**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

**x****  ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2022or**

**o**** ****TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-226082-13**

**Central Index Key Number of the issuing entity:0001907059**

**Benchmark 2022-B33 Mortgage Trust**

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

** **

**Central Index Key Number of the depositor: 0001004158**

**GS Mortgage Securities CorporationII**

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

** **

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

**Goldman Sachs Mortgage Company**

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

** **

**Central Index Key Number of the sponsor: 0001701238**

**Citi Real Estate Funding Inc.**

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

** **

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

**JPMorgan Chase Bank, NationalAssociation**

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

** **

**Central Index Key Number of the sponsor: 0001541294**

**German American Capital Corporation**

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

** **

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

**the issuing entity)** | **38-4209754**

**38-4209755**

**38-7290285**

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

**Identification Numbers)** |
|------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|

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

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

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

**21045**

**(Zip Code)**

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

**(212) 902-1000**

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

| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---------------------|-------------------|-------------------------------------------|
| None                |              |                                      |

 

 

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

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

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

Indicate by check mark whether the registrant (1) has filedall reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  ⌧ Yes oNo

Indicate by check mark whether the registrant has submittedelectronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (Section 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).

Not applicable.

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

Non-acceleratedfiler          ⌧  (Do not check if a smallerreporting company)                          Smaller reporting company                    o

                                                                                                                                                       Emerging growthcompany                    o

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

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

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

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

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

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

Not applicable.

 

** **

**EXPLANATORY NOTES**

The ExchangeRight Net Leased Portfolio #53Mortgage Loan and the 200 West Jackson Mortgage Loan, which constitutedapproximately 5.2% and 4.2%, respectively, of the asset pool of the issuingentity as of its cut-off date, are each an asset of the issuing entity and areeach part of a loan combination that includes the ExchangeRight Net LeasedPortfolio #53 Mortgage Loan or the 200 West Jackson Mortgage Loan and one other*pari passu* loan, which is not an asset of the issuing entity. These loancombinations, including the ExchangeRight Net Leased Portfolio #53 MortgageLoan and the 200 West Jackson Mortgage Loan, are being serviced andadministered pursuant to the Pooling and Servicing Agreement, which is incorporatedby reference as Exhibit 4.1 to this Annual Report on Form 10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Novo Nordisk HQ Mortgage Loan, whichconstituted approximately 3.8% of the asset pool of the issuing entity as ofits cut-off date.  The Novo Nordisk HQ Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the Novo NordiskHQ Mortgage Loan and five other *pari passu* loans, which are not assetsof the issuing entity. A *pari passu* portion of the loan combination wassecuritized in the Benchmark 2021-B31 Mortgage Trust transaction, CommissionFile Number 333-228597-10 (the “Benchmark 2021-B31 Transaction”). This loancombination, including the Novo Nordisk HQ Mortgage Loan, is being serviced andadministered pursuant to the pooling and servicing agreement for the Benchmark2021-B31 Transaction, which is incorporated by reference as Exhibit 4.2 to thisAnnual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the 601 Lexington Avenue Mortgage Loan, whichconstituted approximately 7.4% of the asset pool of the issuing entity as ofits cut-off date.  The 601 Lexington Avenue Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the 601Lexington Avenue Mortgage Loan, nineteen other *pari passu* loans and foursubordinate companion loans, which are not assets of the issuing entity. A *paripassu* portion of the loan combination was securitized in the BXP Trust2021-601L transaction (the “BXP Trust 2021-601L Transaction”). This loancombination, including the 601 Lexington Avenue Mortgage Loan, is beingserviced and administered pursuant to the trust and servicing agreement for theBXP Trust 2021-601L Transaction, which is incorporated by reference as Exhibit4.3 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to The Summit Mortgage Loan, which constitutedapproximately 2.1% of the asset pool of the issuing entity as of its cut-offdate.  The Summit Mortgage Loan is an asset of the issuing entity and ispart of a loan combination that includes The Summit Mortgage Loan, seven other *paripassu* loans and two subordinate companion loans, which are not assets ofthe issuing entity. A *pari passu* portion of the loan combination wassecuritized in the SUMIT 2022-BVUE Mortgage Trust transaction (the “SUMIT2022-BVUE Transaction”). This loan combination, including The SummitMortgage Loan, is being serviced and administered pursuant to the trust andservicing agreement for the SUMIT 2022-BVUE Transaction, which is incorporatedby reference as Exhibit 4.4 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the One Wilshire Mortgage Loan, the BedrockPortfolio Mortgage Loan, the Woodmore Towne Centre Mortgage Loan, The KirbyCollection Mortgage Loan, the JW Marriott Desert Springs Mortgage Loan and theGlen Forest Office Portfolio Mortgage Loan, which constituted approximately7.4%, 7.4%, 3.9%, 3.7%, 3.0% and 1.8%, respectively, of the asset pool of theissuing entity as of its cut-off date.  The One Wilshire Mortgage Loan,the Bedrock Portfolio Mortgage Loan, the Woodmore Towne Centre Mortgage Loan,The Kirby Collection Mortgage Loan, the JW Marriott Desert Springs MortgageLoan and the Glen Forest Office Portfolio Mortgage Loan are each an asset ofthe issuing entity and are each part of a loan combination that includes (a)with respect to the One Wilshire Mortgage Loan, four other *pari passu*loans, which are not assets of the issuing entity, (b) with respect to theBedrock Portfolio Mortgage Loan, eight other *pari passu* loans, which arenot assets of the issuing entity, (c) with respect to the Woodmore Towne CentreMortgage Loan, one other *pari passu* loan, which is not an asset of theissuing entity, (d) with respect to The Kirby Collection Mortgage Loan, oneother *pari passu* loan, which is not an asset of the issuing entity, (e)with respect to the JW Marriott Desert Springs Mortgage Loan, two other *paripassu* loans, which are not assets of the issuing entity or (f) with respectto the Glen Forest Office Portfolio Mortgage Loan, two other *pari passu*loans, which are not assets of the issuing entity. A *pari passu* portionof each loan combination was securitized in the Benchmark 2022-B32 MortgageTrust transaction, Commission File Number 333-258342-01 (the “Benchmark2022-B32 Transaction”). These loan combinations, including the One WilshireMortgage Loan, the Bedrock Portfolio Mortgage Loan, the Woodmore Towne CentreMortgage Loan, The Kirby Collection Mortgage Loan, the JW Marriott DesertSprings Mortgage Loan and the Glen Forest Office Portfolio Mortgage Loan, arebeing serviced and administered pursuant to the pooling and servicing agreementfor the Benchmark 2022-B32 Transaction, which is incorporated by reference asExhibit 4.5 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on the ExhibitIndex) with respect to the Silver Sands Premium Outlets Mortgage Loan, whichconstituted approximately 5.2% of the asset pool of the issuing entity as ofits cut-off date.  The Silver Sands Premium Outlets Mortgage Loan is anasset of the issuing entity and is part of a loan combination that includes theSilver Sands Premium Outlets Mortgage Loan and two other *pari passu*loans, which are not assets of the issuing entity. A *pari passu* portionof the loan combination was securitized in the BANK 2022-BNK40 transaction,Commission File Number 333-257991-03 (the “BANK 2022-BNK40 Transaction”).This loan combination, including the Silver Sands Premium Outlets MortgageLoan, is being serviced and administered pursuant to the pooling and servicingagreement for the BANK 2022-BNK40 Transaction, which is incorporated byreference as Exhibit 4.6 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on the ExhibitIndex) with respect to the Twin Spans Business Park and Delaware RiverIndustrial Park Mortgage Loan, which constituted approximately 4.6% of theasset pool of the issuing entity as of its cut-off date.  The Twin SpansBusiness Park and Delaware River Industrial Park Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the TwinSpans Business Park and Delaware River Industrial Park Mortgage Loan and twoother *pari passu* loans, which are not assets of the issuingentity.  This loan combination, including the Twin Spans Business Park andDelaware River Industrial Park Mortgage Loan, was serviced under the Poolingand Servicing Agreement for the issuing entity prior to the closing of thesecuritization of a *pari passu* portion of the Twin Spans Business Parkand Delaware River Industrial Park loan combination in the BBCMS Mortgage Trust2022-C15 transaction, Commission File Number 333-257737-03 (the “BBCMS2022-C15 Transaction”).  After the closing of the BBCMS 2022-C15Transaction on April 13, 2022, this loan combination, including the Twin SpansBusiness Park and Delaware River Industrial Park Mortgage Loan was, and willcontinue to be, serviced and administered pursuant to the pooling and servicingagreement with respect to the BBCMS 2022-C15 Transaction, which is incorporatedby reference as Exhibit 4.7 to this Annual Report on Form 10-K.

