primary Servicer of the Soho Beach House Miami
Mortgage Loan (see Exhibit 33.1)

 33.63
of the Soho Beach House Miami Mortgage Loan

 33.64
Computershare Trust Company, National Association, as Trustee of the Soho Beach
House Miami Mortgage Loan (Omitted. See Explanatory Notes.)

 33.65
as Custodian of the Soho Beach House Miami Mortgage Loan (see Exhibit 33.4)

 33.66
Advisor of the Soho Beach House Miami Mortgage Loan (see Exhibit 33.30)

 33.67
National Association, as Primary Servicer of the Novolex Portfolio Mortgage

 33.68
of the Novolex Portfolio Mortgage Loan (see Exhibit 33.63)

 33.69
Computershare Trust Company, National Association, as Trustee of the Novolex

 33.70
as Custodian of the Novolex Portfolio Mortgage Loan (see Exhibit 33.4)

 33.71
Advisor of the Novolex Portfolio Mortgage Loan (see Exhibit 33.30)

 33.72
 Midland Loan Services, a Division of PNC Bank, National
Association, as Primary Servicer of the Back Bay Office Mortgage Loan (see
Exhibit 33.1)

 33.73
Situs Holdings, LLC, as Special Servicer of the Back Bay Office Mortgage Loan

 33.74
Computershare Trust Company, National Association, as Trustee of the Back Bay
Office Mortgage Loan (Omitted. See Explanatory Notes.)

 33.75
as Custodian of the Back Bay Office Mortgage Loan (see Exhibit 33.4)

 33.76
Advisor of the Back Bay Office Mortgage Loan (see Exhibit 33.30)

 33.77
National Association, as Primary Servicer of the Seagate Campus Mortgage Loan
(see Exhibit 33.1)

 33.78
of the Seagate Campus Mortgage Loan (see Exhibit 33.63)

 33.79
Computershare Trust Company, National Association, as Trustee of the Seagate
Campus Mortgage Loan (Omitted. See Explanatory Notes.)

 33.80
as Custodian of the Seagate Campus Mortgage Loan (see Exhibit 33.4)

 33.81
Advisor of the Seagate Campus Mortgage Loan (see Exhibit 33.30)

 33.82
Servicer of the One & Two Commerce Square Mortgage Loan

 33.83
 LNR Partners, LLC, as Special Servicer of the One
& Two Commerce Square Mortgage Loan (see Exhibit 33.53)

 33.84
Wilmington Trust, National Association, as Trustee of the One & Two
Commerce Square Mortgage Loan (Omitted. See Explanatory Notes.)

 33.85
as Custodian of the One & Two Commerce Square Mortgage Loan (see Exhibit
33.4)

 33.86
Advisor of the One & Two Commerce Square Mortgage Loan (see Exhibit 33.30)

 33.87
Participant of the One & Two Commerce Square Mortgage Loan

 33.88
Servicer of the 11 West 42nd Street Mortgage Loan (see Exhibit 33.82)

 33.89
Greystone Servicing Company LLC, as Special Servicer of the 11 West 42nd Street

 33.90
Computershare Trust Company, National Association, as Trustee of the 11 West
42nd Street Mortgage Loan (Omitted. See Explanatory Notes.)

 33.91
as Custodian of the 11 West 42nd Street Mortgage Loan (see Exhibit 33.4)

 33.92
of the 11 West 42nd Street Mortgage Loan

 33.93
Participant of the 11 West 42nd Street Mortgage Loan (see Exhibit 33.87)

 33.94
National Association, as Primary Servicer of the RTL Retail Portfolio Mortgage

 33.95
 Rialto Capital Advisors, LLC, as Special Servicer
of the RTL Retail Portfolio Mortgage Loan

 33.96
Computershare Trust Company, National Association, as Trustee of the RTL Retail

 33.97
as Custodian of the RTL Retail Portfolio Mortgage Loan (see Exhibit 33.4)

 33.98
of the RTL Retail Portfolio Mortgage Loan (see Exhibit 33.92)

 33.99
National Association, as Primary Servicer of the Fashion Valley Mall Mortgage

 33.100
Fashion Valley Mall Mortgage Loan (see Exhibit 33.53)

 33.101
Computershare Trust Company, National Association, as Trustee of the Fashion
Valley Mall Mortgage Loan (Omitted. See Explanatory Notes.)

 33.102
as Custodian of the Fashion Valley Mall Mortgage Loan (see Exhibit 33.4)

 33.103
of the Fashion Valley Mall Mortgage Loan (see Exhibit 33.92)

 33.104
Servicer of the CX – 250 Water Street Mortgage Loan (see Exhibit 33.82)

 33.105
 Argentic Services Company LP, as Special Servicer
of the CX – 250 Water Street Mortgage Loan

 33.106
Computershare Trust Company, National Association, as Trustee of the CX – 250
Water Street Mortgage Loan (Omitted. See Explanatory Notes.)

 33.107
as Custodian of the CX – 250 Water Street Mortgage Loan (see Exhibit 33.4)

 33.108
 BellOak, LLC, as Operating Advisor of the CX – 250
Water Street Mortgage Loan (see Exhibit 33.5)

 33.109
Participant of the CX – 250 Water Street Mortgage Loan (see Exhibit 33.87)

 Attestation
reports on assessment of compliance with servicing criteria for asset-backed
securities.

 34.1
National Association, as Master Servicer

 34.2

 34.3
as Trustee and Certificate Administrator

 34.4
as Custodian

 34.5
 BellOak, LLC, as Operating Advisor

 34.6
National Association, as Primary Servicer of the Cipriani NYC Portfolio
Mortgage Loan (see Exhibit 34.1)

 34.7
of the Cipriani NYC Portfolio Mortgage Loan (see Exhibit 34.2)

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

 34.9
as Custodian of the Cipriani NYC Portfolio Mortgage Loan (see Exhibit 34.4)

 34.10
 BellOak, LLC, as Operating Advisor of the Cipriani
NYC Portfolio Mortgage Loan (see Exhibit 34.5)

 34.11
National Association, as Primary Servicer of the Rhino Retail Portfolio 2
Mortgage Loan (see Exhibit 34.1)

 34.12
of the Rhino Retail Portfolio 2 Mortgage Loan (see Exhibit 34.2)

 34.13
Computershare Trust Company, National Association, as Trustee of the Rhino
Retail Portfolio 2 Mortgage Loan (Omitted. See Explanatory Notes.)

 34.14
as Custodian of the Rhino Retail Portfolio 2 Mortgage Loan (see Exhibit 34.4)

 34.15
 BellOak, LLC, as Operating Advisor of the Rhino
Retail Portfolio 2 Mortgage Loan (see Exhibit 34.5)

 34.16
National Association, as Primary Servicer of the La Habra Marketplace Mortgage

 34.17
of the La Habra Marketplace Mortgage Loan (see Exhibit 34.2)

 34.18
Computershare Trust Company, National Association, as Trustee of the La Habra
Marketplace Mortgage Loan (Omitted. See Explanatory Notes.)

 34.19
as Custodian of the La Habra Marketplace Mortgage Loan (see Exhibit 34.4)

 34.20
 BellOak, LLC, as Operating Advisor of the La Habra
Marketplace Mortgage Loan (see Exhibit 34.5)

 34.21
National Association, as Primary Servicer of the 1516 Motor Parkway Mortgage

 34.22
of the 1516 Motor Parkway Mortgage Loan (see Exhibit 34.2)

 34.23
Computershare Trust Company, National Association, as Trustee of the 1516 Motor
Parkway Mortgage Loan (Omitted. See Explanatory Notes.)

 34.24
as Custodian of the 1516 Motor Parkway Mortgage Loan (see Exhibit 34.4)

 34.25
 BellOak, LLC, as Operating Advisor of the 1516
Motor Parkway Mortgage Loan (see Exhibit 34.5)

 34.26
National Association, as Primary Servicer of the Centene Mortgage Loan (see
Exhibit 34.1)

 34.27
of the Centene Mortgage Loan (see Exhibit 34.2)

 34.28
Wells Fargo Bank, National Association, as Trustee of the Centene Mortgage Loan

 34.29
 Wells Fargo Bank, National Association, as
Custodian of the Centene Mortgage Loan

 34.30
Advisor of the Centene Mortgage Loan

 34.31
as Servicing Function Participant for the Custodian (see Exhibit 34.4)

 34.32
National Association, as Primary Servicer of the Art Ovation Hotel Mortgage

 34.33
of the Art Ovation Hotel Mortgage Loan (see Exhibit 34.2)

 34.34
Computershare Trust Company, National Association, as Trustee of the Art
Ovation Hotel Mortgage Loan (Omitted. See Explanatory Notes.)