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

Midland Loan Services, a Divisionof PNC Bank, National Association is the master servicer and special servicerof the mortgage loans serviced under the Pooling and Servicing Agreement andthe primary servicer of the Bedrock Portfolio Mortgage Loan, the One WilshireMortgage Loan, the Twin Spans Business Park and Delaware River Industrial ParkMortgage Loan, the Woodmore Towne Centre Mortgage Loan, the Novo Nordisk HQMortgage Loan, The Kirby Collection Mortgage Loan, the JW Marriott DesertSprings Mortgage Loan and the Glen Forest Office Portfolio Mortgage Loan. As aresult, Midland Loan Services, a Division of PNC Bank, National Association isa “servicer” as defined in Item 1108(a)(2)(iii) of Regulation AB, in thecapacities described above, because it is servicing mortgage loans thatconstituted 10% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria,accountants’ attestation reports and servicer compliance statements deliveredby Midland Loan Services, a Division of PNC Bank, National Association in thecapacities described above are listed in the Exhibit Index.

Computershare Trust Company,National Association is the custodian of the mortgage loans serviced under thePooling and Servicing Agreement, the One Wilshire Mortgage Loan, the BedrockPortfolio Mortgage Loan, the 601 Lexington Avenue Mortgage Loan, the SilverSands Premium Outlets Mortgage Loan, the Twin Spans Business Park and DelawareRiver Industrial Park Mortgage Loan, the Woodmore Towne Centre Mortgage Loan,The Kirby Collection Mortgage Loan, the JW Marriott Desert Springs MortgageLoan, The Summit Mortgage Loan and the Glen Forest Office Portfolio MortgageLoan.  As a result, Computershare Trust Company, National Association is aservicing function participant in the capacities described above, because it isservicing mortgage loans that constituted 5% or more of the assets of theissuing entity as of its cut-off date. The assessments of compliance withapplicable servicing criteria and accountants’ attestation reports delivered byComputershare Trust Company, National Association in the capacities describedabove are listed in the Exhibit Index.

Rialto Capital Advisors, LLC isthe special servicer of the Novo Nordisk HQ Mortgage Loan and the Twin SpansBusiness Park and Delaware River Industrial Park Mortgage Loan.  Thesemortgage loans constitute more than 5%, but less than 10%, of the pool assetsof the issuing entity.  Therefore, the Depositor included in this AnnualReport on Form 10-K an assessment of compliance with applicable servicingcriteria for Rialto Capital Advisors, LLC and an accountants’ attestationreport pursuant to Item 1122 of Regulation AB because Rialto Capital Advisors,LLC is servicing more than 5% of the pool assets.  However, the Depositoris not required to include in this Annual Report on Form 10-K a servicercompliance statement pursuant to Item 1123 of Regulation AB of Rialto CapitalAdvisors, LLC because Rialto Capital Advisors, LLC is an unaffiliated servicerservicing less than 10% of pool assets.

Pentalpha Surveillance LLC is theoperating advisor of the Bedrock Portfolio Mortgage Loan, the One WilshireMortgage Loan, the Silver Sands Premium Outlets Mortgage Loan, the Twin SpansBusiness Park and Delaware River Industrial Park Mortgage Loan, the WoodmoreTowne Centre Mortgage Loan, the Novo Nordisk HQ Mortgage Loan, The KirbyCollection Mortgage Loan, the JW Marriott Desert Springs Mortgage Loan, TheSummit Mortgage Loan and the Glen Forest Office Portfolio Mortgage Loan. As a result, Pentalpha Surveillance LLC is a servicing function participant inthe capacities described above, because it is servicing mortgage loans thatconstituted 5% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria andaccountants’ attestation reports delivered by Pentalpha Surveillance LLC in thecapacities described above are listed in the Exhibit Index.

Wells Fargo Bank, NationalAssociation is the primary servicer of the 601 Lexington Avenue Mortgage Loanand the Silver Sands Premium Outlets Mortgage Loan. As a result, Wells FargoBank, National Association is a “servicer” as defined in Item 1108(a)(2)(iii)of Regulation AB, in the capacities described above, because it is servicingmortgage loans that constituted 10% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria, accountants’ attestation reports and servicer compliance statementsdelivered by Wells Fargo Bank, National Association in the capacities describedabove are listed in the Exhibit Index.

KeyBank National Association isthe primary servicer and special servicer of The Summit Mortgage Loan and thespecial servicer of the One Wilshire Mortgage Loan, the Bedrock PortfolioMortgage Loan, the Woodmore Towne Centre Mortgage Loan, The Kirby CollectionMortgage Loan, the JW Marriott Desert Springs Mortgage Loan and the Glen ForestOffice Portfolio Mortgage Loan. As a result, KeyBank National Association is a“servicer” as defined in Item 1108(a)(2)(iii) of Regulation AB, in thecapacities described above, because it is servicing mortgage loans thatconstituted 10% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements delivered by KeyBankNational Association in the capacities described above are listed in theExhibit Index.

Computershare Trust Company,National Association acts as trustee of the 601 Lexington Avenue MortgageLoan.  Pursuant to the trust and servicing agreement for the BXP Trust2021-601L Transaction, the trustee is required to provide an assessment ofcompliance with applicable servicing criteria solely with respect to Item1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guaranteesregarding collections, cash flows or distributions, and any interest or otherfees charged for such advances, are made, reviewed and approved as specified inthe transaction agreements). However, during the reporting period, the trusteedid not perform any servicing function with respect to the servicing criteriaspecified in Item 1122(d)(2)(iii) of Regulation AB.  The master serviceror the special servicer, to the extent required, performed the servicingfunction identified with respect to Item 1122(d)(2)(iii) of Regulation AB, andeach such party included Item 1122(d)(2)(iii) of Regulation AB in theassessment of compliance with applicable servicing criteria and accountant’sattestation report for the subject transaction.  As a result, this AnnualReport on Form 10-K does not include an assessment of compliance withapplicable servicing criteria of the trustee. One or more other servicers ofthe 601 Lexington Avenue Mortgage Loan have delivered one or more assessmentsof compliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

Wilmington Trust, NationalAssociation acts as trustee of the mortgage loans serviced under the Poolingand Servicing Agreement, the Novo Nordisk HQ Mortgage Loan, The Summit MortgageLoan, the Bedrock Portfolio Mortgage Loan, the Glen Forest Office PortfolioMortgage Loan, the JW Marriott Desert Springs Mortgage Loan, the One WilshireMortgage Loan, The Kirby Collection Mortgage Loan, the Woodmore Towne CentreMortgage Loan, the Silver Sands Premium Outlets Mortgage Loan and the TwinSpans Business Park and Delaware River Industrial Park Mortgage Loan. Pursuant to the Pooling and Servicing Agreement, the pooling and servicingagreement for the Benchmark 2021-B31 Transaction, the trust and servicingagreement for the SUMIT 2022-BVUE Transaction, the pooling and servicingagreement for the Benchmark 2022-B32 Transaction, the pooling and servicingagreement for the BANK 2022-BNK40 Transaction and the pooling and servicingagreement for the BBCMS 2022-C15 Transaction, the trustee is required toprovide an assessment of compliance with applicable servicing criteria solelywith respect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances offunds or guarantees regarding collections, cash flows or distributions, and anyinterest or other fees charged for such advances, are made, reviewed andapproved as specified in the transaction agreements). However, during thereporting period, the trustee did not perform any servicing function withrespect to the servicing criteria specified in Item 1122(d)(2)(iii) ofRegulation AB.  The master servicer or the special servicer, to the extentrequired, performed the servicing function identified with respect to Item1122(d)(2)(iii) of Regulation AB, and each such party included Item1122(d)(2)(iii) of Regulation AB in the assessment of compliance withapplicable servicing criteria and accountant’s attestation report for thesubject transaction.  As a result, this Annual Report on Form 10-K doesnot include an assessment of compliance with applicable servicing criteria ofthe trustee. One or more other servicers of the mortgage loans serviced underthe Pooling and Servicing Agreement, the Novo Nordisk HQ Mortgage Loan, TheSummit Mortgage Loan, the Bedrock Portfolio Mortgage Loan, the Glen ForestOffice Portfolio Mortgage Loan, the JW Marriott Desert Springs Mortgage Loan,the One Wilshire Mortgage Loan, The Kirby Collection Mortgage Loan, theWoodmore Towne Centre Mortgage Loan, the Silver Sands Premium Outlets MortgageLoan and the Twin Spans Business Park and Delaware River Industrial ParkMortgage Loan have delivered one or more assessments of compliance with respectto Item 1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Solutions, LLC.  Thisentity was engaged by the primary servicer of the 601 Lexington Avenue MortgageLoan and the Silver Sands Premium Outlets Mortgage Loan to remit tax paymentsreceived from the escrow accounts of borrowers to local taxing authorities, toreport tax amounts due, to verify tax parcel information, and to verifynon-escrow tax payments. These servicing functions are included within theservicing criteria set forth in Items 1122(d)(4)(xi) and 1122(d)(4)(xii) ofRegulation AB.  Therefore, under the principles-based definition of“servicer” set forth in Item 1101(j) of Regulation AB that looks to thefunctions that an entity performs, this vendor is a “servicer” for the purposesof Item 1122 of Regulation AB.  *See* Compliance and DisclosureInterpretations, Section 301.01 (Item 1101(j)).