 34.35
as Custodian of the Art Ovation Hotel Mortgage Loan (see Exhibit 34.4)

 34.36
Advisor of the Art Ovation Hotel Mortgage Loan (see Exhibit 34.30)

 34.37
National Association, as Primary Servicer of the Triple Net Portfolio Mortgage

 34.38
of the Triple Net Portfolio Mortgage Loan (see Exhibit 34.2)

 34.39
Computershare Trust Company, National Association, as Trustee of the Triple Net

 34.40
as Custodian of the Triple Net Portfolio Mortgage Loan (see Exhibit 34.4)

 34.41
Advisor of the Triple Net Portfolio Mortgage Loan (see Exhibit 34.30)

 34.42
National Association, as Primary Servicer of the 500 Delaware Mortgage Loan
(see Exhibit 34.1)

 34.43
of the 500 Delaware Mortgage Loan (see Exhibit 34.2)

 34.44
Computershare Trust Company, National Association, as Trustee of the 500
Delaware Mortgage Loan (Omitted. See Explanatory Notes.)

 34.45
as Custodian of the 500 Delaware Mortgage Loan (see Exhibit 34.4)

 34.46
Advisor of the 500 Delaware Mortgage Loan (see Exhibit 34.30)

 34.47
National Association, as Primary Servicer of the TOTAL Plaza Mortgage Loan (see
Exhibit 34.1)

 34.48
of the TOTAL Plaza Mortgage Loan (see Exhibit 34.2)

 34.49
Computershare Trust Company, National Association, as Trustee of the TOTAL
Plaza Mortgage Loan (Omitted. See Explanatory Notes.)

 34.50
as Custodian of the TOTAL Plaza Mortgage Loan (see Exhibit 34.4)

 34.51
Advisor of the TOTAL Plaza Mortgage Loan (see Exhibit 34.30)

 34.52
National Association, as Primary Servicer of the Great Lakes Crossing Outlets
Mortgage Loan (see Exhibit 34.1)

 34.53
Great Lakes Crossing Outlets Mortgage Loan

 34.54
Computershare Trust Company, National Association, as Trustee of the Great
Lakes Crossing Outlets Mortgage Loan (Omitted. See Explanatory Notes.)

 34.55
as Custodian of the Great Lakes Crossing Outlets Mortgage Loan (see Exhibit
34.4)

 34.56
Advisor of the Great Lakes Crossing Outlets Mortgage Loan (see Exhibit 34.30)

 34.57
 KeyBank National Association, as Primary Servicer
of the Healthcare Trust MOB Portfolio Mortgage Loan

 34.58
Healthcare Trust MOB Portfolio Mortgage Loan (see Exhibit 34.53)

 34.59
Computershare Trust Company, National Association, as Trustee of the Healthcare
Trust MOB Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

 34.60
as Custodian of the Healthcare Trust MOB Portfolio Mortgage Loan (see Exhibit
34.4)

 34.61
Advisor of the Healthcare Trust MOB Portfolio Mortgage Loan (see Exhibit 34.30)

 34.62
National Association, as Primary Servicer of the Soho Beach House Miami
Mortgage Loan (see Exhibit 34.1)

 34.63
of the Soho Beach House Miami Mortgage Loan

 34.64
Computershare Trust Company, National Association, as Trustee of the Soho Beach
House Miami Mortgage Loan (Omitted. See Explanatory Notes.)

 34.65
 Computershare Trust Company, National Association, as
Custodian of the Soho Beach House Miami Mortgage Loan (see Exhibit 34.4)

 34.66
Advisor of the Soho Beach House Miami Mortgage Loan (see Exhibit 34.30)

 34.67
National Association, as Primary Servicer of the Novolex Portfolio Mortgage

 34.68
of the Novolex Portfolio Mortgage Loan (see Exhibit 34.63)

 34.69
Computershare Trust Company, National Association, as Trustee of the Novolex

 34.70
as Custodian of the Novolex Portfolio Mortgage Loan (see Exhibit 34.4)

 34.71
Advisor of the Novolex Portfolio Mortgage Loan (see Exhibit 34.30)

 34.72
National Association, as Primary Servicer of the Back Bay Office Mortgage Loan
(see Exhibit 34.1)

 34.73
Situs Holdings, LLC, as Special Servicer of the Back Bay Office Mortgage Loan

 34.74
Computershare Trust Company, National Association, as Trustee of the Back Bay
Office Mortgage Loan (Omitted. See Explanatory Notes.)

 34.75
as Custodian of the Back Bay Office Mortgage Loan (see Exhibit 34.4)

 34.76
Advisor of the Back Bay Office Mortgage Loan (see Exhibit 34.30)

 34.77
National Association, as Primary Servicer of the Seagate Campus Mortgage Loan
(see Exhibit 34.1)

 34.78
of the Seagate Campus Mortgage Loan (see Exhibit 34.63)

 34.79
Computershare Trust Company, National Association, as Trustee of the Seagate
Campus Mortgage Loan (Omitted. See Explanatory Notes.)