Theassessments of compliance with applicable servicing criteria, accountants’ attestationreports and servicer compliance statements of the certificate administrator ofthe 601 Lexington Avenue Mortgage Loan, The Summit Mortgage Loan, the BedrockPortfolio Mortgage Loan, the Glen Forest Office Portfolio Mortgage Loan, the JWMarriott Desert Springs Mortgage Loan, the One Wilshire Mortgage Loan, TheKirby Collection Mortgage Loan, the Woodmore Towne Centre Mortgage Loan, theSilver Sands Premium Outlets Mortgage Loan, the Twin Spans Business Park andDelaware River Industrial Park Mortgage Loan and the Novo Nordisk HQ MortgageLoan are omitted from this Annual Report on Form 10-K as the certificateadministrator pursuant to the related pooling and servicing agreement or trustand servicing agreement does not perform any activities that address servicingcriteria with respect to the issuing entity and because they are each not a“servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) ofRegulation AB.

With respect to the *pari passu*loan combinations that include the Novo Nordisk HQ Mortgage Loan, the TwinSpans Business Park and Delaware River Industrial Park Mortgage Loan, the 601Lexington Avenue Mortgage Loan and the Silver Sands Premium Outlets MortgageLoan, (i) the report on assessment of compliance with servicing criteria andattestation report on assessment of compliance with servicing criteria ofCitibank, N.A., as custodian of the Novo Nordisk HQ Mortgage Loan listed on theExhibit Index are omitted from this Annual Report on Form 10-K as they are notrequired to be included on this Annual Report on Form 10-K per Instruction 3 toItem 1122 of Regulation AB because it is a party performing activities thataddress servicing criteria relating to 5% or less of the assets of the issuingentity, and (ii) the servicer compliance statements of Rialto Capital Advisors,LLC as special servicer of the Novo Nordisk HQ Mortgage Loan and the Twin SpansBusiness Park and Delaware River Industrial Park Mortgage Loan, Situs Holdings,LLC as special servicer of the 601 Lexington Avenue Mortgage Loan and CWCapitalAsset Management LLC as special servicer of the Silver Sands Premium OutletsMortgage Loan, listed on the Exhibit Index are omitted from this Annual Reporton Form 10-K as they are not required by Item 1123 of Regulation AB to be includedon this Annual Report on Form 10-K because they are each an unaffiliated partythat is not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through(iii) of Regulation AB.

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

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

None.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6. **

[Reserved]

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

Omitted.

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

Omitted.

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

Omitted.

**Item 9.  Changes in and Disagreements WithAccountants on Accounting and Financial Disclosure.**

Omitted.

**Item 9A.  Controls and Procedures.**

Omitted.

**Item 9B.  Other Information.**

None.

**Item 9C.  Disclosure Regarding Foreign Jurisdictionsthat Prevent Inspections.**

None.

**PART III**

**Item 10.  Directors, Executive Officers and CorporateGovernance.**

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

**Item 12.  Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters.**

Omitted.

**Item 13.  Certain Relationships and RelatedTransactions, and Director Independence.**

Omitted.

**Item 14.  Principal Accountant Fees and Services.**

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

**Item 1112(b) of Regulation AB, Significant ObligorFinancial Information.**

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

 

**Item 1114(b)(2) of Regulation AB, Significant EnhancementProvider Financial Information.**

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

**Item 1115(b) of Regulation AB, Certain DerivativesInstruments (Financial Information).**

No entity or group of affiliated entities provides anyderivative instruments or other support for the certificates within thistransaction as described under Item 1115 of Regulation AB.

**Item 1117 of Regulation AB, Legal Proceedings.**

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties, and thefollowing, with respect to CWCapital Asset Management LLC, as special servicer.

From time to time, CWCapital Asset Management LLC, a Delawarelimited liability company (“CWCAM”), is a party to lawsuits and other legalproceedings as part of its duties as a special servicer (e.g., enforcement ofloan obligations) and/or arising in the ordinary course of business. Other thanas set forth in the following paragraphs, there are currently no legalproceedings pending, and no legal proceedings known to be contemplated bygovernmental authorities, against CWCAM or of which any of its property is thesubject, that are material to the certificateholders. 

On December 17, 2015, U.S. Bank National Association, thetrustee under five pooling and servicing agreements for (i) Wachovia BankCommercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2,(iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC CommercialMortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenceda proceeding with the Second Judicial District Court of Ramsey County,Minnesota (the “State Court”) for a declaratory judgment as to the properallocation of certain proceeds (“Disputed Proceeds”) received by CWCAM inconnection with the sale of the Peter Cooper Village and Stuyvesant Town propertyin New York, New York securing loans held by those trusts.  CWCAM was thespecial servicer of such property.  The petition requests the State Courtto instruct the trustee, the trust beneficiaries, and any other interestedparties as to the amount of the Disputed Proceeds, if any, that constitutepenalty interest and/or the amount of the Disputed Proceeds, if any, thatconstitute gain-on-sale proceeds, with respect to each trust.  On February24, 2016, CWCAM made a limited appearance with the State Court to file a motionto dismiss this proceeding based on lack of jurisdiction, mootness, standingand forum non conveniens.  On July 19, 2016, the State Court deniedCWCAM’s motion to dismiss.  On July 22, 2016, the action was removed tofederal court in Minnesota (“Federal Court”).  On October 21, 2016, theFederal Court held a hearing on the motion to transfer the action to the UnitedStates District Court for the Southern District of New York (“SDNY Court”), amotion to remand to state court and a motion to hear CWCAM’s request forreconsideration of the motion to dismiss.  On March 14, 2017, the FederalCourt reserved the determination on the motion to hear CWCAM’s request forreconsideration of the motion to dismiss, denied the motion to remand the matterto state court and granted the motion to transfer the proceeding to the SDNYCourt.  Cross motions for judgment on the pleadings were filed but theSDNY Court was unable to decide the case based on the pleadings and the SDNYCourt ordered discovery.  All fact discovery was completed in December,2018 and expert discovery was completed on March 15, 2019.  The partiessubmitted cross motions for summary judgment, and on March 19, 2020, the SDNYCourt entered an opinion and order in which it granted summary judgment inCWCAM’s favor and held that CWCAM was entitled to the entire amount of penaltyinterest and that CWCAM’s determination of Yield Maintenance was correct. In the 127-page opinion, the SDNY Court found for CWCAM on every issuepresented by the trustee’s petition, namely, that the funds in disputeconstitute penalty interest and yield maintenance, not gain-on-sale proceeds,and that the amount of penalty interest and yield maintenance was correctlycalculated. An appeal of the SDNY Court’s decision was taken on April 29,2020.  Oral argument on the appeal occurred on June 21, 2021.  OnJuly 14, 2022, the Second Circuit entered a decision affirming in part andreversing in part the SDNY Court’s decision and remanding to the SDNY Court forfurther proceedings.  The Second Circuit affirmed the SDNY’s Court holdingthat Penalty Interest and Yield Maintenance are paid before Gain-On-SaleProceeds.  The Second Circuit reversed and remanded for furtherproceedings that portion of the SDNY Court’s decision related to approximately$67.2 million in interest on advances.   On January 13, 2023, theparties entered into a settlement agreement, in which (among other things) theyagreed to stipulate that the amount of interest on advances that accrued on orbefore June 3, 2014 is $27.5 million, and that CWCAM would pay that amount intoescrow for distribution to certificateholders upon the entry of an order by theCourt approving the settlement.  U.S. Bank National Association, asTrustee for the trusts, provided notice of the settlement to all parties ininterest via a notice program approved by the Court.  A hearing on thesettlement is scheduled for March 16, 2023.

On December 1, 2017, a complaint against CWCAM and others wasfiled in the United States District Court for the Southern District of New Yorkstyled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., No.17-cv-9463 (the “Original Complaint”). The gravamen of the Original Complaint alleged breaches of a contract and fiduciary duties by CWCAM’saffiliate, CWCapital Investments LLC in its capacity as collateral manager forthe collateralized debt obligation transaction involving CWCapital Cobalt Vr,Ltd. In total, there are 14 counts pled in the Original Complaint. Of those 14,5 claims were asserted against CWCAM for aiding and abetting breach offiduciary duty, conversion and unjust enrichment. On May 23, 2018, the OriginalComplaint was dismissed for lack of subject matter jurisdiction.   OnJune 28, 2018, CWCapital Cobalt Vr Ltd. filed a substantially similar complaintin the Supreme Court of the State of New York, County of New York styled asCWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., Index No.653277/2018 (the “New Complaint”).  The gravamen of the New Complaint isthe same as the previous complaint filed in the United State District Court forthe Southern District of New York.  In total there are 16 counts pled inthe New Complaint. Of those 16 counts, 5 claims were asserted against CWCAM foraiding and abetting breach of fiduciary duty, conversion and unjust enrichment,1 count seeks a declaratory judgement that the plaintiff has the right toenforce the contracts in question and 1 count seeks an injunction requiring thedefendants to recognize the plaintiff as the directing holder for the trusts inquestion. On January 11, 2019, the plaintiff dismissed with prejudice thedeclaratory judgment and injunction counts.  The New Complaint and relatedsummons was not served on the defendants until July 13, 2018 and July 16, 2018. The plaintiff’s motion for a preliminary injunction was denied by the court onJuly 31, 2018.  On August 3, 2018, the defendants, including CWCAM, fileda motion to dismiss the New Complaint in its entirety. On August 20, 2019, thecourt entered an order granting defendants’ motion almost in its entirety,dismissing 11 of the 16 counts and partially dismissing 2 additionalcounts.  Of the remaining counts, 2 are asserted against CWCAM for aidingand abetting breach of fiduciary duty and unjust enrichment.  On September19, 2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relating to theAugust 20, 2019 dismissal order and on September 26, 2019, filed an amendedcomplaint against CWCI and CWCAM attempting to address deficiencies relating tocertain of the claims dismissed by the August 20, 2019 order.  CWCI andCWCAM filed its Motion to Dismiss the amended complaint on October 28,2019.  The court heard argument on the Motion to Dismiss the amendedcomplaint on January 22, 2020 and on October 23, 2020, the court granted themotion dismissing the amended claims.  On November 30, 2020, CWCapitalCobalt Vr Ltd filed a notice of appeal relating to the October 23, 2020dismissal order.  On April 27, 2021, the First Department affirmed thedismissal as to claims against CWCAM that were part of the August 20, 2019dismissal, but reversed the dismissal of two counts for breach of theCollateral Management Agreement against CWCI.  CWCI sought leave to filean appeal of the decision. The plaintiff also sought leave to appeal thedismissal of the claims against CWCAM.  Both requests for leave weredenied by the First Department.  On May 15, 2020, CWCI and CWCAM filed amotion to renew its motion to dismiss as to 4 of the remaining counts(including the remaining two counts against CWCAM for aiding and abettingbreach of fiduciary duty and unjust enrichment), based on a decision entered byJudge Failla in a trust instruction proceeding  in the US District Courtfor the Southern District of New York awarding summary judgment in favor ofCWCAM.  On September 7, 2021, the court denied the motion to renew. CWCI and CWCAM filed a notice of appeal, which they perfected by the filing oftheir opening brief on July 1, 2022.  On November 15, 2022, the First Departmentaffirmed the court’s denial of the motion to renew.  On October 1, 2021,CWCI and CWCAM moved to reargue the denial of the motion to renew (oralternatively, the motion to dismiss) with respect to certain of Cobalt’sclaims, including the remaining 2 claims against CWCAM, based on the FirstDepartment’s April 27, 2021 decision.  On March 24, 2022, the court deniedthe relief sought in the motion to reargue.  CWCI and CWCAM have appealedthe court’s decision on the motion to reargue and filed their opening brief onJuly 11, 2022.  The appeal was dismissed as being non-appealable on August30, 2022.  CWCAM believes that it has performed its obligations under therelated pooling and servicing agreements in good faith and the remainingallegations in the New Complaint are without merit.    

**Item 1119 of Regulation AB, Affiliations and CertainRelationships and Related Transactions.**

The information regarding this Item has been previouslyprovided in the prospectus of the Registrant relating to the issuing entityfiled on March 15, 2022 pursuant to Rule 424(b)(2).

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

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

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Novo Nordisk HQ Mortgage Loan,which is being serviced and administered pursuant to the pooling and servicingagreement for the Benchmark 2021-B31 Transaction, are attached hereto underItem 15 to this Annual Report on Form 10-K. Attached as Exhibit O to thepooling and servicing agreement for the Benchmark 2021-B31 Transactionincorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K isa chart identifying the entities participating in a servicing function for theBenchmark 2021-B31 Transaction responsible for each applicable servicingcriteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the 601 Lexington Avenue MortgageLoan, which is being serviced and administered pursuant to the trust andservicing agreement for the BXP Trust 2021-601L Transaction, are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit Lto the trust and servicing agreement for the BXP Trust 2021-601L Transactionincorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K isa chart identifying the entities participating in a servicing function for theBXP Trust 2021-601L Transaction responsible for each applicable servicingcriteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to The Summit Mortgage Loan, which isbeing serviced and administered pursuant to the trust and servicing agreementfor the SUMIT 2022-BVUE Transaction, are attached hereto under Item 15 to thisAnnual Report on Form 10-K. Attached as Exhibit L to the trust and servicingagreement for the SUMIT 2022-BVUE Transaction incorporated by reference asExhibit 4.4 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the SUMIT 2022-BVUETransaction responsible for each applicable servicing criteria set forth inItem 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the One Wilshire Mortgage Loan,Bedrock Portfolio Mortgage Loan, the Woodmore Towne Centre Mortgage Loan, TheKirby Collection Mortgage Loan, the JW Marriott Desert Springs Mortgage Loanand the Glen Forest Office Portfolio Mortgage Loan, which are being servicedand administered pursuant to the pooling and servicing agreement for theBenchmark 2022-B32 Transaction, are attached hereto under Item 15 to thisAnnual Report on Form 10-K. Attached as Exhibit AA to the pooling and servicingagreement for the Benchmark 2022-B32 Transaction incorporated by reference asExhibit 4.5 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the Benchmark 2022-B32Transaction responsible for each applicable servicing criteria set forth inItem 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Silver Sands Premium OutletsMortgage Loan, which is being serviced and administered pursuant to the poolingand servicing agreement for the BANK 2022-BNK40 Transaction, are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AAto the pooling and servicing agreement for the BANK 2022-BNK40 Transactionincorporated by reference as Exhibit 4.6 to this Annual Report on Form 10-K is achart identifying the entities participating in a servicing function for theBANK 2022-BNK40 Transaction responsible for each applicable servicing criteriaset forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Twin Spans Business Park andDelaware River Industrial Park Mortgage Loan, which is being serviced andadministered pursuant to the pooling and servicing agreement for the BBCMS2022-C15 Transaction, are attached hereto under Item 15 to this Annual Reporton Form 10-K. Attached as Exhibit AA to the pooling and servicing agreement forthe BBCMS 2022-C15 Transaction incorporated by reference as Exhibit 4.7 to thisAnnual Report on Form 10-K is a chart identifying the entities participating ina servicing function for the BBCMS 2022-C15 Transaction responsible for eachapplicable servicing criteria set forth in Item 1122(d).

The report on assessment of compliance for the twelve monthsended December 31, 2022, furnished pursuant to Item 1122 of Regulation AB byKeyBank National Association (“KeyBank”), as servicer, discloses that thefollowing material instance of noncompliance occurred with respect to itsplatform:

The examination performed by Ernst & Young LLP identifiedan instance of material noncompliance with the servicing criteria set forth inItem 1122(d)(4)(ix) of Regulation AB applicable to KeyBank during the yearended December 31, 2022. During compliance testing, it was discovered, that notall FlexARM loan mortgagors were offered loan rates within 45-60 days beforethe rate change date, as required per the related pool asset documents. Per therelated note, if the holder fails to offer a loan rate within 45-60 days of anychange date a margin of 2.25% is to be used. Given the notification was notmade to the borrowers, a 3% margin was incorrectly applied. The noncompliancein Item 1122 (d)(4)(ix) is related to a servicing portfolio which is whollyowned by the investor and is not held in a publicly traded security.