 34.80
as Custodian of the Seagate Campus Mortgage Loan (see Exhibit 34.4)

 34.81
Advisor of the Seagate Campus Mortgage Loan (see Exhibit 34.30)

 34.82
Servicer of the One & Two Commerce Square Mortgage Loan

 34.83
 LNR Partners, LLC, as Special Servicer of the One
& Two Commerce Square Mortgage Loan (see Exhibit 34.53)

 34.84
Wilmington Trust, National Association, as Trustee of the One & Two
Commerce Square Mortgage Loan (Omitted. See Explanatory Notes.)

 34.85
as Custodian of the One & Two Commerce Square Mortgage Loan (see Exhibit
34.4)

 34.86
Advisor of the One & Two Commerce Square Mortgage Loan (see Exhibit 34.30)

 34.87
Participant of the One & Two Commerce Square Mortgage Loan

 34.88
Servicer of the 11 West 42nd Street Mortgage Loan (see Exhibit 34.82)

 34.89
Greystone Servicing Company LLC, as Special Servicer of the 11 West 42nd Street

 34.90
Computershare Trust Company, National Association, as Trustee of the 11 West
42nd Street Mortgage Loan (Omitted. See Explanatory Notes.)

 34.91
as Custodian of the 11 West 42nd Street Mortgage Loan (see Exhibit 34.4)

 34.92
of the 11 West 42nd Street Mortgage Loan

 34.93
Participant of the 11 West 42nd Street Mortgage Loan (see Exhibit 34.87)

 34.94
National Association, as Primary Servicer of the RTL Retail Portfolio Mortgage

 34.95
 Rialto Capital Advisors, LLC, as Special Servicer
of the RTL Retail Portfolio Mortgage Loan

 34.96
Computershare Trust Company, National Association, as Trustee of the RTL Retail

 34.97
as Custodian of the RTL Retail Portfolio Mortgage Loan (see Exhibit 34.4)

 34.98
of the RTL Retail Portfolio Mortgage Loan (see Exhibit 34.92)

 34.99
National Association, as Primary Servicer of the Fashion Valley Mall Mortgage

 34.100
 LNR Partners, LLC, as Special Servicer of the Fashion
Valley Mall Mortgage Loan (see Exhibit 34.53)

 34.101
Computershare Trust Company, National Association, as Trustee of the Fashion
Valley Mall Mortgage Loan (Omitted. See Explanatory Notes.)

 34.102
as Custodian of the Fashion Valley Mall Mortgage Loan (see Exhibit 34.4)

 34.103
of the Fashion Valley Mall Mortgage Loan (see Exhibit 34.92)

 34.104
Servicer of the CX – 250 Water Street Mortgage Loan (see Exhibit 34.82)

 34.105
 Argentic Services Company LP, as Special Servicer
of the CX – 250 Water Street Mortgage Loan

 34.106
Computershare Trust Company, National Association, as Trustee of the CX – 250
Water Street Mortgage Loan (Omitted. See Explanatory Notes.)

 34.107
as Custodian of the CX – 250 Water Street Mortgage Loan (see Exhibit 34.4)

 34.108
 BellOak, LLC, as Operating Advisor of the CX – 250
Water Street Mortgage Loan (see Exhibit 34.5)

 34.109
Participant of the CX – 250 Water Street Mortgage Loan (see Exhibit 34.87)

Servicer compliance statements.

 35.1
National Association, as Master Servicer

 35.2

 35.3
as Certificate Administrator

 35.4
National Association, as Primary Servicer of the Cipriani NYC Portfolio
Mortgage Loan (see Exhibit 35.1)

 35.5
of the Cipriani NYC Portfolio Mortgage Loan (see Exhibit 35.2)

 35.6
National Association, as Primary Servicer of the Rhino Retail Portfolio 2
Mortgage Loan (see Exhibit 35.1)

 35.7
of the Rhino Retail Portfolio 2 Mortgage Loan (see Exhibit 35.2)

 35.8
National Association, as Primary Servicer of the La Habra Marketplace Mortgage

 35.9
of the La Habra Marketplace Mortgage Loan (see Exhibit 35.2)

 35.10
National Association, as Primary Servicer of the 1516 Motor Parkway Mortgage

 35.11
of the 1516 Motor Parkway Mortgage Loan (see Exhibit 35.2)

 35.12
National Association, as Primary Servicer of the Centene Mortgage Loan (see
Exhibit 35.1)

 35.13
of the Centene Mortgage Loan (see Exhibit 35.2)

 35.14
National Association, as Primary Servicer of the Art Ovation Hotel Mortgage

 35.15
of the Art Ovation Hotel Mortgage Loan (see Exhibit 35.2)

 35.16
National Association, as Primary Servicer of the Triple Net Portfolio Mortgage

 35.17
of the Triple Net Portfolio Mortgage Loan (see Exhibit 35.2)

 35.18
National Association, as Primary Servicer of the 500 Delaware Mortgage Loan
(see Exhibit 35.1)

 35.19
of the 500 Delaware Mortgage Loan (see Exhibit 35.2)

 35.20
 Midland Loan Services, a Division of PNC Bank, National
Association, as Primary Servicer of the TOTAL Plaza Mortgage Loan (see Exhibit
35.1)

 35.21
of the TOTAL Plaza Mortgage Loan (see Exhibit 35.2)

 35.22
National Association, as Primary Servicer of the Great Lakes Crossing Outlets
Mortgage Loan (see Exhibit 35.1)

 35.23
Great Lakes Crossing Outlets Mortgage Loan

 35.24
KeyBank National Association, as Primary Servicer of the Healthcare Trust MOB

 35.25
Healthcare Trust MOB Portfolio Mortgage Loan (see Exhibit 35.23)

 35.26
National Association, as Primary Servicer of the Soho Beach House Miami
Mortgage Loan (see Exhibit 35.1)

 35.27
K-Star Asset Management LLC, as Special Servicer of the Soho Beach House Miami

 35.28
National Association, as Primary Servicer of the Novolex Portfolio Mortgage

 35.29
K-Star Asset Management LLC, as Special Servicer of the Novolex Portfolio

 35.30
National Association, as Primary Servicer of the Back Bay Office Mortgage Loan
(see Exhibit 35.1)

 35.31
Situs Holdings, LLC, as Special Servicer of the Back Bay Office Mortgage Loan

 35.32
National Association, as Primary Servicer of the Seagate Campus Mortgage Loan
(see Exhibit 35.1)

 35.33
K-Star Asset Management LLC, as Special Servicer of the Seagate Campus Mortgage
Loan (Omitted. See Explanatory Notes.)

 35.34
Servicer of the One & Two Commerce Square Mortgage Loan

 35.35
 LNR Partners, LLC, as Special Servicer of the One
& Two Commerce Square Mortgage Loan (see Exhibit 35.23)

 35.36
Servicer of the 11 West 42nd Street Mortgage Loan (see Exhibit 35.34)

 35.37
Greystone Servicing Company LLC, as Special Servicer of the 11 West 42nd Street

 35.38
National Association, as Primary Servicer of the RTL Retail Portfolio Mortgage

 35.39
Rialto Capital Advisors, LLC, as Special Servicer of the RTL Retail Portfolio

 35.40
National Association, as Primary Servicer of the Fashion Valley Mall Mortgage

 35.41
Fashion Valley Mall Mortgage Loan (see Exhibit 35.23)

 35.42
Servicer of the CX – 250 Water Street Mortgage Loan (see Exhibit 35.34)

 35.43
Argentic Services Company LP, as Special Servicer of the CX – 250 Water Street

 99.1
2023, among Barclays Capital Real Estate Inc., Barclays Capital Holdings Inc.
and Barclays Commercial Mortgage Securities LLC (filed as Exhibit 99.1 to the
registrant's Current Report on Form 8-K filed on September 19, 2023 under

 99.2
2023, between 3650 Real Estate Investment Trust 2 LLC and Barclays Commercial
Mortgage Securities LLC (filed as Exhibit 99.2 to the registrant's Current
Report on Form 8-K/A filed on October 5, 2023 under Commission File No.
333-257737-09 and incorporated by reference herein)

 99.3
2023, between Citi Real Estate Funding Inc. and Barclays Commercial Mortgage
Securities LLC (filed as Exhibit 99.3 to the registrant's Current Report on
Form 8-K filed on September 19, 2023 under Commission File No. 333-257737-09

 99.4
2023, between Bank of Montreal and Barclays Commercial Mortgage Securities LLC
(filed as Exhibit 99.4 to the registrant's Current Report on Form 8-K filed on

 99.5
2023, between German American Capital Corporation and Barclays Commercial
Mortgage Securities LLC (filed as Exhibit 99.5 to the registrant's Current
Report on Form 8-K filed on September 19, 2023 under Commission File No.
333-257737-09 and incorporated by reference herein)

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

 (c) Not Applicable.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of 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.

 Barclays Commercial Mortgage
Securities LLC

(Depositor)

 /s/ Daniel
Schmidt

 Daniel
Schmidt, Chief Executive Officer

 (senior officer in charge of
securitization of the depositor)

 Date: March 17, 2025