The following remediation procedures have been initiated byKeyBank: (i) the impacted mortgage loans are currently in the process of beingidentified, (ii) investor contact has been initiated, (iii) corrective actionsare being considered and will be tracked and monitored by senior management,(iv) procedures will be reviewed and revised, if necessary, to include newtracking and action steps to prevent this situation from recurring in thefuture, and (v) training will be provided to the relevant staff members toprevent a recurrence.

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

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

**PART IV**

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

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

(1) Not applicable

(2) Not applicable

(3) See below

 

4.1          Poolingand Servicing Agreement, dated as of March 1, 2022, among GS MortgageSecurities Corporation II, as Depositor, Midland Loan Services, a Division ofPNC Bank, National Association, as Master Servicer and as Special Servicer,Computershare Trust Company, National Association, as CertificateAdministrator, Wilmington Trust, National Association, as Trustee, and ParkBridge Lender Services LLC, as Operating Advisor and as Asset RepresentationsReviewer (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K/Afiled on May 12, 2022 under Commission File No. 333-226082-13 and incorporatedby reference herein).

4.2          Poolingand Servicing Agreement, dated as of December 1, 2021, among CitigroupCommercial Mortgage Securities Inc., as Depositor, Midland Loan Services, aDivision of PNC Bank, National Association, as Master Servicer, Rialto CapitalAdvisors, LLC, as Special Servicer, Pentalpha Surveillance LLC, as OperatingAdvisor and as Asset Representations Reviewer, Citibank, N.A., as CertificateAdministrator, and Wilmington Trust, National Association, as Trustee (filed asExhibit 4.5 to the registrant’s Current Report on Form 8-K filed on March 15,2022 under Commission File No. 333-226082-13 and incorporated by referenceherein).

4.3          Trustand Servicing Agreement, dated as of December 29, 2021, among Wells FargoCommercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, NationalAssociation, as Servicer, Situs Holdings, LLC, as Special Servicer,Computershare Trust Company, National Association, as Certificate Administratorand Trustee (filed as Exhibit 4.3 to the registrant’s Current Report on Form8-K filed on March 15, 2022 under Commission File No. 333-226082-13 andincorporated by reference herein).   

4.4          Trustand Servicing Agreement, dated as of January 27, 2022, among BarclaysCommercial Mortgage Securities LLC, as Depositor, KeyBank National Association,as Servicer and Special Servicer, Computershare Trust Company, NationalAssociation, as Certificate Administrator and Custodian, Wilmington Trust,National Association, as Trustee, and Pentalpha Surveillance LLC, as OperatingAdvisor (filed as Exhibit 4.6 to the registrant’s Current Report on Form 8-Kfiled on March 15, 2022 under Commission File No. 333-226082-13 andincorporated by reference herein).

4.5          Poolingand Servicing Agreement, dated as of February 1, 2022, between J.P. MorganChase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,a Division of PNC Bank, National Association, as Master Servicer, KeyBankNational Association, as Special Servicer, Computershare Trust Company,National Association, as Certificate Administrator, Wilmington Trust, NationalAssociation, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisorand as Asset Representations Reviewer (filed as Exhibit 4.2 to the registrant’sCurrent Report on Form 8-K filed on March 15, 2022 under Commission File No.333-226082-13 and incorporated by reference herein).

4.6          Poolingand Servicing Agreement, dated as of March 1, 2021, among Wells FargoCommercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, NationalAssociation, as General Master Servicer, CWCapital Asset Management LLC, asGeneral Special Servicer, National Cooperative Bank, N.A., as NCB MasterServicer and as NCB Special Servicer, Computershare Trust Company, National Association,as Certificate Administrator, Wilmington Trust, National Association, asTrustee, and Pentalpha Surveillance LLC, as Operating Advisor and as AssetRepresentations Reviewer (filed as Exhibit 4.4 to the registrant’s CurrentReport on Form 8-K filed on March 15, 2022 under Commission File No.333-226082-13 and incorporated by reference herein). 

4.7          Poolingand Servicing Agreement, dated as of April 1, 2022, between Barclays CommercialMortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNCBank, National Association, as Master Servicer, Rialto Capital Advisors, LLC,as Special Servicer, Computershare Trust Company, National Association, asCertificate Administrator, Wilmington Trust, National Association, as Trustee,and Pentalpha Surveillance LLC, as Operating Advisor and as AssetRepresentations Reviewer (filed as Exhibit 4.1 to the registrant’s Current Reporton Form 8-K filed on April 19, 2022 under Commission File No. 333-226082-13 andincorporated by reference herein).  

4.8          AgreementBetween Noteholders, dated as of February 16, 2022, by and among Goldman SachsBank USA, as Initial Note A-1 Holder, Goldman Sachs Bank USA, as Initial NoteA-2 Holder, Goldman Sachs Bank USA, as Initial Note A-3 Holder, and GoldmanSachs Bank USA, as Initial Note A-4 Holder (filed as Exhibit 4.7 to theregistrant’s Current Report on Form 8-K filed on March 15, 2022 underCommission File No. 333-226082-13 and incorporated by reference herein).

4.9          Co-LenderAgreement, dated as of December 29, 2021, by and among Wells Fargo Bank,National Association, as Initial Note Holder of Note A-1-S1, Note A-1-C1, NoteA-1-C2, Note A-1-C3, Note A-1-C4 and Note B-1, DBR Investments Co. Limited, asInitial Note Holder of Note A-2-S1, Note A-2-C1, Note A-2-C2, Note A-2-C3, NoteA-2-C4 and Note B-2, Morgan Stanley Bank, National Association, as Initial NoteHolder of Note A-3-S1, Note A-3-C1, Note A-3-C2, Note A-3-C3, Note A-3-C4 andNote B-3, and Citi Real Estate Funding Inc., as Initial Note Holder of NoteA-4-S1, Note A-4-C1, Note A-4-C2, Note A-4-C3, Note A-4-C4 and Note B-4 (filedas Exhibit 4.8 to the registrant’s Current Report on Form 8-K filed on March15, 2022 under Commission File No. 333-226082-13 and incorporated by referenceherein).

4.10        Co-LenderAgreement, dated as of January 1, 2022, by and between JPMorgan Chase Bank,National Association, as Initial Note A-1-1 Holder, JPMorgan Chase Bank,National Association, as Initial Note A-1-2 Holder, JPMorgan Chase Bank,National Association, as Initial Note A-1-3 Holder, JPMorgan Chase Bank,National Association, as Initial Note A-1-4 Holder, JPMorgan Chase Bank,National Association, as Initial Note A-1-5 Holder, JPMorgan Chase Bank,National Association, as Initial Note A-1-6 Holder, Starwood Mortgage FundingII LLC, as Initial Note A-2-1 Holder, Starwood Mortgage Funding II LLC, asInitial Note A-2-2 Holder, Starwood Mortgage Funding II LLC, as Initial NoteA-2-3 Holder, and Starwood Mortgage Funding II LLC, as Initial Note A-2-4Holder (filed as Exhibit 4.9 to the registrant’s Current Report on Form 8-Kfiled on March 15, 2022 under Commission File No. 333-226082-13 andincorporated by reference herein).

4.11        AgreementBetween Note Holders, dated as of February 10, 2022, by and between Bank ofAmerica, N.A., as Initial Note A-1 Holder, JPMorgan Chase Bank, NationalAssociation, as Initial Note A-2 Holder, and Bank of America, N.A., as InitialNote A-3 Holder (filed as Exhibit 4.10 to the registrant’s Current Report onForm 8-K filed on March 15, 2022 under Commission File No. 333-226082-13 andincorporated by reference herein).

4.12        Co-LenderAgreement, dated as of December 22, 2021, by and between Citi Real EstateFunding Inc., as Initial Note A-1 Holder, and Citi Real Estate Funding Inc., asInitial Note A-2 Holder (filed as Exhibit 4.11 to the registrant’s CurrentReport on Form 8-K filed on March 15, 2022 under Commission File No.333-226082-13 and incorporated by reference herein).

4.13        AgreementBetween Note Holders, dated as of January 28, 2022, by and between BarclaysBank PLC, as Initial Note A-1 Holder, Barclays Bank PLC, as Initial Note A-2Holder, and Citi Real Estate Funding Inc., as Initial Note A-3 Holder (filed asExhibit 4.12 to the registrant’s Current Report on Form 8-K filed on March 15,2022 under Commission File No. 333-226082-13 and incorporated by referenceherein).

4.14        Co-LenderAgreement, dated as of February 28, 2022, by and between Citi Real EstateFunding Inc., as Initial Note A-1 Holder, and Citi Real Estate Funding Inc., asInitial Note A-2 Holder (filed as Exhibit 4.13 to the registrant’s CurrentReport on Form 8-K filed on March 15, 2022 under Commission File No.333-226082-13 and incorporated by reference herein).

4.15        AgreementBetween Noteholders, dated as of February 16, 2022, by and among Goldman SachsBank USA, as Initial Note A-1 Holder, Goldman Sachs Bank USA, as Initial NoteA-2 Holder, and Goldman Sachs Bank USA, as Initial Note A-3 Holder, and GoldmanSachs Bank USA, as Initial Note A-4 Holder (filed as Exhibit 4.14 to theregistrant’s Current Report on Form 8-K filed on March 15, 2022 underCommission File No. 333-226082-13 and incorporated by reference herein).

4.16        Amendedand Restated Co-Lender Agreement, dated as of February 16, 2022, betweenMidland Loan Services, a Division of PNC Bank, National Association, as MasterServicer on behalf of Wilmington Trust, National Association, as Trustee, forthe Benefit of the Registered Holders of Benchmark 2021-B31 Mortgage Trust,Commercial Mortgage Pass-Through Certificates, Series 2021-B31, and theUncertificated VRR Interest Owners, as Note A-1 Holder, DBR Investments Co.Limited, as Note A-2 Holder, DBR Investments Co. Limited, as Note A-3-1 Holder,DBR Investments Co. Limited, as Note A-3-2 Holder, DBR Investments Co. Limited,as Note A-4-1 Holder, and DBR Investments Co. Limited, as Note A-4-2 Holder (filedas Exhibit 4.15 to the registrant’s Current Report on Form 8-K filed on March15, 2022 under Commission File No. 333-226082-13 and incorporated by referenceherein).

4.17        Co-LenderAgreement, dated as of January 12, 2022, by and between Citi Real EstateFunding Inc., as Initial Note A-1 Holder, and Citi Real Estate Funding Inc., asInitial Note A-2 Holder (filed as Exhibit 4.16 to the registrant’s CurrentReport on Form 8-K filed on March 15, 2022 under Commission File No.333-226082-13 and incorporated by reference herein).

4.18        AgreementBetween Noteholders, dated as of February 16, 2022, by and among Goldman SachsBank USA, as Initial Note A-1 Holder, and Goldman Sachs Bank USA, as InitialNote A-2 Holder (filed as Exhibit 4.17 to the registrant’s Current Report onForm 8-K filed on March 15, 2022 under Commission File No. 333-226082-13 andincorporated by reference herein).

4.19        Co-LenderAgreement, dated as of January 27, 2022, by and among Barclays Bank PLC, asNote A-1-1, Note A-1-2, Note A-1-3 and Note A-1-4 Holder, Barclays Capital RealEstate Inc., as Initial Note A-1-S Holder and Initial Note B-1-1 Holder, andGoldman Sachs Bank USA, as Initial Note A-2-S Holder, Initial Note A-2-1Holder, Initial Note A-2-2 Holder and Initial Note B-2-1 Holder (filed asExhibit 4.18 to the registrant’s Current Report on Form 8-K filed on March 15,2022 under Commission File No. 333-226082-13 and incorporated by referenceherein).

4.20        Co-LenderAgreement, dated as of February 16, 2022, by and between Citi Real EstateFunding Inc., as Initial Note A-1 Holder, Citi Real Estate Funding Inc., asInitial Note A-2-1 Holder, and Citi Real Estate Funding Inc., as Initial NoteA-2-2 Holder (filed as Exhibit 4.19 to the registrant’s Current Report on Form8-K filed on March 15, 2022 under Commission File No. 333-226082-13 and incorporatedby reference herein).

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

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

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

33.2        Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer (see Exhibit 33.1)

33.3        Wilmington Trust, National Association, as Trustee (Omitted. See ExplanatoryNotes.)

33.4        Computershare Trust Company, National Association,as Certificate Administrator

33.5        Computershare Trust Company, National Association,as Custodian

33.6        Park Bridge Lender Services LLC, as OperatingAdvisor

33.7        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the ExchangeRight Net LeasedPortfolio #53 Mortgage Loan (see Exhibit 33.1)

33.8        Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the ExchangeRight Net LeasedPortfolio #53 Mortgage Loan (see Exhibit 33.1)

33.9        Wilmington Trust, National Association, as Trustee of the ExchangeRight NetLeased Portfolio #53 Mortgage Loan (Omitted. See Explanatory Notes.)

33.10      Computershare Trust Company, National Association,as Custodian of the ExchangeRight Net Leased Portfolio #53 Mortgage Loan (seeExhibit 33.5)

33.11      Park Bridge Lender Services LLC, as OperatingAdvisor of the ExchangeRight Net Leased Portfolio #53 Mortgage Loan (seeExhibit 33.6)

33.12      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 200 West Jackson Mortgage Loan(see Exhibit 33.1)

33.13      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the 200 West Jackson Mortgage Loan(see Exhibit 33.1)

33.14      Wilmington Trust, National Association, as Trustee of the 200 West JacksonMortgage Loan (Omitted. See Explanatory Notes.)

33.15      Computershare Trust Company, National Association,as Custodian of the 200 West Jackson Mortgage Loan (see Exhibit 33.5)

33.16      Park Bridge Lender Services LLC, as OperatingAdvisor of the 200 West Jackson Mortgage Loan (see Exhibit 33.6)

33.17      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Novo Nordisk HQ Mortgage Loan(see Exhibit 33.1)

33.18      Rialto Capital Advisors, LLC, as Special Servicerof the Novo Nordisk HQ Mortgage Loan

33.19      Wilmington Trust, National Association, as Trustee of the Novo Nordisk HQMortgage Loan (Omitted. See Explanatory Notes.)

33.20      Citibank, N.A., as Custodian of the Novo Nordisk HQ Mortgage Loan (Omitted. SeeExplanatory Notes.)

33.21      Pentalpha Surveillance LLC, as Operating Advisorof the Novo Nordisk HQ Mortgage Loan

33.22      Wells Fargo Bank, National Association, as PrimaryServicer of the 601 Lexington Avenue Mortgage Loan

33.23      Situs Holdings, LLC, as Special Servicer of the601 Lexington Avenue Mortgage Loan

33.24      Computershare Trust Company, National Association, as Trustee of the 601Lexington Avenue Mortgage Loan (Omitted. See Explanatory Notes.)

33.25      Computershare Trust Company, National Association,as Custodian of the 601 Lexington Avenue Mortgage Loan (see Exhibit 33.5)

33.26      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 601 Lexington Avenue Mortgage Loan

33.27      KeyBank National Association, as Primary Servicerof The Summit Mortgage Loan

33.28      KeyBank National Association, as Special Servicerof The Summit Mortgage Loan (see Exhibit 33.27)

33.29      Wilmington Trust, National Association, as Trustee of The Summit Mortgage Loan(Omitted. See Explanatory Notes.)

33.30      Computershare Trust Company, National Association,as Custodian of The Summit Mortgage Loan (see Exhibit 33.5)

33.31      Pentalpha Surveillance LLC, as Operating Advisorof The Summit Mortgage Loan (see Exhibit 33.21)

33.32      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the One Wilshire Mortgage Loan(see Exhibit 33.1)

33.33      KeyBank National Association, as Special Servicerof the One Wilshire Mortgage Loan (see Exhibit 33.27)

33.34      Wilmington Trust, National Association, as Trustee of the One Wilshire MortgageLoan (Omitted. See Explanatory Notes.)

33.35      Computershare Trust Company, National Association,as Custodian of the One Wilshire Mortgage Loan (see Exhibit 33.5)

33.36      Pentalpha Surveillance LLC, as Operating Advisorof the One Wilshire Mortgage Loan (see Exhibit 33.21)

33.37      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Bedrock Portfolio MortgageLoan (see Exhibit 33.1)

33.38      KeyBank National Association, as Special Servicerof the Bedrock Portfolio Mortgage Loan (see Exhibit 33.27)

33.39      Wilmington Trust, National Association, as Trustee of the Bedrock PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

33.40      Computershare Trust Company, National Association,as Custodian of the Bedrock Portfolio Mortgage Loan (see Exhibit 33.5)

33.41      Pentalpha Surveillance LLC, as Operating Advisorof the Bedrock Portfolio Mortgage Loan (see Exhibit 33.21)

33.42      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Woodmore Towne Centre MortgageLoan (see Exhibit 33.1)

33.43      KeyBank National Association, as Special Servicerof the Woodmore Towne Centre Mortgage Loan (see Exhibit 33.27)

33.44      Wilmington Trust, National Association, as Trustee of the Woodmore Towne CentreMortgage Loan (Omitted. See Explanatory Notes.)

33.45      Computershare Trust Company, National Association,as Custodian of the Woodmore Towne Centre Mortgage Loan (see Exhibit 33.5)

33.46      Pentalpha Surveillance LLC, as Operating Advisorof the Woodmore Towne Centre Mortgage Loan (see Exhibit 33.21)

33.47      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of The Kirby Collection Mortgage Loan(see Exhibit 33.1)

33.48      KeyBank National Association, as Special Servicerof The Kirby Collection Mortgage Loan (see Exhibit 33.27)

33.49      Wilmington Trust, National Association, as Trustee of The Kirby CollectionMortgage Loan (Omitted. See Explanatory Notes.)

33.50      Computershare Trust Company, National Association,as Custodian of The Kirby Collection Mortgage Loan (see Exhibit 33.5)

33.51      Pentalpha Surveillance LLC, as Operating Advisorof The Kirby Collection Mortgage Loan (see Exhibit 33.21)

33.52      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the JW Marriott Desert SpringsMortgage Loan (see Exhibit 33.1)

33.53      KeyBank National Association, as Special Servicerof the JW Marriott Desert Springs Mortgage Loan (see Exhibit 33.27)

33.54      Wilmington Trust, National Association, as Trustee of the JW Marriott DesertSprings Mortgage Loan (Omitted. See Explanatory Notes.)

33.55      Computershare Trust Company, National Association,as Custodian of the JW Marriott Desert Springs Mortgage Loan (see Exhibit 33.5)

33.56      Pentalpha Surveillance LLC, as Operating Advisorof the JW Marriott Desert Springs Mortgage Loan (see Exhibit 33.21)

33.57      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Glen Forest Office PortfolioMortgage Loan (see Exhibit 33.1)

33.58      KeyBank National Association, as Special Servicerof the Glen Forest Office Portfolio Mortgage Loan (see Exhibit 33.27)

33.59      Wilmington Trust, National Association, as Trustee of the Glen Forest OfficePortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

33.60      Computershare Trust Company, National Association,as Custodian of the Glen Forest Office Portfolio Mortgage Loan (see Exhibit33.5)

33.61      Pentalpha Surveillance LLC, as Operating Advisorof the Glen Forest Office Portfolio Mortgage Loan (see Exhibit 33.21)

33.62      Wells Fargo Bank, National Association, as PrimaryServicer of the Silver Sands Premium Outlets Mortgage Loan (see Exhibit 33.22)

33.63      CWCapital Asset Management LLC, as SpecialServicer of the Silver Sands Premium Outlets Mortgage Loan

33.64      Wilmington Trust, National Association, as Trustee of the Silver Sands PremiumOutlets Mortgage Loan (Omitted. See Explanatory Notes.)

33.65      Computershare Trust Company, National Association,as Custodian of the Silver Sands Premium Outlets Mortgage Loan (see Exhibit33.5)

33.66      Pentalpha Surveillance LLC, as Operating Advisorof the Silver Sands Premium Outlets Mortgage Loan (see Exhibit 33.21)

33.67      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Silver Sands Premium Outlets Mortgage Loan (see Exhibit33.26)

33.68      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Twin Spans Business Park andDelaware River Industrial Park Mortgage Loan (see Exhibit 33.1)

33.69      Rialto Capital Advisors, LLC, as Special Servicerof the Twin Spans Business Park and Delaware River Industrial Park MortgageLoan (see Exhibit 33.18)

33.70      Wilmington Trust, National Association, as Trustee of the Twin Spans BusinessPark and Delaware River Industrial Park Mortgage Loan (Omitted. See ExplanatoryNotes.)

33.71      Computershare Trust Company, National Association,as Custodian of the Twin Spans Business Park and Delaware River Industrial ParkMortgage Loan (see Exhibit 33.5)

33.72      Pentalpha Surveillance LLC, as Operating Advisorof the Twin Spans Business Park and Delaware River Industrial Park MortgageLoan (see Exhibit 33.21)

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

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

34.2        Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer (see Exhibit 34.1)

34.3        Wilmington Trust, National Association, as Trustee (Omitted. See ExplanatoryNotes.)

34.4        Computershare Trust Company, National Association,as Certificate Administrator

34.5        Computershare Trust Company, National Association,as Custodian

34.6        Park Bridge Lender Services LLC, as Operating Advisor

34.7        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the ExchangeRight Net LeasedPortfolio #53 Mortgage Loan (see Exhibit 34.1)

34.8        Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the ExchangeRight Net LeasedPortfolio #53 Mortgage Loan (see Exhibit 34.1)

34.9        Wilmington Trust, National Association, as Trustee of the ExchangeRight NetLeased Portfolio #53 Mortgage Loan (Omitted. See Explanatory Notes.)

34.10      Computershare Trust Company, National Association,as Custodian of the ExchangeRight Net Leased Portfolio #53 Mortgage Loan (seeExhibit 34.5)

34.11      Park Bridge Lender Services LLC, as OperatingAdvisor of the ExchangeRight Net Leased Portfolio #53 Mortgage Loan (see Exhibit34.6)

34.12      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 200 West Jackson Mortgage Loan(see Exhibit 34.1)

34.13      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the 200 West Jackson Mortgage Loan(see Exhibit 34.1)

34.14      Wilmington Trust, National Association, as Trustee of the 200 West JacksonMortgage Loan (Omitted. See Explanatory Notes.)

34.15      Computershare Trust Company, National Association,as Custodian of the 200 West Jackson Mortgage Loan (see Exhibit 34.5)

34.16      Park Bridge Lender Services LLC, as OperatingAdvisor of the 200 West Jackson Mortgage Loan (see Exhibit 34.6)

34.17      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Novo Nordisk HQ Mortgage Loan(see Exhibit 34.1)

34.18      Rialto Capital Advisors, LLC, as Special Servicerof the Novo Nordisk HQ Mortgage Loan

34.19      Wilmington Trust, National Association, as Trustee of the Novo Nordisk HQMortgage Loan (Omitted. See Explanatory Notes.)

34.20      Citibank, N.A., as Custodian of the Novo Nordisk HQ Mortgage Loan (Omitted. SeeExplanatory Notes.)

34.21      Pentalpha Surveillance LLC, as Operating Advisorof the Novo Nordisk HQ Mortgage Loan

34.22      Wells Fargo Bank, National Association, as PrimaryServicer of the 601 Lexington Avenue Mortgage Loan

34.23      Situs Holdings, LLC, as Special Servicer of the601 Lexington Avenue Mortgage Loan

34.24      Computershare Trust Company, National Association, as Trustee of the 601Lexington Avenue Mortgage Loan (Omitted. See Explanatory Notes.)

34.25      Computershare Trust Company, National Association,as Custodian of the 601 Lexington Avenue Mortgage Loan (see Exhibit 34.5)

34.26      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 601 Lexington Avenue Mortgage Loan

34.27      KeyBank National Association, as Primary Servicerof The Summit Mortgage Loan

34.28      KeyBank National Association, as Special Servicerof The Summit Mortgage Loan (see Exhibit 34.27)

34.29      Wilmington Trust, National Association, as Trustee of The Summit Mortgage Loan(Omitted. See Explanatory Notes.)

34.30      Computershare Trust Company, National Association,as Custodian of The Summit Mortgage Loan (see Exhibit 34.5)

34.31      Pentalpha Surveillance LLC, as Operating Advisorof The Summit Mortgage Loan (see Exhibit 34.21)

34.32      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the One Wilshire Mortgage Loan(see Exhibit 34.1)

34.33      KeyBank National Association, as Special Servicerof the One Wilshire Mortgage Loan (see Exhibit 34.27)

34.34      Wilmington Trust, National Association, as Trustee of the One Wilshire MortgageLoan (Omitted. See Explanatory Notes.)

34.35      Computershare Trust Company, National Association,as Custodian of the One Wilshire Mortgage Loan (see Exhibit 34.5)

34.36      Pentalpha Surveillance LLC, as Operating Advisorof the One Wilshire Mortgage Loan (see Exhibit 34.21)

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

34.38      KeyBank National Association, as Special Servicerof the Bedrock Portfolio Mortgage Loan (see Exhibit 34.27)

34.39      Wilmington Trust, National Association, as Trustee of the Bedrock PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

34.40      Computershare Trust Company, National Association,as Custodian of the Bedrock Portfolio Mortgage Loan (see Exhibit 34.5)

34.41      Pentalpha Surveillance LLC, as Operating Advisorof the Bedrock Portfolio Mortgage Loan (see Exhibit 34.21)

34.42      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Woodmore Towne Centre MortgageLoan (see Exhibit 34.1)

34.43      KeyBank National Association, as Special Servicerof the Woodmore Towne Centre Mortgage Loan (see Exhibit 34.27)

34.44      Wilmington Trust, National Association, as Trustee of the Woodmore Towne CentreMortgage Loan (Omitted. See Explanatory Notes.)

34.45      Computershare Trust Company, National Association,as Custodian of the Woodmore Towne Centre Mortgage Loan (see Exhibit 34.5)

34.46      Pentalpha Surveillance LLC, as Operating Advisorof the Woodmore Towne Centre Mortgage Loan (see Exhibit 34.21)

34.47      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of The Kirby Collection Mortgage Loan(see Exhibit 34.1)

34.48      KeyBank National Association, as Special Servicerof The Kirby Collection Mortgage Loan (see Exhibit 34.27)

34.49      Wilmington Trust, National Association, as Trustee of The Kirby CollectionMortgage Loan (Omitted. See Explanatory Notes.)

34.50      Computershare Trust Company, National Association,as Custodian of The Kirby Collection Mortgage Loan (see Exhibit 34.5)

34.51      Pentalpha Surveillance LLC, as Operating Advisorof The Kirby Collection Mortgage Loan (see Exhibit 34.21)

34.52      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the JW Marriott Desert SpringsMortgage Loan (see Exhibit 34.1)

34.53      KeyBank National Association, as Special Servicerof the JW Marriott Desert Springs Mortgage Loan (see Exhibit 34.27)

34.54      Wilmington Trust, National Association, as Trustee of the JW Marriott DesertSprings Mortgage Loan (Omitted. See Explanatory Notes.)

34.55      Computershare Trust Company, National Association,as Custodian of the JW Marriott Desert Springs Mortgage Loan (see Exhibit 34.5)

34.56      Pentalpha Surveillance LLC, as Operating Advisorof the JW Marriott Desert Springs Mortgage Loan (see Exhibit 34.21)

34.57      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Glen Forest Office PortfolioMortgage Loan (see Exhibit 34.1)

34.58      KeyBank National Association, as Special Servicerof the Glen Forest Office Portfolio Mortgage Loan (see Exhibit 34.27)

34.59      Wilmington Trust, National Association, as Trustee of the Glen Forest OfficePortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

34.60      Computershare Trust Company, National Association,as Custodian of the Glen Forest Office Portfolio Mortgage Loan (see Exhibit34.5)

34.61      Pentalpha Surveillance LLC, as Operating Advisorof the Glen Forest Office Portfolio Mortgage Loan (see Exhibit 34.21)

34.62      Wells Fargo Bank, National Association, as PrimaryServicer of the Silver Sands Premium Outlets Mortgage Loan (see Exhibit 34.22)

34.63      CWCapital Asset Management LLC, as SpecialServicer of the Silver Sands Premium Outlets Mortgage Loan

34.64      Wilmington Trust, National Association, as Trustee of the Silver Sands Premium OutletsMortgage Loan (Omitted. See Explanatory Notes.)

34.65      Computershare Trust Company, National Association,as Custodian of the Silver Sands Premium Outlets Mortgage Loan (see Exhibit34.5)

34.66      Pentalpha Surveillance LLC, as Operating Advisorof the Silver Sands Premium Outlets Mortgage Loan (see Exhibit 34.21)

34.67      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Silver Sands Premium Outlets Mortgage Loan (see Exhibit34.26)

34.68      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Twin Spans Business Park andDelaware River Industrial Park Mortgage Loan (see Exhibit 34.1)

34.69      Rialto Capital Advisors, LLC, as Special Servicerof the Twin Spans Business Park and Delaware River Industrial Park MortgageLoan (see Exhibit 34.18)

34.70      Wilmington Trust, National Association, as Trustee of the Twin Spans BusinessPark and Delaware River Industrial Park Mortgage Loan (Omitted. See ExplanatoryNotes.)

34.71      Computershare Trust Company, National Association,as Custodian of the Twin Spans Business Park and Delaware River Industrial ParkMortgage Loan (see Exhibit 34.5)

34.72      Pentalpha Surveillance LLC, as Operating Advisorof the Twin Spans Business Park and Delaware River Industrial Park MortgageLoan (see Exhibit 34.21)

35           Servicer compliance statements.

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

35.2        Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer (see Exhibit 35.1)

35.3        Computershare Trust Company, National Association,as Certificate Administrator

35.4        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the ExchangeRight Net LeasedPortfolio #53 Mortgage Loan (see Exhibit 35.1)

35.5        Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the ExchangeRight Net LeasedPortfolio #53 Mortgage Loan (see Exhibit 35.1)

35.6        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 200 West Jackson Mortgage Loan(see Exhibit 35.1)

35.7        Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the 200 West Jackson Mortgage Loan(see Exhibit 35.1)

35.8        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Novo Nordisk HQ Mortgage Loan(see Exhibit 35.1)

35.9        Rialto Capital Advisors, LLC, as Special Servicer of the Novo Nordisk HQMortgage Loan (Omitted. See Explanatory Notes.)

35.10      Wells Fargo Bank, National Association, as PrimaryServicer of the 601 Lexington Avenue Mortgage Loan

35.11      Situs Holdings, LLC, as Special Servicer of the 601 Lexington Avenue MortgageLoan (Omitted. See Explanatory Notes.)

35.12      KeyBank National Association, as Primary Servicerof The Summit Mortgage Loan

35.13      KeyBank National Association, as Special Servicerof The Summit Mortgage Loan (see Exhibit 35.12)

35.14      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the One Wilshire Mortgage Loan(see Exhibit 35.1)

35.15      KeyBank National Association, as Special Servicerof the One Wilshire Mortgage Loan (see Exhibit 35.12)

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

35.17      KeyBank National Association, as Special Servicerof the Bedrock Portfolio Mortgage Loan (see Exhibit 35.12)

35.18      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Woodmore Towne Centre MortgageLoan (see Exhibit 35.1)

35.19      KeyBank National Association, as Special Servicerof the Woodmore Towne Centre Mortgage Loan (see Exhibit 35.12)

35.20      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of The Kirby Collection Mortgage Loan(see Exhibit 35.1)

35.21      KeyBank National Association, as Special Servicerof The Kirby Collection Mortgage Loan (see Exhibit 35.12)

35.22      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the JW Marriott Desert SpringsMortgage Loan (see Exhibit 35.1)

35.23      KeyBank National Association, as Special Servicerof the JW Marriott Desert Springs Mortgage Loan (see Exhibit 35.12)

35.24      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Glen Forest Office PortfolioMortgage Loan (see Exhibit 35.1)

35.25      KeyBank National Association, as Special Servicerof the Glen Forest Office Portfolio Mortgage Loan (see Exhibit 35.12)

35.26      Wells Fargo Bank, National Association, as PrimaryServicer of the Silver Sands Premium Outlets Mortgage Loan (see Exhibit 35.10)

35.27      CWCapital Asset Management LLC, as Special Servicer of the Silver Sands PremiumOutlets Mortgage Loan (Omitted. See Explanatory Notes.)

35.28      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Twin Spans Business Park and DelawareRiver Industrial Park Mortgage Loan (see Exhibit 35.1)

35.29      Rialto Capital Advisors, LLC, as Special Servicer of the Twin Spans BusinessPark and Delaware River Industrial Park Mortgage Loan (Omitted. See ExplanatoryNotes.)

99.1        MortgageLoan Purchase Agreement, dated as of March 15, 2022, between GS MortgageSecurities Corporation II Goldman Sachs Mortgage Company (filed as Exhibit 99.1to the registrant’s Current Report on Form 8-K filed on March 15, 2022 underCommission File No. 333-226082-13 and incorporated by reference herein).

99.2        MortgageLoan Purchase Agreement, dated as of March 15, 2022, between GS MortgageSecurities Corporation II and Citi Real Estate Funding Inc.  (filed asExhibit 99.2 to the registrant’s Current Report on Form 8-K filed on March 15,2022 under Commission File No. 333-226082-13 and incorporated by referenceherein).

99.3        MortgageLoan Purchase Agreement, dated as of March 15, 2022, between GS MortgageSecurities Corporation II and JPMorgan Chase Bank, National Association (filedas Exhibit 99.3 to the registrant’s Current Report on Form 8-K filed on March15, 2022 under Commission File No. 333-226082-13 and incorporated by referenceherein).

99.4        MortgageLoan Purchase Agreement, dated as of March 15, 2022, between GS MortgageSecurities Corporation II and German American Capital Corporation (filed asExhibit 99.4 to the registrant’s Current Report on Form 8-K filed on March 15,2022 under Commission File No. 333-226082-13 and incorporated by referenceherein).

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

(c)    Not Applicable.

 

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

GS Mortgage Securities CorporationII(Depositor)

/s/ ScottEpperson

ScottEpperson, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 17, 2023